1 unchanged sentence
Evaluation of Disclosure Controls and Procedures
−Removed: 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 Annual Report on Form 10–K.
+Added: 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 Annual Report on Form 10–K.
Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed by a company in the reports that it files or submits under the Exchange Act is accumulated and communicated to our management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
1 unchanged sentence
Based on this evaluation, our chief executive officer, chief financial officer and our principal accounting officer concluded that our disclosure controls and procedures were effective as of the end of the period covered by this report.
−Removed: Management’s Report on Internal Control Over Financial Reporting
+Added: Management’s Report on Internal Control Over Financial Reporting
Our management is responsible for establishing and maintaining adequate internal control over financial reporting, as such term is defined in Exchange Act Rules 13a-15(f).
−Removed: Under the supervision and with the participation of our management, including our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer , we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control —
−Removed: Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO).
+Added: Under the supervision and with the participation of our management, including our Chief Executive Officer, Chief Financial Officer and Principal Accounting Officer , we conducted an evaluation of the effectiveness of our internal control over financial reporting based on the framework in Internal Control — Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (COSO).
Based on our evaluation under this framework our management concluded that our internal control over financial reporting was effective as of December 31, 2020.
Changes in Internal Control Over Financial Reporting
−Removed: There were no changes in our internal control over financial reporting identified in connection with the valuation required by paragraph (d) of Exchange Act Rules 13a–15 or 15d–15 that occurred during our fourth fiscal quarter that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
−Removed: The effectiveness of our internal control over financial reporting as of December 31, 201 9 , has been audited by Ernst &Young LLP, our independent registered public accounting firm, as stated in their report which is included as follows.
−Removed: REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
−Removed: To the Stockholders and the Board of Directors of Pacific Biosciences of California, Inc.
−Removed: Opinion on Internal Control over Financial Reporting
−Removed: We have audited Pacific Biosciences of California, Inc.’s internal control over financial reporting as of December 31, 201 9 , based on criteria established in Internal Control—Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (2013 framework) (the COSO criteria).
−Removed: In our opinion, Pacific Biosciences of California, Inc.
−Removed: (the Company) maintained, in all material respects, effective internal control over financial reporting as of December 31, 2019, based on the COSO criteria.
−Removed: We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the 2019 consolidated financial statements of the Company and our report dated February 28, 2020 expressed an unqualified opinion thereon.
−Removed: Basis for Opinion
−Removed: The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting included in the accompanying Management’s Report on Internal Control over Financial Reporting.
−Removed: Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit.
−Removed: We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the US federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
−Removed: We conducted our audit in accordance with the standards of the PCAOB.
−Removed: Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects.
−Removed: Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances.
−Removed: We believe that our audit provides a reasonable basis for our opinion.
−Removed: Definition and Limitations of Internal Control Over Financial Reporting
−Removed: A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles.
−Removed: A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company;
−Removed: (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company;
−Removed: and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.
−Removed: Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements.
−Removed: Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
−Removed: /s/ Ernst & Young LLP
−Removed: Redwood City, California
−Removed: February 28, 2020
+Added: There were no changes in our internal control over financial reporting identified in connection with the evaluation required by paragraph (d) of Exchange Act Rules 13a–15 or 15d–15 that occurred during our fourth fiscal quarter that have materially affected or are reasonably likely to materially affect, our internal control over financial reporting.
OTHER INFORMATION
30 unchanged sentences
October 1, 2010
−Removed: Description of Registrant’s securities registered under Section 12 of the Exchange Act
−Removed: Filed herewith
+Added: Description of Registrant’s securities registered under Section 12 of the Exchange Act
+Added: February 28, 2020
+Added: Indenture, dated February 16, 2021, between Pacific Biosciences of California, Inc.
+Added: Bank National Association, as Trustee
+Added: February 16, 2021
+Added: Form of 1.50% Convertible Senior Notes due 2028 (included in Exhibit 4.1)
+Added: February 16, 2021
Form of Director and Executive Officer Indemnification Agreement
August 16, 2010
−Removed: 2005 Stock Plan and forms of option agreements thereunder
−Removed: August 16, 2010
2010 Equity Incentive Plan
6 unchanged sentences
2010 Outside Director Equity Incentive Plan forms of agreement
−Removed: Exclusive License Agreement by and between the Registrant and Cornell Research Foundation, Inc., dated as of February 1, 2004
−Removed: October 22, 2010
−Removed: License Agreement by and between the Registrant and GE Healthcare Bio-Sciences Corp., dated as of September 11, 2006
−Removed: October 22, 2010
−Removed: Industrial Lease Agreement by and between the Registrant and AMB Property, L.P., dated December 10, 2009
−Removed: August 16, 2010
−Removed: Third Amendment to the December 10, 2009 Industrial Lease by and between the Registrant and AMB Property, L.P.
−Removed: dated December 29, 2010
−Removed: March 23, 2011
−Removed: Industrial Lease Agreement by and between the Registrant and AMB Property, L.P., dated September 24, 2009
−Removed: August 16, 2010
−Removed: Third Amendment to the September 24, 2009 Industrial Lease by and between the Registrant and AMB Property, L.P.
