Exelixis, Inc. (Nasdaq: EXEL) today announced the completion of its acquisition of Portland, Oregon based Agritope, an agricultural biotechnology company that develops improved plant products and provides technology for the agricultural industry. Agritope will be renamed Exelixis Plant Sciences, Inc. and will function as a wholly-owned subsidiary of Exelixis, Inc.

The acquisition provides Exelixis with expertise in higher plant model systems such as Micro-Tomato, Arabidopsis and grasses, as well as key intellectual property and extensive experience in plant biology. This proficiency, combined with Exelixis’ superior programs in bioinformatics, genomics and simple plant model system genetics programs, creates an industry-leading plant genomics program.

"The technology and intellectual property base of the newly formed Exelixis Plant Sciences will provide opportunities to establish additional funded partnerships with major companies in numerous areas with large market opportunities, including plant traits, industrial products, biopetroleums, and agricultural chemicals," stated George A. Scangos, Ph.D., president and chief executive officer of Exelixis, Inc. "We believe that we will be able to generate substantial income through nearer-term agricultural programs, which in turn will allow us to focus our internal research on our oncology development program."

In connection with the completion of the acquisition, the stockholders of Agritope will receive approximately 1.7 million shares of Exelixis common stock in exchange for all of the outstanding shares of Agritope Series A preferred and common stock. Outstanding Agritope stock options and warrants will be exercisable for shares of Exelixis common stock based on a final exchange ratio of 0.35 of a share of Exelixis common stock for each share of Agritope capital stock.

The acquisition will be accounted for as a purchase transaction. Exelixis’ financial statements for the period ending December 31, 2000 will include the results for Agritope for December 2000. In addition, in the fourth quarter and for 2000, Exelixis expects to record a one-time charge for acquired in-process research and development of approximately $38 million and approximately $0.5 million for amortization of goodwill and other acquired intangible assets. The company expects to record goodwill and other acquired intangible assets totaling $57 million, which will be amortized to earnings over future periods. The final determination of the in-process research and development charge and the goodwill and other acquired intangible assets to be recorded are subject to the completion of a final valuation analysis to be completed shortly following the closing.

Investors and stockholders of Exelixis have been advised to read the prospectus/proxy statement regarding the business combination transaction referred to above because it contains important information. Agritope and Exelixis have mailed the prospectus/proxy statement about the transaction to the Agritope stockholders. This prospectus/proxy statement has been filed with the Securities and Exchange Commission (the "SEC"). Investors and security holders may obtain a free copy of the prospectus/proxy statement and other documents filed by the companies at the SEC's web site at http://www.sec.gov. The prospectus/proxy statement and such other documents may also be obtained from Exelixis or Agritope by directing such requests to the companies. In addition to the registration statement and the prospectus/proxy statement, Exelixis and Agritope each file annual, quarterly and special reports, proxy statements, registration statements and other information with the Securities and Exchange Commission. You may read and copy any reports, statements or other information filed by Exelixis or Agritope at the SEC public reference rooms at 450 Fifth Street, N.W., Washington, D.C. 20549 or at any of the SEC's other public reference rooms in New York, New York and Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information on the public reference rooms. Agritope's and Exelixis' filings with the SEC are also available to the public from commercial document-retrieval services and at the web site maintained by the SEC at http://www.sec.gov. 

Agritope, Exelixis, their respective officers and directors and certain other members of management or employees may be deemed to be participants in the solicitation of proxies from stockholders of Agritope with respect to the transactions contemplated by the merger agreement. A description of any interests that Agritope's directors and executive officers have in the merger will be available in the proxy statement/prospectus.