##### Table of Contents





UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





Form 10-Q





(Mark One)

|x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ---------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2011

Or



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period from              to

Commission File Number 001-34899





Pacific Biosciences of California, Inc.

(Exact name of registrant as specified in its charter)







|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 16-1590339                          
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer Identification No.)
|                                                               | 
|1380 Willow Road Menlo Park, CA 94025                          |  | 94025                               
|(Address of principal executive offices)                       |  | (Zip Code)                          

(Registrants telephone number, including area code)

(650) 521-8000





Indicate by
check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No   ̈

Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).    Yes   ̈    No   ̈

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller
reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):



|                        |  |                                                  |  |                           |  |  
|----------------------- |  | ------------------------------------------------ |  | ------------------------- |  | -
|Large accelerated filer |  |  ̈                                                |  | Accelerated filer         |  |  ̈
|                        |  |                                                  | 
|Non-accelerated filer   |  | x  (Do not check if a smaller reporting company) |  | Smaller reporting company |  |  ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).    Yes   ̈    No  x

Number of shares outstanding of the issuers common stock as of May 10, 2011: 53,417,620









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##### Table of Contents

TABLE OF CONTENTS



|                                                                                                                                                                                        |  |          |    | 
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | -------- | -- | 
|                                                                                                                                                                                        |  | PAGE NO. |   
|PART I. FINANCIAL INFORMATION                                                                                                                                                           |  |          | 3  | 
|                                                                                                                                                                                        | 
|Item 1. Financial Statements                                                                                                                                                            |  |          | 3  | 
|                                                                                                                                                                                        | 
|Condensed Consolidated Balance Sheets as of March 31, 2011 (unaudited) and December 31,
2010                                                                                            |  |          | 3  | 
|                                                                                                                                                                                        | 
|Condensed Consolidated Statements of Operations for the Three Months Ended March 
31, 2011 and 2010 and the period from July 14, 2000 (date of inception) to March 31, 2011 (unaudited) |  |          | 4  | 
|                                                                                                                                                                                        | 
|Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 
31, 2011 and 2010 and the period from July 14, 2000 (date of inception) to March 31, 2011 (unaudited) |  |          | 5  | 
|                                                                                                                                                                                        | 
|Notes to Condensed Consolidated Financial Statements (unaudited)                                                                                                                        |  |          | 6  | 
|                                                                                                                                                                                        | 
|Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations                                                                                           |  |          | 13 | 
|                                                                                                                                                                                        | 
|Item 3. Quantitative and Qualitative Disclosures About Market Risk                                                                                                                      |  |          | 18 | 
|                                                                                                                                                                                        | 
|Item 4. Controls and Procedures                                                                                                                                                         |  |          | 18 | 
|                                                                                                                                                                                        | 
|PART II. OTHER INFORMATION                                                                                                                                                              |  |          | 19 | 
|                                                                                                                                                                                        | 
|Item 1. Legal Proceedings                                                                                                                                                               |  |          | 19 | 
|                                                                                                                                                                                        | 
|Item 1A. Risk Factors                                                                                                                                                                   |  |          | 20 | 
|                                                                                                                                                                                        | 
|Item 2. Unregistered Sales of Equity Securities and Use of Proceeds                                                                                                                     |  |          | 34 | 
|                                                                                                                                                                                        | 
|Item 6. Exhibits                                                                                                                                                                        |  |          | 34 | 
|                                                                                                                                                                                        | 
|SIGNATURES                                                                                                                                                                              |  |          | 35 | 
|                                                                                                                                                                                        | 
|EXHIBIT INDEX                                                                                                                                                                           |  |          | 36 | 



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##### Table of Contents

PART I. FINANCIAL INFORMATION



|Item 1. | Financial Statements
|------- | --------------------

PACIFIC BIOSCIENCES OF CALIFORNIA, INC.

(A development stage enterprise)

Condensed Consolidated Balance Sheets

(Unaudited)



|                                                                                                                                       |  |           |          |   |              |   |          |  
|-------------------------------------------------------------------------------------------------------------------------------------- |  | --------- | -------- | - | ------------ | - | -------- | -
|                                                                                                                                       |  | March 31, |          |   | December 31, |  
|(in thousands except share and per share amounts)                                                                                      |  | 2011      |          |   | 2010         |  
|Assets                                                                                                                                 |  |           |          |   |              |   |          |  
|Current assets                                                                                                                         |  |           |          |   |              |   |          |  
|Cash and cash equivalents                                                                                                              |  | $         | 84,615   |   |              | $ | 147,650  |  
|Investments                                                                                                                            |  |           | 163,933  |   |              |   | 136,024  |  
|Accounts receivable                                                                                                                    |  |           | 59       |   |              |   | 341      |  
|Inventory                                                                                                                              |  |           | 13,539   |   |              |   | 6,864    |  
|Prepaid expenses and other current assets                                                                                              |  |           | 2,124    |   |              |   | 2,235    |  
|                                                                                                                                       |  |           |          |   |              |   |          |  
|Total current assets                                                                                                                   |  |           | 264,270  |   |              |   | 293,114  |  
|Property and equipment, net                                                                                                            |  |           | 13,932   |   |              |   | 12,311   |  
|Long-term assets                                                                                                                       |  |           | 356      |   |              |   | 322      |  
|                                                                                                                                       |  |           |          |   |              |   |          |  
|Total assets                                                                                                                           |  | $         | 278,558  |   |              | $ | 305,747  |  
|                                                                                                                                       |  |           |          |   |              |   |          |  
|Liabilities and Stockholders Equity                                                                                                   |  |           |          |   |              |   |          |  
|Current liabilities                                                                                                                    |  |           |          |   |              |   |          |  
|Accounts payable                                                                                                                       |  | $         | 9,432    |   |              | $ | 9,515    |  
|Accrued expenses and other current liabilities                                                                                         |  |           | 10,233   |   |              |   | 7,994    |  
|Deferred revenue                                                                                                                       |  |           | 4,350    |   |              |   | 3,221    |  
|Current portion of facility financing obligation                                                                                       |  |           | 117      |   |              |   | 110      |  
|                                                                                                                                       |  |           |          |   |              |   |          |  
|Total current liabilities                                                                                                              |  |           | 24,132   |   |              |   | 20,840   |  
|Lease incentives and other long-term liabilities                                                                                       |  |           | 2,859    |   |              |   | 2,114    |  
|Facility financing obligation, less current portion                                                                                    |  |           | 2,896    |   |              |   | 2,927    |  
|                                                                                                                                       |  |           |          |   |              |   |          |  
|Total liabilities                                                                                                                      |  |           | 29,887   |   |              |   | 25,881   |  
|                                                                                                                                       |  |           |          |   |              |   |          |  
|Stockholders equity                                                                                                                   |  |           |          |   |              |   |          |  
|Common Stock, $0.001 par value:                                                                                                        |  |           |          |   |              |   |          |  
|Authorized 1,000,000,000 shares; Issued and outstanding 52,924,907 shares at March 31, 2011 and 52,855,267 shares at
December 31, 2010 |  |           | 53       |   |              |   | 53       |  
|Additional paid-in capital                                                                                                             |  |           | 615,591  |   |              |   | 612,001  |  
|Accumulated other comprehensive income (loss)                                                                                          |  |           | 3        |   |              |   | (21      | )
|Deficit accumulated during the development stage                                                                                       |  |           | (366,976 | ) |              |   | (332,167 | )
|                                                                                                                                       |  |           |          |   |              |   |          |  
|Total stockholders equity                                                                                                             |  |           | 248,671  |   |              |   | 279,866  |  
|                                                                                                                                       |  |           |          |   |              |   |          |  
|Total liabilities and stockholders equity                                                                                             |  | $         | 278,558  |   |              | $ | 305,747  |  
|                                                                                                                                       |  |           |          |   |              |   |          |  

See accompanying notes to the condensed consolidated financial statements.



3



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PACIFIC BIOSCIENCES OF CALIFORNIA, INC.

(A development stage enterprise)

Condensed Consolidated Statements of Operations

(Unaudited)



|                                                              |  |                           |            |   |               |   |         |               |  |   |          |  
|------------------------------------------------------------- |  | ------------------------- | ---------- | - | ------------- | - | ------- | ------------- |  | - | -------- | -
|                                                              |  |                           |            |   |               |   |         | Cumulative    | 
|                                                              |  |                           |            |   |               |   |         | Period From   | 
|                                                              |  |                           |            |   |               |   |         | July 14, 2000 | 
|                                                              |  |                           |            |   |               |   |         | (Date of      | 
|                                                              |  | Three-Month Periods Ended |            |   | Inception) to |  
|                                                              |  | March 31,                 |            |   | March 31,     |  
|(in thousands, except share and per share amounts)            |  | 2011                      |            |   | 2010          |   |         | 2011          | 
|Grant revenue                                                 |  | $                         | 270        |   |               | $ | 545     |               |  | $ | 8,868    |  
|                                                              |  |                           |            |   |               |   |         |               |  |   |          |  
|Operating expenses                                            |  |                           |            |   |               |   |         |               |  |   |          |  
|Research and development                                      |  |                           | 24,118     |   |               |   | 25,324  |               |  |   | 290,269  |  
|Sales, general and administrative                             |  |                           | 11,119     |   |               |   | 5,495   |               |  |   | 76,554   |  
|                                                              |  |                           |            |   |               |   |         |               |  |   |          |  
|Total operating expenses                                      |  |                           | 35,237     |   |               |   | 30,819  |               |  |   | 366,823  |  
|                                                              |  |                           |            |   |               |   |         |               |  |   |          |  
|Loss from operations                                          |  |                           | (34,967    | ) |               |   | (30,274 | )             |  |   | (357,955 | )
|Interest income (expense), net                                |  |                           | 171        |   |               |   | (41     | )             |  |   | 4,277    |  
|Other expense, net                                            |  |                           | (13        | ) |               |   | (10     | )             |  |   | (484     | )
|                                                              |  |                           |            |   |               |   |         |               |  |   |          |  
|Net loss                                                      |  | $                         | (34,809    | ) |               | $ | (30,325 | )             |  | $ | (354,162 | )
|                                                              |  |                           |            |   |               |   |         |               |  |   |          |  
|Basic and diluted net loss per share of Common Stock          |  | $                         | (0.66      | ) |               | $ | (48.97  | )             |  |   |          |  
|                                                              |  |                           |            |   |               |   |         |               |  |   |          |  
|Shares used to calculate basic and diluted net loss per share |  |                           | 52,756,116 |   |               |   | 619,250 |               |  |   |          |  
|                                                              |  |                           |            |   |               |   |         |               |  |   |          |  

See accompanying notes to the condensed consolidated financial statements.



4



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PACIFIC BIOSCIENCES OF CALIFORNIA, INC.

(A development stage enterprise)

Condensed Consolidated Statements of Cash Flows

(Unaudited)



|                                                                           |  |                           |          |   |                     |   |         |               |  |   |          |  
|-------------------------------------------------------------------------- |  | ------------------------- | -------- | - | ------------------- | - | ------- | ------------- |  | - | -------- | -
|                                                                           |  |                           |          |   |                     |   |         | Cumulative    | 
|                                                                           |  |                           |          |   |                     |   |         | Period From   | 
|                                                                           |  |                           |          |   |                     |   |         | July 14, 2000 | 
|                                                                           |  | Three-Month Periods Ended |          |   | (Date of Inception) |  
|                                                                           |  | March 31,                 |          |   | to March 31,        |  
|(in thousands)                                                             |  | 2011                      |          |   | 2010                |   |         | 2011          | 
|Cash flows from operating activities                                       |  |                           |          |   |                     |   |         |               |  |   |          |  
|Net loss                                                                   |  | $                         | (34,809  | ) |                     | $ | (30,325 | )             |  | $ | (354,162 | )
|Adjustments to reconcile net loss to net cash used in operating activities |  |                           |          |   |                     |   |         |               |  |   |          |  
|Depreciation                                                               |  |                           | 1,468    |   |                     |   | 1,051   |               |  |   | 17,084   |  
|Stock-based compensation                                                   |  |                           | 3,104    |   |                     |   | 2,099   |               |  |   | 26,442   |  
|Other items                                                                |  |                           | 26       |   |                     |   |        |               |  |   | 749      |  
|Changes in assets and liabilities                                          |  |                           |          |   |                     |   |         |               |  |   |          |  
|Accounts receivable                                                        |  |                           | 282      |   |                     |   |        |               |  |   | (59      | )
|Inventory                                                                  |  |                           | (6,675   | ) |                     |   |        |               |  |   | (13,539  | )
|Deferred revenue                                                           |  |                           | 1,129    |   |                     |   |        |               |  |   | 4,350    |  
|Prepaid expenses and other current assets                                  |  |                           | 616      |   |                     |   | 312     |               |  |   | (1,208   | )
|Other long-term assets                                                     |  |                           | (34      | ) |                     |   | (10     | )             |  |   | (389     | )
|Accounts payable                                                           |  |                           | (183     | ) |                     |   | (1,279  | )             |  |   | 9,190    |  
|Accrued expenses and other current liabilities                             |  |                           | 897      |   |                     |   | 1,788   |               |  |   | 7,262    |  
|Lease incentives and other long-term liabilities                           |  |                           | 721      |   |                     |   | (475    | )             |  |   | 1,496    |  
|                                                                           |  |                           |          |   |                     |   |         |               |  |   |          |  
|Net cash used in operating activities                                      |  |                           | (33,458  | ) |                     |   | (26,839 | )             |  |   | (302,784 | )
|                                                                           |  |                           |          |   |                     |   |         |               |  |   |          |  
|Cash flows from investing activities                                       |  |                           |          |   |                     |   |         |               |  |   |          |  
|Purchase of property and equipment                                         |  |                           | (1,496   | ) |                     |   | (1,193  | )             |  |   | (24,216  | )
|Purchase of investments                                                    |  |                           | (131,221 | ) |                     |   |        |               |  |   | (435,515 | )
|Sales and maturities of investments                                        |  |                           | 102,807  |   |                     |   | 3,500   |               |  |   | 270,202  |  
|                                                                           |  |                           |          |   |                     |   |         |               |  |   |          |  
|Net cash provided by (used in) investing activities                        |  |                           | (29,910  | ) |                     |   | 2,307   |               |  |   | (189,529 | )
|                                                                           |  |                           |          |   |                     |   |         |               |  |   |          |  
|Cash flows from financing activities                                       |  |                           |          |   |                     |   |         |               |  |   |          |  
|Proceeds from issuance of Convertible Preferred Stock, net                 |  |                           |         |   |                     |   |        |               |  |   | 364,199  |  
|Proceeds from exercise of Common Stock options                             |  |                           | 333      |   |                     |   | 116     |               |  |   | 3,675    |  
|Proceeds from issuance of Common stock in IPO, net of issuance costs       |  |                           |         |   |                     |   |        |               |  |   | 210,781  |  
|Repurchases of Junior Preferred Stock                                      |  |                           |         |   |                     |   |        |               |  |   | (1,727   | )
|                                                                           |  |                           |          |   |                     |   |         |               |  |   |          |  
|Net cash provided by financing activities                                  |  |                           | 333      |   |                     |   | 116     |               |  |   | 576,928  |  
|                                                                           |  |                           |          |   |                     |   |         |               |  |   |          |  
|Net increase (decrease) in cash and cash equivalents                       |  |                           | (63,035  | ) |                     |   | (24,416 | )             |  |   | 84,615   |  
|Cash and cash equivalents at beginning of period                           |  |                           | 147,650  |   |                     |   | 89,232  |               |  |   |         |  
|                                                                           |  |                           |          |   |                     |   |         |               |  |   |          |  
|Cash and cash equivalents at end of period                                 |  | $                         | 84,615   |   |                     | $ | 64,816  |               |  | $ | 84,615   |  
|                                                                           |  |                           |          |   |                     |   |         |               |  |   |          |  
|Supplemental disclosure of non-cash investing and financing activities     |  |                           |          |   |                     |   |         |               |  |   |          |  
|Issuance of Convertible Preferred Stock warrants                           |  |                           |         |   |                     |   |        |               |  |   | 70       |  
|Assets acquired under facility lease                                       |  |                           |         |   |                     |   | 2,518   |               |  |   | 2,971    |  
|Additions to property and equipment under tenant improvement allowances    |  |                           |         |   |                     |   |        |               |  |   | 1,910    |  
|Purchases of property and equipment through accrued liabilities            |  |                           | 1,495    |   |                     |   |        |               |  |   | 1,495    |  
|Conversion of convertible preferred stock to common stock upon IPO         |  |                           |         |   |                     |   |        |               |  |   | 374,965  |  
|Reclassification of Convertible Preferred Stock warrants to liabilities    |  |                           |         |   |                     |   |        |               |  |   | 31       |  
|Reclassification of preferred warrants to common stock warrants            |  |                           |         |   |                     |   |        |               |  |   | 326      |  
|Issuance of common stock related to convertible preferred stock offering   |  |                           |         |   |                     |   |        |               |  |   | 281      |  
|Vesting of stock options related to early exercises                        |  |                           | 153      |   |                     |   |        |               |  |   | 581      |  

