SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
Affymetrix, Inc.
---------------------------------------------------------
(Name of Issuer)
Common Stock, No Par Value
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(Title of Class of Securities)
00826T 10 8
---------------------------------------------------------
(CUSIP Number)
Stephen Cowden
Glaxo Wellcome plc
Glaxo Wellcome House, Berkeley Avenue
Greenford, Middlesex UB6 0NN, England
011-44-171-493-4060
---------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copies to:
D. Rhett Brandon
Simpson Thacher & Bartlett
425 Lexington Avenue
New York, NY 10017-3954
212-455-2000
August 2, 1999
---------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is
filing this schedule because of Rules 13d-1(e), 13d-1(f), or 13d-1(g), check
the following box. /_/
Note: Schedules filed in paper format shall include a signed
original and five copies of the schedule, including all exhibits. See
Rule 13d-7(b) for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section
of the Act but shall be subject to all other provisions of the Act
(however, see the Notes).
<PAGE>
SCHEDULE 13D
CUSIP No. 00826T 10 8 Page 2 of 17 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glaxo Wellcome plc
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
Joint Filing (b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
NUMBER OF 7 SOLE VOTING POWER
SHARES 8,042,292
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 8,042,292
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,042,292
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
31.22 %
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 00826T 10 8 Page 3 of 17 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glaxo Group Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
Joint Filing (b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
NUMBER OF 7 SOLE VOTING POWER
SHARES 7,962,296
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 7,962,296
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,962,296
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
30.91 %
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 00826T 10 8 Page 4 of 17 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glaxo Venture Limited
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
Joint Filing (b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,705,067
BENEFICIALLY
OWNED BY
EACH 8 SHARED VOTING POWER
REPORTING None
PERSON
WITH 9 SOLE DISPOSITIVE POWER
6,705,067
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,705,067
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.03 %
14 TYPE OF REPORTING PERSON *
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 00826T 10 8 Page 5 of 17 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Glaxo Wellcome Americas Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
Joint Filing (b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7 SOLE VOTING POWER
SHARES 1,257,229
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,257,229
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,257,229
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.88 %
14 TYPE OF REPORTING PERSON*
HC
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 00826T 10 8 Page 6 of 17 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Affymax N.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
Joint Filing (b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands
NUMBER OF 7 SOLE VOTING POWER
SHARES 6,705,067
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 6,705,067
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,705,067
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
26.03 %
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 00826T 10 8 Page 7 of 17 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Affymax Technologies N.V.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
Joint Filing (b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands Antilles
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,746,592
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 5,746,592
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,746,592
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
22.31%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
SCHEDULE 13D
CUSIP No. 00826T 10 8 Page 8 of 17 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Douglas M. Hurt
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
Joint Filing (b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,998 (Not to be construed as an admission of beneficial
ownership).
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.16%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
SCHEDULE 13D
CUSIP No. 00826T 10 8 Page 9 of 17 Pages
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Barry C. Ross
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) /_/
Joint Filing (b) /_/
3 SEC USE ONLY
4 SOURCE OF FUNDS*
Not Applicable
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) /_/
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
NUMBER OF 7 SOLE VOTING POWER
SHARES None
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH None
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH None
10 SHARED DISPOSITIVE POWER
None
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
39,998 (Not to be construed as an admission of beneficial
ownership).
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* /_/
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.16 %
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
Page 10 of 17
This statement on Schedule 13D relates to the Common Stock, no par
value (the "Affymetrix Common Stock") of Affymetrix, Inc., a Delaware
corporation (the "Company") and constitutes Amendment No. 1 to the Schedule
13D, as amended and supplemented (the "Schedule 13D"), originally filed with
the Commission on February 16, 1999 by (i) Glaxo Wellcome plc ("Glaxo
Wellcome"), (ii) Glaxo Group Limited ("Glaxo Group"), (iii) Glaxo Venture
Limited ("Glaxo Venture"), (iv) Glaxo Wellcome Americas Inc. ("Glaxo
Americas"), (v) Affymax N.V. ("Affymax"), (vi) Affymax Technologies N.V.
("Affymax Technologies"), (vii) Mr. Douglas M. Hurt and (viii) Dr. Barry C.
Ross. The foregoing persons shall collectively be referred to herein as the
"Glaxo Reporting Persons." This statement amends and supplements the
Schedule 13D to include the information set forth herein. Capitalized terms
not defined herein have the meanings given to such terms in the prior
statement on Schedule 13D.
