SEC Info - Illumina, Inc. - ‘10-K’ for 12/31/17

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Illumina, Inc. – ‘10-K’ for 12/31/17 – ‘EX-10.22’

On: Monday, 2/12/18, at 7:09pm ET · As of: 2/13/18 · For: 12/31/17 · Accession #: 1110803-18-9 · File #: 1-35406

  As Of               Filer                 Filing    For·On·As Docs:Size

 2/13/18  Illumina, Inc.                    10-K       12/31/17  113:13M

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

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.05M 
 2: EX-10.11    Material Contract                                   HTML    148K 
 3: EX-10.12    Material Contract                                   HTML     53K 
 4: EX-10.18    Material Contract                                   HTML    130K 
 5: EX-10.22    Material Contract                                   HTML     44K 
 6: EX-10.23    Material Contract                                   HTML     42K 
 7: EX-10.24    Material Contract                                   HTML     40K 
 8: EX-21.1     Subsidiaries List                                   HTML     45K 
 9: EX-23.1     Consent of Experts or Counsel                       HTML     37K 
10: EX-31.1     Certification -- §302 - SOA'02                      HTML     45K 
11: EX-31.2     Certification -- §302 - SOA'02                      HTML     44K 
12: EX-32.1     Certification -- §906 - SOA'02                      HTML     38K 
13: EX-32.2     Certification -- §906 - SOA'02                      HTML     37K 
20: R1          Document and Entity Information Document            HTML     62K 
21: R2          Consolidated Balance Sheets                         HTML    125K 
22: R3          Consolidated Balance Sheets (Parenthetical)         HTML     50K 
23: R4          Consolidated Statements of Income                   HTML    115K 
24: R5          Consolidated Statements of Comprehensive Income     HTML     49K 
25: R6          Consolidated Statements of Stockholders' Equity     HTML    100K 
26: R7          Consolidated Statements of Cash Flows               HTML    149K 
27: R8          Organization and Summary of Significant Accounting  HTML    133K 
                Policies                                                         
28: R9          Balance Sheet Account Details                       HTML    165K 
29: R10         Intangible Assets                                   HTML     75K 
30: R11         Fair Value Measurements                             HTML    119K 
31: R12         Debt and Other Commitments                          HTML    116K 
32: R13         Share-based Compensation Expense                    HTML     70K 
33: R14         Stockholders' Equity                                HTML    127K 
34: R15         Legal Proceedings                                   HTML     40K 
35: R16         Income Taxes                                        HTML    163K 
36: R17         Employee Benefit Plans                              HTML     43K 
37: R18         Segment Information, Geographic Data, and           HTML    135K 
                Significant Customers                                            
38: R19         Quarterly Financial Information (Unaudited)         HTML     88K 
39: R20         Organization and Summary of Significant Accounting  HTML    194K 
                Policies (Policies)                                              
40: R21         Organization and Summary of Significant Accounting  HTML     94K 
                Policies (Tables)                                                
41: R22         Balance Sheet Account Details (Tables)              HTML    160K 
42: R23         Intangible Assets (Tables)                          HTML     77K 
43: R24         Fair Value Measurements (Tables)                    HTML    118K 
44: R25         Debt and Other Commitments (Tables)                 HTML     99K 
45: R26         Share-based Compensation Expense (Tables)           HTML     72K 
46: R27         Stockholders' Equity (Tables)                       HTML    184K 
47: R28         Income Taxes (Tables)                               HTML    157K 
48: R29         Segment Information, Geographic Data, and           HTML    131K 
                Significant Customers (Tables)                                   
49: R30         Quarterly Financial Information (Unaudited)         HTML     86K 
                (Tables)                                                         
50: R31         Organization and Summary of Significant Accounting  HTML     41K 
                Policies - Narrative - Recently Adopted Accounting               
                Policies (Details)                                               
51: R32         Organization and Summary of Significant Accounting  HTML     55K 
                Policies - Narrative - Concentrations of Risk                    
                (Details)                                                        
52: R33         Organization and Summary of Significant Accounting  HTML     49K 
                Policies - Summary of Estimated Useful Lives of                  
                Major Classes of Property and Equipment (Details)                
53: R34         Organization and Summary of Significant Accounting  HTML     41K 
                Policies - Narrative - Goodwill, Intangible Assets               
                and Other Long-Lived Assets (Details)                            
54: R35         Organization and Summary of Significant Accounting  HTML     39K 
                Policies - Narrative - Derivatives (Details)                     