See accompanying notes
to the condensed consolidated financial statements.



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PACIFIC BIOSCIENCES OF CALIFORNIA, INC.

(A development stage enterprise)

Notes to Condensed Consolidated Financial Statements

(Unaudited)

1. Overview

Pacific Biosciences of California, Inc., (Pacific Biosciences, PacBio, we, us) has developed and is currently commercializing a platform for single
molecule, real-time detection of biological events. Our initial focus is on the DNA sequencing market where we have developed and introduced a third generation sequencing platform. Since inception, substantially all of our resources have been
invested in the development and initial commercialization of our single molecule, real-time technologies.

We continue to
report as a development stage enterprise since planned principal operations generating revenue from our products have not yet commenced. Revenue recognized since inception has been limited to research grants received from government grants and does
not constitute the commencement of our principal operations.

The names Pacific Biosciences, PacBio,
SMRT, SMRTbell and our logo are our trademarks.

In connection with our initial public offering
(IPO) in October 2010, all outstanding convertible preferred stock converted into common stock, warrants to purchase convertible preferred stock converted into warrants to purchase common stock, and the convertible preferred stock
warrant liability was reclassified to stockholders equity.

2. Summary of Significant Accounting Policies

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with generally accepted accounting principles in the United States of America, or GAAP, for interim
financial information and the instructions to Form 10-Q and Rule 10-01 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements.
In the opinion of management, the unaudited interim financial statements reflect all adjustments, which include only normal recurring adjustments necessary for the fair statement of our balances and results for the periods presented. These interim
financial statement results are not necessarily indicative of results to be expected for the full fiscal year or any future period.

The balance sheet at December 31, 2010 has been derived from the audited financial statements at that date. The financial statements and related disclosures have been prepared with the presumption
that users of the interim financial statements have read or have access to the audited financial statements for the preceding fiscal year. Accordingly, these financial statements should be read in conjunction with the audited financial statements
and notes thereto contained in our Annual Report on Form 10-K.

Certain immaterial prior period balances on our condensed
consolidated statements of cash flows have been reclassified to conform to the current period presentation.

Use of
Estimates

The preparation of condensed consolidated financial statements in conformity with GAAP requires us to make
estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenue and expense
during the reporting periods. Our estimates include, but are not limited to, useful lives assigned to long-lived assets, the valuation of common and preferred stock and related warrants and options, stock-based compensation expense and
contingencies. Actual results could differ from our estimates, and such differences could be material to our financial position and results of operations.



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PACIFIC BIOSCIENCES OF CALIFORNIA, INC.

(A development stage enterprise)

Notes to Condensed Consolidated Financial Statements(Continued)

(Unaudited)



Fair Value of Financial Instruments

The carrying amount of certain of our financial assets and liabilities, including accounts receivable, prepaid expenses, other current
assets, other long-term assets, accounts payable, accrued expenses and other current liabilities, approximate fair value due to their short maturities. The carrying value of the facility financing obligation approximates fair value based on
currently available borrowing rates and after consideration of non-performance risk and credit risk.

As a basis for
determining the fair value of certain of our financial instruments, we utilize a three-tier value hierarchy which prioritizes the inputs used in measuring fair value as follows: (Level I) observable inputs such as quoted prices in active markets;
(Level II) inputs other than the quoted prices in active markets that are observable either directly or indirectly; and (Level III) unobservable inputs in which there is little or no market data which requires us to develop our own assumptions. This
hierarchy requires us to use observable market data, when available, and to minimize the use of unobservable inputs when determining fair value. Our financial assets that are measured at fair value on a recurring basis consist of cash equivalents
and investments.

Our cash and cash equivalents, which include money market funds and commercial paper based on the original
maturity from date of purchase are classified within Level I or Level II dependent on observable inputs. Our investments, which include commercial paper based on the original maturity from date of purchase, certificates of deposit, corporate debt
securities, asset backed securities, and U.S. government and agency securities are classified as Level II of the fair value hierarchy.

Assets and liabilities measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. Our assessment of the significance of a
particular input to the entire fair value measurement requires management to make judgments and consider factors specific to the asset or liability. The following table sets forth our financial assets that were measured at fair value as of
March 31, 2011 and December 31, 2010 by level within the fair value hierarchy (in thousands).



|                                      |  |                |        |  |                   |   |         |           |  |   |       |  |  |         |         |  |          |   |         |           |  |   |         |  |  |   |   |  |  |   |         | 
|------------------------------------- |  | -------------- | ------ |  | ----------------- | - | ------- | --------- |  | - | ----- |  |  | ------- | ------- |  | -------- | - | ------- | --------- |  | - | ------- |  |  | - | - |  |  | - | ------- | 
|                                      |  | March 31, 2011 |        |  | December 31, 2010 |  
|                                      |  | Level I        |        |  | Level II          |   |         | Level III |  |   | Total |  |  | Level I |         |  | Level II |   |         | Level III |  |   | Total   | 
|Assets                                |  |                |        |  |                   |   |         |           |  |   |       |  |  |         |         |  |          |   |         |           |  |   |         |  |  |   |   |  |  |   |         | 
|Money Market Funds                    |  | $              | 36,036 |  |                   | $ |        |           |  | $ |      |  |  | $       | 36,036  |  |          | $ | 118,462 |           |  | $ |        |  |  | $ |  |  |  | $ | 118,462 | 
|Certificates of Deposits              |  |                |       |  |                   |   | 4,060   |           |  |   |      |  |  |         | 4,060   |  |          |   |        |           |  |   |        |  |  |   |  |  |  |   |        | 
|Commercial Paper                      |  |                |       |  |                   |   | 102,987 |           |  |   |      |  |  |         | 102,987 |  |          |   |        |           |  |   | 59,573  |  |  |   |  |  |  |   | 59,573  | 
|Corporate Debt Securities             |  |                |       |  |                   |   | 63,316  |           |  |   |      |  |  |         | 63,316  |  |          |   |        |           |  |   | 49,970  |  |  |   |  |  |  |   | 49,970  | 
|Asset Backed Securities               |  |                |       |  |                   |   | 10,191  |           |  |   |      |  |  |         | 10,191  |  |          |   |        |           |  |   |        |  |  |   |  |  |  |   |        | 
|U.S. Government and Agency Securities |  |                |       |  |                   |   | 28,670  |           |  |   |      |  |  |         | 28,670  |  |          |   |        |           |  |   | 47,141  |  |  |   |  |  |  |   | 47,141  | 
|                                      |  |                |        |  |                   |   |         |           |  |   |       |  |  |         |         |  |          |   |         |           |  |   |         |  |  |   |   |  |  |   |         | 
|Total assets measured at fair value   |  | $              | 36,036 |  |                   | $ | 209,224 |           |  | $ |      |  |  | $       | 245,260 |  |          | $ | 118,462 |           |  | $ | 156,684 |  |  | $ |  |  |  | $ | 275,146 | 
|                                      |  |                |        |  |                   |   |         |           |  |   |       |  |  |         |         |  |          |   |         |           |  |   |         |  |  |   |   |  |  |   |         | 



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PACIFIC BIOSCIENCES OF CALIFORNIA, INC.

(A development stage enterprise)

Notes to Condensed Consolidated Financial Statements(Continued)

(Unaudited)



Revenue Recognition

Government grants are agreements that generally provide cost reimbursement for certain types of expenditures in return for research and
development activities over a contractually defined period. Revenue from government grants is recognized in the period during which the related costs are incurred, provided that the conditions under which the government grants were provided have
been met.

Deferred revenue primarily represents amounts paid by customers in advance related to our limited production
release PacBio RS units which are expected to be upgraded to full commercial specifications in the future.

Net
Loss Per Share

The following table presents the computation of basic and diluted net loss per share (dollars in
thousands, except per share values):



|                                                                                    |  |                              |            |   |      |   |         |  
|----------------------------------------------------------------------------------- |  | ---------------------------- | ---------- | - | ---- | - | ------- | -
|                                                                                    |  | Three-Months Ended
March 31, |           
|                                                                                    |  | 2011                         |            |   | 2010 |  
|Net loss per share:                                                                 |  |                              |            |   |      |   |         |  
|Numerator                                                                           |  |                              |            |   |      |   |         |  
|Net loss                                                                            |  | $                            | (34,809    | ) |      | $ | (30,325 | )
|                                                                                    |  |                              |            |   |      |   |         |  
|Denominator                                                                         |  |                              |            |   |      |   |         |  
|Weighted average shares of common stock outstanding                                 |  |                              | 52,900,139 |   |      |   | 674,640 |  
|Less: Shares of common stock subject to repurchase                                  |  |                              | (144,023   | ) |      |   | (55,390 | )
|                                                                                    |  |                              |            |   |      |   |         |  
|Weighted average shares used in computation of basic and diluted net loss per share |  |                              | 52,756,116 |   |      |   | 619,250 |  
|                                                                                    |  |                              |            |   |      |   |         |  
|Basic and diluted net loss per share                                                |  | $                            | (0.66      | ) |      | $ | (48.97  | )
|                                                                                    |  |                              |            |   |      |   |         |  

The following convertible preferred stock, outstanding options, common stock subject to repurchase, and
warrants to purchase convertible preferred stock were excluded from the computation of diluted net loss per share for the periods presented because including them would have had an anti-dilutive effect:



|                                                          |  |                 |           |  |      |  |            | 
|--------------------------------------------------------- |  | --------------- | --------- |  | ---- |  | ---------- | 
|                                                          |  | As of March 31, |          
|                                                          |  | 2011            |           |  | 2010 | 
|Convertible Preferred Stock (on an as if converted basis) |  |                 |          |  |      |  | 30,050,636 | 
|Options outstanding                                       |  |                 | 9,856,003 |  |      |  | 8,546,893  | 
|Common Stock subject to repurchase                        |  |                 | 131,447   |  |      |  | 54,156     | 
|Warrants to purchase Common Stock                         |  |                 | 9,898     |  |      |  | 25,282     | 

Recent
Accounting Pronouncements

In October 2009, the FASB issued an accounting standards update that provides application
guidance on whether multiple deliverables exist, how the deliverables should be separated and how the consideration should be allocated to one or more units of accounting. This update establishes a selling price hierarchy for determining the selling
price of a deliverable. The selling price used for each deliverable will be based on vendor-specific objective evidence, if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither
vendor-specific nor third-party evidence is available. The adoption of this guidance in 2011 did not have a material impact on our financial statements.



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PACIFIC BIOSCIENCES OF CALIFORNIA, INC.

