Press Releases & Company News

Cosmo Pharmaceuticals announces preliminary interim result of its tender offer for BioXell

Lainate, Italy, 9 February 2010 – Cosmo Pharmaceuticals S.p.A., Lainate, Milano (I) (“Cosmo”; SIX Swiss Exchange: COPN) announces that as of the end of the offer period on 8 February 2010, Cosmo (subject to the execution of the Offer) holds 94.773 percent of the shares respectively voting rights of BioXell S.p.A, Milano (I) (“BioXell”). The additional acceptance period begins on 15 February 2010 and ends on 26 February 2010.

Until the end of the offer period on 8 February 2010, 5,100,300 shares of BioXell with a par value of EUR 5 each (“BioXell Shares”) have been tendered under the public offer of 8 December 2009 made to the shareholders of BioXell (“Offer”). This corresponds to 94.773 percent of all BioXell Shares, respectively of all shares, which the Offer refers to. Aside from the BioXell Shares tendered under the Offer, Cosmo did not acquire any BioXell Shares or any other equity securities. Thus, as of the end of the offer period and subject to the execution of the Offer, Cosmo (including the persons acting in concert with Cosmo) holds a total of 5,100,300 BioXell Shares corresponding to 94.773 percent of the shares respectively voting rights of BioXell.

This result is provisional and is subject to the final evaluation of the declarations of acceptance of the shareholders of BioXell. Cosmo will publish the final interim result on 12 February 2010.

Condition a. in Section B.11 of the Offer prospectus is met and Cosmo waives the fulfilment of condition b. in Section B.11 of the Offer prospectus. Conditions c. to e. in Section B.11 of the Offer prospectus apply until the execution of the Offer.

The additional acceptance period for the acceptance of the Offer will start on 15 February 2010 and end on 26 February 2010, 4.00 pm CET. During this period all BioXell shareholders that have not yet accepted the Offer may tender their shares. BioXell shareholders wishing to accept the Offer during the additional acceptance period are asked to proceed according to the instructions of their custodian bank. The Offer is subject to the Offer restrictions of the Offer prospectus. The offer consideration per BioXell share amounts to (i) CHF 2.8059 in cash, (ii) 0.21044 shares in Cosmo, (iii) 0.21044 options to sell shares in Cosmo (one option entitles to sell one share) to Cosmo at a price of CHF 21 each, exercisable during the exercise period starting on 1 July 2011 and ending on 31 December 2011 (provided, however, that the put option shall lapse upon the settlement of a public cash offer for all outstanding shares in Cosmo at an offer price of CHF 21 or higher), and (iv) the possible supplement consideration defined under section B.3.d) of the Offer prospectus.

Subject to conditions c. to e. in section B.11 and a possible postponement of the execution of the Offer according to section B.11 of the Offer prospectus, the execution will probably take place until 12 March 2010.

All information on the tender Offer of Cosmo Pharmaceuticals including the Offer prospectus can be viewed under www.cosmopharmaceuticals.com.

About Cosmo Pharmaceuticals
Cosmo is a speciality pharmaceutical company that aims to become a global leader in optimised therapies for certain Gastrointestinal Diseases. The company’s proprietary clinical development pipeline specifically addresses innovative treatments for IBD, such as Ulcerative Colitis and Crohn’s Disease, and Colon Infections. Cosmo’s first MMX™ product that has reached the market is Lialda™ / Mezavant®, a treatment for IBD that is licensed globally to Giuliani and Shire Limited. Cosmo’s proprietary MMX® technology is at the core of the company’s product pipeline and was developed from its expertise in formulating and manufacturing gastrointestinal drugs for international clients at its GMP (Good Manufacturing Practice) facilities in Lainate, Italy. The technology is designed to deliver active ingredients in a targeted manner in the intestines.

For further information on Cosmo, please visit the company’s website: www.cosmopharmaceuticals.com

About BioXell
BioXell is a listed biopharmaceutical company focused on the discovery and development of drugs that exploit novel mechanisms of action. Following the conclusion of its Vitamin D3 related R&D activities BioXell has been looking into a number of strategic options in line with the demands of its shareholders.

BioXell was founded in 2002 as a spin-out from Roche. In June 2006, BioXell listed its shares on the main segment of the SIX Swiss Exchange. The company is located in Milan, Italy.

For further information on BioXell, please visit the company’s website: www.bioxell.com

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Notice to U.S. Holders

The public tender offer described in the offer documents of Cosmo Pharmaceuticals (the Offer) is not being made, directly or indirectly, in or into the United States of America (the U.S.) or by use of the U.S. mails, or by any means or instrumentality (including, without limitation, post, facsimile transmission, telex, telephone or electronic transmission by way of the internet or otherwise) of U.S. interstate or foreign commerce or of any facility of a U.S. national securities exchange and the Offer cannot be accepted by any such use, means or instrumentality or from within the U.S. Cosmo Pharmaceuticals is not soliciting the tender of securities of BioXell by any holder of such securities in the U.S. BioXell securities will not be accepted from holders of such securities in the U.S. Any purported acceptance of the Offer that Cosmo Pharmaceuticals or their agents believe has been made in or from the U.S. will be invalidated. Cosmo Pharmaceuticals reserves the absolute right to reject any and all acceptances determined by them not to be in the proper form or the acceptance of which may be unlawful. Copies of the Offer Prospectus (Offer Prospectus) or any related offering documents, including this press release, must not be mailed or otherwise distributed or sent in or into the U.S. and may not be used for the purpose of soliciting the purchase of any securities of sia from anyone in any jurisdiction, including the U.S., in which such solicitation is not authorized or from any person to whom it is unlawful to make such solicitation. Any person receiving the Offer Prospectus (including custodians, nominees and trustees) must observe these restrictions.

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