55: R36         Organization and Summary of Significant Accounting  HTML     42K 
                Policies - Narrative - Warranties (Details)                      
56: R37         Organization and Summary of Significant Accounting  HTML     42K 
                Policies - Narrative - Revenue Recognition                       
                (Details)                                                        
57: R38         Organization and Summary of Significant Accounting  HTML     36K 
                Policies - Narrative - Share-Based Compensation                  
                (Details)                                                        
58: R39         Organization and Summary of Significant Accounting  HTML     37K 
                Policies - Narrative - Advertising Costs (Details)               
59: R40         Organization and Summary of Significant Accounting  HTML     48K 
                Policies - Summary of Calculation of Weighted                    
                Average Shares used to Calculate Basic and Diluted               
                Earnings Per Share (Details)                                     
60: R41         Organization and Summary of Significant Accounting  HTML     45K 
                Policies - Summary of Components of Accumulated                  
                Other Comprehensive Income (Details)                             
61: R42         Balance Sheet Account Details - Summary of          HTML     50K 
                Short-term Investments (Details)                                 
62: R43         Balance Sheet Account Details - Summary of          HTML     41K 
                Contractual Maturities of Available-for-sale Debt                
                Securities (Details)                                             
63: R44         Balance Sheet Account Details - Narrative -         HTML     56K 
                Strategic Investments (Details)                                  
64: R45         Balance Sheet Account Details - Summary of          HTML     42K 
                Accounts Receivable (Details)                                    
65: R46         Balance Sheet Account Details - Summary of          HTML     45K 
                Inventory (Details)                                              
66: R47         Balance Sheet Account Details - Summary of          HTML     56K 
                Property and Equipment (Details)                                 
67: R48         Balance Sheet Account Details - Narrative -         HTML     40K 
                Property and Equipment (Details)                                 
68: R49         Balance Sheet Account Details - Summary of Changes  HTML     42K 
                in Goodwill (Details)                                            
69: R50         Balance Sheet Account Details - Narrative -         HTML     39K 
                Goodwill (Details)                                               
70: R51         Balance Sheet Account Details - Summary of Accrued  HTML     52K 
                Liabilities (Details)                                            
71: R52         Balance Sheet Account Details - Summary of Changes  HTML     43K 
                in Reserve for Product Warranties (Details)                      
72: R53         Balance Sheet Account Details - Narrative -         HTML     85K 
                Investment in Consolidated Variable Interest                     
                Entities (Details)                                               
73: R54         Balance Sheet Account Details - Narrative -         HTML     91K 
                Deconsolidation of GRAIL, Inc. (Details)                         
74: R55         Balance Sheet Account Details - Summary of          HTML     51K 
                Activity of Redeemable Noncontrolling Interests                  
                (Details)                                                        
75: R56         Intangible Assets - Summary of Identifiable         HTML     55K 
                Intangible Assets (Details)                                      
76: R57         Intangible Assets - Summary of the Estimated        HTML     51K 
                Annual Amortization of Intangible Assets (Details)               
77: R58         Fair Value Measurements - Summary of Fair Value     HTML     79K 
                Hierarchy for Assets and Liabilities Measured at                 
                Fair Value on a Recurring Basis (Details)                        
78: R59         Fair Value Measurements - Narrative (Details)       HTML     43K 
79: R60         Fair Value Measurements - Summary of Changes in     HTML     49K 
                Estimated Fair Value of Contingent Consideration                 
                Liabilities (Details)                                            
80: R61         Debt and Other Commitments - Summary of Debt        HTML     66K 
                Obligations (Details)                                            
81: R62         Debt and Other Commitments - Debt Narrative         HTML     89K 
                (Details)                                                        
82: R63         Debt and Other Commitments - Leases Narrative       HTML     56K 
                (Details)                                                        
83: R64         Debt and Other Commitments - Summary of Annual      HTML    103K 
                Future Minimum Payments under Leases (Details)                   
84: R65         Debt and Other Commitments - Summary of Changes in  HTML     47K 
                the Facility Exit Obligation (Details)                           