(A development stage enterprise)

Notes to Condensed Consolidated Financial Statements(Continued)

(Unaudited)



3. Investments

The following table summarizes the gross unrealized gains and losses and fair value for investments reported as cash equivalents and investments as of March 31, 2011 and December 31, 2010 (in
thousands):



|                                      |  |                         |         |  |                      |   |    |                       |  |   |           |   |  |   |         | 
|------------------------------------- |  | ----------------------- | ------- |  | -------------------- | - | -- | --------------------- |  | - | --------- | - |  | - | ------- | 
|                                      |  | As of March 31, 2011    |        
|                                      |  | AmortizedCost           |         |  | Grossunrealizedgains |   |    | Grossunrealizedlosses |  |   | FairValue |  
|Cash and Cash Equivalents:            |  |                         |         |  |                      |   |    |                       |  |   |           |   |  |   |         | 
|Commercial Paper                      |  | $                       | 45,289  |  |                      | $ | 2  |                       |  | $ |          |   |  | $ | 45,291  | 
|                                      |  |                         |         | 
|Investments:                          |  |                         |         |  |                      |   |    |                       |  |   |           |   |  |   |         | 
|Commercial Paper                      |  | $                       | 57,688  |  |                      | $ | 9  |                       |  | $ | (1        | ) |  | $ | 57,696  | 
|Corporate Debt Securities             |  |                         | 63,324  |  |                      |   | 27 |                       |  |   | (35       | ) |  |   | 63,316  | 
|Asset Backed Securities               |  |                         | 10,194  |  |                      |   | 2  |                       |  |   | (5        | ) |  |   | 10,191  | 
|Certificates of Deposits              |  |                         | 4,040   |  |                      |   | 20 |                       |  |   |          |   |  |   | 4,060   | 
|U.S. Government and Agency Securities |  |                         | 28,685  |  |                      |   | 6  |                       |  |   | (21       | ) |  |   | 28,670  | 
|                                      |  |                         |         |  |                      |   |    |                       |  |   |           |   |  |   |         | 
|                                      |  | $                       | 163,931 |  |                      | $ | 64 |                       |  | $ | (62       | ) |  | $ | 163,933 | 
|                                      |  |                         |         |  |                      |   |    |                       |  |   |           |   |  |   |         | 
|                                      |  | $                       | 209,220 |  |                      | $ | 66 |                       |  | $ | (62       | ) |  | $ | 209,224 | 
|                                      |  |                         |         |  |                      |   |    |                       |  |   |           |   |  |   |         | 
|                                      | 
|                                      |  | As of December 31, 2010 |        
|                                      |  | AmortizedCost           |         |  | Grossunrealizedgains |   |    | Grossunrealizedlosses |  |   | FairValue |  
|Cash and Cash Equivalents:            |  |                         |         |  |                      |   |    |                       |  |   |           |   |  |   |         | 
|Commercial Paper                      |  | $                       | 14,495  |  |                      | $ |   |                       |  | $ |          |   |  | $ | 14,495  | 
|Corporate Debt Securities             |  |                         | 6,167   |  |                      |   |   |                       |  |   | (2        | ) |  |   | 6,165   | 
|                                      |  |                         |         |  |                      |   |    |                       |  |   |           |   |  |   |         | 
|                                      |  | $                       | 20,662  |  |                      | $ |   |                       |  | $ | (2        | ) |  | $ | 20,660  | 
|                                      |  |                         |         |  |                      |   |    |                       |  |   |           |   |  |   |         | 
|Investments:                          |  |                         |         |  |                      |   |    |                       |  |   |           |   |  |   |         | 
|Commercial Paper                      |  | $                       | 45,077  |  |                      | $ | 1  |                       |  | $ |          |   |  | $ | 45,078  | 
|Corporate Debt Securities             |  |                         | 43,820  |  |                      |   | 11 |                       |  |   | (26       | ) |  |   | 43,805  | 
|U.S. Government and Agency Securities |  |                         | 47,146  |  |                      |   | 3  |                       |  |   | (8        | ) |  |   | 47,141  | 
|                                      |  |                         |         |  |                      |   |    |                       |  |   |           |   |  |   |         | 
|                                      |  | $                       | 136,043 |  |                      | $ | 15 |                       |  | $ | (34       | ) |  | $ | 136,024 | 
|                                      |  |                         |         |  |                      |   |    |                       |  |   |           |   |  |   |         | 
|                                      |  | $                       | 156,705 |  |                      | $ | 15 |                       |  | $ | (36       | ) |  | $ | 156,684 | 
|                                      |  |                         |         |  |                      |   |    |                       |  |   |           |   |  |   |         | 

4. Balance Sheet Components

In the fourth quarter of 2010, we began recording inventory to our consolidated balance sheet. As of March 31, 2011 and December 31, 2010 our inventory, net, consisted of the following (in
thousands).



|                    |  |               |        |  |                  |   |       | 
|------------------- |  | ------------- | ------ |  | ---------------- | - | ----- | 
|                    |  | March 31,2011 |        |  | December 31,2010 |  
|Purchased materials |  | $             | 5,871  |  |                  | $ | 4,051 | 
|Work in process     |  |               | 7,095  |  |                  |   | 2,813 | 
|Finished goods      |  |               | 573    |  |                  |   |      | 
|                    |  |               |        |  |                  |   |       | 
|Inventory, net      |  | $             | 13,539 |  |                  | $ | 6,864 | 
|                    |  |               |        |  |                  |   |       | 



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PACIFIC BIOSCIENCES OF CALIFORNIA, INC.

(A development stage enterprise)

Notes to Condensed Consolidated Financial Statements(Continued)

(Unaudited)



As of March 31, 2011 and December 31, 2010, our accrued expenses and other
current liabilities consisted of the following (in thousands):



|                                    |  |               |        |  |                  |   |       | 
|----------------------------------- |  | ------------- | ------ |  | ---------------- | - | ----- | 
|                                    |  | March 31,2011 |        |  | December 31,2010 |  
|Salaries and benefits               |  | $             | 5,991  |  |                  | $ | 5,494 | 
|Professional services               |  |               | 1,499  |  |                  |   | 659   | 
|Short-term portion of deferred rent |  |               |       |  |                  |   | 573   | 
|Other                               |  |               | 2,743  |  |                  |   | 1,268 | 
|                                    |  |               |        |  |                  |   |       | 
|                                    |  | $             | 10,233 |  |                  | $ | 7,994 | 
|                                    |  |               |        |  |                  |   |       | 

5. Contingencies

We may become subject to claims and assessments from time to time in the ordinary course of business. We accrue liabilities for such matters when it is probable that future expenditures will be made and
such expenditures can be reasonably estimated.

On August 27, 2010, we were named as a defendant in a complaint filed by
Helicos Biosciences Corporation, or Helicos, alleging infringement of patents owned and inlicensed by the plaintiffs. Helicos seeks a permanent injunction enjoining us from further infringement of the asserted patents, and unspecified monetary
damages. On October 22, 2010, Helicos filed an amended complaint naming additional defendants in the lawsuit. On November 8, 2010, we filed our answer to Helicos complaint denying Helicos allegations, asserting affirmative
defenses of noninfringement, invalidity and unenforceability of the claims of the patents in suit, and asserting counterclaims for declaratory judgment that our products do not infringe the claims of the patents in suit, and that those claims are
invalid and unenforceable. On January 27, 2011, we filed requests that the U.S. Patent and Trademark Office (USPTO) order re-examination of all of the claims of each of the asserted patents. As of April 13, 2011, the USPTO had
granted our requests and ordered re-examination of each of the asserted patents, and rejected all of the claims of the asserted patents as being unpatentable over prior publications.

Despite our defenses and counterclaims, we cannot guarantee any outcome of this lawsuit. An estimate of the possible loss or possible
range of loss associated with the resolution of this contingency cannot be provided with certainty or confidence, and therefore no estimate is provided and we have not recorded a liability.

6. Stock Option Plans

As of March 31, 2011, we had two active equity
compensation plans, the 2010 Equity Incentive Plan, or 2010 Plan, and the 2010 Outside Director Equity Incentive Plan, or 2010 Director Plan. Prior to the adoption of these plans, we granted options pursuant to the 2004 Equity Incentive Plan,
through August 2005, and the 2005 Stock Plan, through October 2010. Upon termination of the predecessor plans, the shares available for grant at the time of termination, and shares subsequently returned to the plans upon forfeiture or option
termination, were transferred to the successor plan in effect at the time of share return.



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PACIFIC BIOSCIENCES OF CALIFORNIA, INC.

(A development stage enterprise)

Notes to Condensed Consolidated Financial Statements(Continued)

(Unaudited)



The following table summarizes stock option activity for all stock options plans:



|                                             |  |                          |           |   |                                  |  |           |                |  |   |                              |  |  |   |       | 
|-------------------------------------------- |  | ------------------------ | --------- | - | -------------------------------- |  | --------- | -------------- |  | - | ---------------------------- |  |  | - | ----- | 
|                                             |  |                          |           |   | Common Stock Options Outstanding | 
|                                             |  | Sharesavailable forgrant |           |   | Numberof shares                  |  |           | Exercise price |  |   | Weightedaverageexerciseprice | 
|Balances, December 31, 2010                  |  |                          | 3,637,548 |   |                                  |  | 9,813,373 |                |  | $ | 0.20  16.00                 |  |  | $ | 6.78  | 
|                                             |  |                          |           |   |                                  |  |           |                |  |   |                              |  |  |   |       | 
|Additional shares reserved                   |  |                          |           |   |                                  |  |           |                |  |   |                              |  |  |   |       | 
|Options granted                              |  |                          | (240,525  | ) |                                  |  | 240,525   |                |  | $ | 14.24  15.98                |  |  | $ | 14.65 | 
|Options exercised                            |  |                          |          |   |                                  |  | (70,491   | )              |  | $ | 0.70  8.50                  |  |  | $ | 4.76  | 
|Options repurchased and added back into pool |  |                          | 851       |   |                                  |  |          |                |  | $ | 1.96                         |  |  | $ | 1.96  | 
|Options canceled                             |  |                          | 127,404   |   |                                  |  | (127,404  | )              |  | $ | 1.96  13.72                 |  |  | $ | 7.88  | 
|                                             |  |                          |           |   |                                  |  |           |                |  |   |                              |  |  |   |       | 
|Balances, March 31, 2011                     |  |                          | 3,525,278 |   |                                  |  | 9,856,003 |                |  | $ | 0.20  16.00                 |  |  | $ | 6.97  | 
|                                             |  |                          |           |   |                                  |  |           |                |  |   |                              |  |  |   |       | 

Stock-based Compensation

Stock-based compensation expense was allocated to research and development expense, sales, general and administrative expense as follows
(in thousands):



|                                       |  |                             |       |  |                                                                  |   |       |      |  |   |        | 
|-------------------------------------- |  | --------------------------- | ----- |  | ---------------------------------------------------------------- | - | ----- | ---- |  | - | ------ | 
|                                       |  | Three-Months EndedMarch 31, |       |  | CumulativePeriod FromJuly 14, 2000(Date ofInception) toMarch 31, |  
|                                       |  | 2011                        |       |  | 2010                                                             |   |       | 2011 | 
|Research and development               |  | $                           | 1,748 |  |                                                                  | $ | 1,424 |      |  | $ | 17,948 | 
|Sales, general and administrative      |  |                             | 1,356 |  |                                                                  |   | 675   |      |  |   | 8,494  | 
|                                       |  |                             |       |  |                                                                  |   |       |      |  |   |        | 
|Total stock-based compensation expense |  | $                           | 3,104 |  |                                                                  | $ | 2,099 |      |  | $ | 26,442 | 
|                                       |  |                             |       |  |                                                                  |   |       |      |  |   |        | 



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PACIFIC BIOSCIENCES OF CALIFORNIA, INC.

(A development stage enterprise)

Notes to Condensed Consolidated Financial Statements(Continued)

(Unaudited)



Employee Stock-based Compensation

We estimated the fair value of employee stock options using the Black-Scholes option pricing model. The fair value of employee stock
options is being amortized on a straight-line basis over the requisite service period of the awards.

The fair values of the
common stock underlying stock options granted through September 2010 were estimated by our board of directors, which intended all options granted to be exercisable at a price per share not less than the per share fair value of our common stock
underlying those options on the date of grant. The fair value of the shares of common stock underlying the stock options has historically been the responsibility of and determined by our board of directors. Because there was no public market for our
common stock, our board of directors determined fair value of the common stock at the time of grant of the option by considering a number of objective and subjective factors including independent third-party valuations of our common stock, sales of
convertible preferred stock to unrelated third parties, operating and financial performance, the lack of liquidity of capital stock and general and industry specific economic outlook, amongst other factors. The fair value of the underlying common
stock was determined by our board of directors until such time as our common stock was listed on an established stock exchange or national market system.

Our common stock became publicly listed upon our IPO at which time options granted are issued at a price equal to the closing price on the date of grant.

The fair value of employee stock options was estimated using the following assumptions:



|                        |  |                                    |  |          
|----------------------- |  | ---------------------------------- |  | ---------
|                        |  | Three-Month PeriodsEnded
March 31,
|                        |  | 2011                               |  | 2010     
|Expected term           |  | 6.1 years                          |  | 6.0 years
|Expected volatility     |  | 59%                                |  | 46%      
|Risk-free interest rate |  | 2.6%                               |  | 2.6 2.7%
|Dividend yield          |  |                                   |  |         

Expected term  Expected term represents the period that our stock-based awards are expected to be outstanding. Our
assumptions about the expected term have been on our historic cancellation and exercise experience and trends as well as our expectations for future periods.

Expected volatility  We do not have sufficient trading history to use the volatility of our own common stock for establishing expected volatility. Therefore, we based our expected volatility
on the historical stock volatilities of several publicly listed comparable companies over a period equal to the expected terms of the options.

Expected dividend yield  We have never paid dividends and do not expect to pay dividends in the foreseeable future.

Risk-free interest rate  The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of grant for zero coupon U.S. Treasury notes with maturities approximately
equal to the options expected term.

We estimate our forfeiture rate based on an analysis of our actual forfeitures and
will continue to evaluate the adequacy of the forfeiture rate based on actual forfeiture experience, analysis of employee turnover behavior and other factors. The impact from a forfeiture rate adjustment will be recognized in full in the period of
adjustment, and if the actual number of future forfeitures differs from that estimated, we may be required to record adjustments to stock-based compensation expense in future periods.



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|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations.
|------- | --------------------------------------------------------------------------------------

This Quarterly Report on Form 10-Q contains forward-looking statements that involve risks and uncertainties. Forward-looking statements
are based on our managements beliefs and assumptions and on information currently available to them. In some cases you can identify forward-looking statements by words such as may, will, should,
could, would, expect, plans, anticipates, believes, estimates, projects, predicts, potential and similar expressions
intended to identify forward-looking statements. Our actual results could differ materially from those anticipated in these forward-looking statements for many reasons, including the risks faced by us and described under the heading Risk
Factors in Part II, Item 1A of this Quarterly Report on Form 10-Q and our other filings with the SEC. You should not place undue reliance on these forward-looking statements, which apply only as of the date of this Quarterly Report on
Form 10-Q. You should read this Quarterly Report on Form 10-Q completely and with the understanding that our actual future results may be materially different from those we expect. We assume no obligation to update these forward-looking statements,
whether as a result of new information, future events or otherwise.

Overview

We develop, manufacture and market an integrated platform for genetic analysis. Combining recent advances in nanofabrication,
biochemistry, molecular biology, surface chemistry and optics, we created a technology platform called single molecule, real-time, or SMRT, technology. Our initial focus is to use our SMRT technology in the DNA sequencing market where we have
developed and are currently commercializing our first product, the PacBio RS, a third generation sequencing platform. The PacBio RS consists of an instrument platform that uses our proprietary consumables, including our SMRT Cells
and reagent kits.

During the first quarter of 2011, we continued commercial production of the PacBio RS and finalized
our designs for our SMRT cells and reagent kits. We invested an additional $6.7 million in commercial inventories comprised of PacBio instruments and consumable products including SMRT cells and reagents. In April 2011, we began shipments of
commercial PacBio RS System in North America.

We are a development stage company with limited operating history and
have not recognized revenue from sales or related services resulting from our planned principal operations. We operate in a single segment and our revenue to date has come from U.S. government grants. Operations to date have been primarily focused
on developing our technology, undertaking engineering activities to develop our products, conducting initial marketing of our products, and pre-production activities associated with our commercial launch in April 2011. We have financed our
operations primarily through the issuance of convertible preferred stock resulting in $364.2 million in net proceeds and the issuance of 14.4 million shares of common stock at $16.00 per share through our initial public offering resulting in
$210.8 million in net proceeds.

Since our inception, we have incurred significant net losses and we expect to continue to
experience significant losses as we invest in pre-production and manufacturing activities, research and development, and sales and administrative infrastructure. As of March 31, 2011, we had a deficit accumulated during the development stage of
$367.0 million and have incurred net losses of $354.2 million since inception.

