OCTOPLUS LAUNCHES EQUITY OFFERING

Leiden, the Netherlands, 19 February 2009 – OctoPlus N.V. (“OctoPlus” or the “Company”)(Euronext: OCTO), announces today its decision to launch an offering of new ordinary shares (the “Offering”).

The Offering shall be structured as a private placement. The issue price of the ordinary shares offered is € 0.75 per share (the “Offer Price”).

To the extent the gross proceeds exceed € 7 million, the excess amount shall be used to (partially) repay the convertible loan of € 2 million that was granted to the Company by its major shareholder SR One in August 2008. To the extent not so repaid, SR One has committed itself to convert the principal amount of the loan as well as the accrued but unpaid interest thereon at closing of the Offering into new ordinary shares at an adjusted conversion price that is equal to the Offer Price. Life Sciences Partners, another major shareholder of OctoPlus that granted a convertible loan of € 2 million, has also committed itself to convert at closing of the Offering the principal amount of its loan plus accrued but unpaid interest thereon into new ordinary shares at an adjusted conversion price that is equal to the Offer Price.

Kempen & Co will act as placement agent and financial advisor to OctoPlus in relation to the Offering. The Offering shall be launched immediately following the release of this announcement and is expected to close at 17:00 CET on Friday 19 February 2009. Settlement of the Offering is expected to take place on Tuesday 24 February 2009.

A number of the Company’s key shareholders and certain other parties, including funds managed by Signet Healthcare Partners LLC (“Signet”) and the Company's CEO, Mr. Simon Sturge, have
committed themselves to subscribe for shares in the Offering for an aggregate amount of € 6 million, of which an aggregate amount of approximately € 5.7 million relates to firm commitments and an aggregate amount of approximately € 0.3 million relates to commitments to subscribe for shares in the Offering if demand falls short of € 6 million.

All parties who participate in the Offering (other than Mr. Sturge) shall benefit from anti-dilution protection, which requires the Company to issue additional shares to these parties at no
additional consideration if within 18 months following the closing of the Offering it issues new shares below the Offer Price. The result of the anti-dilution protection is that the average price of
the aggregate of all shares acquired by an investor in the Offering and subsequent dilutive event(s) is equal to the offer price of the last dilutive event.

As long as they own more than 10% of the Company’s outstanding share capital, the funds managed by Signet shall be entitled to jointly nominate a candidate for appointment as a member of the Board of Supervisory Directors of the Company.

The shares issued pursuant to the Offering will be admitted to listing and trading on Euronext Amsterdam by NYSE Euronext (“Euronext Amsterdam”) as soon as reasonably possible,
provided that the request thereto to Euronext Amsterdam will in any case be made by the Company within 90 days after the closing date of the Offering on the basis of a listing prospectus which will be prepared by the Company and which requires approval from the Dutch Authority for the Financial Markets (Autoriteit Financiële Markten) in accordance with the rules of the Act on the Financial Supervision (Wet op het Financieel Toezicht). Until the shares issued pursuant to
the Offering are admitted to listing and trading on Euronext Amsterdam, they will not be tradable via Euronext Amsterdam.

As a result of the Offering, the total number of ordinary shares outstanding, currently 16.2 million, will increase by up to approximately 95% to approximately 31.5 million, assuming an offer size of € 7.0 million and the conversion of the convertible loans plus accrued interest in ordinary shares.

The 2008 preliminary annual results released today show a strong growth in revenues, and we expect to continue to be operationally cashflow positive in 2009, as we have been since we licensed Locteron in October 2008. However, 2008 also showed a closing cash position of € (0.9) million. As a consequence, the Company has decided to strengthen its balance sheet by issuing new shares. The net proceeds of the Offering will primarily be used to make the final investments in OctoPlus’ new production facility.

Annual report and Annual General Meeting of Shareholders
OctoPlus is currently finalising its Annual Report 2008 and will publish this report on 30 March 2009. The report will also be available on the Company’s website www.octoplus.nl.

The Annual General Meeting of Shareholders will take place at the Company’s headquarters in Leiden on 23 April 2009 at 14:00 Central European Time (CET).

For further information, please contact:
Rianne Roukema, Corporate Communications: telephone number +31 (71) 524 1071, e-mailIR@octoplus.nl.

About OctoPlus
OctoPlus N.V. is a product-oriented biopharmaceutical company committed to the creation of improved pharmaceutical products that are based on OctoPlus’ proprietary drug delivery technologies and have fewer side effects, improved patient convenience and a better
efficacy/safety balance than existing therapies. Rather than seeking to discover novel drug candidates through early stage research activities, OctoPlus focuses on the development of longacting, controlled release versions of known protein therapeutics, other drugs, and vaccines on behalf of its clients.

The lead product incorporating our technology is Locteron®, a controlled release formulation of interferon alfa for the treatment of chronic hepatitis C, which has been licensed to Biolex
Therapeutics and is being manufactured by OctoPlus. Locteron is currently in Phase II clinical studies.

In addition, OctoPlus is a leading European provider of advanced drug formulation and clinical scale manufacturing services to the pharmaceutical and biotechnology industries, with a focus on
difficult-to-formulate active pharmaceutical ingredients.

OctoPlus is listed on Euronext Amsterdam by NYSE Euronext under the symbol OCTO. For more information about OctoPlus, please visit our website www.octoplus.nl.

This announcement is not an offer to sell or a solicitation of any offer to buy the securities of OctoPlus (the “Securities”) in the United States or in any other jurisdiction.

The Securities have not been and will not be registered under the U.S. Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States or to or for
the account or benefit of, U.S. persons (as such term is defined in Regulation S under the Securities Act) unless registered under the Securities Act or an exemption from such registration is available. No public offering of Securities of OctoPlus is being made in the United States.

This announcement does not constitute a prospectus. When made generally available, copies of the prospectus may be obtained at no cost through the website of Euronext Amsterdam (Dutch residents only) and the website of OctoPlus.

This document may contain certain forward-looking statements relating to the business, financial performance and results of the Company and the industry in which it operates. These statements
are based on OctoPlus N.V.’s current plans, estimates and projections, as well as its expectations of external conditions and events. In particular the words “expect”, “anticipate”, “predict”,
“estimate”, “project”, “plan”, “may”, “should”, “would”, “will”,
“intend”, “believe” and similar expressions are intended to identify forward-looking statements. We caution investors that a number of important factors, and the inherent risks and uncertainties that such statements involve, could cause actual results or outcomes to differ materially from those expressed in any forward-looking statements. In the event of any inconsistency between an English version and a Dutch version of this document, the English version will prevail over the Dutch version.