85: R66         Debt and Other Commitments - Summary of Annual      HTML     44K 
                Minimum Payments for Noncancelable Purchase                      
                Obligations (Details)                                            
86: R67         Share-based Compensation Expense - Summary of       HTML     51K 
                Share-based Compensation Expense for all Stock                   
                Awards (Details)                                                 
87: R68         Share-based Compensation Expense - Summary of       HTML     59K 
                Assumptions used to Estimate the Weighted-Average                
                Fair Value Per Share for Stock Purchase under the                
                Employee Stock Purchase Plan (Details)                           
88: R69         Share-based Compensation Expense - Narrative        HTML     39K 
                (Details)                                                        
89: R70         Stockholders' Equity - Summary of Restricted Stock  HTML     69K 
                Activity and Related Information (Details)                       
90: R71         Stockholders' Equity - Summary of Pre-tax           HTML     44K 
                Intrinsic Values and Total Fair Value of Vested                  
                Restricted Stock (Details)                                       
91: R72         Stockholders' Equity - Summary of Stock Option      HTML     59K 
                Activity Under all Stock Option Plans (Details)                  
92: R73         Stockholders' Equity - Narrative (Details)          HTML     38K 
93: R74         Stockholders' Equity - Narrative - Restricted       HTML     44K 
                Stock (Details)                                                  
94: R75         Stockholders' Equity - Narrative - Stock Options    HTML     49K 
                (Details)                                                        
95: R76         Stockholders' Equity - Narrative - Employee Stock   HTML     47K 
                Purchase Plan (Details)                                          
96: R77         Stockholders' Equity - Narrative - Share            HTML     51K 
                Repurchases (Details)                                            
97: R78         Legal Proceedings - Narrative (Details)             HTML     45K 
98: R79         Income Taxes - Summary of Income before Income      HTML     42K 
                Taxes by Region (Details)                                        
99: R80         Income Taxes - Summary of Provision for Income      HTML     63K 
                Taxes (Details)                                                  
100: R81         Income Taxes - Summary of Reconciliation of         HTML     66K  
                Provision for Income Taxes to Amount Computed by                 
                Applying the Federal Statutory Rate (Details)                    
101: R82         Income Taxes - Narrative (Details)                  HTML     82K  
102: R83         Income Taxes - Summary of Significant Components    HTML     88K  
                of Deferred Tax Assets and Liabilities (Details)                 
103: R84         Income Taxes - Summary of the Gross Amount of       HTML     47K  
                Uncertain Tax Positions (Details)                                
104: R85         Employee Benefit Plans - Retirement Plan Narrative  HTML     36K  
                (Details)                                                        
105: R86         Employee Benefit Plans - Deferred Comp Narrative    HTML     51K  
                (Details)                                                        
106: R87         Segment Information, Geographic Data, and           HTML     67K  
                Significant Customers - Summary of Operating                     
                Performance and Assets by Segment (Details)                      
107: R88         Segment Information, Geographic Data, and           HTML     55K  
                Significant Customers - Summary of Revenue by                    
                Region (Details)                                                 
108: R89         Segment Information, Geographic Data, and           HTML     44K  
                Significant Customers - Narrative (Details)                      
109: R90         Segment Information, Geographic Data, and           HTML     47K  
                Significant Customers - Summary of Net Long-lived                
                Assets Consisting of Property and Equipment by                   
                Region (Details)                                                 
110: R91         Quarterly Financial Information (unaudited) -       HTML     60K  
                Summary of Quarterly Data (Details)                              
112: XML         IDEA XML File -- Filing Summary                      XML    205K  
111: EXCEL       IDEA Workbook of Financial Reports                  XLSX    121K  
14: EX-101.INS  XBRL Instance -- ilmn-20171231                       XML   3.28M 
16: EX-101.CAL  XBRL Calculations -- ilmn-20171231_cal               XML    366K 
17: EX-101.DEF  XBRL Definitions -- ilmn-20171231_def                XML    820K 
18: EX-101.LAB  XBRL Labels -- ilmn-20171231_lab                     XML   2.32M 
19: EX-101.PRE  XBRL Presentations -- ilmn-20171231_pre              XML   1.38M 
15: EX-101.SCH  XBRL Schema -- ilmn-20171231                         XSD    211K 
113: ZIP         XBRL Zipped Folder -- 0001110803-18-000009-xbrl      Zip    322K

