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Celera Acquisition of Axys Pharmaceuticals, Inc. Approved.


Business Editors & Health/Medical Writers

BIOWIRE2K

ROCKVILLE, Md. & SOUTH SAN FRANCISCO South San Francisco, city (1990 pop. 54,312), San Mateo co., W Calif.; inc. 1908. South San Francisco has several industrial parks; its manufactures include medical supplies and equipment, foods, paint, paper products, consumer goods, and clothing. , Calif.--(BW HealthWire)-- Nov. 16, 2001

Celera Genomics (NYSE NYSE

See: New York Stock Exchange
: CRA See Community Reinvestment Act. ), an Applera Corporation business, today announced the approval of its acquisition of Axys Pharmaceuticals, Inc. (Nasdaq: AXPH), a biopharmaceutical company with expertise in the discovery and development of small molecule therapeutics, at a special meeting of Axys stockholders. The completion of the transaction will be effective as of close of business California time today. Following the completion of the transaction, Axys will do business under the Celera name.

"Celera continues to move forward with our evolution as a therapeutic discovery company," said J. Craig Venter The introduction of this article is too short.
To comply with Wikipedia's lead section guidelines, it should be expanded.
, Ph.D., Celera's president and chief scientific officer. "Through this acquisition, Celera will have an outstanding team of scientists with expertise in protein structure-based drug design, medicinal chemistry Medicinal or pharmaceutical chemistry is a scientific discipline at the intersection of chemistry and pharmacology involved with designing, synthesizing and developing pharmaceutical drugs. , and preclinical preclinical /pre·clin·i·cal/ (-klin´i-k'l) before a disease becomes clinically recognizable.

pre·clin·i·cal
adj.
1.
 development, which should complement our existing proteomics and biologics programs. Celera is committed to continuing the partnered programs that Axys has developed with major pharmaceutical companies like Merck and Aventis, and we believe Celera will be well positioned to develop new collaborations."

The capabilities acquired through this acquisition should accelerate Celera's evolution as a therapeutic discovery and development company. These include:

-- Chemical diversity libraries and a new 43,000 square foot, state of the art medicinal chemistry facility;

-- Medicinal chemistry, structural biology Structural biology is a branch of molecular biology concerned with the study of the architecture and shape of biological macromolecules—proteins and nucleic acids in particular—and what causes them to have the structures they have. , and pre-clinical pharmacology capabilities that should enable Celera to identify and optimize small molecule therapeutic candidates for its genomic and proteomics discoveries;
-- A team of skilled chemists and experienced biologists; and

-- Expertise in tumor biology and proprietary cancer discovery


programs.

Michael C. Venuti, Ph.D., Axys' senior vice president for research and development, will become the general manager of Celera's South San Francisco operations and report to Dr. Venter venter /ven·ter/ (ven´ter) pl. ven´tres   [L.]
1. a fleshy contractile part of a muscle.

2. abdomen.

3. a hollowed part or cavity.


ven·ter
n.
. Dr. Venuti is an organic chemist with more than 20 years of research experience in the pharmaceutical and biotechnology industry.

Paul J. Hastings, Axys' president and chief executive officer, has agreed to remain with Celera for a limited period to assist in the integration of the two companies.

The transaction was structured as a tax-free stock-for-stock reorganization. As a result of the acquisition, Axys stockholders will receive 0.1355 shares of Applera Corporation-Celera Genomics Group Common Stock for each share of Axys common stock held. Applera expects to issue approximately 5.5 million shares of Celera Genomics Group Common Stock for shares of Axys common stock issued and outstanding as of the closing.

