Quarterly Report — Form 10-Q Filing Table of Contents
Document/ExhibitDescriptionPagesSize
1: 10-Q Quarterly Report HTML 992K
2: EX-10.1 Material Contract HTML 31K
3: EX-31.1 Certification -- §302 - SOA'02 HTML 27K
4: EX-31.2 Certification -- §302 - SOA'02 HTML 26K
5: EX-32.1 Certification -- §906 - SOA'02 HTML 22K
6: EX-32.2 Certification -- §906 - SOA'02 HTML 22K
13: R1 Cover Page HTML 72K
14: R2 Condensed Consolidated Balance Sheets HTML 105K
15: R3 Condensed Consolidated Statements of Income HTML 117K
16: R4 Condensed Consolidated Statements of Comprehensive HTML 43K
Income
17: R5 Condensed Consolidated Statements of Stockholders? HTML 93K
Equity
18: R6 Condensed Consolidated Statements of Cash Flows HTML 118K
19: R7 Organization and Significant Accounting Policies HTML 49K
20: R8 Revenue HTML 84K
21: R9 Investments and Fair Value Measurements HTML 115K
22: R10 Debt HTML 43K
23: R11 Stockholders? Equity HTML 66K
24: R12 Supplemental Balance Sheet Details HTML 63K
25: R13 Legal Proceedings HTML 23K
26: R14 Income Taxes HTML 25K
27: R15 Segment Information HTML 51K
28: R16 Organization and Significant Accounting Policies HTML 49K
(Policies)
29: R17 Organization and Significant Accounting Policies HTML 33K
(Tables)
30: R18 Revenue (Tables) HTML 79K
31: R19 Investments and Fair Value Measurements (Tables) HTML 99K
32: R20 Debt (Tables) HTML 34K
33: R21 Stockholders? Equity (Tables) HTML 85K
34: R22 Supplemental Balance Sheet Details (Tables) HTML 81K
35: R23 Segment Information (Tables) HTML 46K
36: R24 Organization and Significant Accounting Policies - HTML 33K
Summary of Calculation of Weighted Average Shares
used to Calculate Basic and Diluted Earnings Per
Share (Details)
37: R25 Revenue - Disaggregation of Revenue (Details) HTML 58K
38: R26 Revenue - Remaining Performance Obligation HTML 29K
(Details)
39: R27 Revenue - Narrative (Details) HTML 27K
40: R28 Investments and Fair Value Measurements - Summary HTML 36K
of Short-term Investments (Details)
41: R29 Investments and Fair Value Measurements - Summary HTML 27K
of Contractual Maturities of Available-for-sale
Debt Securities (Details)
42: R30 Investments and Fair Value Measurements - HTML 144K
Narrative (Details)
43: R31 Investments and Fair Value Measurements - Fair HTML 79K
Value Hierarchy of Assets and Liabilities
(Details)
44: R32 Debt - Summary of Debt Obligations (Details) HTML 46K
45: R33 Debt - Narrative (Details) HTML 71K
46: R34 Stockholders? Equity - Narrative (Details) HTML 24K
47: R35 Stockholders? Equity - Summary of Restricted Stock HTML 50K
Activity and Related Information (Details)
48: R36 Stockholders? Equity - Summary of Stock Option HTML 37K
Activity Under all Stock Option Plans (Details)
49: R37 Stockholders? Equity - Narrative - Employee Stock HTML 29K
Purchase Plan (Details)
50: R38 Stockholders? Equity - Narrative - Share HTML 30K
Repurchases (Details)
51: R39 Stockholders? Equity - Summary of Share-based HTML 51K
Compensation Expense for all Stock Awards
(Details)
52: R40 Stockholders? Equity- Summary of Assumptions Used HTML 45K
to Estimate the Weighted Average Fair Value Per
Share (Details)
53: R41 Supplemental Balance Sheet Details - Schedule of HTML 28K
Accounts Receivable (Details)
54: R42 Supplemental Balance Sheet Details - Summary of HTML 29K
Inventory (Details)
55: R43 Supplemental Balance Sheet Details - Narrative - HTML 25K
Intangible Assets and Goodwill (Details)
56: R44 Supplemental Balance Sheet Details - Summary of HTML 28K
Changes in Goodwill (Details)
57: R45 Supplemental Balance Sheet Details - Summary of HTML 34K
Accrued Liabilities (Details)
58: R46 Supplemental Balance Sheet Details - Summary of HTML 28K
Changes in Reserve for Product Warranties
(Details)
59: R47 Supplemental Balance Sheet Details - Narrative - HTML 28K
Warranties (Details)
60: R48 Supplemental Balance Sheet Details - Narrative - HTML 24K
Derivatives (Details)
