19.  Plaintiff brings this action on his own behalf and as a class action pursuant to  Rule 23 of the Federal Rules of Civil Procedure on behalf of all holders of Affymetrix common  stock who are being and will be harmed by Defendants’ actions described below (the “Class”).   Excluded from the Class are Defendants herein and any person, firm, trust, corporation, or other  entity related to or affiliated with any of the Defendants.   21.  Headquartered in Santa Clara, California, Affymetrix is a pioneer in microarray  technology and a leader in genomics analysis. Affymetrix now develops and provides innovative  technologies that enable multiplex and parallel analysis of biological systems at the cell, protein,  and gene level.  Affymetrix’s extensive portfolio of translational and clinical solutions enables  scientists and clinicians to rapidly translate their research into understanding underlying disease  mechanisms, identifying biomarkers for personalized medicine, creating novel molecular  diagnostic tests, and improving genetic marker-assisted breeding programs in agriculture for  human health and wellness.   56.  Plaintiff incorporates each and every allegation set forth above as if fully set forth  herein.   57.  Defendants have issued the Proxy with the intention of soliciting stockholder  support for the Proposed Transaction.  Each of the Defendants reviewed and authorized the  dissemination of the Proxy, which fails to provide critical information regarding, among other  things, the future value of Affymetrix, certain key inputs and assumptions of the financial  analyses performed by Morgan Stanley in support of its fairness opinion, the financial analyses  performed by Morgan Stanley, and the value of certain strategic alternatives that were considered  by the Company.   58.  In so doing, Defendants made materially incomplete and misleading statements of  fact and/or omitted material facts necessary to make the statements made not misleading.  Each  of the Individual Defendants, by virtue of their roles as officers and/or directors, were aware of  the omitted information but failed to disclose such information, in violation of Section 14(a).   63.  Plaintiff incorporate each and every allegation set forth above as if fully set forth  herein.   64.  The Individual Defendants acted as controlling persons of Affymetrix within the  meaning of Section 20(a) of the Exchange Act as alleged herein.  By virtue of their positions as  officers and/or directors of Affymetrix, and participation in and/or awareness of the Company’s  operations and/or intimate knowledge of the incomplete and misleading statements contained in  the Proxy filed with the SEC, they had the power to influence and control and did influence and  control, directly or indirectly, the decision making of the Company, including the content and  dissemination of the various statements that Plaintiff contends are materially incomplete and  misleading.   65.  Each of the Individual Defendants was provided with or had unlimited access to  copies of the Proxy and other statements alleged by Plaintiff to be misleading prior to and/or  shortly after these statements were issued and had the ability to prevent the issuance of the  statements or cause the statements to be corrected.   66.  In particular, each of the Individual Defendants had direct and supervisory  involvement in the day-to-day operations of the Company, and, therefore, is presumed to have  had the power to control or influence the particular transactions giving rise to the Exchange Act  violations alleged herein, and exercised the same.  The omitted information identified above was  reviewed by the Board and the Conflicts Committee prior to voting on the Proposed Transaction.   The Proxy at issue contains the unanimous recommendation of each of the Individual Defendants  to approve the Proposed Transaction.  They were, thus, directly involved in the making of the  Proxy.   71.  Plaintiff incorporates each and every allegation set forth above as if fully set forth  herein.   79.  Plaintiff incorporates each and every allegation set forth above as if fully set forth  herein.   80.  The Individual Defendants at all times relevant to this Complaint, owed a duty not  to directly or indirectly deprive Plaintiff and the members of the Class of the statutory remedy of  appraisal.   81.  By withholding the critical and material information detailed in paragraphs 35-42,  Plaintiff and the members of the Class lacked sufficient information to determine whether to  pursue their statutory appraisal rights.   82.  The Individual Defendants also are afforded no protection pursuant to 8 Del. C. §  102(b)(7), because that statute only permits a corporation to exculpate directors from monetary  liability for breaches of fiduciary duty and therefore that exculpatory provision does not apply to  claims for equitable relief.   83.  Plaintiff and the members of the Class have no adequate remedy at law.    A.  Company Background and its Poise for Growth   Claim for Breach of Fiduciary Duty Against the Individual Defendants   Claim for Equitable Relief Against the  Individual Defendants   On Behalf of Plaintiff and the Class Against All Defendants for Violations of  Section 14(a) of the Exchange Act and Rule 14a-9   On Behalf of Plaintiff and the Class Against the Individual Defendants for Violations of  Section 20(a) of the Exchange Act  