EXHIBIT 2.1





                               AGREEMENT OF MERGER

     This Agreement of Merger is entered into as of June 28, 2002 between
Exelixis, Inc., a Delaware corporation ("EXELIXIS"), and Genomica Corporation, a
Delaware corporation ("GENOMICA").

     The parties hereto desire that Genomica be merged with and into Exelixis
and that Exelixis be the surviving corporation.

     For United States federal income tax purposes, it is intended that that
merger (the "MERGER") will qualify as a reorganization under the provisions of
Section 368(a) of the Internal Revenue Code of 1986, as amended applies.

     The parties agree as follows:

1.   Genomica  shall  be  merged  with  and  into  Exelixis.

2.   At  the  effective  time  of the Merger, each outstanding share of Genomica
     stock  shall  be  cancelled  without  consideration.

3.   At  the  effective  time  of  the Merger, all property, rights, privileges,
     franchises, patents, trademarks licenses, registrations and other assets of
     every  kind  and  description  of  Genomica  shall be transferred to and be
     vested  in  Exelixis  without  further action and all property, rights, and
     every  other  interest of Exelixis and Genomica shall be as effectively the
     property  of  Exelixis  as they were of Exelixis and Genomica respectively.

4.   At the effective time of the Merger, all of the obligations and liabilities
     of  every  kind  and  description  of Genomica shall be assumed by Exelixis
     without  further  action,  except  to the extent necessary to undertake the
     assumption  and  Exelixis,  on the one hand, and Genomica, its officers and
     directors  or  successor(s)  in  interest, on the other hand shall take all
     action  necessary to evidence and effect such assumption by Exelixis, at or
     prior  to  the  effective  time.

5.   The  Amended  and  Restated  Certificate  of Incorporation of Exelixis, the
     surviving  corporation,  as  in effect at the effective time of the Merger,
     shall  continue  in  full  force  and  effect  as  the Amended and Restated
     Certificate  of  Incorporation  of  the  surviving  corporation.

6.   The  directors  and officers of Exelixis shall continue in office until the
     next  annual  meeting of stockholders and until their successors shall have
     been  elected  and  qualified.

7.   The  effect  of  the  Merger  and  the  effective time of the Merger are as
     prescribed  by law, provided that the effective time of the Merger shall be
     the  time  of  the  filing  of  the  Certificate of Ownership and Merger by
     Exelixis  with  the  Secretary  of  the  State  of  Delaware.


                   [The following page is the signature page]




     IN  WITNESS WHEREOF, Exelixis and Genomica have caused this Agreement to be
signed  by  their respective duly authorized as of the date first above written.

             EXELIXIS, INC.

             By: /s/ George A. Scangos
                 -------------------------------
                 George  A.  Scangos
                 President  and  Chief  Executive  Officer

             GENOMICA  CORPORATION

             By: /s/ George A. Scangos
                 ----------------------
                 George  A.  Scangos
                 President






[Signature page of Agreement of Merger between Exelixis, Inc. and Genomica
Corporation]