Napo Pharmaceuticals

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Napo RSA Announcement

South San Francisco, California, 7 May 2008 - Napo Pharmaceuticals, Inc. ("Napo") (LSE: NAPL and NAPU) provides below details of changes in the interests of Persons Discharging Managerial Responsibility or Connected Persons in the Ordinary Shares of Napo Pharmaceuticals, Inc.

On 1 May, 2008, the individuals listed in the table below were granted at par value, outside of Napo's equity incentive plans, an aggregate of 1,300,000 restricted stock awards for the Company's common stock.
These restricted stock awards are part of an aggregate of 2,415,000 restricted stock awards granted on the same date by Napo, outside of its equity incentive plans, to employees, consultants and the board of directors. The restricted stock awards are over shares in the Company's Regulation S line of stock (NAPL; ISIN USU629901039)
The CEO of Napo, Lisa A. Conte and the CFO of Napo, Charles Thompson, declined their awards.

Lisa A. Conte, CEO of Napo Pharmaceuticals, Inc. commented: "The grants approved by the board of directors are a critical element in maintaining our momentum and aligning the interests of shareholders,
employees and board members to achieve our number one goal - an approved NDA for crofelemer and value recognition of our achievements to benefit our shareholders. The retention and motivation of our team is essential to reaching this goal."

The restricted stock awards described in this notification place restrictions on the named individual's rights over the common stock, such as the inability to transfer the stock and the risk of forfeiture,
until one of the following criteria is met:

i) an NDA approval for crofelemer;
ii) Napo common stock reaching a price per share of US$3.50 or
iii) a change of control.

The restricted stock awards will expire at the end of 36 months from the date of grant if the criteria for release of restrictions on the stock are not met.

Name	Role	Number of Restricted Shares	Amount Paid up at Par	Criteria for Release of Restrictions on the Stock
Pravin Chaturvedi, Ph.D.	President and Chief Scientific Officer	150,000	£7.62	Upon NDA approval for crofelemer or US$.3.50 Napo stock price or a change of control
Steven R. King, Ph.D.	Vice-President Ethnobotanical Research, Sustainable Supply and IP	150,000	£7.62	Upon NDA approval for crofelemer or US$.3.50 Napo stock price or a change of control
Sir William Young	Non-Executive Director	250,000	£12.70	Upon NDA approval for crofelemer or US$.3.50 Napo stock price or a change of control
Jack Van Hulst	Non-Executive Director	250,000	£12.70	Upon NDA approval for crofelemer or US$.3.50 Napo stock price or a change of control
Dr. Gregory Stock	Non-Executive Director	250,000	£12.70	Upon NDA approval for crofelemer or US$.3.50 Napo stock price or a change of control
Thomas Van Dyck	Non-Executive Director	250,000	£12.70	Upon NDA approval for crofelemer or US$.3.50 Napo stock price or a change of control

This notification relates to a transaction notified in accordance with Disclosure Rule 3.1.4R(1)(a).

For more information please contact:

Napo Pharmaceuticals, Inc.
Lisa Conte, Chief Executive Officer
+1 (650) 616-1902

Charles Thompson, Chief Financial Officer
+1 (650) 616-1903

Buchanan Communications
+ 44 (0)20 7466 5000
Tim Anderson, Mary-Jane Johnson

Napo Pharmaceuticals Inc., focuses on the development and commercialization of proprietary pharmaceuticals for the global marketplace in collaboration with local partners. Napo was founded in November 2001, and is based in California, USA with a subsidiary in Mumbai, India. Napo's late-stage proprietary gastro-intestinal compound, crofelemer, is in various stages of clinical development for four distinct product indications, including a late-stage Phase 3 program:

· CRO-HIV for AIDS diarrhea, Phase 3
· CRO-IBS for diarrhea irritable bowel syndrome (D-IBS), Phase 2
· CRO-ID for acute infectious diarrhea (including cholera), Phase 2
· CRO-PED for pediatric diarrhea, Phase 1

The FDA has granted fast-track status to CRO-IBS and CRO-HIV. Crofelemer, a proprietary patented agent, is extracted from Croton lechleri, a medicinal plant which can be sustainably harvested from several countries in South America. Napo also plans to develop an early clinical stage product, NP-500, for the treatment of insulin resistant diseases of Type II diabetes and metabolic syndrome (Syndrome X; pre-diabetic syndrome). Napo also has a plant library of approximately 2,300 medicinal plants from tropical regions and Napo has entered its first screening relationship associated with this collection. Currently, products are based on the chemical and biological diversity derived from plants with medicinal properties, but future products may be in-licensed from other sources. Napo has partnerships with Glenmark Pharmaceuticals Limited of India and AsiaPharm Group Ltd. of China. For more information please visit www.napopharma.com.