8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 2, 2005

SOLEXA, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

000-22570
(Commission File No.) 94-3161073
(IRS Employer Identification No.)

25861 Industrial Blvd.
Hayward, California 94545
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (510) 670-9300

Lynx Therapeutics, Inc.
(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 1.01 Entry into a Material Definitive Agreement.
	Item 2.01. Completion of Acquisition or Disposition of Assets.
	Item 5.01. Changes in Control of Registrant.
	Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.
	Item 8.01. Other Events.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBITS
EXHIBIT 2.2.1
EXHIBIT 3.1.2
EXHIBIT 3.3
EXHIBIT 99.1
EXHIBIT 99.2
EXHIBIT 99.3

Item 1.01 Entry into a Material Definitive Agreement.

On March, 3, 2005, Solexa, Inc., a Delaware corporation (formerly Lynx Therapeutics, Inc.) (the “Company”), and Solexa Limited, a private company registered in England and Wales, entered into an Amendment and Waiver (the “Amendment and Waiver”) to that certain Acquisition Agreement, dated September 28, 2004, by and between the Company and Solexa Limited (the “Agreement”).

A copy of the Amendment and Waiver to the Agreement, dated March 3, 2005, is attached hereto as Exhibit 2.2.1 and is incorporated herein by reference.

Item 2.01. Completion of Acquisition or Disposition of Assets.

On March 4, 2005, the Company closed a business combination transaction with Solexa Limited pursuant to the terms and conditions of the Agreement (the “Transaction”). In connection with the Transaction, the Company will issue an aggregate of 14,750,000 shares of its common stock in exchange for the entire issued and outstanding share capital and options to acquire shares of Solexa Limited, and Solexa Limited will become a wholly-owned subsidiary of the Company.

Press releases announcing approval by the Company’s stockholders of the Transaction at the Company’s annual meeting of stockholders held on March 1, 2005 (the “Annual Meeting”) and the closing of the Transaction are attached hereto as Exhibit 99.1 and Exhibit 99.2, respectively, and are incorporated herein by reference.

Item 5.01. Changes in Control of Registrant.

(a) Reference is made to Item 2.01 of this report. As a result of the Transaction, Solexa Limited shareholders hold approximately 80% of the outstanding shares of the Company’s common stock in the aggregate and existing stockholders of the Company hold approximately 20% of the Company’s outstanding common stock in the aggregate immediately following the closing of the Transaction. With respect to the shareholders of Solexa Limited, entities affiliated with Abingworth Bioventures hold approximately 26% of the Company’s outstanding common stock, entities affiliated with Amadeus Capital Partners hold approximately 20% of the Company’s outstanding common stock, entities affiliated with Oxford Biosciences Partners IV L.P. hold approximately 14% of the Company’s outstanding common stock and entities affiliated with Schroder Venture Partners hold approximately 17% of the Company’s outstanding common stock immediately following the closing of the Transaction.

In addition, John West, Chief Executive Officer of Solexa Limited, has been appointed Chief Executive Officer of the Company effective as of the closing of the Transaction. Mary Schramke, who has served as Acting Chief Executive Officer of the Company since December 15, 2004, will continue as Vice President and General Manager, Genomics Services, of the Company.

Leroy Hood, James C. Kitch, Marc D. Kozin, James V. Mitchell and David C. U’Prichard resigned as directors of the Company effective as of the closing of the Transaction and Genghis Lloyd-Harris, Tom Daniel, Hermann Hauser, Mark Carthy and John West, who each currently serve as directors of Solexa Limited, have been appointed to the Board of Directors of the Company (the “Board”).

Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

Reference is made to Item 5.01 of this report.

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(c) John West, age 47, was appointed Chief Executive Officer of the Company effective as of the closing of the Transaction. Mr. West has served as a director of Solexa Limited since August 2004. In August 2004, Mr. West was appointed Chief Executive Officer of Solexa Limited. From January 2001 to July 2004, Mr. West was Vice President at Applied Biosystems, Inc. where he was last responsible for the company’s instrument and reagent products for DNA sequencing, gene expression, genotyping, PCR and DNA synthesis. From January 1999 to January 2001, Mr. West was the Marketing Director for Microfluidics at Coventor, Inc. (fka Microcosm Technologies, Inc.). From 1996 to June 1998, Mr. West was the President of Princeton Instruments, Inc. and from June 1990 to 1996 he was a General Manager at Princeton Instruments, Inc. Prior to Princeton Instruments, Inc., Mr. West was the President and founder of BioAutomation, Inc. Mr. West received BS and MS degrees in engineering from MIT and an MBA in Finance from the Wharton School at the University of Pennsylvania.

