EXHIBIT 2.1
AGREEMENT OF MERGER
This Agreement of Merger is entered into as of June 28, 2002 between
Exelixis, Inc., a Delaware corporation ("EXELIXIS"), and Genomica Corporation, a
Delaware corporation ("GENOMICA").
The parties hereto desire that Genomica be merged with and into Exelixis
and that Exelixis be the surviving corporation.
For United States federal income tax purposes, it is intended that that
merger (the "MERGER") will qualify as a reorganization under the provisions of
Section 368(a) of the Internal Revenue Code of 1986, as amended applies.
The parties agree as follows:
1. Genomica shall be merged with and into Exelixis.
2. At the effective time of the Merger, each outstanding share of Genomica
stock shall be cancelled without consideration.
3. At the effective time of the Merger, all property, rights, privileges,
franchises, patents, trademarks licenses, registrations and other assets of
every kind and description of Genomica shall be transferred to and be
vested in Exelixis without further action and all property, rights, and
every other interest of Exelixis and Genomica shall be as effectively the
property of Exelixis as they were of Exelixis and Genomica respectively.
4. At the effective time of the Merger, all of the obligations and liabilities
of every kind and description of Genomica shall be assumed by Exelixis
without further action, except to the extent necessary to undertake the
assumption and Exelixis, on the one hand, and Genomica, its officers and
directors or successor(s) in interest, on the other hand shall take all
action necessary to evidence and effect such assumption by Exelixis, at or
prior to the effective time.
5. The Amended and Restated Certificate of Incorporation of Exelixis, the
surviving corporation, as in effect at the effective time of the Merger,
shall continue in full force and effect as the Amended and Restated
Certificate of Incorporation of the surviving corporation.
6. The directors and officers of Exelixis shall continue in office until the
next annual meeting of stockholders and until their successors shall have
been elected and qualified.
7. The effect of the Merger and the effective time of the Merger are as
prescribed by law, provided that the effective time of the Merger shall be
the time of the filing of the Certificate of Ownership and Merger by
Exelixis with the Secretary of the State of Delaware.
[The following page is the signature page]
IN WITNESS WHEREOF, Exelixis and Genomica have caused this Agreement to be
signed by their respective duly authorized as of the date first above written.
EXELIXIS, INC.
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
President and Chief Executive Officer
GENOMICA CORPORATION
By: /s/ Xxxxxx X. Xxxxxxx
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Xxxxxx X. Xxxxxxx
President
[Signature page of Agreement of Merger between Exelixis, Inc. and Genomica
Corporation]