This Schedule 13D is being filed jointly by the Glaxo Reporting
Persons. Information contained herein with respect to each Glaxo Reporting
Person is given solely by such Glaxo Reporting Person and no Glaxo Reporting
Person has the responsibility for the accuracy or completeness of information
supplied by another Glaxo Reporting Person. The agreement among the Glaxo
Reporting Persons relating to the joint filing of this Schedule 13D is
attached as Exhibit 1 hereto.
The information set forth in the Exhibits attached hereto is hereby
expressly incorporated herein by reference and the response to each item of
this statement is qualified in its entirety by the provisions of such
Exhibits.
ITEM 3. Source and Amount of Funds or Other Consideration.
The information contained in Item 3 of the Schedule 13D is hereby
amended and supplemented by the information set forth in Items 4 and 5 below,
which is hereby incorporated by reference herein.
ITEM 4. Purpose of Transaction.
On August 2, 1999, as part of an intercompany transfer, Affymax
conveyed its beneficial interest in 1,000,000 shares of Affymetrix Common
Stock to its indirect parent company, Glaxo Group. The shares were owned of
record by Affymetrix Technologies, a wholly-owned direct subsidiary of
Affymax. Glaxo Group subsequently sold these shares in the Nasdaq National
Market at a price of $65 per share. This disposition of 1,000,000 shares of
Affymetrix Common Stock was made for investment purposes only.
On August 5, 1999, Glaxo Americas converted all of its shares of
the Company's Series AA Preferred Stock (the "Affymetrix Preferred Stock")
into 1,257,229 shares of Affymetrix Common Stock. This conversion of the
Affymetrix Preferred Stock for 1,257,229 shares of Affymetrix Common Stock
was made for investment purposes only.
<PAGE>
Page 11 of 17
On August 6, 1999, Glaxo Wellcome entered into a Letter Agreement
with the Company whereby Glaxo Wellcome agreed that it will not, without the
prior written consent of the Company (1) sell or otherwise transfer or
dispose of, directly or indirectly, any shares of Affymetrix Common Stock,
(2) enter to any swap or other arrangement that transfers the economic
consequences of ownership of any shares of Affymetrix Common Stock and (3)
make any demand for or exercise any right with respect to the registration of
any shares of Affymetrix Common Stock. The Letter Agreement will terminate
and be of no further force or effect on December 1, 1999.
ITEM 5. Interest in Securities of the Issuer.
As of July 1, 1999, based upon information set forth the Form S-3
filed by the Company on July 12, 1999, there were 24,259,186 shares of
Affymetrix Common Stock outstanding. In addition, for purposes of Rule 13d-3
under the Exchange Act, the shares of Affymetrix Common Stock with respect to
the conversion of the Affymetrix Preferred Stock into 1,257,229 shares of
Affymetrix Common Stock on August 5th, the options for Dr. Barry C. Ross,
and certain warrants owned by Affymax and Affymax Technologies increase the
diluted number of shares of Affymetrix Common Stock outstanding to
25,760,294. The Affymetrix Common Stock ownership percentages set forth
below are based on this number of shares.
(a) and (b) The Voting Trust Agreement, dated as of April 14, 1998
(the "Voting Trust Agreement") entered into among Glaxo Americas, the Company
and Wachovia Bank, N.A. in connection with the purchase of the Affymetrix
Preferred Stock, was terminated as a result of the conversion of all of the
Affymetrix Preferred Stock for 1,257,229 shares of Affymetrix Common Stock.
As of the date of this Schedule 13D, Glaxo Wellcome is the
beneficial owner of 8,042,292 shares of Affymetrix Common Stock, representing
31.22 % of the outstanding shares of Affymetrix Common Stock. Glaxo Wellcome
has the sole power to vote or direct the vote and to dispose or direct the
disposition of all such shares of Affymetrix Common Stock.
As of the date of this Schedule 13D, Glaxo Group is the beneficial
owner of 7,962,296 shares of Affymetrix Common Stock, representing
approximately 30.91 % of the outstanding shares of Affymetrix Common Stock.
Glaxo Group has the sole power to vote or direct the vote and to dispose or
direct the disposition of all such shares of Affymetrix Common Stock.
As of the date of this Schedule 13D, Glaxo Venture is the
beneficial owner of 6,705,067 shares of Affymetrix Common Stock, representing
approximately 26.03 % of the outstanding shares of Affymetrix Common Stock.
Glaxo Venture has the sole power to vote or direct the vote and to dispose or
direct the disposition of all of such shares of Affymetrix Common Stock.
As of the date of this Schedule 13D, Glaxo Americas is the record
owner of 1,257,229 shares of Affymetrix Common Stock, representing
approximately 4.88 % of the outstanding shares of Affymetrix Common Stock.