The Company and Mr. West intend to enter into an employment agreement on terms substantially similar to Mr. West’s current employment agreement with Solexa Limited. As more fully described in the section entitled “Interest of Directors, Officers and Affiliates” of the Proxy Statement/Prospectus filed with the Securities and Exchange Commission on January 24, 2005, Mr. West currently receives an annual salary of $275,000, a fee of $25,000 for serving on the board of directors of Solexa Limited and an additional $2,700 per month to compensate him for his housing expenses. The Company has also agreed that Mr. West will be granted an option to purchase shares of the Company’s common stock to bring his total as-converted ownership to four percent of the Company’s outstanding shares of common stock (on an as-converted basis). Mr. West will also be entitled to receive an annual bonus of up to an aggregate of $100,000 for the period ending December 31, 2005 and certain special bonuses based upon the achievement of certain milestones.

(d) Genghis Lloyd-Harris, Tom Daniel, Hermann Hauser, Mark Carthy and John West, who each currently serve as directors of Solexa Limited, have been appointed to the Board to fill the vacancies created as a result of the current director resignations. Craig C. Taylor will remain a director of the Company and member of the Compensation Committee, Nominating and Corporate Governance Committee and Audit Committee of the Board. Genghis Lloyd-Harris is expected to be appointed to the Audit Committee, Compensation Committee and the Nominating and Corporate Governance Committee of the Board. Tom Daniel is expected to be appointed to the Compensation Committee and the Nominating and Corporate Governance Committee of the Board. Hermann Hauser is expected to be appointed to the Compensation Committee of the Board.

Item 5.03. Amendment to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 2, 2005, the Company filed an amendment to its Amended and Restated Certificate of Incorporation effecting a one for two reverse stock split of all issued and outstanding shares of the Company’s common stock (the “Reverse Split”). At the Annual Meeting, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect a reverse stock split in the range of one for two to one for four shares (including every whole number in between two and four).

On March 1, 2005, the Board fixed the ratio of the Reverse Split at two and authorized the Company to file an amendment to the Company’s Amended and Restated Certificate of Incorporation to effect the Reverse Split. A copy of the Certificate of Amendment to the Company’s Amended and Restated Articles of Incorporation filed with the Secretary of State of the State of Delaware is attached hereto as

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Exhibit 3.1.2 and is incorporated herein by reference. The press release announcing the Reverse Split is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Effective March 4, 2005 at 5:00 p.m. (EST), the Company changed it corporate name from Lynx Therapeutics, Inc. to Solexa, Inc. Further, effective March 7, 2005, the Company changed its trading symbol on the Nasdaq SmallCap Stock Market from “LYNX” to “SLXA.”

The Company effected the corporate name change by filing a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware on March 4, 2005, pursuant to which a wholly-owned subsidiary of the Company merged with and into the Company (the “Merger”). A copy of the Certificate of Ownership and Merger is attached hereto as Exhibit 3.3 and is incorporated herein by reference. The Company is the surviving corporation in the Merger.

Item 8.01. Other Events.

On March 1, 2005, the Board approved a stock option repricing of certain outstanding stock options issued pursuant to the Company’s 1992 Stock Option Plan, as amended (the “Plan”) (the “Repricing”). Certain outstanding stock options having an exercise price equal to, or greater than, seven dollars per share were amended and repriced to reflect the fair market value of the Company’s common stock as of the Repricing. No other changes to the material terms of the options were changed. Employees designated by the Company’s board of directors as officers for purposes of Section 16 under the Securities Exchange Act of 1934, as amended, were not eligible to participate in the Repricing.

Item 9.01. Financial Statements and Exhibits.

(a) Financial statements of businesses acquired.

All required financial statements with respect to Solexa Limited will be filed by amendment pursuant to Item 9.01(a)(4).

(b) Pro forma financial information.

All required pro forma information will be filed by amendment pursuant to Item 9.01(b)(2).

(c) Exhibits:

2.2(1)	Acquisition Agreement, dated as of September 28, 2004, by and between Lynx Therapeutics, Inc. and Solexa Limited.
2.2.1	Amendment and Waiver, dated March 3, 2005, by and between Solexa Limited and Lynx Therapeutics, Inc.
3.1.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated March 2, 2005.
3.3	Certificate of Ownership and Merger of Lynx Therapeutics, Inc.
99.1	Press Release, dated March 1, 2005, entitled “Lynx Stockholders Overwhelmingly Approve Solexa-Lynx Business Combination.”

