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INDEX OF DEFINED TERMS

Defined Term		Section

Acceptance Date		1.1(b)
Affiliate		5.1(a)
Agreement		Preamble
Anti-Takeover Statute		7.6
Business Day		1.1(a)
By-Laws		2.4
Certificate		3.1(c)
Certificate of Incorporation		2.3
Certificate of Merger		2.2
Closing		4.1
Closing Date		4.1
Company		Preamble
Company Common Stock		Recitals
Company Disclosure Schedule		5.1
Company Material Adverse Effect		5.1(a)
Company Option		3.1(d)
Company Outstanding Shares		3.2(a)
Company Report		5.1(e)(i)
D&O Insurance		7.10(ii)
DGCL		1.2(a)
Dissenting Shares		3.3(a)
Effective Time		2.2
Exchange Act		1.1(a)
Exchange Fund		3.2(a)
Expiration Date		1.1(b)
Governmental Entity		1.1(a)
Indemnified Person		7.9(b)
Law		1.1(b)
Maximum Annual Premium		7.9(b)
Merger		Recitals
Merger Consideration		3.1(c)
Merger Sub		Preamble
Merrill Lynch		1.2(a)
Novartis		Preamble
Novartis Disclosure Schedule		5.2
Offer		Recitals
Offer Documents		1.1(a)
Offer Price		Recitals
Option Cash Payment		3.1(d)
Organizational Documents		5.1(a)

iii

AGREEMENT AND PLAN OF MERGER

ARTICLE I The Offer
1.1	The Offer
1.2	Company Actions
1.3	Directors

ARTICLE II The Merger
2.1	The Merger
2.2	Effective Time
2.3	Certificate of Incorporation
2.4	By-Laws
2.5	Directors
2.6	Officers

ARTICLE III Effect of the Merger on Capital Stock; Exchange of Certificates
3.1	Effect on Capital Stock
3.2	Exchange of Share Certificates
3.3	Dissenters Rights
3.4	Stockholders Meeting
3.5	Merger Without Meeting of Stockholders

ARTICLE IV The Closing
4.1	Closing

ARTICLE V Representations and Warranties
5.1	Representations and Warranties of the Company
5.2	Representations and Warranties of Novartis and Merger Sub

ARTICLE VI Conduct of Business Pending the Merger
6.1	Covenants of the Company

ARTICLE VII Additional Agreements
7.1	Access
7.2	No Solicitation
7.3	Other Actions; Notification
7.4	Publicity
7.5	Expenses
7.6	Anti-Takeover Statute
7.7	Novartis Vote
7.8	Section 16 Matters
7.9	Indemnification; Directors and Officers Insurance

ARTICLE VIII Conditions

8.1	Conditions to Each Partys Obligation to Effect the Merger

ARTICLE IX Termination
9.1	Termination by Mutual Consent
9.2	Termination Upon Termination of the Santo Agreement
9.3	Termination Upon Expiration of Offer Without Requisite Tender Amount
9.4	Effect of Termination and Abandonment

ARTICLE X Miscellaneous and General
10.1	Survival
10.2	Modification or Amendment
10.3	Waiver of Conditions
10.4	Counterparts
10.5	Governing Law and Venue
10.6	Notices
10.7	Entire Agreement; No Other Representations
10.8	No Third-Party Beneficiaries
10.9	Severability
10.10	Interpretation
10.11	Assignment
10.12	Parent Guarantee