Glaxo Americas has the sole power to vote or direct the vote and to dispose
or direct the disposition of all of such shares of Affymetrix Common Stock.
<PAGE>
Page 12 of 17
As of the date of this Schedule 13D, Affymax is the owner,
beneficial and of record, of 6,705,067 shares of Affymetrix Common Stock,
representing approximately 26.03 % of the outstanding shares of Affymetrix
Common Stock. Affymax directly owns 889,554 shares of Affymetrix Common
Stock and beneficially owns, through its wholly-owned subsidiary, Affymax
Technologies, 5,746,592 shares of Affymetrix Common Stock. Affymax also
directly owns the Affymax Warrant, dated December 29, 1994, which allows
Affymax to purchase 68,921 shares of Affymetrix Common Stock at $8.25 per
share. The Affymax Warrant will expire on December 29, 1999. Affymax has
the sole power to vote or direct the vote and to dispose or direct the
disposition of all of such shares of Affymetrix Common Stock.
As of the date of this Schedule 13D, Affymax Technologies is the
owner, beneficial and of record, of 5,746,592 shares of Affymetrix Common
Stock, representing approximately 22.31 % of the outstanding shares of
Affymetrix Common Stock. Affymax Technologies is the record owner of
5,611,632 shares of Affymetrix Common Stock. In addition, Affymax
Technologies directly owns 3 warrants which allow Affymax Technologies to
purchase a total of 134,960 shares of Affymetrix Common Stock at $8.25 per
share: (1) the warrant to purchase 63,230 shares will expire on March 31,
2000; (2) the warrant to purchase 53,797 shares will expire on June 30, 2000;
and (3) the warrant to purchase 17,933 shares will expire on July 31, 2000.
Affymax Technologies has the sole power to vote or direct the vote and to
dispose or direct the disposition of all of such shares of Affymetrix Common
Stock.
As of the date of this Schedule 13D, pursuant to currently
exercisable stock options granted to him by the Company, Dr. Barry C. Ross
may be deemed to beneficially own 39,998 shares of Affymetrix Common Stock,
representing less than 0.16 % of the outstanding shares of Affymetrix Common
Stock. These shares are held by Dr. Barry C. Ross for the benefit of Glaxo
Wellcome, which has the sole power to direct both the voting and disposition
of such shares. Dr. Barry C. Ross disclaims beneficial ownership of the
securities of the Company reported in this Schedule 13D, and the filing of
this Schedule 13D shall not be construed as an admission that Dr. Barry C.
Ross is the beneficial owner of any securities of the Company.
On March 15, 1999, at the direction of Glaxo Wellcome, Mr. Douglas
M. Hurt exercised the stock options granted to him by the Company and
purchased 39,998 shares of Affymetrix Common Stock at the option price of
$0.675 per share. These shares represent less than 0.16% of the outstanding
shares of Affymetrix Common Stock. These shares are held by Mr. Douglas M.
Hurt for the benefit of Glaxo Wellcome, which has the sole power to direct
both the voting and disposition of such shares. Mr. Douglas M. Hurt
disclaims beneficial ownership of the securities of the Company reported in
this Schedule 13D, and the filing of this Schedule 13D shall not be construed
as an admission that Mr. Douglas M. Hurt is the beneficial owner of any
securities of the Company.
(c) To the best knowledge of each of the Glaxo Reporting Persons,
none of the Glaxo Reporting Persons has engaged in any transaction during the
past 60 days in any shares of Affymetrix Common Stock other than as
described in Item 4 above.
<PAGE>
Page 13 of 17
(d) To the best knowledge of each of the Glaxo Reporting Persons,
no person, other than the Glaxo Reporting Persons, has the right to receive
or the power to direct the receipt of dividends from, or the proceeds from
the sale of, the shares of Affymetrix Common Stock beneficially owned by the
Glaxo Reporting Persons.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships with
respect to Securities of the Issuer.
The information contained in Item 6 of the Schedule 13D is hereby
amended and supplemented by the information set forth above in Items 4 and 5,
which is hereby incorporated by reference herein.
ITEM 7. Material to be Filed as Exhibits.
1. Joint Filing Agreement among Glaxo Wellcome plc, Glaxo Group Limited,
Glaxo Venture Limited, Glaxo Wellcome Americas Inc., Affymax N.V.,
Affymax Technologies N.V., Mr. Douglas M. Hurt, and Dr. Barry C. Ross.
2. Letter Agreement between Glaxo Wellcome plc and Affymetrix, Inc., dated
August 6, 1999.
<PAGE>
Page 14 of 17
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete
and correct.
