Exhibit 10.2
 PACIFIC BIOSCIENCES OF CALIFORNIA, INC.
 SERIES F PREFERRED STOCK PURCHASE AGREEMENT
 June 16, 2010




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TABLE OF CONTENTS
 Page1. AGREEMENT TO SELL AND PURCHASE
    
    
    11.1 Authorization of Shares
    
    
    11.2 Sale and Purchase
    
    
    12. CLOSING, DELIVERY AND PAYMENT
    
    
    12.1 Closing
    
    
    12.2 Delivery
    
    
    23. REPRESENTATIONS AND WARRANTIES OF THE COMPANY
    
    
    23.1 Organization, Good Standing and Qualification
    
    
    23.2 Subsidiaries
    
    
    23.3 Capitalization; Voting Rights
    
    
    33.4 Authorization; Binding Obligations
    
    
    43.5 Financial Statements
    
    
    53.6 Liabilities
    
    
    53.7 Agreements; Action
    
    
    53.8 Obligations to Related Parties
    
    
    63.9 Changes
    
    
    63.10 Title to Properties and Assets; Liens, Etc.
    
    
    73.11 Intellectual Property
    
    
    73.12 Compliance with Other Instruments
    
    
    83.13 Litigation
    
    
    83.14 Tax Returns and Payments
    
    
    93.15 Employees
    
    
    93.16 Registration Rights and Voting Rights
    
    
    103.17 Compliance with Laws; Permits
    
    
    103.18 Offering Valid
    
    
    103.19 Minute Books
    
    
    113.20 Real Property Holding Corporation
    
    
    113.21 Disclosure
    
    
    113.22 Employee Benefit Plans
    
    
    113.23 Employee Relations to Management
    
    
    113.24 Environmental and Safety Laws
    
    
    113.25 Insurance
    
    
    113.26 No Restricted Persons
    
    
    114. REPRESENTATIONS AND WARRANTIES OF PURCHASERS
    
    
    124.1 Requisite Power and Authority
    
    
    124.2 Investment Representations
    
    
    124.3 Transfer Restrictions
    
    
    13




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Page5. CONDITIONS TO CLOSING
    
    
    145.1 Conditions to Purchasers Obligations at the Initial Closing
    
    
    145.2 Conditions to Obligations of the Company
    
    
    156. MISCELLANEOUS
    
    
    166.1 Governing Law
    
    
    166.2 Survival
    
    
    166.3 Successors and Assigns
    
    
    166.4 Entire Agreement
    
    
    166.5 Severability
    
    
    176.6 Amendment and Waiver
    
    
    176.7 Delays or Omissions
    
    
    176.8 Waiver of Conflicts
    
    
    176.9 Notices
    
    
    186.10 Expenses
    
    
    186.11 Attorneys Fees
    
    
    186.12 Titles and Subtitles
    
    
    196.13 Counterparts
    
    
    196.14 Brokers Fees
    
    
    196.15 Exculpation Among Purchasers
    
    
    196.16 Rights of Purchasers
    
    
    196.17 No Commitment for Additional Financing
    
    
    196.18 Pronouns
    
    
    206.19 California Corporate Securities Law
    
    
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PACIFIC BIOSCIENCES OF CALIFORNIA, INC.
 SERIES F PREFERRED STOCK PURCHASE AGREEMENT
 THIS SERIES F PREFERRED STOCK PURCHASE AGREEMENT Agreement Company Exhibit A Purchasers Purchaser
   Authorization of Shares Shares Conversion Shares Exhibit B Restated
Charter
 Sale and Purchase Exhibit A
 CLOSING, DELIVERY AND PAYMENT
 Closing
 Closing Initial Closing
 Subsequent Closing
 1




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Exhibit C Investor Rights Agreement Exhibit D Co-Sale
Agreement Exhibit E Voting Agreement Related Agreements
 Delivery
 REPRESENTATIONS AND WARRANTIES OF THE COMPANY
  Organization, Good Standing and Qualification
 Subsidiaries
 2




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Capitalization; Voting Rights
 Exhibit G
 2004 Plan
 2005 Plan Plans
   3




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Authorization; Binding Obligations
 4




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Financial Statements Statement Date Financial Statements
 Liabilities
 Agreements; Action
    5




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Obligations to Related Parties
 Changes
          6




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Title to Properties and Assets; Liens, Etc.
 Intellectual Property
    7




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Intellectual Property
 Compliance with Other Instruments
 Litigation
 8




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Tax Returns and Payments
 Employees
 9




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Registration Rights and Voting Rights
 Compliance with Laws; Permits
 Offering Valid Securities Act
 10




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Minute Books
 Real Property Holding Corporation
 Disclosure
 Employee Benefit Plans
 Employee Relations to Management
 Environmental and Safety Laws
 Insurance
 No Restricted Persons SDNs
 11




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REPRESENTATIONS AND WARRANTIES OF PURCHASERS
  Requisite Power and Authority
 Investment Representations
 Purchaser Bears Economic Risk
 Acquisition for Own Account
 12




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Purchaser Can Protect Its Interest
 Accredited Investor
 Company Information
 Rule 144
 Residence Exhibit A Exhibit A
 Foreign Investors
 Transfer Restrictions
 13




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CONDITIONS TO CLOSING
 Conditions to Purchasers Obligations at the Initial Closing
 Representations and Warranties True; Performance of Obligations
 Consents, Permits, and Waivers
 Filing of Restated Charter
 Corporate Documents
 Reservation of Conversion Shares
 Compliance Certificate
 Secretarys Certificate
 Investor Rights Agreement
 14




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Co-Sale Agreement
 Voting Agreement
 Board of Directors
 Legal Opinion Exhibit F
 Proceedings and Documents
 Conditions to Obligations of the Company
 Representations and Warranties True
 Performance of Obligations
 Filing of Restated Charter
 15




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Investor Rights Agreement
 Co-Sale Agreement
 Voting Agreement
 Consents, Permits, and Waivers
 MISCELLANEOUS
 Governing Law
 Survival
 Successors and Assigns
 Entire Agreement
 16




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Severability
 Amendment and Waiver
   Delays or Omissions
 Waiver of Conflicts WSGR Financing
 17




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WS Investment Companies 
 Notices Exhibit A
 Expenses provided however
 Attorneys Fees
 18




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Titles and Subtitles
 Counterparts
 Brokers Fees
 Exculpation Among Purchasers
 Rights of Purchasers provided, however
 No Commitment for Additional Financing
 19




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Pronouns
 California Corporate Securities Law
  20




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IN WITNESS WHEREOF SERIES F PREFERRED STOCK PURCHASE
AGREEMENT
 COMPANY:
PACIFIC BIOSCIENCES OF CALIFORNIA, INC.By:
    /s/ Hugh MartinName:
    Hugh MartinTitle:
    Chief Executive OfficerAddress:
    1505 Adams Drive
Menlo Park, CA  94025




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IN WITNESS WHEREOF SERIES F PREFERRED STOCK PURCHASE AGREEMENT
 PURCHASERS:
GENPROBE INCORPORATEDBy:
    /s/ Eric TardifName:
    Eric TardifTitle:
    SVP, Corporate Strategy