61: R49 Income Taxes (Details) HTML 25K
62: R50 Segment Information (Details) HTML 42K
63: R9999 Uncategorized Items - ilmn-20200927.htm HTML 29K
65: XML IDEA XML File -- Filing Summary XML 117K
12: XML XBRL Instance -- ilmn-20200927_htm XML 1.97M
64: EXCEL IDEA Workbook of Financial Reports XLSX 75K
8: EX-101.CAL XBRL Calculations -- ilmn-20200927_cal XML 206K
9: EX-101.DEF XBRL Definitions -- ilmn-20200927_def XML 524K
10: EX-101.LAB XBRL Labels -- ilmn-20200927_lab XML 1.38M
11: EX-101.PRE XBRL Presentations -- ilmn-20200927_pre XML 791K
7: EX-101.SCH XBRL Schema -- ilmn-20200927 XSD 119K
66: JSON XBRL Instance as JSON Data -- MetaLinks 354± 515K
67: ZIP XBRL Zipped Folder -- 0001110803-20-000060-xbrl Zip 279K
This Sixth Amendment to the Pooled Patents Agreement (the “Sixth Amendment”), effective as of the date of execution by both parties (the “Sixth Amendment Effective Date”), is made by and between Illumina, Inc., a Delaware corporation having a place of business at 5200 Illumina Way, San
Diego, CA92122 (“Illumina”) and Sequenom, Inc., a Delaware corporation, having a place of business at 3595 John Hopkins Court, San DiegoCA92121 (“Sequenom”). Sequenom and Illumina may be referred to herein as “Party” or “Parties.”
WHEREAS, the Parties also desire to amend the Agreement to modify the Test Fees effective as of the Sixth Amendment Effective Date; and
WHEREAS, for good and valuable consideration, the
Parties agree to amend the Agreement as follows:
1.Section 3.2(c)(i) is deleted in its entirety and replaced with:
Except as expressly stated otherwise in this Agreement (including in Section 3.2(c)(ii) (Exceptions to Amount of Test Fee), Section 2.8(e) (Third Parties in Litigation with Illumina), Section 2.8(f) (Non-Illumina Platforms) and Section 2.9(c) (Settlement with Existing Sequenom Litigants)), each Illumina Party or Sequenom Party shall enter into written agreements with Persons it grants rights, licenses, or authorizations as an Authorized Labs such that the Authorized Lab is obligated to pay Test Fees on a quarterly basis, and Sequenom Parties and Illumina Parties shall be obligated to pay Test Fees on a quarterly basis. On a semiannual basis, the amount of Test Fee payable
by each Authorized Lab for Licensed NIPT Tests shall be established to be no lower than the Test Fee amount on Schedule 1 corresponding to the annualized volume of Licensed NIPT LDT Tests that Authorized Lab performed (a) in the first two quarters of a calendar year to determine the amount of Test Fees that shall be payable by an Authorized Lab for Licensed NIPT LDT Tests performed in the remainder of the calendar year, and (b) in the second two quarters of a calendar year to determine the amount of Test Fees that shall be payable by an Authorized Lab for Licensed NIPT LDT Tests performed in the first two quarters of the following calendar year. Any new Authorized Lab receiving the right to perform Licensed NIPT LDT Tests shall pay Test Fees for Licensed NIPT LDT Tests that are no lower than the amount of Test Fee on Schedule 1 that corresponds to the good faith estimate of the volume that Authorized Lab will achieve at the end of the first complete half-year period
(either the first two quarters or second two quarters of a calendar year, as the case may be) until after the end of such first complete half-year period, at which point the Authorized Lab will begin paying Test Fees based on the actual volume reported during the first full half-year period (and each
CERTAIN CONFIDENTIAL INFORMATION HAS BEEN OMITTED
preceding half-year period thereafter). For the avoidance of doubt, notwithstanding the minimum amounts payable in accordance with the first sentence of this Section 3.2(c), the full amount of all Test Fees collected by Illumina and Sequenom from Authorized Labs shall be shared between the Parties as set forth in Section 3.2(d) (Sharing of Test Fee Amounts.)