About Applera Corporation and Celera Genomics

Applera Corporation comprises two operating groups. The Celera Genomics Group, headquartered in Rockville, MD, is engaged principally in integrating advanced technologies to create therapeutic discovery and development capabilities for internal use and for its customers and collaborators. Celera's businesses are its online information business and its therapeutics discovery business. The online information business is a leading provider of information based on the human genome The human genome is the genome of Homo sapiens, which is composed of 24 distinct pairs of chromosomes (22 autosomal + X + Y) with a total of approximately 3 billion DNA base pairs containing an estimated 20,000–25,000 genes.  and other biological and medical information. Through the therapeutic discovery business, Celera intends to leverage its genomic and proteomic capabilities to identify drug targets and diagnostic marker candidates, and to discover novel therapeutic candidates. The Applied Biosystems Applied Biosystems, Inc. (formerly NASDAQ: ABIO) is the original name of a pioneer biotechnology company founded in 1981 in Foster City, California, among the Silicon Valley cities of the southern San Francisco Bay Area.  Group (NYSE:ABI Abi (ā`bī) [short for Abijah], in the Bible, King Hezekiah's mother.


(Application Binary Interface) A specification for a specific hardware platform combined with the operating system.
) develops and markets instrument-based systems, reagents, software, and contract services to the life science industry and research community. Applied Biosystems is headquartered in Foster City, CA, and reported sales of $1.6 billion during fiscal 2001. Celera Diagnostics has been established as a joint venture between Applied Biosystems and Celera Genomics. This new venture is focused on discovery, development and commercialization of novel diagnostic tests. Information about Applera Corporation, including reports and other information filed by the company with the Securities and Exchange Commission, is available on the World Wide Web at www.applera.com, or by telephoning 800.762.6923. Information about Celera is available on the World Wide Web at www.celera.com.

Certain statements in this press release are forward-looking. These may be identified by the use of forward-looking words or phrases such as "believe," "expect," "anticipate," "should," "planned," "estimated," and "potential," among others. These forward-looking statements forward-looking statement

A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections.
 are based on Applera Corporation's current expectations. The Private Securities Litigation Reform Act The Private Securities Litigation Reform Act of 1995 (PSLRA) implemented several significant substantive changes affecting certain cases brought under the federal securities laws, including changes related to pleading, discovery, liability, class representation and awards fees and  of 1995 provides a "safe harbor Safe Harbor

1. A legal provision to reduce or eliminate liability as long as good faith is demonstrated.

2. A form of shark repellent implemented by a target company acquiring a business that is so poorly regulated that the target itself is less attractive.
" for such forward-looking statements. In order to comply with the terms of the safe harbor, Applera Corporation notes that a variety of factors could cause actual results and experience to differ materially from the anticipated results or other expectations expressed in such forward-looking statements. These factors include but are not limited to: (1) expected operating losses operating loss

The excess of operating expenses over revenue. As with operating income, operating losses exclude revenues and expenses from operations that are not considered a regular part of the business. Also called deficit. Compare operating income.
; (2) dependence on the continued assembly and annotation 1. (programming, compiler) annotation - Extra information associated with a particular point in a document or program. Annotations may be added either by a compiler or by the programmer.  of the human and other genomes; (3) unproven use of genomics information to develop or commercialize products; (4) intense competition in the industry in which Celera Genomics operates; (5) dependence on customers in, and the risks that affect, the pharmaceutical and biotechnology industries; (6) the risk that the Axys business will not be integrated successfully into Celera; (7) unanticipated costs of such integration; (8) the risk that collaborations established by Axys will not be successful; (9) the risk that clinical trials will not proceed as anticipated or may not be successful; (10) dependence on the unique expertise of its scientific and management staff; (11) dependence on computer hardware, software, and Internet applications; (12) Celera Genomics' need for access to biological materials; (13) legal, ethical, and social issues which could affect demand for products; (14) potential for government regulation of Celera Genomic's or its customers' products and services; (15) lengthy and uncertain development cycle for therapeutic and diagnostic products, and Celera' unproven ability to develop or commercialize such products; and (16) other factors that might be described from time to time in Applera Corporation's filings with the Securities and Exchange Commission.

Note to Editors: Applera, Celera, Celera Genomics, and Celera Discovery System are trademarks and Applied Biosystems is a registered trademark of Applera Corporation or its subsidiaries in the US and certain other countries.
COPYRIGHT 2001 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2001, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Nov 16, 2001
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