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99.2	Press Release, dated March 7, 2005 entitled “Lynx and Solexa Ltd Combine to Become Solexa, Inc.”
99.3	Press Release, dated March 2, 2005, entitled “Lynx Announces 1 for 2 Reverse Stock Split.”

(1)   Incorporated by reference to the similarly described exhibit in the Registration Statement on Form S-4 filed by Lynx Therapeutics, Inc., on October 29, 2004.

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SIGNATURE

     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

	SOLEXA, INC.
Dated: March 7, 2005	By:	/s/ John West
		Name:	John West
		Title:	Chief Executive Officer

EXHIBITS

Exhibit
No.	Description
2.2(1)	Acquisition Agreement, dated as of September 28, 2004, by and between Lynx Therapeutics, Inc. and Solexa Limited.
2.2.1	Amendment and Waiver, dated March 3, 2005, by and between Solexa Limited and Lynx Therapeutics, Inc.
3.1.2	Certificate of Amendment to Amended and Restated Certificate of Incorporation, dated March 2, 2005.
3.3	Certificate of Ownership and Merger of Lynx Therapeutics, Inc.
99.1	Press Release, dated March 1, 2005, entitled “Lynx Stockholders Overwhelmingly Approve Solexa-Lynx Business Combination.”
99.2	Press Release, dated March 7, 2005 entitled “Lynx and Solexa Ltd Combine to Become Solexa, Inc.”
99.3	Press Release, dated March 2, 2005, entitled “Lynx Announces 1 for 2 Reverse Stock Split.”

(1)   Incorporated by reference to the similarly described exhibit in the Registration Statement on Form S-4 filed by Lynx Therapeutics, Inc., on October 29, 2004.

EX-2.2.1

Exhibit 2.2.1

AMENDMENT AND WAIVER
MARCH 3, 2005

     This Amendment and Waiver (this “Amendment”) to that certain Acquisition Agreement (the “Agreement”), dated as of September 28, 2004, by and between Solexa Limited, (the “Company”) and Lynx Therapeutics, Inc. (“Parent”) is effective as of March 3, 2005 (the “Amendment”). Capitalized terms not otherwise defined in this Amendment shall have the meaning ascribed to them in the Agreement.

     Whereas, pursuant to Section 1.1(f)(iv) of the Agreement, Parent and the Company determined that a reverse split of Parent’s common stock to be reasonably necessary for the purposes of effecting the transactions contemplated by the Agreement and the stockholders of Parent approved such a reverse split of Parent’s common stock at the annual meeting of stockholders held on March 1, 2005 (the “Stockholders’ Meeting”);

     Whereas, pursuant to Section 5.1 of the Agreement, Parent agreed, from the date of the Agreement to the earlier of the First Closing Date or the termination of the Agreement to, among other things, refrain from certain actions, as more particularly described in said Section 5.1, without the prior written approval of the Company;

     Whereas, following the approval of the reverse stock split by the stockholders of Parent at the Stockholders Meeting, the Board of Parent approved: (A) a 1-for-2 reverse split of Parent’s common stock (the “Reverse Split”), effective March 2, 2005; and (B) a change of name to “Solexa, Inc.” (the “Name Change”), effective on or about March 3, 2005;

     Whereas, pursuant to Section 8.3 of the Agreement, the Agreement may be amended or waived in writing; and

     Whereas, subject to the terms and conditions provided herein, the parties desire to amend the Agreement, and the Company desires to approve the Reverse Split and the Name Change, in each case in accordance with Section 8.3 thereof.

Agreement

     Now, Therefore, in consideration of these premises and for other good and valid consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

1.   Amendment. References in the Agreement to the Exchange Ratios and the Total Share Consideration shall be appropriately amended and restated to reflect the Reverse Split, such that the Total Share Consideration shall be 14,750,000 shares of Parent common stock. For avoidance of doubt, notwithstanding the allocations set forth in Section 1.1(b) of the Company Disclosure Letter, the parties hereto agree that the allocation of the Total Share Consideration among the holders of Shares and/or the Company Options shall be as set forth on Exhibit A hereto.

2.   Waiver and Consent. Pursuant to Section 5.1 of the Agreement, the Company hereby consents to Parent: (a) filing a Certificate of Amendment to its Amended and Restated Certificate of Incorporation with the Delaware Secretary of State to effect the Reverse Split; and (b) establishing a wholly owned subsidiary and filing a Certificate of Ownership and Merger with the Delaware Secretary of State to effect the Name Change.

