This AGREEMENT AND PLAN OF MERGER (the "AGREEMENT") is made and entered

into as of June 13, 2001, by and among LEXICON GENETICS INCORPORATED, a Delaware

corporation ("PARENT"), its wholly-owned subsidiary, ANGLER ACQUISITION CORP., a

Delaware corporation ("MERGER SUB"), and COELACANTH CORPORATION, a Delaware

corporation ("COMPANY").



                                    RECITALS:



         WHEREAS, the respective Boards of Directors of Company, Parent and

Merger Sub have determined that it is in the best interests of their respective

companies and the stockholders of their respective companies that Company and

Merger Sub combine into a single company through the statutory merger of Merger

Sub with and into Company (the "MERGER") and, in furtherance thereof, have

approved the Merger in accordance with the applicable provisions of the Delaware

General Corporation Law ("DELAWARE LAW") upon the terms and subject to the

conditions set forth herein; and



         WHEREAS, Company, Parent and Merger Sub desire to make certain

representations, warranties, covenants and other agreements in connection with

the Merger; and



         WHEREAS, holders of at least a majority of the requisite classes and

series of the Company's outstanding capital stock required to approve the Merger

have executed an agreement granting Parent an irrevocable proxy to vote such

holders' shares of capital stock in favor of the Merger and the transactions

contemplated thereby.



         NOW, THEREFORE, in consideration of the mutual representations,

warranties, covenants and agreements set forth herein, and for other good and

valuable consideration, and intending to be legally bound hereby, the parties

hereto agree as follows:



                                   ARTICLE 1



                                   THE MERGER



     SECTION 1.1 THE MERGER. At the Effective Time (as hereinafter defined) and

subject to and upon the terms and conditions of this Agreement and the

Certificate of Merger attached hereto as Exhibit A (the "CERTIFICATE OF MERGER")

and the applicable provisions of Delaware Law, Merger Sub shall be merged with

and into the Company, the separate corporate existence of Merger Sub shall

cease, and the Company shall continue as the surviving corporation and a

wholly-owned subsidiary of Parent. The Company, as the surviving corporation,

after the Merger is hereinafter sometimes referred to as the "SURVIVING

CORPORATION."



     SECTION 1.2 CLOSING; EFFECTIVE TIME. The closing of the transactions

contemplated hereby (the "CLOSING") shall take place as soon as practicable

following the execution of the Agreement and after the satisfaction or waiver of

each of the conditions set forth



{PAGE}   3



in Article 5 hereof, or at such other time as the parties hereto agree (the

"CLOSING DATE"). The Closing shall take place at the offices of Mintz Levin Cohn

Ferris Glovsky & Popeo P.C., 666 Third Avenue, New York, New York, or at such

other location as the parties hereto agree. In connection with the Closing, the

parties hereto shall cause the Merger to be consummated by filing the

Certificate of Merger, and any other documents required by Delaware Law, with

the Secretary of State of the State of Delaware, in accordance with the relevant

provisions of Delaware Law (the time of such filings being the "EFFECTIVE

TIME").



     SECTION 1.3 EFFECT OF THE MERGER. At the Effective Time, the effect of the

Merger shall be as provided in this Agreement, the Certificate of Merger and the

applicable provisions of Delaware Law. Without limiting the generality of the

foregoing, and subject thereto, at the Effective Time, all the property, rights,

privileges, powers and franchises of the Company and Merger Sub shall vest in

the Surviving Corporation, and all debts, liabilities and duties of the Company

and Merger Sub shall become the debts, liabilities and duties of the Surviving

Corporation, and the Surviving Corporation shall become a wholly-owned

subsidiary of Parent.



     SECTION 1.4 CERTIFICATE OF INCORPORATION; BYLAWS.



         (a) At the Effective Time, the Certificate of Incorporation of the

Merger Sub, as in effect immediately prior to the Effective Time, shall be the

Certificate of Incorporation of the Surviving Corporation, until thereafter

amended as provided by Delaware Law.



         (b) The Bylaws of Merger Sub, as in effect immediately prior to the

Effective Time, shall be the Bylaws of the Surviving Corporation until

thereafter amended as provided by Delaware Law and such Bylaws.



     SECTION 1.5 DIRECTORS AND OFFICERS.



         (a) At the Effective Time, the directors of Merger Sub shall be the

directors of the Surviving Corporation, until their respective successors are

duly elected or appointed and qualified.



         (b) The officers of the Company, as in effect immediately prior to the

Effective Time, shall be the officers of the Surviving Corporation, until their

respective successors are duly elected or appointed and qualified.



     SECTION 1.6 EFFECT ON CAPITAL STOCK Subject to the terms and conditions of

this Agreement and the Certificate of Merger, as of the Effective Time and by

virtue of the Merger and without any further action on the part of Parent,

Merger Sub, Company or the holders of any of the Company's securities:



         (a) Conversion of Company Capital Stock. At the Effective Time, except

as otherwise provided in Section 1.6(b) and 1.6(f), all shares of capital stock

of the Company issued and outstanding immediately prior to the Effective Time

(other than any such shares owned by Merger Sub, collectively, the "Shares"),

shall be converted into the right to receive unregistered shares of Parent's

common stock, par value $.001 per share (the "PARENT COMMON STOCK"), with



                                       2

{PAGE}   4



an aggregate value, based on the Average Closing Price (as hereinafter defined)

of $32,000,000 (the "PURCHASE PRICE") provided that no fractional shares of

Parent Common Stock shall be issued and, in lieu thereof, a cash payment shall

be made pursuant to Section 1.6(g) valued at the Average Closing Price. All such

Shares, by virtue of the Merger and without any action on the part of the

holders thereof, shall no longer be outstanding and shall be canceled and

retired and shall cease to exist, and each holder of a certificate representing

any such Shares shall thereafter cease to have any rights with respect to such

Shares, except each such holder's right to receive the Purchase Price for such

Shares shall be as follows: (A) 90% of such Purchase Price shall be payable upon

surrender of such certificate in accordance with Section 1.8 and, (B) following

such surrender, up to 10% of such Purchase Price shall be payable upon

distribution of the Escrow Fund (as hereinafter defined) under the Indemnity

Escrow Agreement (as hereinafter defined) in accordance with the terms thereof.

The Purchase Price shall be allocated and disbursed among the holders of the

Company's capital stock (the "STOCKHOLDERS") in accordance with the provisions

of the Amended and Restated Certificate of Incorporation of the Company, in

effect as of the date of this Agreement. Hypothetical examples of Purchase Price

allocation, based on various transaction values, are set forth in Exhibit B

attached hereto.



For purposes of this Agreement, the term "AVERAGE CLOSING PRICE" shall mean the

average closing price of a share of Parent Common Stock on the Nasdaq National

Market for the 30 calendar days ending on the third calendar day prior to the

Closing Date; provided, however, that (i) if such price is equal to or less than

$8.87, the Average Closing Price shall be deemed to be $8.87, and (ii) if such

price is equal to or greater than $13.30, the Average Closing Price shall be

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