NOTICE OF COURT MEETING

IN THE COURT OF SESSION, SCOTLAND

CENES PHARMACEUTICALS PLC

NOTICE IS HEREBY GIVEN that, on 2 May 2008, an order was pronounced in the Court of Session, Edinburgh (the “Court”) directing that a meeting (the “ Court Meeting ”) be convened of the holders of Scheme Shares (as defined in the Scheme of Arrangement referred to below) for the purpose of considering and, if thought fit, approving (with or without modification) a scheme of arrangement (the “ Scheme of Arrangement ”) pursuant to Part 26 of the Companies Act 2006 (the “ Act ”) proposed to be made between CeNeS Pharmaceuticals plc (the “ Company ”) and the holders of Scheme Shares and that such Court Meeting will be held at the offices of Morrison & Foerster, 7th Floor, CityPoint, One Ropemaker Street, London, EC2Y 9AW on 28 May 2008 at 11:00 a.m. at which place and time all holders of such Scheme Shares are requested to attend.

At the Court Meeting the following resolution will be proposed:

“The scheme of arrangement dated 2 May 2008 (in its original form or subject to such modification, addition or condition which may be agreed by the Company and PAION AG and approved or imposed by the Court (the “ Scheme ”)) proposed to be made between the Company and the Scheme Shareholders (as defined in the Scheme), a print of which has been produced to the meeting and (for the purpose of identification only) signed by the Chairman hereof, be and it is hereby approved and the directors of the Company be authorised to take all such actions as they may consider necessary or appropriate for carrying the Scheme into effect.”

A copy of the Scheme of Arrangement and a copy of the explanatory statement required to be furnished pursuant to Part 26 of the Act in relation to the Scheme of Arrangement are incorporated in a document dated 2 May 2008 sent by the Company to holders of Scheme Shares on 2 May 2008 (“ Scheme Document ”). Copies of the Scheme Document may be obtained free of charge on application to the Company's registrars either by telephone on 0871 384 2998 (or, if calling from outside the United Kingdom, +44 121 415 0281) or in writing to Equiniti of Aspect House, Spencer Road, Lancing, BN99 6ZR.

Holders of Scheme Shares may vote in person at the Court Meeting or they may appoint another one or more person(s) as their proxy to attend and vote in their stead .

In the case of joint holders of Scheme Shares, the vote of the senior who tenders a vote, whether in person or by proxy, will be accepted to the exclusion of the votes of the other joint holder(s) and for this purpose seniority will be determined by the order in which the names stand in the register of members of the Company in respect of the relevant joint holding.

It is requested that Forms of Proxy for use at the Court Meeting be lodged with the Company’s registrars, Equiniti of Aspect House, Spencer Road, Lancing, BN99 6ZR by not less than 48 hours before the time appointed for the Court Meeting but, if forms are not so lodged, they may be handed to the Registrars on behalf of the chairman of the Court Meeting before the taking of the poll at the Court Meeting.

Holders of Scheme Shares who hold shares through CREST and who wish to appoint a proxy through the CREST Electronic Proxy Appointment Service may do so for the Court Meeting and any adjournment(s) thereof by using the procedures described in the CREST Manual and the Notice of Court Meeting set out in the Scheme Document. CREST personal members or other CREST sponsored members, and those CREST members who have appointed a voting service provider, should refer to their CREST sponsor or voting service provider who will be able to take the appropriate action on their behalf. Such members should also refer to the Notice of Court Meeting set out in the Scheme Document.

Only those shareholders registered in the register of members of the Company as at 6:00 p.m. on 27 May 2008 or, in the event that the Court Meeting is adjourned, in the register of members 48 hours before the time of any adjourned meeting shall be entitled to attend or vote in respect of the number of Scheme Shares registered in their name at the relevant time. Changes to entries in the register of members after 6:00 p.m. on 27 May 2008 or, in the event that the Court Meeting is adjourned, after the time 48 hours before the time of any adjourned meeting shall be disregarded in determining the rights of any person to attend or vote at the Court Meeting.

By the said order, the Court appointed Alan Goodman or, failing him, Neil Clark, or failing him, Tony Osborne to act as chairman of the Court Meeting and directed the chairman to report the result of the Court Meeting to the Court.

Corporate representatives proposing to vote at the meetings are advised to refer to the penultimate paragraph of the Notice of Court Meeting set out in the Scheme Document

The Scheme of Arrangement will be subject to the subsequent sanction of the Court.

Dated 2 May 2008.

Morrison & Foerster MNP

7th Floor, CityPoint, One Ropemaker Street, London EC2Y 9AW.

Brodies LLP

15 Atholl Crescent, Edinburgh EH3 8HA.

Solicitors for the Company