EX. 10.56 Illumina Amendment






Exhibit 10.56
***Text Omitted and Filed Separately with the Securities and Exchange Commission.
Confidential Treatment Requested Under 
17 C.F.R. Sections 200.80(b)(4) and 240.24b-2




Third Amendment to Sale and Supply Agreement
Sequenom, Inc. (“SQNM”) and Illumina, Inc. (“Illumina”) entered into that certain Sale and Supply Agreement with an effective date of July 8, 2011 as amended by that certain First Amendment to Sale and Supply Agreement, and by that certain Second Amendment to Sale and Supply Agreement (the “Agreement”). SQNM and Illumina desire to amend certain terms of the Agreement pursuant to the terms of this Third Amendment to Sale and Supply Agreement (the “Amendment”).  
By signing where indicated below, SQNM and Illumina hereby agree to amend the terms of the Agreement as follows:
		
	1.
	Page A-1 of Exhibit A of the Agreement (as previously amended by the Second Amendment) is deleted in its entirety and replaced with Attachment 1 to this Amendment.


		
	2.
	SQNM agrees that Illumina invoice numbers 379077, 402150, 404101, 400654, 401098, 402157, 404332, 400656, 401106, which total [...***...], are accurate and reflect amounts owed by SQNM to Illumina.


		
	3.
	This Amendment shall be prospectively effective as of October 1, 2012.  For clarity the terms and conditions of the Agreement as amended by this Amendment shall apply to Consumables shipped beginning October 1, 2012.


		
	4.
	Except as expressly modified herein, the Agreement shall remain in full force and effect in accordance with its terms.  


IN WITNESS WHEREOF, the parties have signed this Amendment as of the dates indicated below.
    
	
					
	ILLUMINA
	 
	SEQUENOM

	

By:
	



/s/ Matt Posard
	 
	By:
	

/s/ Harry Hixson Jr.

	Name:
	Matt Posard
	 
	Name:
	Harry Hixson Jr.

	Title:
	General Manager, Translational & Consumer Genomics
	 
	Title:
	CEO

	Date:
	11/30/12
	 
	Date:
	11/28/12






    

CONFIDENTIAL
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807749 v3/SD 








Attachment 1




Consumables


V3 Reagents
	
					
	[...***...] Part Number
	Description
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Consumables Purchase Price


The purchase price for all Consumables ordered for shipment in the calendar quarter immediately following the calendar quarter of each Forecast Due Date* (this immediately following calendar quarter being referred to as “Q+1”) is determined by [...***...].



CONFIDENTIAL
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807749 v3/SD 








Consumable Spend Calculation 


Consumable Spend for purposes of determining [...***...] as follows:  
		
	1)
	[...***...]


		
	2)
	[...***...]


		
	3)
	[...***...]


		
	4)
	[...***...]




*The Forecast Due Date [...***...].
**Dollar amount [...***...].
***Dollar amount [...***...].  
****Solely for purposes of determining [...***...], the discount rate applicable [...***...].


Formula
[...***...]



CONFIDENTIAL
3
 
 
807749 v3/SD