Notwithstanding
the foregoing schedule, the Parties acknowledge that Illumina has entered into agreements with Authorized Labs reflecting the annual Test Fee calculations pursuant to the terms of the Agreement prior to the Fifth Amendment. Illumina will not be required to amend those existing agreements or alter its obligations with respect to those Authorized Labs under those existing agreements, but Illumina will in good faith attempt to amend those agreements to match the updated Test Fee calculation schedule set forth above on a going-forward basis when Illumina otherwise amends or renews such agreements.
2.Section 3.4(a) is deleted in its entirety and replaced with:
Not later than forty five (45) calendar days after the last day of each calendar quarter, Sequenom and Illumina each shall provide
the other with a written Test Fee and Royalty Report (each a “Test Fee and Royalty Report”), detailing separately for Japan and the rest of the world other than Japan (i) the names of all Third Party Authorized Labs for which that Party is obligated to collect Test Fees, (ii) the degree of compliance by each such Third Party Authorized Lab with its payment obligations under the applicable agreement therewith, (iii) the aggregate number of Licensed NIPT LDT Tests performed by all such Authorized Labs, including by Sequenom Parties and Illumina Parties, during that period, (iv) the aggregate amount of Test Fees collected by such Party during that period, including for its own Licensed NIPT LDT Test and those of its applicable Affiliates, (v) the amount of the Test Fees collected by the reporting Party that is owed to the other Party during that period based on the sharing obligations set forth in Section 3.2(d) (Sharing of
Test Fees), (vi) in the case of Illumina, the aggregate Net IVD Sales and the Royalties owed to Sequenom based on the Net IVD Sales, and the corresponding net sales and Royalties owed to Sequenom based on sales of NIPT Components as provided for in Section 3.3(g)(iii)(B) above, (vii) all other consideration received by such Party during that period that is subject to sharing hereunder and the amount thereof owing to the other Party hereunder, (viii) in the case of Illumina, all amounts paid by Illumina to CUHK during such period pursuant to the CUHK Licenses (including all amounts paid or payable to CUHK after termination of such CUHK Licenses, pursuant to the terms of any such CUHK License), including as set forth in this Agreement in Section 3.2(d)(ii) and 3.3(e), (ix) a reasonably detailed report on any anomalous activity during the period, such as a Third Party’s licensee’s refusal to pay an owed amount or any other material exception to the expected performance
by such Authorized Lab in relation to this Agreement, (x) the Patent Cost incurred by that Party, (xi) in the case of Illumina, all amounts creditable in accordance with Section 3.1, and (xii) based on the foregoing (i) through (xi), the net amount owed to the other Party for that period before taking into consideration the other Party’s
CERTAIN CONFIDENTIAL INFORMATION HAS BEEN OMITTED
Test Fee and Royalty Report for the same period. Each Party shall provide its quarterly Test Fee and Royalty Report in a Microsoft excel-compatible spreadsheet (electronic and hard copy), or in another mutually acceptable spreadsheet format. In the event that a University Licensor of Illumina under any Pooled Patent requires in its University License additional reporting
relating to sales of NIPT LDT Tests, which reporting is not set forth in this Agreement, upon Illumina’s request therefor, Sequenom shall include in its Test Fee and Royalty Report such additional reporting.
3.Schedule 1 is deleted in its entirety and replaced with the attached new Schedule 1. For clarity, Schedule 1A and 1B remain unchanged.
Except as expressly modified herein, the Agreement shall remain in full force and effect in accordance with its terms. All capitalized terms not defined in this Sixth Amendment shall have the meaning ascribed to them in the Agreement.
IN WITNESS WHEREOF, the Parties have signed this Sixth Amendment as of the dates indicated below.
