Invitrogen Corporation and Vertex Pharmaceuticals Incorporated announced that they have signed a definitive agreement whereby Invitrogen will acquire PanVera LLC's leading-edge biochemical and cellular assay capabilities and its commercial portfolio of proprietary reagents, probes and proteins for $95 million in cash, subject to normal purchase conditions and adjustments.

Madison, Wisconsin-based PanVera LLC is a wholly-owned subsidiary of Vertex Pharmaceuticals Incorporated that markets many proprietary technologies of the former Aurora Biosciences Corporation, which was acquired by Vertex in 2001. PanVera provides services and products that accelerate the discovery of new medicines by the pharmaceutical and biopharmaceutical industries. The transaction has been approved by the boards of directors of both companies and is anticipated to close, subject to regulatory review, in the first or early second quarter of 2003.

This acquisition brings many key technologies to Invitrogen, significantly broadening our product offerings for determination of protein function, labeling and detection of biological molecules, and custom and pre-packaged biochemical and cell-based assays. This transaction also includes a new R&D and manufacturing facility and a highly-skilled employee base in Madison, Wisconsin, said James Glynn, president and CEO of Invitrogen. In addition to helping us better serve the evolving needs of our customers, we expect to provide more efficient service because our marketing strength and worldwide sales force are already focused on the same customer base addressed by PanVera's products. We expect the transaction will be accretive to our pro forma Earnings Per Share in 2003.

Invitrogen is a leader in the life sciences market and is well-positioned to commercialize these key technologies to support scientists engaged in drug discovery efforts, said Joshua Boger, Ph.D., chairman and CEO of Vertex. This transaction represents another important step to support Vertex's core objectives: to discover, develop and commercialize pharmaceutical products directed at areas of high unmet medical need. The transaction captures significant cash value and further enhances Vertex's strong financial profile entering 2003."

The assets we are acquiring will bring Invitrogen exclusive rights, through either ownership or exclusive license, to approximately 300 patents and pending patent applications worldwide, materially expanding Invitrogen's patent portfolio, said John Carrino, Ph.D., Invitrogen's vice president of R&D. These patents cover the beta-lactamase reporter system and additional fluorescence-based technologies essential for the elucidation of protein function, certain voltage sensor probes for the development of high-throughput ion channel assays, and kinase and nuclear receptor assay technologies for use in drug discovery and basic research efforts. Many of these technologies were formerly commercialized by Aurora Biosciences and were available only to a select group of customers. We believe the acquisition of these technologies by Invitrogen will enable the dissemination of these key technologies and products to a broader group of researchers worldwide.

Vertex Pharmaceuticals acquired the PanVera Corporation as part of the Company's acquisition of Aurora Biosciences in July 2001. PanVera LLC is a successor in interest to PanVera Corporation.