SEC Info - Illumina, Inc. - ‘10-K’ for 12/29/19

Illumina, Inc. – ‘10-K’ for 12/29/19 – ‘EX-10.26’

On: Monday, 2/10/20, at 8:20pm ET · As of: 2/11/20 · For: 12/29/19 · Accession #: 1110803-20-18 · File #: 1-35406

Document/Exhibit Description Pages Size 1: 10-K Annual Report HTML 1.87M 2: EX-10.25 Material Contract HTML 51K 3: EX-10.26 Material Contract HTML 44K 4: EX-10.34 Material Contract HTML 64K 5: EX-21.1 Subsidiaries List HTML 45K 6: EX-23.1 Consent of Experts or Counsel HTML 35K 7: EX-31.1 Certification -- §302 - SOA'02 HTML 42K 8: EX-31.2 Certification -- §302 - SOA'02 HTML 41K 9: EX-32.1 Certification -- §906 - SOA'02 HTML 35K 10: EX-32.2 Certification -- §906 - SOA'02 HTML 35K 68: R1 Cover Page HTML 95K 40: R2 Consolidated Balance Sheets HTML 133K 48: R3 Consolidated Balance Sheets (Parenthetical) HTML 54K 106: R4 Consolidated Statements of Income HTML 117K 67: R5 Consolidated Statements of Comprehensive Income HTML 51K 39: R6 Consolidated Statements of Stockholders' Equity HTML 87K 47: R7 Consolidated Statements of Cash Flows HTML 158K 103: R8 Organization and Significant Accounting Policies HTML 147K 70: R9 Revenue HTML 94K 86: R10 Investments and Fair Value Measurements HTML 159K 99: R11 Intangible Assets, Goodwill, and Acquisitions HTML 91K 60: R12 Debt and Other Commitments HTML 125K 25: R13 Stockholders' Equity HTML 153K 85: R14 Supplemental Balance Sheet Details HTML 107K 98: R15 Legal Proceedings HTML 35K 59: R16 Income Taxes HTML 156K 24: R17 Employee Benefit Plans HTML 40K 84: R18 Segments and Geographic Data HTML 110K 100: R19 Quarterly Financial Information (Unaudited) HTML 84K 42: R20 Organization and Significant Accounting Policies HTML 202K (Policies) 33: R21 Organization and Significant Accounting Policies HTML 101K (Tables) 65: R22 Revenue (Tables) HTML 87K 102: R23 Investments and Fair Value Measurements (Tables) HTML 140K 41: R24 Intangible Assets, Goodwill, and Acquisitions HTML 83K (Tables) 32: R25 Debt and Other Commitments (Tables) HTML 104K 64: R26 Stockholders' Equity (Tables) HTML 219K 101: R27 Supplemental Balance Sheet Details (Tables) HTML 130K 43: R28 Income Taxes (Tables) HTML 153K 31: R29 Segments and Geographic Data (Tables) HTML 107K 27: R30 Quarterly Financial Information (Unaudited) HTML 83K (Tables) 62: R31 Organization and Significant Accounting Policies - HTML 51K Narrative - Concentrations of Risk (Details) 95: R32 Organization and Significant Accounting Policies - HTML 69K Summary of Impact of Topic 842 (Details) 82: R33 Organization and Significant Accounting Policies - HTML 39K Narrative - Recently Adopted Accounting Policies (Details) 28: R34 Organization and Significant Accounting Policies - HTML 35K Narrative - Revenue Recognition (Details) 63: R35 Organization and Significant Accounting Policies - HTML 46K Summary of Calculation of Weighted Average Shares used to Calculate Basic and Diluted Earnings Per Share (Details) 97: R36 Organization and Significant Accounting Policies - HTML 37K Narrative - Equity Securities and Investments (Details) 83: R37 Organization and Significant Accounting Policies - HTML 46K Summary of Estimated Useful Lives of Major Classes of Property and Equipment (Details) 29: R38 Organization and Significant Accounting Policies - HTML 41K Narrative - Leases (Details) 61: R39 Organization and Significant Accounting Policies - HTML 37K Narrative - Derivatives (Details) 34: R40 Organization and Significant Accounting Policies - HTML 39K Narrative - Warranties (Details) 45: R41 Organization and Significant Accounting Policies - HTML 34K Narrative - Share-Based Compensation (Details) 108: R42 Organization and Significant Accounting Policies - HTML 34K Narrative - Advertising Costs (Details) 72: R43 Revenue - Summary of Disaggregated Revenue HTML 87K (Details) 35: R44 Revenue - Performance Obligations (Details) HTML 44K 46: R45 Revenue - Narrative (Details) HTML 45K 109: R46 Investments and Fair Value Measurements - Summary HTML 52K of Short-term Investments (Details) 73: R47 Investments and Fair Value Measurements - Summary HTML 39K of Contractual Maturities of Available-for-sale Debt Securities (Details) 36: R48 Investments and Fair Value Measurements - HTML 92K Narrative (Details) 44: R49 Investments and Fair Value Measurements - Summary HTML 92K of Hierarchy for Assets and Liabilities Measured at Fair Value Recurring Basis (Details) 53: R50 Intangible Assets, Goodwill, and Acquisitions - HTML 