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3.   Full Force and Effect. Except as expressly modified by this Amendment, all of the terms and conditions of the Agreement shall remain in full force and effect.

4.   Counterparts. This Amendment may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

5.   Governing Law. This Amendment and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving effect to principles of conflicts of law.

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     In Witness Whereof, the parties hereto have executed this Amendment as of the date first set forth above.

COMPANY:

By:  /s/ John West

Name:  John West

Title:  Chief Executive Officer

Address: Solexa Limited
c/o Abingworth Management Ltd.
3000 Sand Hill Road, Bldg. 4, Suite 135
Menlo Park, CA 94025

PARENT:

By:  Lynx Therapeutics, Inc.

Name:  /s/ Kathy A. San Roman

Title:  VP, Human Resources & Administration
Acting Chief Fiancial Officer

Address: 25861 Industrial Boulevard
Hayward, CA 94545

EX-3.1.2

Exhibit 3.1.2

Certificate of Amendment to
Amended and Restated
Certificate of Incorporation of
Lynx Therapeutics, Inc.

     Lynx Therapeutics, Inc. (the “Corporation”), a corporation organized and existing under the General Corporation Law of the State of Delaware, DOES HEREBY CERTIFY:

     FIRST: The name of the Corporation is Lynx Therapeutics, Inc.

     SECOND: The Corporation’s original Certificate of Incorporation was filed with the Secretary of State of the State of Delaware on February 18, 1992 under the name of Applied Genomics Incorporated.

     THIRD: The Board of Directors of the Corporation, acting in accordance with the provision of Sections 141 and 242 of the General Corporation Law of the State of Delaware adopted resolutions to amend the first paragraph of Article IV of the Amended and Restated Certificate of Incorporation of the Corporation to read in its entirety as follows:

“This Corporation is authorized to issue two classes of stock to be designated, respectively, “Preferred Stock” and “Common Stock.” The total number of shares that the Corporation is authorized to issue is Sixty-two million (62,000,000) shares. Sixty million (60,000,000) shares shall be Common Stock, par value one cent ($.01) per share (the “Common Stock”) and Two million (2,000,000) shares shall be Preferred Stock, par value one cent ($.01) per share (the “Preferred Stock”). Effective as of 5:00 p.m., Eastern time, on the date this Certificate of Amendment to Amended and Restated Certificate of Incorporation is filed with the Secretary of State of the State of Delaware, each two (2) shares of the Corporation’s Common Stock, par value one cent ($.01) per share, issued and outstanding shall, automatically and without any action on the part of the respective holders thereof, be combined and converted into one (1) share of Common Stock, par value one cent ($.01) per share, of the Corporation. No fractional shares shall be issued and, in lieu thereof, any holder of less than one share of Common Stock shall be entitled to receive cash for such holder’s fractional share based upon the closing sales price of the Corporation’s Common Stock as reported on The Nasdaq SmallCap Market as of the date this Certificate of Amendment is filed with the Secretary of State of the State of Delaware.”

     FOURTH: This Certificate of Amendment to Amended and Restated Certificate of Incorporation was submitted to the stockholders of the Corporation and was duly approved by the required vote of the stockholders of the Corporation in accordance with Sections 222 and 242 of the Delaware General Corporation Law. The total number of outstanding shares entitled to vote or consent to this Amendment was 7,527,538 shares of Common Stock. A majority of the outstanding shares of Common Stock, voting together as a single class, voted in favor of this Certificate of Amendment to Amended and Restated Certificate of Incorporation. The vote required was a majority of the outstanding shares of Common Stock, voting together as a single class.

     IN WITNESS WHEREOF, Lynx Therapeutics, Inc. has caused this Certificate of Amendment to be signed by its Chief Executive Officer as of March 2, 2005.

LYNX THERAPEUTICS, INC.

/s Mary L. Schramke

Mary Schramke

Chief Executive Officer

EX-3.3

Exhibit 3.3

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

LYNX MERGER SUB, INC.

WITH AND INTO

LYNX THERAPEUTICS, INC.

Pursuant to Section 253 of the
Delaware General Corporation Law

     Lynx Therapeutics, Inc., a corporation organized and existing under the laws of the State of Delaware (this “Corporation”), Does Hereby Certify:

     First: That this Corporation was incorporated on February 18, 1992, pursuant to the Delaware General Corporation Law (the “DGCL”), the provisions of which permit the merger of a subsidiary corporation organized and existing under the laws of such State with and into a parent corporation organized and existing under the laws of such State.

