Exhibit 2.2.1
AMENDMENT AND
WAIVER
MARCH 3, 2005
This Amendment and Waiver
(this “ Amendment ”) to that certain
Acquisition Agreement (the “Agreement” ),
dated as of September 28, 2004, by and between Solexa Limited,
(the “Company” ) and Lynx Therapeutics,
Inc. ( “Parent” ) is effective as of
March 3, 2005 (the “Amendment” ).
Capitalized terms not otherwise defined in this Amendment shall
have the meaning ascribed to them in the Agreement.
Whereas , pursuant to
Section 1.1(f)(iv) of the Agreement, Parent and the Company
determined that a reverse split of Parent’s common stock to
be reasonably necessary for the purposes of effecting the
transactions contemplated by the Agreement and the stockholders of
Parent approved such a reverse split of Parent’s common stock
at the annual meeting of stockholders held on March 1, 2005
(the “ Stockholders’ Meeting
”);
Whereas, pursuant to
Section 5.1 of the Agreement, Parent agreed, from the date of
the Agreement to the earlier of the First Closing Date or the
termination of the Agreement to, among other things, refrain from
certain actions, as more particularly described in said Section
5.1, without the prior written approval of the Company;
Whereas , following the
approval of the reverse stock split by the stockholders of Parent
at the Stockholders Meeting, the Board of Parent approved:
(A) a 1-for-2 reverse split of Parent’s common stock
(the “ Reverse Split” ), effective
March 2, 2005; and (B) a change of name to “Solexa,
Inc.” (the “ Name Change ”),
effective on or about March 3, 2005;
Whereas, pursuant to
Section 8.3 of the Agreement, the Agreement may be amended or
waived in writing; and
Whereas, subject to the
terms and conditions provided herein, the parties desire to amend
the Agreement, and the Company desires to approve the Reverse Split
and the Name Change, in each case in accordance with
Section 8.3 thereof.
Agreement
Now, Therefore , in
considerati