GLAXO WELLCOME PLC
By: /s/ Stephen J. Cowden
----------------------------
Name: Stephen J. Cowden
Title: Company Secretary
Dated: August 10, 1999
<PAGE>
Page 15 of 17
INDEX OF EXHIBITS
Sequentially
Exhibit Number Description Numbered Page
1. Joint Filing Agreement among Glaxo 16
Wellcome plc, Glaxo Group Ltd., Glaxo
Venture Ltd., Glaxo Wellcome Americas
Inc., Affymax N.V., Affymax Technologies
N.V., Mr. Douglas M. Hurt, and Dr. Barry
C. Ross.
2. Letter Agreement between Glaxo Wellcome 17
plc and Affymetrix, Inc., dated August
6, 1999
<PAGE>
Page 16 of 17
EXHIBIT 1 TO SCHEDULE 13D
JOINT FILING AGREEMENT
Each of the undersigned hereby agrees and consents that the
Amendment to Schedule 13D filed herewith (this "Amendment") by Glaxo Wellcome
plc ("Glaxo Wellcome") is filed on behalf of each of them pursuant to the
authorization of each of them to Glaxo Wellcome to make such filing and that
such Amendment is filed jointly on behalf of each of them, pursuant to
Sections 13(d) and 13(g) of the U.S. Securities Exchange Act of 1934, as
amended, and the rules promulgated thereunder. Each of the undersigned
hereby agrees that such Amendment is, and any further amendments to the
Schedule 13D filed on February 16, 1999 by Glaxo Wellcome will be, filed on
behalf of each of the undersigned. Each of the persons is not responsible
for the completeness or accuracy of the information concerning the other
persons making this filing unless such person knows or has reason to believe
that such information is inaccurate. This agreement may be signed in
counterparts.
GLAXO WELLCOME PLC GLAXO GROUP LIMITED
By: /s/ S. J. Cowden By: /s/ S. J. Cowden
--------------------- -------------------------
Name: S.J. Cowden Name: S.J. Cowden
Title: Secretary Title: Secretary
GLAXO VENTURE LIMITED GLAXO WELLCOME AMERICAS INC.
By: /s/ S. J. Cowden By: /s/ Jack Smith
--------------------- -------------------------
Name: S.J. Cowden Name: Jack Smith
Title: Secretary Title: Secretary
AFFYMAX N.V. AFFYMAX TECHNOLOGIES N.V.
By: /s/ V. A. Llewellyn By: /s/ V. A. Llewellyn
--------------------- -------------------------
Name: V.A. Llewellyn Name: V.A. Llewellyn
Title: Company Secretary Title: Company Secretary
DR. BARRY C. ROSS MR. DOUGLAS M. HURT
By: /s/ Barry C. Ross By: /s/Douglas M. Hurt
--------------------- -------------------------
<PAGE>
Page 17 of 17
EXHIBIT 2 TO SCHEDULE 13D
August 6, 1999
Affymetrix, Inc.
3380 Central Expressway
Santa Clara, CA 95051
Attn: Edward M. Hurwitz
Dear Sirs and Mesdames:
The undersigned understands that Affymetrix Inc., a Delaware
corporation (the "Company") desires to maintain an orderly trading market for
the Company's securities and that such orderly market is in the best interest
of the undersigned. Therefore, the undersigned hereby agrees that, without
the prior written consent of the Company, it will not, during the period
commencing on the date hereof and ending on December 1, 1999 (1) offer,
pledge, sell, contract to sell, sell any option or contract to purchase,
purchase any option or contract to sell, grant any option, right or warrant
to purchase, lend, or otherwise transfer or dispose of, directly or
indirectly, any shares of Common Stock or any securities convertible into or
exercisable or exchangeable for Common Stock or (2) enter into any swap or
other arrangement that transfers to another, in whole or in part, any of the
economic consequences of ownership of Common Stock, whether any such
transaction described in clause (1) or (2) above is to be settled by delivery
of Common Stock or such other securities, in cash or otherwise. In addition,
the undersigned agrees that (1) without the prior written consent of the
Company, it will not, during the period commencing on the date hereof and
ending on December 1, 1999, make any demand for or exercise any right with
respect to, the registration of any shares of Common Stock or any security
convertible into or exercisable or exchangeable for common stock.
Notwithstanding clauses (1) and (2) in the immediately preceding
paragraph, this agreement shall not prohibit transfers made by the
undersigned to an affiliate (as such term is defined under Rule 144(a) of the
U.S. Securities Act of 1933, as amended), restrictions set forth herein.
This letter agreement shall terminate and be of no further force
and effect on December 1, 1999.
Very truly yours,
/s/ S M Bicknell
------------------------
Title: Assistant Secretary