Basis of Presentation

Revenue

To date, our revenue has consisted of amounts earned from government grants. The terms of these grants generally provide for reimbursement of certain research and development expenditures incurred by us
over a contractually defined period. We expect to generate additional revenue in the future from government grants and that our future revenue will be generated primarily from sales of our PacBio RS instrument and consumables and system
service agreements.

As of March 31, 2011, our backlog was approximately $28.0 million, comprised of 44 systems,
including PacBio RS limited production release instruments shipped in 2010. We define backlog as purchase orders or signed contracts from our customers which we believe are firm and for which we have not yet recognized revenue. We expect to
deliver all orders in our backlog by December 31, 2011.

Deliveries and subsequent customer acceptances of limited
production release units of our PacBio RS during 2010 did not result in revenue recognition as the contracts pursuant to which the units were delivered require an upgrade to full commercial release specifications. The amounts we have
collected from customers are deferred until such time as the upgraded unit has been accepted at which time revenue will be recognized.



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##### Table of Contents

We anticipate that our future revenue will be generated primarily from sales of our PacBio
RS instrument and consumables including SMRT Cells and reagent kits, and system service agreements. Provided the criteria for revenue recognition have been met, we generally expect to recognize instrument and consumables revenue upon delivery
and customer acceptance. Service revenue is expected to consist of revenue derived from warranty and service agreements, which will be recognized in the period during which the related services are rendered. The timing of revenue recognition and the
amount of revenue actually recognized in each case will be dependent upon a number of considerations and will require significant judgments and estimates based on the terms of each arrangement and the deliverables and obligations set forth therein.

Operating Expenses

Research and Development Expense. Research and development expense consists primarily of expenses for personnel engaged in the development of our SMRT technology, the design and development of our
products, including the PacBio RS , SMRT Cells and reagent kits and the scientific research necessary to produce commercially viable applications of our technology. These expenses also include prototype-related expenditures, development
equipment and supplies, facilities costs and other related overhead. We generally expense research and development costs as they are incurred unless we make non-refundable upfront payments for delivery of future goods or services, in which case we
capitalize the payments and recognize the expense in the statement of operations when the goods or services are delivered.

Since inception, we have incurred approximately $290.3 million of research and development expense. During the three-month period ended
March 31, 2011, research and development expense of $24.1 million was primarily comprised of payroll-related expense, and supplies and development materials. As we are transitioning to commercial operations in 2011, we expect supplies and
development material expense will decline as compared to 2010 and we expect a shift in payroll-related expense associated with manufacturing activities to be presented as cost of sales.

In the first quarter of 2011, we continued commercial production of the PacBio RS, investing $6.7 million in commercial
inventories comprised of PacBio instruments and consumable products including SMRT cells and reagents.

Sales, General and
Administrative Expense.Sales, general and administrative expense consists primarily of personnel-related expense related to our executive, legal, finance, sales, marketing, human resource, information technology and operations functions,
as well as fees for professional services and facility costs. Professional services consist principally of external legal, accounting and other consulting services. We expect sales, general and administrative expense to increase as we incur
additional costs related to commercializing our products and operating as a publicly traded company, including increased legal fees, accounting fees and costs of compliance with securities laws and other regulations. In addition, we expect to incur
additional costs as we hire personnel and enhance our infrastructure to support the anticipated growth of our business.

Other Income and Expense

Interest Income (Expense), Net. Interest income (expense), net consists primarily of interest income earned and accretion of discounts and amortization of premiums on investment balances. Our
interest income will vary each reporting period depending on our average investment balances during the period and market interest rates. Interest income (expense), net also includes interest expense relating to our facility financing obligations
resulting from lease agreements entered into in 2010. We expect interest expense to fluctuate in the future with changes in the obligations.

Other Income (Expense), Net. Other income (expense), net during 2011 consists primarily of foreign currency transaction adjustments resulting from the remeasurement of foreign subsidiaries
results of operations and assets and liability into U.S. dollars. Other income (expense), net during 2010 consisted primarily of the change in the fair value of our convertible preferred stock warrants. We continued to adjust the liability for
changes in fair value until our IPO, at which time all unexercised warrants were automatically converted into warrants to purchase common stock and the warrant liability was reclassified to additional paid-in capital.



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##### Table of Contents

Results of Operations

Comparison of the Three-month Periods Ended March 31, 2011 and 2010



|                                  |  |                                   |         |   |           |   |         |             |  |   |            |   |  |  |     |  
|--------------------------------- |  | --------------------------------- | ------- | - | --------- | - | ------- | ----------- |  | - | ---------- | - |  |  | --- | -
|                                  |  | Three-Month Periods Ended         |         |   |           |   |         |             | 
|                                  |  | March 31,                         |         |   | Increase/ |   |         | % Increase/ | 
|                                  |  | 2011                              |         |   | 2010      |   |         | (Decrease)  |  |   | (Decrease) |  
|                                  |  | (in thousands, exceptpercentages) |         |   |           |   |         |             | 
|                                  |  | (unaudited)                       |         |   |           |   |         |             | 
|Revenue                           |  | $                                 | 270     |   |           | $ | 545     |             |  | $ | (275       | ) |  |  | -50 | %
|Research and development          |  |                                   | 24,118  |   |           |   | 25,324  |             |  |   | (1,206     | ) |  |  | -5  | %
|Sales, general and administrative |  |                                   | 11,119  |   |           |   | 5,495   |             |  |   | 5,624      |   |  |  | 102 | %
|                                  |  |                                   |         |   |           |   |         |             |  |   |            |   |  |  |     |  
|Loss from operations              |  |                                   | (34,967 | ) |           |   | (30,274 | )           |  |   | 4,693      |   |  |  | 16  | %
|Interest income (expense), net    |  |                                   | 171     |   |           |   | (41     | )           |  |   | 212        |   |  |  | 517 | %
|Other expense, net                |  |                                   | (13     | ) |           |   | (10     | )           |  |   | 3          |   |  |  | 30  | %
|                                  |  |                                   |         |   |           |   |         |             |  |   |            |   |  |  |     |  
|Net loss                          |  | $                                 | (34,809 | ) |           | $ | (30,325 | )           |  | $ | 4,484      |   |  |  | 15  | %
|                                  |  |                                   |         |   |           |   |         |             |  |   |            |   |  |  |     |  

Revenue

Revenue is comprised solely of government grant revenue. Revenue earned is dependent on the grant received, the amount of the grant and subsequent work performed pursuant to the grant. For the first
quarter of 2011, revenue decreased $0.3 million compared to the first quarter of 2010. The decrease was driven primarily by a decrease in the amount of work performed pursuant to the grants.

Research and Development Expense

For the first quarter of 2011, research and development expenses decreased $1.2 million, or 5%, compared to the first quarter of 2010. The decrease was driven primarily by a $3.6 million decrease in
supplies and development materials, partially offset by an increase of $1.6 million in compensation expense relating to increased pre-production manufacturing headcount and a $1.0 million increase in expense relating to the expansion of
manufacturing facilities. Research and development expense included stock-based compensation expense of $1.7 million and $1.4 million during the three-month periods ended March 31, 2011 and 2010, respectively.

Sales, General and Administrative Expense

For the first quarter of 2011, selling, general and administrative expenses increased $5.6 million, or 102%, compared to
the first quarter of 2010. The increase was driven primarily by a $3.0 million increase in personnel related expense, including stock-based compensation, resulting from increased headcount, a $0.9 million increase in professional services
primarily related to public company compliance and legal matters, a $0.8 million increase in travel-related expenses for customer support activities, and a $0.4 million increase in promotional spending related to our commercial launch.
Sales, general and administrative expense included stock-based compensation expense of $1.4 million and $0.7 million during the three-month periods ended March 31, 2011 and 2010, respectively.

Interest Income (Expense), Net

For the first quarter of 2011, interest income increased $0.2 million compared to the first quarter of 2010. The increase was primarily a result of higher average investment balances in 2011 as a result
of our IPO as compared to 2010.

Other Income (Expense), Net

The change in other expense, net primarily reflects foreign currency transaction adjustments resulting from the remeasurement of foreign
subsidiaries results of operations and assets and liabilities into U.S. dollars.

Critical Accounting Policies and
Estimates

We believe that the following critical accounting policies involve our more significant judgments, assumptions
and estimates and, therefore, could potentially have a significant impact on our consolidated financial statements: revenue recognition, valuation of stock-based awards, leases, and income taxes.



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There have been no material changes in the matters for which we make critical accounting
estimates in the preparation of our condensed consolidated financial statements during the three-month period ended March 31, 2011 as compared to those disclosed in our Annual Report on Form 10-K.

Liquidity and Capital Resources

Since our inception, and as of March 31, 2011, we have financed our operations primarily through the issuance of convertible preferred stock resulting in $364.2 million in net proceeds and the
issuance of 14.4 million shares of common stock at $16.00 per share through our initial public offering resulting in $210.8 million in net proceeds. As of March 31, 2011, we had cash, cash equivalents and investments of $248.5 million, a
decrease of $35.1 million over December 31, 2010, reflecting approximately $33.5 million of cash used during the period to fund operations.

During the three-month periods ended March 31, 2011 and 2010, we used $1.5 million and $1.2 million in cash, respectively, to fund capital expenditures. We currently anticipate making significant
capital expenditures in the future primarily for purchases of equipment to be used in research and manufacturing as wells as information systems and facilities infrastructure. Beyond our investment in research and manufacturing equipment, we expect
to invest capital in additional production arrangements, the timing and amount of which will depend on our business and financial outlook and the specifics of the opportunity.

We believe that existing cash, cash equivalents and investments will be sufficient to fund our projected operating requirements for at least 12 months. Unless we can generate a sufficient amount of
product revenue, we may need to finance future cash needs through public or private equity offerings, debt financings or corporate collaboration and licensing arrangements.

The following table summarizes our cash flows activities for the periods indicated.



|                                                    |  |                                    |         |   |      |   |         |  
|--------------------------------------------------- |  | ---------------------------------- | ------- | - | ---- | - | ------- | -
|                                                    |  | Three-Month Periods EndedMarch 31, |        
|                                                    |  | 2011                               |         |   | 2010 |  
|                                                    |  | (in thousands)                     |        
|Net cash used in operating activities               |  | $                                  | (33,458 | ) |      | $ | (26,839 | )
|Net cash provided by (used in) investing activities |  |                                    | (29,910 | ) |      | $ | 2,307   |  
|Net cash provided by financing activities           |  |                                    | 333     |   |      | $ | 116     |  

Net Cash Used in
Operating Activities

Our primary uses of cash from operating activities are for personnel-related expenditures and
equipment and supplies related to research and development activities and recently for the purchase of inventory. The net cash used for the three-month periods ended March 31, 2011 and 2010 primarily reflects the net loss for those periods,
offset by non-cash operating expenses including depreciation, stock-based compensation, and changes in operating assets and liabilities.

Net cash used in operating activities was $33.5 million for the three-month period ended March 31, 2011 as compared to $26.8 million for the three-month period ended March 31, 2010, driven
primarily by net losses of $34.8 million and $30.3 million, respectively, offset by depreciation and stock-based compensation of $4.6 million and $3.2 million, respectively. In addition, cash used in operating activities increased for the
three-month period ended March 31, 2011 as compared to the same period last year as a result of increased inventory levels in anticipation of commercial launch.

Net Cash Provided by (Used in) Investing Activities

Our investing
activities consist primarily of net investment purchases, maturities and sales and capital expenditures. Net cash used in investing activities was $29.9 million for the three-month period ended March 31, 2011, driven by net purchases of
investments of $28.4 million, as compared to net cash provided by investing activities of $2.3 million for the three-month period ended March 31, 2010 driven by investment maturities of $3.5 million offset by capital expenditures of $1.2
million.

Net Cash Provided by Financing Activities

For the three-month periods ended March 31, 2011 and 2010, net cash provided by financing activities was $0.3 million and $0.1
million, respectively, as a result stock option exercises.



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Contractual Obligations, Commitments and Contingencies

In December 2009 we entered into a build-to-suit lease agreement for a manufacturing and office facility where we are considered the owner
of the project under GAAP. When we are considered the owner of a project, we record the shell of the facility at its fair value at the date construction commences with a corresponding facility financing obligation. During 2010, upon completion of
the renovations, we recorded $3.0 million of building and leasehold improvement assets and a corresponding liability to facility financing obligation on the balance sheet. Minimum payments of $0.6 million are due within the next 12 months.

As of March 31, 2011, we had operating lease obligations of $16.8 million of which the longest remaining lease expires
in 2015.

Off-Balance Sheet Arrangements

As of March 31, 2011 we did not have any off-balance sheet arrangements.

In the ordinary course of business, we enter into standard indemnification arrangements. Pursuant to these arrangements, we indemnify,
hold harmless and agree to reimburse the indemnified parties for losses suffered or incurred by the indemnified party, in connection with a trade secret, copyright, patent or other intellectual property infringement claim by a third party with
respect to its technology. The term of these indemnification agreements is generally perpetual any time after the execution of the agreement. The maximum potential amount of future payments we could be required to make under these agreements is not
determinable because it involves claims that may be made against us in future periods, but have not yet been made. To date, we have not incurred costs to defend lawsuits or settle claims related to these indemnification agreements.

Recent Accounting Pronouncements

In October 2009, the FASB issued an accounting standards update that provides application guidance on whether multiple deliverables exist, how the deliverables should be separated and how the
consideration should be allocated to one or more units of accounting. This update establishes a selling price hierarchy for determining the selling price of a deliverable. The selling price used for each deliverable will be based on vendor-specific
objective evidence, if available, third-party evidence if vendor-specific objective evidence is not available, or estimated selling price if neither vendor-specific nor third-party evidence is available. The adoption of this guidance in 2011 did not
have a material impact on our financial statements.



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|Item 3. | Quantitative and Qualitative Disclosures About Market Risk
|------- | ----------------------------------------------------------

Our exposure to market risk is confined to our cash, cash equivalents and our investments, all of which have maturities of less than one year. The goals of our investment policy are preservation of
capital, fulfillment of liquidity needs and fiduciary control of cash and investments. We also seek to maximize income from our investments without assuming significant risk. To achieve our goals, we maintain a portfolio of cash equivalents and
investments in a variety of securities of high credit quality. The securities in our investment portfolio are not leveraged, are classified as available for sale and are, due to their very short-term nature, subject to minimal interest rate risk. We
currently do not hedge interest rate exposure. Because of the short-term maturities of our investments, we do not believe that an increase in market rates would have any material negative impact on the value of our investment portfolio.



|Item 4. | Controls and Procedures.
|------- | ------------------------

(a) Disclosure controls and procedures.

Our management, with the participation of our chief executive officer and our chief financial officer, evaluated the effectiveness of our disclosure controls and procedures (as defined in
Rules 13a-15(e) and 15d-15(e) of the Exchange Act) as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on this evaluation, our chief executive officer and our chief financial officer concluded that our disclosure
controls and procedures are designed at a reasonable assurance level and are effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in the SECs rules and forms and that such information is accumulated and communicated to our management, including our chief executive officer and our chief financial
officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure
controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure
controls and procedures must reflect the fact that there are resource constraints and that management is required to apply its judgment in evaluating the benefits of possible controls and procedures relative to their costs.