     Second: That this Corporation owns all of the outstanding shares of the common stock, $0.001 par value per share, of Lynx Merger Sub, Inc., a corporation incorporated on March 3, 2005 (the “Merger Sub”), pursuant to the DGCL, and having no class of stock outstanding other than such common stock.

     Third: That this Corporation, by the following resolutions of its Board of Directors, duly adopted at a meeting held on March 1, 2005 and filed with the minutes of its Board of Directors pursuant to Section 141(f) of the DGCL determined to merge the Merger Sub with and into itself:

     Resolved, that the Merger Sub be merged with and into the Corporation (the “Merger”) and that the Corporation be the surviving corporation of the Merger;

     Resolved Further, that the Merger shall become effective on the filing of a Certificate of Ownership and Merger (the “Certificate of Merger”) prepared and executed by an officer of the Corporation in the form required by Section 253 of the General Corporation Law of the State of Delaware and filed with the Secretary of State of the State of Delaware;

     Resolved Further, that upon the effectiveness of the Merger, (i) the Corporation shall assume all of the liabilities and obligations of the Merger Sub, (ii) the name of the Corporation shall be changed from “Lynx Therapeutics, Inc.” to “Solexa, Inc.” and (iii) Article I of the Certificate of Incorporation of the Corporation shall be amended and restated to read as follows:

     “The name of this corporation is Solexa, Inc.”

     Resolved Further, that the officers of the Corporation be, and each of them hereby is, authorized and directed, for and on behalf of the Corporation, to effect all filings and qualifications, and take all further actions, that any such officer deems to be necessary or appropriate to comply with state or federal securities laws in connection with the transactions contemplated by the Merger and the Certificate of Merger;

     Resolved Further, that the officers of the Corporation be, and each of them hereby is, authorized and directed for and on behalf of the Corporation to prepare, execute and deliver the Certificate of Merger and any other agreements, certificates and other documents referred to therein or contemplated thereby, and to cause the Corporation to perform its obligations under the Certificate of Merger; and

     Resolved Further, that the officers of the Corporation be, and each of them hereby is, authorized and directed, for and on behalf of the Corporation, to execute and deliver all other instruments, effect all filings and qualifications, and take all further actions, that either of them deem to be necessary or appropriate to carry out the purposes of the foregoing resolutions and to consummate the transactions contemplated by the Merger and the Certificate of Merger.

     Fourth: That the surviving corporation (the “Surviving Corporation”) shall be this Corporation.

     Fifth: That from and after the effective time of the Merger, the Certificate of Incorporation, as amended, of this Corporation shall be the Certificate of Incorporation of the Surviving Corporation and Article I of the Certificate of Incorporation of this Corporation shall be amended and restated to read as follows:

     “The name of this Corporation is Solexa, Inc.”

     Sixth: That the Merger shall become effective at 5:00 p.m. ET on March 4, 2005.

2.

     In Witness Whereof, Lynx Therapeutics, Inc. has caused this Certificate of Ownership and Merger to be executed in its corporate name as of this 4th day of March 2005.

Lynx Therapeutics, Inc.
By:	/s/ Mary L. Schrmake
	Mary L. Schramke
	Chief Executive Officer

EX-99.1

Exhibit 99.1

CONTACT:
Lynx Therapeutics, Inc.	Investor Contact:
Mary L. Schramke	Lippert/Heilshorn & Associates
Acting Chief Executive Officer	Jody Cain (jcain@lhai.com)
510/670-9300	Bruce Voss (bvoss@lhai.com) 310/691-7100

For Immediate Release

Lynx Stockholders Overwhelmingly Approve Solexa-Lynx Business Combination

HAYWARD, Calif. – March 1, 2005 — Lynx Therapeutics, Inc. (Nasdaq: LYNX) today announced that Lynx stockholders have approved all six proposed items included in the Company’s Proxy Statement/Prospectus at today’s Annual Meeting of Stockholders, including the proposed business combination with United Kingdom-based Solexa Limited. Of votes cast with respect to this proposal, over 97% were in favor of the proposed combination with Solexa. The closing of the Solexa-Lynx business combination is subject to, among other conditions, the acceptance by Solexa shareholders of Lynx’s offer to acquire the entire issued share capital of Solexa. Lynx expects the closing of the business combination to occur later this month.