53K Summary of Identifiable Intangible Assets (Details) 18: R51 Intangible Assets, Goodwill, and Acquisitions - HTML 49K Summary of Estimated Annual Amortization of Intangible Assets (Details) 81: R52 Intangible Assets, Goodwill, and Acquisitions - HTML 101K Narrative (Details) 94: R53 Intangible Assets, Goodwill, and Acquisitions - HTML 39K Summary of Changes in Goodwill (Details) 52: R54 Debt and Other Commitments - Summary of Debt HTML 74K Obligations (Details) 17: R55 Debt and Other Commitments - Narrative (Details) HTML 125K 79: R56 Debt and Other Commitments - Summary of Debt HTML 41K Conversions (Details) 93: R57 Debt and Other Commitments - Summary of Maturities HTML 62K of Operating Lease Liabilities (Details) 54: R58 Debt and Other Commitments - Future Minimum HTML 103K Payments Prior to Adoption (Details) 16: R59 Debt and Other Commitments - Summary of Lease HTML 38K Costs (Details) 71: R60 Stockholders' Equity - Narrative (Details) HTML 36K 105: R61 Stockholders' Equity - Narrative - Restricted HTML 42K Stock (Details) 50: R62 Stockholders' Equity - Summary of Restricted Stock HTML 66K Activity and Related Information (Details) 38: R63 Stockholders' Equity - Summary of Pre-tax HTML 42K Intrinsic Values and Total Fair Value of Vested Restricted Stock (Details) 69: R64 Stockholders' Equity - Summary of Stock Option HTML 52K Activity Under all Stock Option Plans (Details) 104: R65 Stockholders' Equity - Narrative - Stock Options HTML 47K (Details) 49: R66 Stockholders' Equity - Narrative - Employee Stock HTML 44K Purchase Plan (Details) 37: R67 Stockholders' Equity - Narrative - Share HTML 50K Repurchases (Details) 66: R68 Stockholders' Equity - Summary of Share-based HTML 49K Compensation Expense for all Stock Awards (Details) 107: R69 Stockholders' Equity - Summary of Assumptions used HTML 62K to Estimate the Weighted-Average Fair Value Per Share for Stock Purchase under the Employee Stock Purchase Plan (Details) 90: R70 Supplemental Balance Sheet Details - Summary of HTML 41K Accounts Receivable (Details) 75: R71 Supplemental Balance Sheet Details - Summary of HTML 44K Inventory (Details) 20: R72 Supplemental Balance Sheet Details - Summary of HTML 57K Property and Equipment (Details) 56: R73 Supplemental Balance Sheet Details - Narrative - HTML 45K Property and Equipment (Details) 91: R74 Supplemental Balance Sheet Details - Summary of HTML 49K Accrued Liabilities (Details) 76: R75 Supplemental Balance Sheet Details - Summary of HTML 41K Changes in Reserve for Product Warranties (Details) 22: R76 Supplemental Balance Sheet Details - Summary of HTML 50K Redeemable Noncontrolling Interests (Details) 57: R77 Supplemental Balance Sheet Details - Summary of HTML 44K Accumulated Other Comprehensive Income (Loss) (Details) 88: R78 Income Taxes - Summary of Income Before Income HTML 39K Taxes by Region (Details) 78: R79 Income Taxes - Summary of Provision for Income HTML 63K Taxes (Details) 89: R80 Income Taxes - Summary of Reconciliation of HTML 64K Provision for Income Taxes to Amount Computed by Applying the Federal Statutory Rate (Details) 74: R81 Income Taxes - Narrative (Details) HTML 75K 19: R82 Income Taxes - Summary of Significant Components HTML 94K of Deferred Tax Assets and Liabilities (Details) 55: R83 Income Taxes - Summary of the Gross Amount of HTML 45K Uncertain Tax Positions (Details) 92: R84 Employee Benefit Plans (Details) HTML 52K 77: R85 Segments and Geographic Data - Narrative (Details) HTML 33K 23: R86 Segments and Geographic Data - Summary of HTML 69K Operating Performance and Assets by Segment (Details) 58: R87 Segments and Geographic Data - Summary of Net HTML 46K Long-lived Assets Consisting of Property and Equipment (Details) 87: R88 Quarterly Financial Information (Unaudited) HTML 64K (Details) 51: R9999 Uncategorized Items - form10-k2019classic.htm HTML 32K 80: XML IDEA XML File -- Filing Summary XML 200K 96: XML XBRL Instance -- form10-k2019classic_htm XML 3.49M 21: EXCEL IDEA Workbook of Financial Reports XLSX 122K 12: EX-101.CAL XBRL Calculations -- ilmn-20191229_cal XML 382K 13: EX-101.DEF XBRL Definitions -- ilmn-20191229_def XML 831K 14: EX-101.LAB XBRL Labels -- ilmn-20191229_lab XML 2.35M 15: EX-101.PRE XBRL Presentations -- ilmn-20191229_pre XML 1.38M 11: EX-101.SCH XBRL Schema -- ilmn-20191229 XSD 197K 26: JSON XBRL Instance as JSON Data -- MetaLinks 518± 805K 30: ZIP XBRL Zipped Folder -- 0001110803-20-000018-xbrl Zip 1.25M

