Exelixis, Inc. (Nasdaq: EXEL) and Agritope, Inc. (NasdaqSC: AGTO) today announced that they have entered into a definitive agreement for Exelixis to acquire Agritope, an agricultural functional genomics and biotechnology company that develops improved plant products and provides technology to the agricultural industry, in a stock-for-stock transaction.

The acquisition of Agritope provides Exelixis with key intellectual property, substantial additional
technology including expertise in additional model systems, and extensive experience in plant biology. Combined with Exelixis’ existing expertise in bioinformatics, genomics, and complementary plant model systems, this program gives Exelixis a superior plant genomics program. 

"Exelixis remains committed to build a substantial business and to forward integrate in
pharmaceuticals with a focus on cancer. Additionally, our stated strategy is to build out our company in areas outside of pharmaceuticals with a focus on agricultural biotechnology. The economic opportunities that can be addressed through sophisticated plant engineering are substantial. Agritope’s technology provides a perfect complement to the plant technology already in place at Exelixis, and creates a plant genomics capability that has significant advantages over other approaches," stated George A. Scangos, Ph.D., president and chief executive officer of Exelixis, Inc. "We are confident that we will significantly leverage this infrastructure and technology to create additional funded partnerships with major companies in several areas. Additionally, the technology and intellectual property base will enable Exelixis to establish and capture additional value through the commercialization of its own programs."

"We are excited to be able to contribute our technology and intellectual property to the
already-substantial capabilities of Exelixis. By joining forces with Exelixis, the premier model system genetics company, I believe we have the opportunity to build a truly novel life sciences operation," said Adolph J. Ferro, president and chief executive officer of Agritope, Inc. "Our technology is highly complementary to that of Exelixis, and when combined I believe that we have a technology and intellectual property base that is second to none."

Under the terms of the agreement, each outstanding share of Agritope common stock and  preferred stock would be converted into the right to receive a fraction of a share of Exelixis common stock. The fractional share amount will be calculated by dividing $14 by the average closing price of Exelixis common stock for a designated period prior to the closing of the transaction, subject to the issuance of a minimum of 0.28 of a share and a maximum of 0.35 of a share of Exelixis common stock for each outstanding share of Agritope common stock and preferred stock. By way of illustration, at an average closing price of $45 per share, Exelixis would issue approximately 1.5 million shares of its common stock (approximately $68 million), based on a 0.31 ratio in exchange for all currently outstanding common and preferred stock of Agritope. In addition, all outstanding options and warrants to acquire Agritope common stock or preferred stock will be exercisable for shares of Exelixis common stock based on the final exchange ratio. The transaction is expected to be completed prior to year-end 2000, subject to approval by Agritope’s stockholders, receipt of regulatory approvals and satisfaction or waiver of other customary closing conditions. 

Agritope is an Oregon-based agricultural functional genomics and biotechnology company that
develops improved plant products and provides technology to the agricultural industry. Its fruit and
vegetable division specializes in the development of improved fruit, vegetable and flower varieties.
Agrinomics LLC, its 50 percent owned joint venture with Aventis CropScience (NYSE:AVE)
conducts a research, development and commercialization program in the field of plant functional
genomics. Vinifera, Inc., its majority owned subsidiary, offers superior grapevine plants to the
premium wine industry together with disease testing and elimination services. 

Exelixis, Inc. is a leading biotechnology company focused on the life sciences industries and
development through its expertise in comparative genomics and model system genetics. These
technologies provide a rapid, efficient and cost-effective way to move from DNA sequence data to
knowledge about the function of genes and the proteins that they encode. The company's technology is broadly applicable to all life science industries including pharmaceutical, diagnostic, agricultural biotechnology and animal health. Exelixis has partnerships with Bayer, Pharmacia, Bristol-Myers Squibb and Dow AgroSciences and is building its internal development program in the area of oncology. 

Company news release
N2974