“We would like to thank our stockholders for demonstrating overwhelming support for this business combination, which we believe will result in significant strategic and financial benefits for our company,” said Mary L. Schramke, Ph.D., Lynx’s acting chief executive officer. “We have been working closely with Solexa since we announced the definitive agreement to combine our companies last September in an effort to accelerate the development and commercialization of DNA technology we jointly acquired approximately one year ago. Today’s announcement of shareholder approval for the business combination and the other measures necessary to complete this transaction mark a very important milestone in our quest to build a leading company delivering market-transforming DNA sequencing technologies.”

Other proposals in the Proxy Statement/Prospectus approved by stockholders included (i) the sale and issuance of shares of Lynx common stock and the change of control in Lynx, which may occur as a result of such sale or issuance of shares of Lynx common stock; (ii) an amendment to effect a reverse stock split at a ratio of up to one-for-four shares, and an amendment to increase the number of shares of the Company’s common stock authorized for issuance by 2 million shares; (iii) the election of six directors to the board; (iv) an amendment to Lynx’s stock option plan to increase the number of shares authorized for issuance thereunder by 2 million if the proposed business combination with Solexa is completed or 300,000 shares if the transaction is not completed; (v) and the ratification of the appointment of Ernst & Young LLP as Lynx’s independent registered public accounting firm for the fiscal year ending December 31, 2004.

About Solexa
Solexa, Ltd, a private company headquartered outside Cambridge, U.K., is developing systems for the comprehensive and economical analysis of individual genomes. The ability to read individual genomes quickly and economically will be a fundamental tool in the development of the biological and medical sciences in the 21^st Century. Solexa’s ultimate goal is to develop systems capable of achieving the so called “$1,000 genome.” For more information, visit Solexa’s Web site at www.solexa.com. In an

unrelated transaction recently, Solexa received an additional $14 million in venture capital financing, bringing its total to date to over $40 million.

About Lynx
Lynx believes that it is a leader in the development and application of novel genomic analysis solutions. By “novel,” Lynx means next generation technology that will take the engagement of thought leaders before broader commercial acceptance can occur. Lynx’s Massively Parallel Sequencing System (MPSS™) consists of proprietary instrumentation and software that are used to analyze millions of DNA molecules in parallel, enabling genome structure characterization at an unprecedented level of resolution. As applied to gene expression analysis, MPSS™ provides comprehensive and quantitative digital information important to modern systems biology research in the pharmaceutical, biotechnology and agricultural industries. For more information, visit Lynx’s Web site at www.lynxgen.com.

This press release contains “forward-looking” statements, including statements related to Lynx’s continued listing on the Nasdaq SmallCap Market and the proposed business combination between Lynx and Solexa.. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Words such as “believes,” “anticipates,” “plans,” “predicts,” “expects,” “envisions,” “hopes,” “estimates,” “intends,” “will,” “continue,” “may,” “potential,” “should,” “confident,” “could” and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause the results of Lynx to differ materially from those indicated by these forward-looking statements, including, among others, risks detailed from time to time in Lynx’s SEC reports, including its Annual Report on Form 10-K for the year ended December 31, 2003, as amended, its Quarterly Report on Form 10-Q for the period ended September 30, 2004 and its Proxy Statement/Prospectus filed pursuant to Rule 424(b)(3) on January 24, 2005. Lynx does not undertake any obligation to update forward-looking statements.

# # #

EX-99.2

Exhibit 99.2

CONTACTS:
Solexa, Inc
U.S.: John West, CEO	Europe: Simon Bennett
510/670-9300	Business Development Director
John.West@solexa.com	+44 (0)1799 532 300
	Simon.Bennett@solexa.com
Press Contact:	Investor Contacts:
Northbank Communications	Lippert/Heilshorn & Associates
Sue Charles, CEO	Jody Cain (jcain@lhai.com)
+44 (0)20 7886 8152	Bruce Voss (bvoss@lhai.com
s.charles@northbankcommunications.com	310/691-7100

For Immediate Release

Lynx and Solexa Ltd Combine
to Become Solexa, Inc.

Company Plans to Dramatically Reduce Cost of Whole Genome DNA Sequencing & Gene Expression Measurement

Conference Call and Webcast to Begin Thursday March 10, 2:00 pm PST

CAMBRIDGE, U.K. and HAYWARD, Calif. (March 7, 2005) – Solexa Limited and Lynx Therapeutics, Inc., (Nasdaq: LYNXD) today announced the completion of their previously announced business combination transaction. The combined company, incorporated in Delaware, is named Solexa, Inc. Solexa Ltd. has become a wholly owned UK subsidiary. The company has received approval for listing on the Nasdaq SmallCap Market and will begin trading Monday March 7^th under the symbol SLXA.