(b) Changes in internal control over financial reporting.

There were no changes in our internal control over financial reporting that occurred during the quarter ended March 31, 2011 that
have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.



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##### Table of Contents

PART II  OTHER INFORMATION



|Item 1. | Legal Proceedings.
|------- | ------------------

We
have been involved in a patent interference with Life Technologies Corporation, or Life, related to U.S. Patent No. 7,329,492, the 492 patent, that was acquired by Life from its acquisition of Visigen Biotechnologies, Inc., and U.S.
Patent Application Serial No. 11/459,182, owned by us relating to a particular method for single molecule sequencing. An interference is a phased process whereby the U.S. Patent and Trademark Office, or USPTO, determines which of two patents,
or a patent and a patent application, that claim the same or overlapping subject matter, is entitled to the earliest priority date of invention, and thus which patent or patent application is entitled to be issued covering that same or overlapping
subject matter.

In January 2011, the Board of Patent Appeals and Interferences (the Board) of the USPTO rendered
a decision in the matter. The decision cancels all patent claims by Life involved in the interference. In the ruling, the Board entered judgment against the 492 patent, holding that all of the Life claims that were involved in the interference
are unpatentable to them. In reaching its decision to cancel the Life claims, the Board agreed with our assertion that the Life patent specification does not adequately disclose the claimed invention. While the Board determined that neither party
was entitled to the broadest claims presented, the Board denied Lifes request that a subset of our claims be found unpatentable. On March 31, 2011, Life filed a complaint in the United States District Court for the Northern District of
California, seeking the District Courts review under 35 U.S.C. § 146, of the decision and judgment of the Board in Interference No. 105,677. In particular, Life is asking the District Court to reverse the Boards ruling that
certain of our claims involved in the interference are patentable to us, and to reverse the Boards ruling that all of Lifes claims involved in the interference are unpatentable to Life.

On August 27, 2010, we were named as a defendant in a complaint filed by Helicos Biosciences Corporation (Helicos) in
the United States District Court for the District of Delaware (Case No. 1:10-CV-00735 SLR). In the complaint, Helicos alleges that we are infringing, inducing others to infringe, and contributing to the infringement by others of two patents
in-licensed by Helicos and two patents owned by Helicos, by making, using, and selling our SMRT technology for single molecule sequencing of DNA and teaching customers how to use the SMRT technology and PacBio RS sequencing platform. The four
patents asserted by Helicos are U.S. Patent Nos. 7,645,596 and 7,037,687 (each titled Method of Determining the Nucleotide Sequence of Oligonucleotides and DNA Molecules), 7,169,560 (titled Short Cycle Methods for Sequencing
Polynucleotides), and 7,767,400 (titled Paired-end Reads in Sequencing by Synthesis). Helicos seeks a permanent injunction enjoining us from further infringement of the asserted patents, and unspecified monetary damages, including
enhanced damages under 35 U.S.C. §284, costs, attorneys fees and other relief as the court deems just and proper. On October 22, 2010, Helicos filed an amended complaint naming additional defendants in the lawsuit. On
November 8, 2010, we filed our answer to Helicos complaint denying Helicos allegations that our products infringe any valid claims of the patents in suit, asserting affirmative defenses of noninfringement, invalidity and
unenforceability of the claims of the patents in suit, and asserting counterclaims for declaratory judgment that our products do not infringe the claims of the patents in suit, and that those claims are invalid and unenforceable. On January 27,
2011, we filed requests that the USPTO order re-examination of all of the claims of each of the asserted patents. As of April 13, 2011, the USPTO had granted our requests and ordered re-examination of each of the asserted patents, and rejected
all of the claims of the asserted patents as being unpatentable over prior art. Despite our defenses and counterclaims, we cannot guarantee any outcome of this lawsuit.

An estimate of the possible loss or possible range of loss associated with the resolution of these contingencies cannot be provided with certainty or confidence, and therefore no estimate is provided and
we have not recorded a liability.

We are not currently a party to any other material legal proceedings.



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##### Table of Contents

|Item 1A. | Risk Factors
|-------- | ------------

You
should consider carefully the risks and uncertainties described below, together with all of the other information in this Quarterly Report on Form 10-Q and in our Annual Report on Form 10-K that was filed with the Securities and Exchange Commission
on March 23, 2011, which could materially affect our business, financial condition, results of operations and prospects. The risks described below are not the only risks facing us. Risks and uncertainties not currently known to us or that we
currently deem to be immaterial also may materially affect our business, financial condition, results of operations and prospects

Risks Related to Our Business

We are a development stage company with limited
operating history.

We may never achieve commercial success and have not yet commercially launched our first product.
We have no historical financial data upon which to base our projected revenue. We have limited historical financial data upon which to base our planned operating expense or upon which to evaluate us and our prospects. Based on our limited experience
in developing and marketing new products, we may not be able to effectively:



| |  |  | drive adoption of our products;
| | - |  | -------------------------------



| |  |  | attract and retain customers for our products;
| | - |  | ----------------------------------------------



| |  |  | comply with evolving regulatory requirements applicable to our products;
| | - |  | ------------------------------------------------------------------------



| |  |  | anticipate and adapt to changes in our market;
| | - |  | ----------------------------------------------



| |  |  | focus our research and development efforts in areas that generate returns on these efforts;
| | - |  | -------------------------------------------------------------------------------------------



| |  |  | maintain and develop strategic relationships with vendors and manufacturers to acquire necessary materials for the production of our products;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | implement an effective marketing strategy to promote awareness of our products;
| | - |  | -------------------------------------------------------------------------------



| |  |  | scale our manufacturing activities to meet potential demand at a reasonable cost;
| | - |  | ---------------------------------------------------------------------------------



| |  |  | avoid infringement and misappropriation of third-party intellectual property;
| | - |  | -----------------------------------------------------------------------------



| |  |  | obtain licenses on commercially reasonable terms to third-party intellectual property;
| | - |  | --------------------------------------------------------------------------------------



| |  |  | obtain valid and enforceable patents that give us a competitive advantage;
| | - |  | --------------------------------------------------------------------------



| |  |  | protect our proprietary technology;
| | - |  | -----------------------------------



| |  |  | provide appropriate levels of customer training and support for our products;
| | - |  | -----------------------------------------------------------------------------



| |  |  | protect our products from any equipment or software-related system failures; and
| | - |  | --------------------------------------------------------------------------------



| |  |  | attract, retain and motivate qualified personnel.
| | - |  | -------------------------------------------------

In addition, a high percentage of our expenses is and will continue to be fixed. Accordingly, if we do not generate revenue as and when anticipated, our losses may be greater than expected and our
operating results will suffer.

We have incurred losses to date, and we expect to continue to incur significant losses as we develop our
business and may never achieve profitability.

We have incurred net losses since inception and have not generated
revenue from product sales to date. We expect to incur increasing costs as we grow our business. We cannot be certain if or when we will produce sufficient revenue from our operations to support our costs. Even if profitability is achieved, we may
not be able to sustain profitability. We expect to incur substantial losses and negative cash flow for the foreseeable future.



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If our products fail to achieve and sustain sufficient market acceptance, we will not generate
expected revenue and our business may not succeed.

Although we are now commercializing the PacBio RS, we have
not recognized revenue from our products, and we cannot be sure that they will gain acceptance in the marketplace. Our success depends, in part, on our ability to develop products that displace or supplement current technology, as well as to expand
the market for genetic analysis to include new applications that are not practical with current technologies. To accomplish this, we must develop and successfully commercialize our SMRT technology for use in a variety of life science applications.
There can be no assurance that we will be successful in securing customers for our products, in particular, our first product which is focused on DNA sequencing. Furthermore, we cannot guarantee that the design of our products, including the initial
specifications and any enhancements or improvements to those specifications, will be satisfactory to potential customers in the markets we seek to reach. These markets are dynamic, and there can be no assurance that they will develop as quickly as
we expect or that they will reach their full potential. As a result, we may be required to refocus our marketing efforts, and we may have to make changes to the specifications of our products to enhance our ability to enter particular markets more
quickly. Even if we are able to implement our technology successfully, we may fail to achieve or sustain market acceptance of our products by academic and government research laboratories and pharmaceutical, biotechnology and agriculture companies,
among others, across the full range of our intended life science applications. If the market for our products fails to develop or grows more slowly than anticipated, if competitors develop better or more cost-effective products or if we are unable
to develop a significant customer base, our future sales and revenue would be materially harmed and our business may not succeed.

The
products we expect to introduce are highly complex, with unknown support requirements.

In light of the highly complex
technology involved in our products there can be no assurance that we will be able to successfully provide adequate support for our products. If our products have reliability or other quality issues or require unexpected levels of support, our
reputation and business could be harmed. We cannot estimate with any certainty the cost of service and support. We intend to ship our Pac Bio RS instruments with one year of service included in the purchase price with an option to
purchase an additional year of service. If service and support costs are more than we anticipate, our business and operations may be adversely affected.

We may not be able to produce instruments with the specifications required by our customers.

We have established performance standards for our commercial products that we may not consistently achieve using our current design and manufacturing processes. If the actual performance of the commercial
instrument deviates substantially from our target specifications or is below the performance mandated by our customers, customer demand may be negatively affected. Customers may refuse to accept our products in a timely manner or at all, which would
adversely affect our revenue. Any inability to meet performance standards may materially impact the commercial viability of our products and harm our business.

We may be unable to manufacture our consumable kits, including SMRT Cells, to the specifications required by our customers or in quantities necessary to meet demand at an acceptable cost.

In order to successfully commercialize and derive revenue from our products, we will need to supply our customers
with consumable kits to be used with our instruments. We have limited experience manufacturing these consumable kits. For example, the manufacture of our SMRT Cells involves complex manufacturing processes. Since we are in an early phase of
producing SMRT Cells, our current manufacturing yields are low and therefore the cost of manufacturing these products is high. There is no assurance that we will be able to manufacture our consumable kits or SMRT Cells so that they consistently
achieve the product specifications and quality that our customers expect. There is also no assurance that we will be able to increase manufacturing yields and decrease costs. Furthermore, we may not be able to increase manufacturing capacity for our
consumable kits or SMRT Cells to meet anticipated demand. An inability to manufacture consumable kits and SMRT Cells that consistently meet specifications, in necessary quantities and at commercially acceptable costs will have a negative material
impact on our business.

We may never earn revenue from our orders in backlog.

Our backlog represents product orders from our customers that we have confirmed and for which we have not yet recognized revenue. We may
never receive revenue from these orders, and the order backlog we report may not be indicative of our future revenue.

Many
events can cause an order not to be completed or delayed, some of which may be out of our control. If we delay fulfilling customer orders, those customers may seek to cancel their orders with us. In addition, customers may otherwise seek to cancel
or delay their orders even if we are prepared to fulfill them. If our orders in backlog do not result in sales, our operating results will suffer and we may have write-offs associated with excess or obsolete inventory.



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Rapidly changing technology in life sciences could make the products we are developing obsolete unless
we continue to develop and manufacture new and improved products and pursue new market opportunities.

Our industry is
characterized by rapid and significant technological changes, frequent new product introductions and enhancements and evolving industry standards. Our future success will depend on our ability to continually improve our products, to develop and
introduce new products that address the evolving needs of our customers on a timely and cost-effective basis and to pursue new market opportunities. These new market opportunities may be outside the scope of our proven expertise or in areas which
have unproven market demand, and new products and services developed by us may not gain market acceptance. Our inability to gain market acceptance of new products could harm our future operating results. Our future success also depends on our
ability to manufacture new and improved products to meet customer demand in a timely and cost-effective manner, including our ability to resolve manufacturing issues that may arise as we commence production of these complex products. Unanticipated
difficulties or delays in replacing existing products with new products or in manufacturing improved or new products in sufficient quantities to meet customer demand could diminish future demand for our products and harm our future operating
results.

We may be unable to develop our future commercial applications.

Our future business depends on our ability to execute on our plans to develop, manufacture and market additional commercial applications
of our SMRT technology, including SMRT Kinetic Detection, SMRT Transcription, SMRT RNA Sequencing, SMRT Translation and SMRT Ligand Binding. These future commercial applications will require significant investments of cash and resources and we may
experience unexpected delays or difficulties that could postpone our ability to commercially launch these future applications, which could have a material adverse effect on our business, prospects, operating results and financial condition.

A significant portion of our potential sales depends on customers capital spending budgets that may be subject to significant and
unexpected variation.

A substantial portion of our potential product sales represent significant capital purchases by
customers. Our potential customers include academic and government institutions, genome centers, medical research institutions, pharmaceutical, agricultural, biotechnology and chemical companies, and their capital spending budgets can have a
significant effect on the demand for our products. These budgets are based on a wide variety of factors, including the allocation of available resources to make purchases, funding from government sources, the spending priorities among various types
of research equipment and policies regarding capital expenditures during recessionary periods. Any decrease in capital spending or change in spending priorities of our potential customers could significantly reduce the demand for our products.
Moreover, we have no control over the timing and amount of purchases by these potential customers, and as a result, revenue from these sources may vary significantly due to factors that can be difficult to forecast. We may also have to write off
excess or obsolete inventory if sales of our products are not consistent with our expectations or the market requirements for our products change due to technical innovations in the marketplace. Any delay or reduction in purchases by potential
customers or our inability to forecast fluctuations in demand could harm our future operating results.

We have limited experience in
sales and marketing of our products and, as a result, may be unable to successfully commercialize our products.

We
have limited experience in sales and marketing of our products. Our ability to achieve profitability depends on our ability to attract customers for our products. Although sales and marketing personnel have considerable industry experience and have
engaged in marketing activities for our products, we may be unable to effectively market our products. To perform sales, marketing, distribution and customer support successfully, we will face a number of risks, including:



| |  |  | our ability to attract, retain and manage the sales, marketing and service personnel necessary to commercialize and gain market acceptance for our
technology;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | the time and cost of establishing a specialized sales, marketing and service force for a particular application, which may be difficult to justify in
light of the revenue generated; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our sales, marketing and service force may be unable to initiate and execute successful commercialization activities.
| | - |  | ---------------------------------------------------------------------------------------------------------------------

We may seek to enlist third parties to assist with sales, distribution and customer support globally or in certain regions of the world.
There is no guarantee, if we do seek to enter into such arrangements, that we will be successful in attracting desirable sales and distribution partners or that we will be able to enter into such arrangements on favorable terms. If our sales and
marketing efforts, or those of any third-party sales and distribution partners, are not successful, our technologies and products may not gain market acceptance, which could materially impact our business operations.