CERTAIN CONFIDENTIAL INFORMATION HAS BEEN OMITTED

Fifth Amendment to Pooled Patents Agreement

This Fifth Amendment to the Pooled Patents Agreement (the “Fifth Amendment”) is effective as of the date of last signature found below (“Fifth Amendment Effective Date”) between Illumina, Inc., a Delaware corporation having a place of business at 5200 Illumina Way, San Diego, CA 92122 ("Illumina") and Sequenom, Inc., a Delaware corporation, having a place of business at 3595 John Hopkins Court, San Diego CA 92121 (“Sequenom”). Sequenom and Illumina may be referred to herein as “Party” or “Parties.”

WHEREAS, the Parties entered into the Pooled Patents Agreement, dated December 2, 2014, as amended via the First Amendment dated April 21, 2016, Second Amendment dated April 17, 2017, Third Amendment dated August 28, 2017, and Fourth Amendment dated March 15, 2018 (“Agreement”);

WHEREAS, the Parties have been discussing a lowering of Test Fees in accordance with Section 3.2(c)(iii), and have now reached agreement in accordance with Sections 3.2(c)(iii)(1) and (3);

WHEREAS, the Parties desire to amend the Agreement to permit lower Test Fees to be paid by certain companies, as identified herein;

WHEREAS, the Parties also desire to amend the Agreement to modify the schedule on which Licensed NIPT LDT Test volumes are assessed for purposes of determining Test Fees; and

WHEREAS, for good and valuable consideration, the Parties agree to amend the Agreement as follows:


1.	The definition of “Authorized Lab” is deleted in its entirety and replaced with:

“Authorized Lab” has the meaning set forth in Section 3.2(a)(ii).