John West, Solexa Ltd’s chief executive, has assumed the chief executive position of the combined company, which will be headquartered in California.

The board of Solexa, Inc. will include members from both companies’ pre-closing boards. Craig C. Taylor, previously Lynx Therapeutics’ Chairman, will chair the new board.

New Technology Platform for Genetic Analysis

Solexa, Inc. is focused on the development and commercialization of a new platform for genetic analysis, based on Sequencing-by-Synthesis (SBS) and molecular arrays. This one platform is expected to support many types of genetic analysis, including DNA sequencing, gene expression, genotyping and micro-RNA analysis. This integration is possible because all are compiled from their fundamental DNA sequences. This technology can potentially generate over a billion bases of DNA sequence from a single experiment with a single sample preparation. The company anticipates an initial product launch by the end of 2005.

The capability to inexpensively and rapidly sequence the complete DNA of individuals is expected to transform much of genetics research and, in the longer term, genetic diagnostics. This comprehensive genetic analysis is expected to reveal both disease susceptibility and pharmaceutical suitability as never before. It is particularly applicable to the understanding of cancer, as cancer mutations are much more broadly distributed across the genome than others and can occur in any of thousands of genes.

The technology is also applicable to other species with potential markets from agriculture to infectious disease.

The company’s long-term goal is to reduce the cost of human re-sequencing to a few thousand dollars. To put this into perspective, this would potentially provide total genetic information on an individual for less than the cost of a CT scan.

DNA sequencing has long been used as the gold standard for high precision gene expression measurement using techniques such as SAGE and MPSS^TM. These molecule-counting techniques create a digital gene expression profile for each sample. Because of their cost however, these techniques have never achieved major commercial scale. As Solexa Inc.’s new platform drives down the cost of sequencing, these ultraprecise methods are expected to become mainstream. Since the amount of sequencing required for a genome-wide gene expression measurement is about 2,000 times lower than that required for genome-scale re-sequencing, a $100,000 human genome sequence cost can be approximately compared with a $50 genome-wide gene expression assay. We anticipate demonstrating this capability by the end of 2005. As this technology obtains DNA sequence data from each cDNA molecule, it quantifies not just gene expression, but also relative transcript abundance.

The company’s initial strategy is to focus on the well established research market. This market includes DNA sequencing, gene expression and genotyping, all at full genome scale. These together already represent an approximately $1 billion market.

Conference Call Information
An investor conference call has been scheduled for Thursday, March 10, 2:00 p.m. Pacific Standard Time (5:00 p.m. Eastern Standard Time) to discuss the subject of this press release. To participate in the live call via telephone, please call (877) 815-7177 for domestic callers or (1) (706) 679-0753 for international callers. A telephone replay will be available for 48 hours following the conclusion of the call by dialing (800) 642-1687 (domestic) or (1) (706) 645-9291 (international), and entering reservation code 4620803.

The live conference call will be available via the Internet by visiting www.solexa.com, or on the investor resources section of the company’s Web site at www.lynxgen.com. A recording of the call will be available for 14 days following the completion of the call.

This press release contains “forward-looking” statements, including statements related to the current views of Solexa management as to future products, product development, the expansion and success of Solexa’s commercial application of its genomics technologies, and the future financial performance of Solexa. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Words such as “believes,” “anticipates,” “plans,” “predicts,” “expects,” “envisions,” “hopes,” “estimates,” “intends,” “will,” “continue,” “may,” “potential,” “should,” “confident,” “could” and similar expressions are intended to identify forward-looking statements. The success of the transaction and future operating results of Solexa may differ materially from the results discussed or forecasted in the forward-looking statements due to factors that include, but are not limited to, risks associated with the transaction, such as potential inability to realize the expected benefits and synergies of the transaction; risks related to future opportunities and plans for the combined company; potential difficulties in the assimilation of the operations, strategies, technologies and products of the combined company; the risk of loss of key personnel and the risk of diversion of management attention from other business concerns; and general business risks including, among others, risks detailed from time to time in the Company’s SEC reports, including its Annual Report on Form 10-K for the year ended December 31, 2003, as amended, its Quarterly Report on Form 10-Q for the period ended September 30, 2004 and its Proxy Statement/Prospectus filed pursuant to Rule 424(b)(3) on January 24, 2005. Solexa does not undertake any obligation to update forward-looking statements.