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We have limited experience in manufacturing our products. If we are unable to manufacture sufficient
quantities of our products with sufficient quality by ourselves or with partners in a timely manner, our ability to sell our products may be harmed.

In order to commercialize our products in volume, we need to either build sufficient internal manufacturing capacity or contract with manufacturing partners, or both. Our technology and the manufacturing
process for our products is highly complex, involving a large number of unique parts, and we may encounter difficulties in manufacturing our products. There is no assurance that we will be able to meet the volume and quality requirements necessary
to be successful in the market. Manufacturing and product quality issues may arise as we increase the scale of our production. If our products do not consistently meet our customers performance expectations, our reputation may be harmed, and
we may be unable to generate sufficient revenue to become profitable. Any delay or inability in establishing or expanding our manufacturing capacity could diminish our ability to develop or sell our products, which could result in lost revenue and
seriously harm our business, financial condition and results of operations.

We rely on other companies for the manufacture of certain
components and sub-assemblies and intend to outsource additional sub-assemblies in the future. We may not be able to successfully scale the manufacturing process necessary to build and test multiple products on a full commercial basis, in which
event our business would be materially harmed.

Our products are complex and involve a large number of unique
components, many of which require precision manufacturing. The nature of the products requires customized components that are currently available from a limited number of sources, and in some cases, single sources. We have chosen to source certain
critical components from a single source, including suppliers for our semiconductor chips, optics, lasers and cameras. If we were required to purchase these components from an alternative source, it could take several months or longer
to qualify the alternative sources. If we are unable to secure a sufficient supply of these product components, we will be unable to manufacture and sell our products in a timely fashion or in sufficient quantities or under acceptable terms.
Additionally, for those components that are currently purchased from a sole or single source supplier, we have not yet arranged for alternative suppliers.

The operations of our third-party manufacturing partners and suppliers could be disrupted by conditions unrelated to our business or operations, including the bankruptcy of the manufacturer or supplier.
If our manufacturing partners or suppliers are unable or fail to fulfill their obligations to us, we might not be able to manufacture our products and satisfy customer demand in a timely manner, and our business could be harmed as a result. Our
current manufacturing process is characterized by long lead times between the ordering and delivery of our products. In order to sustain our commercial launch, which will involve multiple shipments of our products, we will need to take steps to
scale the manufacturing process, including lowering the manufacturing costs of our products as well as improvements to our manufacturing yields and cycle times, manufacturing documentation, and quality assurance and quality control procedures. If we
are unable to reduce our manufacturing costs and establish and maintain reliable high volume manufacturing as we scale our operations, our business could be materially harmed.

Delivery of our products could be delayed or disrupted by factors beyond our control, and we could lose customers as a result.

We rely on third-party carriers for the timely delivery of our products. As a result, we are subject to carrier disruptions and increased
costs that are beyond our control, including employee strikes, inclement weather and increased fuel costs. Any failure to deliver products to our customers in a timely and accurate manner may damage our reputation and brand and could cause us to
lose customers. If our relationship with any of these third-party carriers is terminated or impaired or if any of these third parties is unable to deliver our products, the delivery and acceptance of our products by our customers may be delayed
which could harm our business and financial results. Furthermore, if the third-party carriers damage or destroy our instrument, it could take significant time to repair or replace the instrument. In addition, some of our consumable products need to
be kept at a constant temperature. If our third-party carriers are not able to maintain those temperatures during shipment, our products may be rendered unusable by our customers. The failure to deliver our products in a timely manner may harm our
relationship with our customers, increase our costs and otherwise disrupt our operations.

We may encounter difficulties in managing our
growth, and these difficulties could impair our profitability.

We expect to experience rapid and substantial growth,
which will place a strain on our human and capital resources. If we are unable to manage this growth effectively, our business and operating results could suffer. Our ability to manage our operations and costs, including research and development,
costs of components, manufacturing, sales and marketing, requires us to continue to enhance our operational, financial and management controls, reporting systems and procedures and to attract and retain sufficient numbers of talented employees,
including an expansion of our executive management team. If we are unable to scale up and implement improvements to our manufacturing process, develop reliable third-party manufacturers of sub-assemblies and control systems in an efficient or timely
manner, or if we encounter deficiencies in existing systems and controls, we will not be able to make available the products required to commercialize our technology successfully. Failure to attract and retain sufficient numbers of talented
employees will further strain our human resources and could impede our growth.



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Hugh Martin, our Chief Executive Officer, has been diagnosed with a form of cancer, and the impact of
this condition on his ability to lead the company in the future may be uncertain.

Mr. Martin has informed us
that he has been diagnosed with multiple myeloma, a form of cancer. Although his condition has not had any impact on Mr. Martins performance in his role as Chief Executive Officer or on the overall management of the company, we can
provide no assurance that his condition will not affect his ability to perform the role of Chief Executive Officer in the future. If Mr. Martin becomes unable to continue to perform his role as Chief Executive Officer, we would need to select a
new Chief Executive Officer which we may not be able to do easily, and may require other senior management to divert part of their attention from their primary duties, which could have a material adverse effect on our business or operations.

We depend on the continuing efforts of our senior management team and other key personnel. If we lose members of our senior management
team or other key personnel or are unable to successfully retain, recruit and train qualified scientists, engineering and other personnel, our ability to develop our products could be harmed, and we may be unable to achieve our goals.

Our future success depends upon the continuing services of members of our senior management team and scientific and
engineering personnel. In particular, our scientists and engineers are critical to our future technological and product innovations, and we will need to hire additional qualified personnel. Our industry, particularly in the San Francisco Bay Area,
is characterized by high demand and intense competition for talent, and the turnover rate can be high. We compete for qualified management and scientific personnel with other life science companies, academic institutions and research institutions,
particularly those focusing on genomics. Many of these employees could leave our company with little or no prior notice and would be free to work for a competitor. If one or more of our senior executives or other key personnel were unable or
unwilling to continue in their present positions, we may not be able to replace them easily or at all, and other senior management may be required to divert attention from other aspects of the business. In addition, we do not have key
person life insurance policies covering any member of our management team or other key personnel. The loss of any of these individuals or our ability to attract or retain qualified personnel, including scientists, engineers and others, could
prevent us from pursuing collaborations and adversely affect our product development and introductions, business growth prospects, results of operations and financial condition.

Adverse conditions in the global economy and disruption of financial markets may significantly harm our revenue, profitability and results of operations.

The global economy and credit and capital markets have experienced recent volatility and disruption. Volatility and disruption of
financial markets could limit our customers ability to obtain adequate financing or credit to purchase and pay for our products in a timely manner or to maintain operations, which could result in a decrease in sales volume that could harm our
results of operations. General concerns about the fundamental soundness of domestic and international economies may also cause our customers to reduce their purchases. Changes in governmental banking, monetary and fiscal policies to address
liquidity and increase credit availability may not be effective. Significant government investment and allocation of resources to assist the economic recovery of sectors which do not include our customers may reduce the resources available for
government grants and related funding for life sciences research and development. Continuation or further deterioration of these financial and macroeconomic conditions could significantly harm our sales, profitability and results of operations.

We may need additional financing to fund our existing operations. Securities we issue to fund our operations could dilute your
ownership.

We may decide to raise additional funds through public or private debt or equity financing. Such
additional funds may not be available on terms acceptable to us or at all, particularly in light of recent market conditions. If we raise funds by issuing equity securities, the percentage ownership of our stockholders will be reduced, and the new
equity securities may have priority rights over current investors. We may delay, limit or eliminate some or all of our proposed operations and research and development if adequate funds are not available.



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We operate in a highly competitive industry and if we are not able to compete effectively, our
business and operating results will likely be harmed.

Some of our current competitors, as well as many of our
potential competitors, have greater name recognition, more substantial intellectual property portfolios, longer operating histories, significantly greater resources to invest in new technologies, more substantial experience in new product
development and manufacturing capabilities and more established distribution channels to deliver products to customers than we do. These competitors may be able to respond more quickly and effectively than we can to new or changing opportunities,
technologies, standards or customer requirements. In light of these advantages, even if our technology is more effective than the products or service offerings of our competitors, current or potential customers might accept competitive products and
services in lieu of purchasing our technology. Increased competition may result in pricing pressures, which could harm our sales, profitability or market share. Our failure to compete effectively could materially and adversely affect our business,
financial condition or results of operations.

We expect that our sales cycle will be lengthy and unpredictable, which will make it
difficult for us to forecast revenue and may increase the magnitude of quarterly fluctuations in our operating results.

Our PacBio RS is expected to have a lengthy sales and purchase order cycle because it is a major capital item and generally
requires the approval of our customers senior management. This may contribute to substantial fluctuations in our quarterly operating results, particularly during the periods in which our sales volume is low. Because of these fluctuations, it
is likely that in some future quarters our operating results will fall below the expectations of securities analysts or investors. If that happens, the market price of our stock would likely decrease. These fluctuations also mean that investors will
not be able to rely upon our operating results in any particular period as an indication of future performance.

Our products could have
unknown defects or errors, which may give rise to claims against us or divert application of our resources from other purposes.

Any product using our SMRT technology will be complex and may develop or contain undetected defects or errors. We cannot provide assurance that material performance problems will not arise. Despite
testing, defects or errors may arise in our products, which could result in a failure to achieve market acceptance or expansion, diversion of development resources, injury to our reputation and increased warranty, service and maintenance costs. We
intend to ship our PacBio RS instruments with one year of service included in the purchase price with an option to purchase an additional year of service. We will provide a twelve-month warranty on the PacBio RS. The warranty is
limited to replacing, repairing or giving credit for, at our option, any instrument for which a warranty claim is provided to us within the warranty period. We will also provide a warranty for our consumables, but claims must be made within 90 days
from the date of delivery or the shelf life date or use by date, if earlier. The warranty is limited to replacing, or at our option, giving credit for, any consumable with defects in material or workmanship. Defects or errors in our
products might also discourage customers from purchasing our products. The costs incurred in correcting any defects or errors may be substantial and could adversely affect our operating margins. In addition, such defects or errors could lead to the
filing of product liability claims, which could be costly and time-consuming to defend and result in substantial damages. Although we have product liability insurance, any future product liability insurance that we procure may not protect our assets
from the financial impact of a product liability claim. Moreover, we may not be able to obtain adequate insurance coverage on acceptable terms. Any insurance that we do obtain will be subject to deductibles and coverage limits. A product liability
claim could have a serious adverse effect on our business, financial condition and results of operations.

Adoption of our products by
customers may depend on the availability of sample preparation and informatics tools, some of which may be developed by third parties.

Our commercial success may depend in part upon the development of sample preparation and software and informatics tools by third parties for use with our products. We cannot guarantee that third parties
will develop tools that will be useful with our products or be viewed as useful by our customers or potential customers. A lack of additional available complementary sample preparation and informatics tools may impede the adoption of our products
and may adversely impact our business.



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Ethical, legal and social concerns surrounding the use of genetic information could reduce demand for
our technology.

Our products may be used to provide genetic information about humans, agricultural crops and other
living organisms. The information obtained from our products could be used in a variety of applications, which may have underlying ethical, legal and social concerns, including the genetic engineering or modification of agricultural products or
testing for genetic predisposition for certain medical conditions. Governmental authorities could, for safety, social or other purposes, call for limits on or regulation of the use of genetic testing. Such concerns or governmental restrictions could
limit the use of our products, which could have a material adverse effect on our business, financial condition and results of operations.

Our products could in the future be subject to regulation by the U.S. Food and Drug Administration or other domestic and international regulatory
agencies, which could increase our costs and delay our commercialization efforts, thereby materially and adversely affecting our business and results of operations.

Our products are not currently subject to U.S. Food and Drug Administration, or FDA, clearance or approval since they are not used for the diagnosis or treatment of disease. However, in the future,
certain of our products or related applications could be subject to FDA regulation, or the FDAs regulatory jurisdiction could be expanded to include our products. Even where a product is exempted from FDA clearance or approval, the FDA
may impose restrictions as to the types of customers to which we can market and sell our products. Such regulation and restrictions may materially and adversely affect our business, financial condition and results of operations.

Many countries have laws and regulations that could affect our products. The number and scope of these requirements are increasing.
Unlike many of our competitors, this is an area where we do not have expertise. We may not be able to obtain regulatory approvals in such countries or may incur significant costs in obtaining or maintaining our foreign regulatory approvals. In
addition, the export by us of certain of our products which have not yet been cleared for domestic commercial distribution may be subject to FDA or other export restrictions.

Our operations involve the use of hazardous materials, and we must comply with environmental, health and safety laws, which can be expensive and may adversely affect our business, operating results
and financial condition.

Our research and development and manufacturing activities involve the use of hazardous
materials, including chemicals and biological materials, and some of our products include hazardous materials. Accordingly, we are subject to federal, state, local and foreign laws, regulations and permits relating to environmental, health and
safety matters, including, among others, those governing the use, storage, handling, exposure to and disposal of hazardous materials and wastes, the health and safety of our employees, and the shipment, labeling, collection, recycling, treatment and
disposal of products containing hazardous materials. Liability under environmental laws and regulations can be joint and several and without regard to fault or negligence. For example, under certain circumstances and under certain environmental
laws, we could be held liable for costs relating to contamination at our or our predecessors past or present facilities and at third-party waste disposal sites. We could also be held liable for damages arising out of human exposure to
hazardous materials. There can be no assurance that violations of environmental, health and safety laws will not occur as a result of human error, accident, equipment failure or other causes. The failure to comply with past, present or future laws
could result in the imposition of substantial fines and penalties, remediation costs, property damage and personal injury claims, investigations, the suspension of production or product sales, loss of permits or a cessation of operations. Any of
these events could harm our business, operating results and financial condition. We also expect that our operations will be affected by new environmental, health and safety laws and regulations on an ongoing basis, or more stringent enforcement of
existing laws and regulations. Although we cannot predict the ultimate impact of any such new laws and regulations, or such more stringent enforcement, they will likely result in additional costs and may increase penalties associated with violations
or require us to change the content of our products or how we manufacture them, which could have a material adverse effect on our business, operating results and financial condition.

Our facilities in California are located near known earthquake faults, and the occurrence of an earthquake or other catastrophic disaster could cause damage to our facilities and equipment, which
could require us to cease or curtail operations.

Our facilities in the San Francisco Bay Area are located near known
earthquake fault zones and are vulnerable to damage from earthquakes. We are also vulnerable to damage from other types of disasters, including fire, floods, power loss, communications failures and similar events. If any disaster were to occur, our
ability to operate our business at our facilities would be seriously, or potentially completely, impaired. In addition, the nature of our activities could cause significant delays in our research programs commercial activities and make it difficult
for us to recover from a disaster. The insurance we maintain may not be adequate to cover our losses resulting from disasters or other business interruptions. Accordingly, an earthquake or other disaster could materially and adversely harm our
ability to conduct business.



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Doing business internationally creates operational and financial risks for our business.