2.	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. (A) Except as stated below with respect to Licensed NIPT LDT Test for which the Test Fee is equal to 10% of Net LDT Sales thereof (as a result of being the greater of 10% of Net LDT Sales or the amount on the table in Section 3 of Schedule 1), 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, Section 3 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, Section 3 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 preceding half-year period thereafter). The quarterly Test Fees for an Authorized Lab shall be in amounts that result in at least the product of (1) the number of Licensed NIPT LDT Tests performed by that Authorized Lab in that quarter with (2) the Test Fee amount in effect for that Authorized Lab in that quarter, plus an amount equal to the product of the annual number of Licensed NIPT LDT Tests in (1) that are subject to the additional $20 fee as set forth on Schedule 1 multiplied by $20. (B) With respect to each Licensed NIPT LDT Test for which the Test Fee is equal to 10% of Net LDT Sales thereof (as a result of being the greater of 10% of Net LDT Sales or the amount on the table in Section 3 of Schedule 1), the quarterly Test Fees shall be 10% of Net LDT Sales thereof for that quarter. 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.


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 Fifth Amendment shall have the meaning ascribed to them in the Agreement.

IN WITNESS WHEREOF, the Parties have signed this Fifth Amendment as of the dates indicated below.



ILLUMINA		SEQUENOM
By:	/s/ *Jeffrey S. Eidel*	By:	/s/ *Michael F Minahan*
Name:	Jeffrey S. Eidel	Name:	Michael F. Minahan
Title:	Head of Corporate & Business Development	Title:	Sr. Vice President & General Manager
Date:	4/12/2019	Date:	4/12/2019

Schedule 1

[***]

*** Indicates confidential information omitted from the exhibit

This ‘10-K’ Filing

Date

Other Filings

Filed as of:

2/11/20

Filed on:

2/10/20

SC 13G/A

For Period end:

12/29/19

3/15/18

8/28/17

4/17/17

4/21/16

12/2/14

4, 8-K

List all Filings

As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 2/16/24 Illumina, Inc. 10-K 12/31/23 111:18M 2/17/23 Illumina, Inc. 10-K 1/01/23 108:17M 2/18/22 Illumina, Inc. 10-K 1/02/22 108:15M 2/17/21 Illumina, Inc. 10-K 1/03/21 102:13M 2/11/21 Illumina, Inc. 8-K:2,9 2/11/21 13:602K 2/09/21 Illumina, Inc. 424B3 1:4.8M Donnelley … Solutions/FA 2/05/21 Illumina, Inc. S-4/A 7:5M Donnelley … Solutions/FA 1/12/21 Illumina, Inc. 8-K:2,9 1/11/21 15:377K 11/25/20 Illumina, Inc. S-4 11/24/20 5:4.9M Donnelley … Solutions/FA 10/30/20 Illumina, Inc. 10-Q 9/27/20 67:7.5M 8/07/20 Illumina, Inc. 10-Q 6/28/20 68:8.3M

Illumina, Inc. – ‘10-K’ for 12/29/19 – ‘EX-10.26’

On: Monday, 2/10/20, at 8:20pm ET · As of: 2/11/20 · For: 12/29/19 · Accession #: 1110803-20-18 · File #: 1-35406

Previous ‘10-K’: ‘10-K’ on 2/12/19 for 12/30/18 · Next: ‘10-K’ on 2/17/21 for 1/3/21 · Latest: ‘10-K’ on 2/16/24 for 12/31/23 · 11 References:

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

‘EX-10.26’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

11 Subsequent Filings that Reference this Filing

Illumina, Inc. – ‘10-K’ for 12/29/19 – ‘EX-10.26’

On: Monday, 2/10/20, at 8:20pm ET · As of: 2/11/20 · For: 12/29/19 · Accession #: 1110803-20-18 · File #: 1-35406

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34Filing Table of Contents

‘EX-10.26’ — Material Contract

This Exhibit is an HTML Document rendered as filed. [ Alternative Formats ]

Dates Referenced Herein and Documents Incorporated by Reference

11 Subsequent Filings that Reference this Filing

Annual Report — Form 10-K — Sect. 13 / 15(d) – SEA’34
Filing Table of Contents