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EX-99.3

Exhibit 99.3

CONTACT:
Lynx Therapeutics, Inc.	Investor Contact:
Mary L. Schramke	Lippert/Heilshorn & Associates
Acting Chief Executive Officer	Jody Cain (jcain@lhai.com)
510/670-9300	Bruce Voss (bvoss@lhai.com)
	310/691-7100

For Immediate Release

Lynx Announces 1-for-2 Reverse Stock Split

Reverse Stock Split to Facilitate Post Business Combination
New NASDAQ SmallCap Market Listing

HAYWARD, Calif. (March 2, 2005) – Lynx Therapeutics, Inc. (Nasdaq: LYNX) today announced that the Company’s board of directors has approved a 1-for-2 reverse split of its common stock, following approval to affect a reverse stock split by stockholders on March 1, 2005 at the Company’s 2004 annual meeting. Lynx Therapeutics’ common stock will begin trading on a post-split basis on March 3, 2005 under the temporary trading symbol ”LYNXD” and will trade under this symbol for approximately 20 trading days.

As a result of the reverse stock split, every two shares of Lynx common stock will be combined into one share of Lynx common stock. The reverse stock split affects all Lynx common stock, stock options and warrants outstanding immediately prior to the effective time of the reverse split. Lynx will pay cash in lieu of fractional shares based on Lynx’s common stock closing price on March 2, 2005. The reverse split will reduce the number of shares of common stock outstanding from approximately 7,530,000 million to approximately 3,765,000 million.

The reverse split was approved by Lynx stockholders in conjunction with approval for the business combination of Lynx with Solexa Limited. In the transaction, Lynx will issue approximately 14,750,000 shares of its common stock in exchange for all of the issued and outstanding Solexa shares and all options to purchase Solexa shares on a post reverse split basis. The business combination transaction with Solexa is expected to occur later this month.

The Lynx board of directors approved the reverse stock split, among other reasons, in order to meet the NASDAQ SmallCap Market initial listing requirement of a $4.00 per share minimum bid price for the 90 trading days preceding the business combination with Solexa. The NASDAQ staff indicated to Lynx that the transaction with Solexa would constitute a “reverse merger” under the NASDAQ Marketplace Rule 4330(f). As a result, Lynx filed an application for initial listing of its shares on the NASDAQ SmallCap Market following consummation of the transaction with Solexa. In order to satisfy the NASDAQ initial listing requirements, including a $4.00 per share price minimum bid price for the 90 trading days preceding the completion of the transaction, Lynx’s board of directors amended Lynx’s certificate of incorporation to affect a reverse stock split.

“In addition to meeting the NASDAQ SmallCap listing requirements in connection with the Solexa transaction, the anticipated benefits of a reverse stock split include improved marketability and liquidity of our common stock,” said Mary L. Schramke, PhD, Lynx’s acting chief executive officer. “We believe that it is desirable at this time to increase Lynx common stock price while we continue to make progress

towards achieving our business objectives with our main goal to dramatically lower the cost of whole-genome DNA sequencing.”

About Lynx
Lynx believes that it is a leader in the development and application of novel genomic analysis solutions. By “novel,” Lynx means next generation technology that will take the engagement of thought leaders before broader commercial acceptance can occur. Lynx’s Massively Parallel Sequencing System (MPSS™) consists of proprietary instrumentation and software that are used to analyze millions of DNA molecules in parallel, enabling genome structure characterization at an unprecedented level of resolution. As applied to gene expression analysis, MPSS™ provides comprehensive and quantitative digital information important to modern systems biology research in the pharmaceutical, biotechnology and agricultural industries. For more information, visit Lynx’s Web site at www.lynxgen.com.

This press release contains “forward-looking” statements, including statements related to the continued listing of the Company’s securities on the Nasdaq SmallCap Market. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Words such as “believes,” “anticipates,” “plans,” “predicts,” “expects,” “envisions,” “hopes,” “estimates,” “intends,” “will,” “continue,” “may,” “potential,” “should,” “confident,” “could” and similar expressions are intended to identify forward-looking statements. There are a number of important factors that could cause the results of Lynx to differ materially from those indicated by these forward-looking statements, including, among others, risks detailed from time to time in Lynx’s SEC reports, including its Annual Report on Form 10-K for the year ended December 31, 2003, as amended, its Quarterly Report on Form 10-Q for the period ended September 30, 2004 and its Proxy Statement/Prospectus filed pursuant to Rule 424(b)(3) on January 24, 2005. Lynx does not undertake any obligation to update forward-looking statements.

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