Conducting and launching operations on an international scale requires close coordination of activities across
multiple jurisdictions and time zones and consumes significant management resources. If we fail to coordinate and manage these activities effectively, our business, financial condition or results of operations could be adversely affected.
International sales entail a variety of risks, including longer payment cycles and difficulties in collecting accounts receivable outside of the United States, currency exchange fluctuations, challenges in staffing and managing foreign operations,
tariffs and other trade barriers, unexpected changes in legislative or regulatory requirements of foreign countries into which we sell our products, difficulties in obtaining export licenses or in overcoming other trade barriers and restrictions
resulting in delivery delays and significant taxes or other burdens of complying with a variety of foreign laws. In conducting our international operations, we will be subject to U.S. laws relating to our international activities, as well as foreign
laws relating to our activities in other countries. Failure to comply with these laws may subject us to financial and other penalties in the U.S. and foreign countries that could impact our operations or financial condition.

Changes in the value of the relevant currencies may affect the cost of certain items required in our operations. Changes in currency
exchange rates may also affect the relative prices at which we are able sell products in the same market. Our revenue from international customers may be negatively impacted as increases in the U.S. dollar relative to our international
customers local currency could make our products more expensive, impacting our ability to compete. Our costs of materials from international suppliers may increase if in order to continue doing business with us they raise their prices as the value
of the U.S. dollar decreases relative to their local currency. Foreign policies and actions regarding currency valuation could result in actions by the United States and other countries to offset the effects of such fluctuations. The recent
global financial downturn has led to a high level of volatility in foreign currency exchange rates and that level of volatility may continue, which could adversely affect our business, financial condition or results of operations.

We are subject to existing and potential additional governmental regulation that may impose burdens on our operations, and the markets for our
products may be narrowed.

We are subject, both directly and indirectly, to the adverse impact of existing and
potential future government regulation of our operations and markets. For example, export of our instruments may be subject to strict regulatory control in a number of jurisdictions. The failure to satisfy export control criteria or to obtain
necessary clearances could delay or prevent shipment of products, which could adversely affect our revenue and profitability. Moreover, the life sciences industry, which is expected to be one of the primary markets for our technology, has
historically been heavily regulated. There are, for example, laws in several jurisdictions restricting research in genetic engineering, which may narrow our markets. Given the evolving nature of this industry, legislative bodies or regulatory
authorities may adopt additional regulation that adversely affects our market opportunities. Additionally, if ethical and other concerns surrounding the use of genetic information, diagnostics or therapies become widespread, there may be less demand
for our products. See also our risk factor above titled Ethical, legal and social concerns surrounding the use of genetic information could reduce demand for our technology. Our business is also directly affected by a wide variety of
government regulations applicable to business enterprises generally and to companies operating in the life science industry in particular. See also our risk factors above titled Our products could in the future be subject to regulation by the
U.S. Food and Drug Administration or other domestic and international regulatory agencies, which could increase our cost and delay our commercialization efforts, thereby materially and adversely affecting our business and results of operations
and Our operations involve the use of hazardous materials, and we must comply with environmental, health and safety laws, which can be expensive and may adversely affect our business, operating results and financial condition. Failure to
comply with these regulations or obtain or maintain necessary permits and licenses could result in a variety of fines or other censures or an interruption in our business operations which may have a negative impact on our ability to generate revenue
and could increase the cost of operating our business.

If we fail to maintain proper and effective internal controls, our ability to
produce accurate financial statements on a timely basis could be impaired, which would adversely affect our business and our stock price.

Ensuring that we have adequate internal financial and accounting controls and procedures in place to produce accurate financial statements on a timely basis is a costly and time-consuming effort that
needs to be re-evaluated frequently. We have in the past discovered, and may in the future discover, areas of our internal financial and accounting controls and procedures that need improvement. The rapid growth of our operations and our IPO created
a need for additional resources within the accounting and finance functions in order to produce timely financial information and to ensure the level of segregation of duties customary for a U.S. public company.



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Our management is responsible for establishing and maintaining adequate internal control
over financial reporting to provide reasonable assurance regarding the reliability of our financial reporting and the preparation of financial statements for external purposes in accordance with U.S. generally accepted accounting principles. Our
management does not expect that our internal control over financial reporting will prevent or detect all errors and all fraud. A control system, no matter how well designed and operated, can provide only reasonable, not absolute, assurance that the
control systems objectives will be met. Because of the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that misstatements due to error or fraud will not occur or that all control issues and
instances of fraud, if any, within our company will have been detected.

We will be required to comply with Section 404
of the Sarbanes-Oxley Act in connection with our annual report on Form 10-K for the year ending December 31, 2011. We expect to expend significant resources in developing the necessary documentation and testing procedures required by
Section 404. We cannot be certain that the actions we will be taking to improve our internal control over financial reporting will be sufficient, or that we will be able to implement our planned processes and procedures in a timely manner. In
addition, if we are unable to produce accurate financial statements on a timely basis, investors could lose confidence in the reliability of our financial statements, which could cause the market price of our common stock to decline and make it more
difficult for us to finance our operations and growth.

The requirements of being a public company may strain our resources, divert
managements attention and affect our ability to attract and retain qualified board members.

As a public
company, we incur additional accounting, legal and other expenses associated with our public company reporting requirements. We will also incur costs associated with corporate governance requirements, including requirements under the Sarbanes-Oxley
Act of 2002, the Dodd-Frank Act of 2010, as well as rules and regulations implemented by the SEC and The NASDAQ Stock Market. We expect these rules and regulations to increase our legal and financial compliance costs and to make some activities more
time-consuming and costly. Furthermore, these rules and regulations could make it more difficult or more costly for us to obtain certain types of insurance, including director and officer liability insurance, and we may be forced to accept reduced
policy limits and coverage or incur substantially higher costs to obtain the same or similar coverage. The impact of these requirements could also make it more difficult for us to attract and retain qualified persons to serve on our board of
directors, our board committees or as executive officers. We are currently evaluating and monitoring developments with respect to these rules and regulations, and we cannot predict or estimate the amount of additional costs we may incur or the
timing of such costs.

New laws and regulations as well as changes to existing laws and regulations affecting public
companies, including the provisions of the Sarbanes-Oxley Act of 2002 and rules adopted by the SEC and the NASDAQ, would likely result in increased costs to us as we respond to their requirements.

Our ability to use net operating losses to offset future taxable income may be subject to substantial limitations.

Under Section 382 of the Internal Revenue Code, a corporation that undergoes an ownership change is subject to
limitations on its ability to utilize its pre-change net operating losses, or NOLs, to offset future taxable income. We believe that we have had one or more ownership changes, as a result of which our existing NOLs are currently subject to
limitation. Future changes in our stock ownership, some of which are outside of our control, could result in additional ownership changes under Section 382. We may not be able to utilize a material portion of our NOLs, even if we attain
profitability.

Risks Related to Our Intellectual Property

Failure to secure patent or other intellectual property protection for our products and improvements to our products may reduce our ability to
maintain any technological or competitive advantage over our competitors and potential competitors.

Our ability to
protect and enforce our intellectual property rights is uncertain and depends on complex legal and factual questions. Our ability to establish or maintain a technological or competitive advantage over our competitors may be diminished because of
these uncertainties. For example:



| |  |  | we or our licensors might not have been the first to make the inventions covered by each of our pending patent applications or issued patents;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we or our licensors might not have been the first to file patent applications for these inventions;
| | - |  | ---------------------------------------------------------------------------------------------------



| |  |  | it is possible that neither our pending patent applications nor the pending patent applications of our licensors will result in issued patents;
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| |  |  | our patents or the patents of our licensors may not be of sufficient scope to prevent others from practicing our technologies, developing competing
products, designing around our patented technologies or independently developing similar or alternative technologies;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | our and our licensors patent applications or patents have been, and may in the future be, subject to interference, opposition or similar
administrative proceedings, which could result in those patent applications failing to issue as patents, those patents being held invalid or the scope of those patents being substantially reduced;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | we may not adequately protect our trade secrets;
| | - |  | ------------------------------------------------



| |  |  | we may not develop additional proprietary technologies that are patentable; or
| | - |  | ------------------------------------------------------------------------------



| |  |  | the patents of others may limit our freedom to operate and prevent us from commercializing our technology in accordance with our plans.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------

The occurrence of any of these events could impair our ability to operate without infringing upon the
proprietary rights of others or prevent us from establishing or maintaining a competitive advantage over our competitors.

Variability
in intellectual property laws may adversely affect our intellectual property position.

Intellectual property laws,
and patent laws and regulations in particular, have been subject to significant variability either through administrative or legislative changes to such laws or regulations or changes or differences in judicial interpretation, and it is expected
that such variability will continue to occur. Additionally, intellectual property laws and regulations differ among countries. Variations in the patent laws and regulations or in interpretations of patent laws and regulations in the United States
and other countries may diminish the value of our intellectual property and may change the impact of third-party intellectual property on us. Accordingly, we cannot predict the scope of patents that may be granted to us, the extent to which we will
be able to enforce our patents against third parties or the extent to which third parties may be able to enforce their patents against us.

Some of the intellectual property that is important to our business is owned by other companies or institutions and licensed to us, and changes to
the rights we have licensed may adversely impact our business.

We license from third parties some of the intellectual
property that is important to our business, including patent licenses from Cornell Research Foundation, Indiana University Research and Technology Corporation, Stanford University and GE Healthcare Bio-Sciences Corp. As more fully described in our
Prospectus, if we fail to meet our obligations under these licenses, these third parties could terminate the licenses. If the third parties who license intellectual property to us fail to maintain the intellectual property that we have licensed, or
lose rights to that intellectual property, the rights we have licensed may be reduced or eliminated, which could subject us to claims of intellectual property infringement. Termination of these licenses or reduction or elimination of our licensed
rights may result in our having to negotiate new or reinstated licenses with less favorable terms, or could subject us to claims of intellectual property infringement in litigation or other administrative proceedings that could result in damage
awards against us and injunctions that could prohibit us from selling our products. In addition, some of our licenses from third parties limit the field in which we can use the licensed technology. Therefore, in order for us to use such licensed
technology in potential future applications that are outside the licensed field of use, we may be required to negotiate new licenses with our licensors or expand our rights under our existing licenses. We cannot assure you that we will be able to
obtain such licenses or expanded rights on reasonable terms or at all. In addition, we have limited rights to participate in the prosecution and enforcement of the patents and patent applications that we have licensed. As a result, we cannot be
certain that these patents and applications will be prosecuted and enforced in a manner consistent with the best interests of our business. Further, because of the rapid pace of technological change in our industry, we may need to rely on key
technologies developed or licensed by third parties, and we may not be able to obtain licenses and technologies from these third parties at all or on reasonable terms. The occurrence of these events may have a material adverse effect on our
business, financial condition or results of operations.



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The measures that we use to protect the security of our intellectual property and other proprietary
rights may not be adequate, which could result in the loss of legal protection for, and thereby diminish the value of, such intellectual property and other rights.

In addition to patents, we also rely upon trademarks, trade secrets, copyrights and unfair competition laws, as well as license agreements and other contractual provisions, to protect our intellectual
property and other proprietary rights. Despite these measures, any of our intellectual property rights could be challenged, invalidated, circumvented or misappropriated. In addition, we attempt to protect our intellectual property and proprietary
information by requiring our employees, consultants and certain academic collaborators to enter into confidentiality and assignment of inventions agreements, and by requiring our third-party manufacturing partners to enter into confidentiality
agreements. There can be no assurance, however, that such measures will provide adequate protection for our intellectual property and proprietary information. These agreements may be breached, and we may not have adequate remedies for any such
breach. In addition, our trade secrets and other proprietary information may be disclosed to others, or others may gain access to or disclose our trade secrets and other proprietary information. Enforcing a claim that a third party illegally
obtained and is using our trade secrets is expensive and time consuming, and the outcome is unpredictable. Additionally, others may independently develop proprietary information and techniques that are substantially equivalent to ours. The
occurrence of these events may have a material adverse effect on our business, financial condition or results of operations.

Our
intellectual property may be subject to challenges in the United States or foreign jurisdictions that could adversely affect our intellectual property position.

Our pending, issued and granted U.S. and foreign patents and patent applications have been, and may in the future be, subject to challenges by third parties asserting prior invention by others or
invalidity on various grounds, through proceedings, such as interferences, reexamination or opposition proceedings. Addressing these challenges to our intellectual property can be costly and distract managements attention and resources.
Additionally, as a result of these challenges, our patents or pending patent applications may be determined to be unpatentable to us, invalid or unenforceable, in whole or in part. Accordingly, adverse rulings from the relevant patent offices in
these proceedings may negatively impact the scope of our intellectual property protection for our products and technology and may adversely affect our business.

Some of our technology is subject to march-in rights by the U.S. government.

Some of our patented technology was developed with U.S. federal government funding. When new technologies are developed with U.S. government funding, the government obtains certain rights in any resulting
patents, including a nonexclusive license authorizing the government to use the invention for non-commercial purposes. These rights may permit the government to disclose our confidential information to third parties and to exercise
march-in rights to use or allow third parties to use our patented technology. The government can exercise its march-in rights if it determines that action is necessary because we fail to achieve practical application of the U.S.
government-funded technology, because action is necessary to alleviate health or safety needs, to meet requirements of federal regulations, or to give preference to U.S. industry. In addition, U.S. government-funded inventions must be reported to
the government and U.S. government funding must be disclosed in any resulting patent applications. In addition, our rights in such inventions are subject to government license rights and foreign manufacturing restrictions.

We may become involved in legal proceedings to enforce our intellectual property rights.

Our intellectual property rights involve complex factual, scientific and legal questions. We operate in an industry characterized by
significant intellectual property litigation. Even though we may believe that we have a valid patent on a particular technology, other companies may have from time to time taken, and may in the future take, actions that we believe violate our patent
rights. Legal actions to enforce these patent rights can be expensive and may involve the diversion of significant management time and resources. Our enforcement actions may not be successful, could give rise to legal claims against us and could
result in some of our intellectual property rights being determined to be invalid or not enforceable.



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We are presently, and could in the future be, subject to legal proceedings with third parties who may
claim that our products infringe or misappropriate their intellectual property rights.

