Item 1.01 Entry into a Material Definitive Agreement.

On November 11, 2008, Affymetrix, Inc. ("Affymetrix") entered into an Agreement and Plan of Merger (the "Merger Agreement") with Panomics, Inc. ("Panomics") and the representative of the equityholders of Panomics, pursuant to which a wholly owned subsidiary of Affymetrix will be merged with and into Panomics, with Panomics surviving as a wholly owned subsidiary of Affymetrix. Affymetrix will pay approximately $73 million in cash to acquire Panomics, subject to certain adjustments as provided in the Merger Agreement, based upon the amount of Panomics's transaction expenses and the amount of Panomics's net cash at the closing of the transaction. A portion of the purchase price will be placed in escrow and will be paid to Affymetrix or to Panomics equityholders based on any claims for indemnification by Affymetrix during the escrow period. The transaction is expected to close in the fourth quarter of 2008 and is subject to customary closing conditions and regulatory approvals.

---

Table of Contents