‘EX-10.22’ — Material Contract

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

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Exhibit

First Amendment to Pooled Patents Agreement

This First Amendment to the Pooled Patents Agreement (the “First Amendment”) is effective as of the date of last signature found below 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 (“Agreement”);

WHEREAS, the Parties have been discussing a lowering of Test Fees in accordance with Section 3.2(c)(iii), and on March 25, 2016 the Parties reached agreement in accordance with Sections 3.2(c)(iii)(1) and (3) (such date referred to as the “Lowering Date”);

WHEREAS, the Parties desire to amend the Agreement to implement their agreement reached on the Lowering Date; and

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


1.	Schedule 1 is deleted in its entirety and replaced with the attached new Schedule 1.


2.	Section 7.1(b)(xi) is hereby deleted in its entirety and replaced with the following:

“(xi) any agreement entered into by Sequenom or any Affiliate of Sequenom prior to the Effective Date granting rights under any Sequenom Patent (prior to assignment and novation of the CUHK Licenses (2008/2011)) includes an obligation for the grantee to pay Test Fees to Sequenom or such Affiliate that are in an amount that is materially consistent with (or higher than) the Test Fee amounts (based on currency exchange rates in effect on the Effective Date) set forth on Schedule 1 (excluding Section 5 and the additional $20 fee pursuant to Section 3 of Schedule 1);”


3.	Section 7.1(c)(v) is hereby deleted in its entirety and replaced with the following:

“(v) it intends to continue prosecuting the ongoing disputes it has with Existing Illumina Litigants in a manner that, if successful, would lead to an obligation, on each such Existing Illumina Litigant that intends to perform on a going forward basis an NIPT LDT Test that is covered by a Valid Issued Claim under the Illumina Patents (excluding the CUHK Patents), to take a license under such Illumina Patents in exchange for consideration payable to Illumina that is consistent with the Test Fee amounts set forth on Schedule 1 (excluding Section 5 and the additional $20 fee pursuant to Section 3 of Schedule 1);”


4.	Section 7.1(c)(ix) is hereby deleted in its entirety and replaced with the following:

“(ix) except as set forth on Schedule 7.1(c)(ix), any agreement entered into by Illumina or any Affiliate of Illumina prior to the Effective Date granting rights under any Illumina Patent (excluding the CUHK Patents) includes an obligation for the grantee to pay Test Fees to Illumina or such Affiliate that are materially consistent with (or higher than) the Test Fee amounts (based on currency exchange rates in effect on the Effective Date) set forth on Schedule 1 (excluding Section 5 and the additional $20 fee pursuant to Section 3 of Schedule 1);”


5.	Schedule 7.1(c)(ix) is hereby deleted in its entirety and replaced with the following:

“Two Existing Illumina Licensees (each an Illumina Technology Partner) are currently paying volume-based Test Fees to Illumina that are at or higher than the volume-based Test Fee amounts set forth on Schedule 1 (excluding Section 5 and the additional $20 fee pursuant to Section 3 of Schedule 1), however, as of the Effective Date, each such licensee is subject to a volume-based Test Fee schedule that would permit that licensee to pay Test Fees in an amount that is below the Test Fee amount on Schedule 1 (excluding Section 5)

at such time (if ever) it achieves a certain cumulative volume and thereafter until (1) December, 2016, for one licensee or (2) January 2017, for the other licensee.

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

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



ILLUMINA		SEQUENOM
By:	/s/ *Jeff Eidel*	By:	/s/ *Dereck Tatman*
Name:	Jeffrey Eidel	Name:	Dereck Tatman
Title:	VP Corporate Development	Title:	SR VP Business Development
Date:	April 20, 2016	Date:	April 21, 2016

Dates Referenced Herein and Documents Incorporated by Reference

This ‘10-K’ Filing	Date	Other Filings

Filed as of:	2/13/18	SC 13G/A
Filed on:	2/12/18
For Period end:	12/31/17	5, SD
	4/21/16
	4/20/16	4
	3/25/16
	12/2/14	4, 8-K
		List all Filings

5 Subsequent Filings that Reference this Filing

  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
11/15/21  Illumina, Inc.                    SC TO-I                4:655K Illumina, Inc.                    Donnelley … Solutions/FA
 2/17/21  Illumina, Inc.                    10-K        1/03/21  102:13M

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Filing Submission 0001110803-18-000009 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)