Our products are based on
complex, rapidly developing technologies. We may not be aware of issued or previously filed patent applications belonging to third parties that mature into issued patents that cover some aspect of our products or their use. In addition, because
patent litigation is complex and the outcome inherently uncertain, our belief that our products do not infringe third-party patents of which we are aware or that such third-party patents are invalid and unenforceable may be determined to be
incorrect. As a result, third parties may claim that we infringe their patent rights and may file lawsuits or engage in other proceedings against us to enforce their patent rights. We are presently involved in a lawsuit filed by Helicos Biosciences
Corporation that alleges that our products infringe patents owned and in-licensed by Helicos (see Legal Proceedings). In defending this lawsuit, we expect to incur substantial costs, and experience diversion of attention of our
management and technical personnel. An unfavorable outcome in this lawsuit could result in our having to pay damages, royalties or both to Helicos, and could prevent us from selling some or all of our products. In addition, as we enter new markets,
our competitors and other third parties may claim that our products infringe their intellectual property rights as part of a business strategy to impede our successful entry into those markets. In fact, several companies in our industry, such as
Affymetrix, Inc., Life Technologies Corporation, Illumina, Inc. and Complete Genomics, Inc., are involved in patent litigation with each other. Additionally, we have certain obligations to many of our customers to indemnify and defend them against
claims by third parties that our products or their use infringe any intellectual property of these third parties. In defending ourselves against any of these claims, we could incur substantial costs, and the attention of our management and technical
personnel could be diverted. Even if we have an agreement to indemnify us against such costs, the indemnifying party may be unable to uphold its contractual obligations. To avoid or settle legal claims, it may be necessary or desirable in the future
to obtain licenses relating to one or more products or relating to current or future technologies, which could negatively affect our gross margins. We may not be able to obtain these licenses on commercially reasonable terms, or at all. We may be
unable to modify our products so that they do not infringe the intellectual property rights of third parties. In some situations the results of litigation or settlement of claims may require that we cease allegedly infringing activities which could
prevent us from selling some or all of our products. The occurrence of these events may have a material adverse effect on our business, financial condition or results of operations.

In addition, in the course of our business we may from time to time have access or be alleged to have access to confidential or
proprietary information of others, which though not patented, may be protected as trade secrets. Others could bring claims against us asserting that we improperly used their confidential or proprietary information, or misappropriated their
technologies and incorporated those technologies into our products. A determination that we illegally used the confidential or proprietary information or misappropriated technologies of others in our products could result in our having to pay
substantial damage awards or be prevented from selling some or all of our products, which could adversely affect our business.

We have
not yet registered some of our trademarks in all of our potential markets, and failure to secure those registrations could adversely affect our business.

Some of our trademark applications may not be allowed for registration, and our registered trademarks may not be maintained or enforced. In addition, in the U.S. Patent and Trademark Office and in
comparable agencies in many foreign jurisdictions, third parties are given an opportunity to oppose pending trademark applications and to seek to cancel registered trademarks. Opposition or cancellation proceedings may be filed against our
trademarks, and our trademarks may not survive such proceedings.

Our use of open source software could adversely affect our
ability to sell our products and subject us to possible litigation.

A portion of our products or technologies
developed and/or distributed by us incorporate open source software and we may incorporate open source software into other products or technologies in the future. Some open source software licenses require that we disclose the source
code for any modifications to such open source software that we make and distribute to one or more third parties, and that we license the source code for such modifications to third parties, including our competitors, at no cost. We monitor the use
of open source software in our products to avoid uses in a manner that would require us to disclose or grant licenses under our source code that we wish to maintain as proprietary, however there can be no assurance that such efforts have been or
will be successful. In some circumstances, distribution of our software that includes or is linked with open source software could require that we disclose and license some or all of our proprietary source code in that software, which could include
permitting the use of such software and source code at no cost to the user. Open source license terms are often ambiguous, and there is little legal precedent governing the interpretation of these licenses. Successful claims made by the licensors of
open source software that we have violated the terms of these licenses could result in unanticipated obligations including being subject to significant damages, being enjoined from distributing products that incorporate open source software, and
being required to make available our proprietary source code pursuant to an open source license, which could substantially help our competitors develop products that are similar to or better than ours and otherwise adversely affect our business.



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Risks Relating to Owning Our Common Stock

Our share price may be volatile, and you may be unable to sell your shares at or above the price you paid to acquire it.

The market price of our common stock could be subject to wide fluctuations in response to many risk factors listed in this section, and
others beyond our control, including:



| |  |  | actual or anticipated fluctuations in our financial condition and operating results;
| | - |  | ------------------------------------------------------------------------------------



| |  |  | announcements of technological innovations by us or our competitors;
| | - |  | --------------------------------------------------------------------



| |  |  | overall conditions in our industry and market;
| | - |  | ----------------------------------------------



| |  |  | addition or loss of significant customers;
| | - |  | ------------------------------------------



| |  |  | changes in laws or regulations applicable to our products;
| | - |  | ----------------------------------------------------------



| |  |  | actual or anticipated changes in our growth rate relative to our competitors;
| | - |  | -----------------------------------------------------------------------------



| |  |  | announcements by us or our competitors of significant acquisitions, strategic partnerships, joint ventures or capital commitments;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------



| |  |  | additions or departures of key personnel;
| | - |  | -----------------------------------------



| |  |  | competition from existing products or new products that may emerge;
| | - |  | -------------------------------------------------------------------



| |  |  | issuance of new or updated research or reports by securities analysts;
| | - |  | ----------------------------------------------------------------------



| |  |  | fluctuations in the valuation of companies perceived by investors to be comparable to us;
| | - |  | -----------------------------------------------------------------------------------------



| |  |  | disputes or other developments related to proprietary rights, including patents, litigation matters and our ability to obtain intellectual property
protection for our technologies;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | announcement or expectation of additional financing efforts;
| | - |  | ------------------------------------------------------------



| |  |  | sales of our common stock by us or our stockholders;
| | - |  | ----------------------------------------------------



| |  |  | share price and volume fluctuations attributable to inconsistent trading volume levels of our shares; and
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | general economic and market conditions.
| | - |  | ---------------------------------------

Furthermore, in the past, stock markets have experienced price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. These
fluctuations often have been unrelated or disproportionate to the operating performance of those companies. These broad market and industry fluctuations, as well as general economic, political and market conditions such as recessions, interest rate
changes or international currency fluctuations, may negatively impact the market price of our common stock. If the market price of our common stock declines, you may not realize any return on your investment in us and may lose some or all of your
investment. In the past, companies that have experienced volatility in the market price of their stock have been subject to securities class action litigation. We may be the target of this type of litigation in the future. Securities litigation
against us could result in substantial costs and divert our managements attention from other business concerns, which could seriously harm our business.

If securities or industry analysts publish negative reports about our business, our share price and trading volume could decline.

The trading market for our common stock will be influenced by the research and reports that securities or industry analysts publish about
us or our business. If one or more of the analysts who cover us downgrade our shares or change their opinion of our shares, our share price would likely decline. If one or more of these analysts cease coverage of our company or fail to regularly
publish reports on us, we could lose visibility in the financial markets, which could cause our share price or trading volume to decline.



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Future sales of our common stock could cause our share price to fall.

The holders of a significant number of shares of our common stock will be entitled to rights with respect to registration of such shares
under the Securities Act pursuant to an investor rights agreement between such holders and us. If such holders, by exercising their registration rights, sell a large number of shares, they could adversely affect the market price for our common
stock. If we file a registration statement for the purpose of selling additional shares to raise capital and are required to include shares held by these holders pursuant to the exercise of their registration rights, our ability to raise capital may
be impaired. We filed a registration statement on Form S-8 under the Securities Act to register shares for issuance under our 2004 Equity Incentive Plan, 2005 Stock Plan, 2010 Equity Incentive Plan, 2010 Employee Stock Purchase Plan and 2010 Outside
Director Equity Incentive Plan. Each of our 2010 Equity Incentive Plan, 2010 Employee Stock Purchase Plan and 2010 Outside Director Equity Incentive Plan provides for automatic increases in the shares reserved for issuance under the plan which could
result in additional dilution to our stockholders. .

Concentration of ownership by our principal stockholders may result in control by
such stockholders of the composition of our board of directors.

Our existing significant stockholders, executive
officers, directors and their affiliates will beneficially own a significant number of our outstanding shares of common stock. As a result, these stockholders will be able to exercise a significant level of control over all matters requiring
stockholder approval, including the election of directors. This control could have the effect of delaying or preventing a change of control of our company or changes in management and will make the approval of certain transactions difficult or
impossible without the support of these stockholders.

Anti-takeover provisions in our charter documents and under Delaware law could
make an acquisition of us, which may be beneficial to our stockholders, more difficult and may prevent attempts by our stockholders to replace or remove our current management and limit the market price of our common stock.

Provisions in our certificate of incorporation and bylaws, as amended and restated, may have the effect of delaying or preventing a
change of control or changes in our management. Our amended and restated certificate of incorporation and bylaws include provisions that:



| |  |  | authorize our board of directors to issue, without further action by the stockholders, up to 50,000,000 shares of undesignated preferred stock and up
to approximately 1,000,000,000 shares of authorized but unissued shares of common stock;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | require that any action to be taken by our stockholders be effected at a duly called annual or special meeting and not by written consent;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | specify that special meetings of our stockholders can be called only by our board of directors, the Chairman of the Board, the Chief Executive Officer
or the President;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | establish an advance notice procedure for stockholder approvals to be brought before an annual meeting of our stockholders, including proposed
nominations of persons for election to our board of directors;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | establish that our board of directors is divided into three classes, Class I, Class II and Class III, with each class serving staggered
terms;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | provide that our directors may be removed only for cause; and
| | - |  | -------------------------------------------------------------



| |  |  | provide that vacancies on our board of directors may be filled only by a majority of directors then in office, even though less than a quorum.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------

These provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current
management by making it more difficult for stockholders to replace members of our board of directors, which is responsible for appointing the members of our management. In addition, because we are incorporated in Delaware, we are governed by the
provisions of Section 203 of the Delaware General Corporation Law, which limits the ability of stockholders owning in excess of 15% of our outstanding voting stock to merge or combine with us.

Our large number of authorized but unissued shares of common stock may potentially dilute your stockholdings.

We have a significant number of authorized but unissued shares of common stock. Our board of directors may issue shares of common stock
from this authorized but unissued pool from time to time without stockholder approval, resulting in the dilution of our existing stockholders.



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We do not intend to pay dividends for the foreseeable future.

We have never declared or paid any cash dividends on our common stock and do not intend to pay any cash dividends in the foreseeable
future. We anticipate that we will retain all of our future earnings for use in the operation of our business and for general corporate purposes. Any determination to pay dividends in the future will be at the discretion of our board of directors.
Accordingly, investors must rely on sales of their common stock after price appreciation, which may never occur, as the only way to realize any future gains on their investments.



|ITEM 1B. | UNRESOLVED STAFF COMMENTS
|-------- | -------------------------

None



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds.
|------- | ------------------------------------------------------------

Use of Proceeds

Our initial public offering of common stock was
effected through a Registration Statement on Form S-1 (File No. 333-168858) that was declared effective by the Securities and Exchange Commission on October 26, 2010, which registered an aggregate of 14,375,000 shares of our common stock.
On November 1, 2010, we sold 12,500,000 shares of common stock at an initial public offering price of $16.00 per share, for aggregate gross proceeds of $200 million. The underwriters of the offering were J.P. Morgan Securities Inc., Morgan
Stanley & Co. Incorporated, Deutsche Bank Securities Inc. and Piper Jaffray & Co. On November 4, 2010, in connection with the exercise of the underwriters over-allotment option, 1,875,000 additional shares of common
stock were sold on our behalf at the initial public offering price of $16.00 per share, for aggregate gross proceeds of $30 million.

We paid to the underwriters underwriting discounts totaling approximately $16.1 million in connection with the offering. In addition, we incurred expenses of approximately $3.1 million in connection with
the offering, which when added to the underwriting discounts paid by us, amount to total expenses of approximately $19.2 million. Thus, the net offering proceeds to us, after deducting underwriting discounts and offering expenses, were approximately
$210.8 million. No offering expenses were paid directly or indirectly to any of our directors or officers (or their associates) or persons owning ten percent or more of any class of our equity securities or to any other affiliates.

There was no material change in the use of proceeds from our initial public offering as described in our final prospectus filed with the
SEC pursuant to Rule 424(b).

Purchases of Equity Securities

The following table presents information with respect to purchases of common stock of the Company made during the quarter ended
March 31, 2011 by us or any affiliated purchaser, as defined in Exchange Act Rule 10b-18(a)(3):



|                                    |  |                                 |     |  |                             |   |      |                                                                               |  |  |                                                                                                          |  |  |  |   | 
|----------------------------------- |  | ------------------------------- | --- |  | --------------------------- | - | ---- | ----------------------------------------------------------------------------- |  |  | -------------------------------------------------------------------------------------------------------- |  |  |  | - | 
|                                    |  | Total Number ofShares Purchased |     |  | Average Price Paid perShare |   |      | Total Number of SharesPurchased as Part ofPublicly Announced Plansor
Programs |  |  | Maximum Number (orApproximate Dollar Value) ofShares that May Yet
BePurchased Under the Plans orPrograms | 
|Month #1 (January 1 - January 31)   |  |                                 | 851 |  |                             | $ | 1.96 |                                                                               |  |  |                                                                                                         |  |  |  |  | 
|Month #2 (February 1 - February 28) |  |                                 |    |  |                             |   |     |                                                                               |  |  |                                                                                                         |  |  |  |  | 
|Month #3 (March 1 - March 31)       |  |                                 |    |  |                             |   |     |                                                                               |  |  |                                                                                                         |  |  |  |  | 
|                                    |  |                                 |     |  |                             |   |      |                                                                               |  |  |                                                                                                          |  |  |  |   | 
|Total                               |  |                                 | 851 |  |                             |   |      |                                                                               |  |  |                                                                                                         |  |  |  |   | 
|                                    |  |                                 |     |  |                             |   |      |                                                                               |  |  |                                                                                                          |  |  |  |   | 



|Item 6. | Exhibits
|------- | --------

The exhibits
listed in Exhibit Index immediately preceding the exhibits are filed (other than exhibits 32.1 and 32.2) as part of this Quarterly Report on Form 10-Q and such Exhibit Index is incorporated herein by reference.



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Signatures

Pursuant to the requirements of the Securities Act of 1934, the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



|      |  |              |  |  |  |                                           |  |                                                                     
|----- |  | ------------ |  |  |  | ----------------------------------------- |  | --------------------------------------------------------------------
|      |  |              |  |  |  | PACIFIC BIOSCIENCES OF CALIFORNIA , INC .
|      |  |              |  | 
|Date: |  | May 13, 2011 |  |  |  | By:                                       |  | /S/    SUSAN K.
BARNES                                              
|      |  |              |  |  |  |                                           |  | Susan K. Barnes Executive Vice President And
Chief Financial Officer
|      |  |              |  | 
|Date: |  | May 13, 2011 |  |  |  | By:                                       |  | /S/    BRIAN B.
DOW                                                 
|      |  |              |  |  |  |                                           |  | Brian B. Dow Vice President And
Principal Accounting Officer        



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Exhibit Index



|               |  |                                                                                                                                 
|-------------- |  | --------------------------------------------------------------------------------------------------------------------------------
|Exhibit
Number |  | Exhibit Description                                                                                                             
|               | 
|31.1           |  | Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                             
|               | 
|31.2           |  | Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.                             
|               | 
|32.1           |  | Certification of the Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).
|               | 
|32.2           |  | Certification of the Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. Section 1350).



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