Free Memorandum in Support of Motion - District Court of Connecticut - Connecticut

Case 3:00-cv-00705-CFD Document 151-2 Filed 06/07/2005 Page 1 of 1
EXHIBIT A I
ln the Action, plaintiffs allege that throughout the relevant period, Defendants
concealed material adverse information concerning Celera’s stated business plan by
issuing a series of false and misleading statements to the public and by omitting material
facts from those disclosures necessary to render the statements not misleading.
Specihcally, plaintiffs allege that Defendants misrepresented and failed to disclose that:
(ii) Celera needed exclusive rights to the human genome sequence to implement its stated
business plan sequence; (ii) a collaboration with the Human Genome Project was critical
to Celera’s ability to obtain exclusive rights to the human genome sequence that was
necessary to implement its business model; (iii) collaboration discussions between Celera
and the Human Genome Project, which had occurred throughout the Fall of 1999,
culminated at a December 29, 1999 meeting, after which Celera knew it would not be
able to achieve the necessary collaboration with the Human Genome Project; and (iv)
Celera was incapable of producing patentable gene sequences. Plaintiffs allege that these
material misrepresentations and omissions caused Celerais statements in the Registration
Statement and Prospectus to be materially false and misleading, thereby artificially
inflating the price of Celera’s stock, in violation ofthe federal securities laws.