BioXell Supports Planned Acquisition by Cosmo Pharmaceuticals

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* Public tender offer expected to be launched by Cosmo in December
* Offer valued at CHF 7.68 per BioXell share
* Unanimous support of BioXell's Board of Directors
* Closing expected by end of March 2010

Milan, Italy, 18 November 2009 - BioXell S.p.A. (SIX Swiss Exchange:
BXLN) announced today that it has entered into a transaction
agreement (Agreement) with Cosmo Pharmaceuticals S.p.A. (SIX Swiss
Exchange: COPN), headquartered in Lainate, Italy, under which the
parties have agreed on the terms and conditions according to which
Cosmo will launch a public tender offer (Offer) for all outstanding
shares of BioXell.

Pursuant to the terms of the Agreement, BioXell's shareholders will
be offered, in the aggregate (for 100% of BioXell's shares
outstanding):

* CHF 15.1 million in cash,
* 1,132,500 newly issued and registered Cosmo shares, and
* 1,132,500 put options (to be listed and freely tradable), each
entitling its holder to sell one Cosmo share to Cosmo at a price
of CHF 21.00 between 1 July 2011 and 31 December 2011.

Including the full time value of the put option, the Offer has a
value of CHF 7.68 per BioXell share, consisting of CHF 2.8059 in
cash, CHF 3.64 in Cosmo shares (using Cosmo's 60-day volume-weighted
average closing price) and CHF 1.23 in put option value. The offer
price represents a premium of 17.1% over BioXell's volume-weighted
average closing price over the last 60 days.

In addition, subject to certain conditions, Cosmo will increase the
cash component of the consideration if at the time of settlement of
the Offer BioXell has entered into any agreements with third parties
for the sale of technology assets for cash, or received payment of
certain receivables.

Cosmo expects to launch the Offer in December 2009. The Offer is
expected to be closed by the end of March 2010, subject to an
acceptance rate at the end of the offer period of at least 60% of
BioXell's outstanding share capital and to the satisfaction of
certain other conditions. Index Ventures and TVM Capital, together
holding 19.7% of BioXell's outstanding share capital, have agreed to
tender their shares in the Offer, subject to no superior offer being
received before or during the term of the Offer.

After a thorough review of the terms of the proposed Offer, BioXell's
Board of Directors has concluded unanimously that Cosmo's intended
acquisition is in the best interests of BioXell's shareholders. The
Board of Directors therefore supports the Offer.

Prof. Thomas Szucs, chairman of the Board of Directors of BioXell,
commented "Following disappointing Phase IIb results with the
Company's lead compound Elocalcitol earlier this year, we conducted a
comprehensive and careful review of all available strategic options.
Based on that review, we have concluded that the best available
option for shareholders is for BioXell to be acquired by Cosmo
according to the proposed terms. The proposed Offer returns to
shareholders a significant portion of BioXell's cash, while also
giving them an opportunity to participate in the development of a
profitable specialty pharmaceutical company at full down-side
protection. And if there is any incremental value to be realized from
BioXell's remaining technology, then that will also be for the
benefit of BioXell shareholders."

More details of the Offer are described in the pre-announcement
published today by Cosmo, downloadable on its website
(www.cosmopharmaceuticals.com). Full details of the Offer will be
disclosed in the offer document, expected to be published in December
2009.

Media and Analyst Conference
Today, 18 November 2009 at 11a.m. (CET), BioXell and Cosmo will host
a media and analyst conference call to discuss the planned
acquisition. Participation is possible using the following dial-in
numbers:

Continental Europe +41 91 610 56 00
UK +44 207 107 06 11

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.

More information on BioXell can be found at: www.bioxell.com

About Cosmo
Cosmo is a specialty 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(TM) product that has reached the market is Lialda(TM) /
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.

More information on Cosmo can be found at:
www.cosmopharmaceuticals.com

For further information, please contact:

BioXell Dynamics Group SA
Alvise Sagramoso, Chief Administrative Christophe Lamps
Officer
Tel: +39 (0)2 210 49 550 Tel: +41 (0)22 308 62 22
Fax: +39 (0)2 700 59 926 Fax: +41 (0)22 308 62 36
alvise.sagramoso@bioxell.com cla@dynamicsgroup.ch

Cosmo
Dr. Chris Tanner, CFO and Head of Investor Relations
Tel: +39 (0)2 9333 7617
chris.tanner@cosmopharmaceuticals.com

This press release can be downloaded at www.bioxell.com.

Disclaimer
This document does not constitute, or form part of, any offer to
purchase or sell any shares or other securities and neither it nor
any part of it shall form the basis of, or be relied upon in
connection with any contract or commitment whatsoever. Any decision
to tender shares must be based on the official offer documents. This
document does also not constitute a pre-announcement or an offering
prospectus pursuant to Swiss laws or any other laws

This press release does not constitute or form part, or all, of any
offer or invitation to sell or issue, or any solicitation of any
offer to purchase or subscribe for, any securities, nor shall part,
or all, of these materials or their distribution form the basis of,
or be relied on in connection with, any contract or investment
decision in relation to any securities. This press release contains
forward-looking statements based on the currently held beliefs and
assumptions of the management of BioXell, which are expressed in good
faith and, in their opinion, reasonable. Forward-looking statements
involve known and unknown risks, uncertainties and other factors,
which may cause the actual results, financial condition, performance,
or achievements of BioXell, or industry results, to differ materially
from the results, financial condition, performance or achievements
expressed or implied by such forward-looking statements. Given these
risks, uncertainties and other factors, recipients of this document
are cautioned not to place undue reliance on these forward-looking
statements. BioXell disclaims any obligation to update these
forward-looking statements to reflect future events or developments.

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bioXell S.p.A
via Olgettina 58 Milan Italy

WKN: A0J3MW; ISIN:
IT0004069933 ;
Listed: Main Market in SIX Swiss Exchange;
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