−Removed: dated December 29, 2010
−Removed: March 23, 2011
−Removed: First Amendment to the September 24, 2009 Industrial Lease Agreement by and between the Registrant and AMB Property, L.P., dated as of May 19, 2010
−Removed: August 16, 2010
−Removed: Industrial Lease Agreement by and between the Registrant and AMB Property, L.P, dated February 8, 2010
+Added: 2020 Equity Incentive Plan and related forms of agreement
August 5, 2020
−Removed: First Amendment to the February 8, 2010 Industrial Lease by and between the Registrant and AMB Property, L.P.
−Removed: dated December 29, 2010
−Removed: March 23, 2011
−Removed: Lease by and between the Registrant and Willow Park Holding Company I, L.P.
−Removed: dated December 17, 2010
−Removed: March 23, 2011
−Removed: Lease by and between the Registrant and AMB Property, L.P.
−Removed: dated December 17, 2010
−Removed: March 23, 2011
−Removed: Lease by and between the Registrant and Willow Park Holding Company II, L.P.
−Removed: dated December 17, 2010
−Removed: March 23, 2011
−Removed: Incorporated by reference herein
−Removed: Letter Relating to Employment Terms by and between the Registrant and Susan K.
−Removed: Barnes effective September 15, 2010
−Removed: September 20, 2010
+Added: 2020 Inducement Equity Incentive Plan and related forms of agreement
+Added: December 4, 2020
Change in Control Severance Agreement by and between the Registrant and Susan K.
1 unchanged sentence
September 20, 2010
−Removed: Letter Relating to Employment Terms by and between the Registrant and James Michael Phillips effective September 15, 2010
−Removed: September 20, 2010
Change in Control Severance Agreement by and between the Registrant and James Michael Phillips effective September 9, 2010
September 20, 2010
−Removed: Employment Agreement by and between the Registrant and Michael Hunkapiller dated January 5, 2012
−Removed: March 1, 2012
Change in Control Severance Agreement by and between the Registrant and Michael Hunkapiller dated January 5, 2012
March 1, 2012
−Removed: Controlled Equity Offering Sales Agreement, dated October 5, 2012, by and between the Registrant and Cantor Fitzgerald & Co.
−Removed: October 5, 2012
−Removed: Amendment No.
−Removed: 1 to Controlled Equity Offering Sales Agreement, dated November 8, 2013, by and between the Registrant and Cantor Fitzgerald & Co.
+Added: Letter Relating to Employment Terms by and between the Registrant and Susan G.
+Added: Kim effective September 28, 2020
November 2, 2020
−Removed: Amendment No.
−Removed: 2 to Controlled Equity Offering Sales Agreement, dated February 3, 2015, by and between the Registrant and Cantor Fitzgerald & Co.
−Removed: February 3, 2015
−Removed: Fifth Amendment to Lease Agreement with Peninsula Innovation Partners, LLC, dated March 30, 2015.
−Removed: April 1, 2015
−Removed: Fifth Amendment to Lease Agreement with Peninsula Innovation Partners, LLC, dated March 30, 2015.
−Removed: April 1, 2015
−Removed: Second Amendment to Lease Agreement with Peninsula Innovation Partners, LLC, dated March 30, 2015.
−Removed: April 1, 2015
−Removed: Second Amendment to Lease Agreement with Peninsula Innovation Partners, LLC, dated March 30, 2015.
−Removed: April 1, 2015
−Removed: Second Amendment to Lease Agreement with Peninsula Innovation Partners, LLC, dated March 30, 2015.
−Removed: April 1, 2015
−Removed: Second Amendment to Lease Agreement with Peninsula Innovation Partners, LLC, dated March 30, 2015.
−Removed: April 1, 2015
−Removed: Third Amendment to Lease Agreement with Peninsula Innovation Partners, LLC, dated March 30, 2015.
−Removed: April 1, 2015
−Removed: Lease Amendment Agreement by and between the Registrant and Peninsula Innovation Partners, LLC, dated July 23, 2015
−Removed: August 5, 2015
−Removed: Incorporated by reference herein
+Added: Change in Control and Severance Agreement by and between the Registrant and Susan G.
+Added: Kim effective September 28, 2020
+Added: November 2, 2020
+Added: Form of Change in Control and Severance Agreement for executive officers
+Added: Filed herewith
+Added: Letter Relating to Employment Terms by and between the Registrant and Christian O.
+Added: Henry effective September 14, 2020
+Added: Filed herewith
+Added: Change in Control and Severance Agreement by and between the Registrant and Christian O.
+Added: Henry effective September 14, 2020
+Added: Filed herewith
+Added: Amended Change in Control and Severance Agreement by and between the Registrant and Christian O.
+Added: Henry dated February 3, 2021
+Added: Filed herewith
+Added: Letter Relating to Employment Terms by and between the Registrant and Mark Van Oene effective January 8, 2021
+Added: Filed herewith
+Added: Letter Relating to Employment Terms by and between the Registrant and Peter Fromen effective January 8, 2021
+Added: Filed herewith
Lease Agreement by and between the Registrant and Menlo Park Portfolio II, LLC, dated July 22, 2015.
August 5, 2015
−Removed: Second Lease Amendment Agreement by and between the Registrant and Peninsula Innovation Partners, LLC, dated June 10, 2016.
−Removed: August 4, 2016
First Amendment to Lease Agreement by and between the Registrant and Menlo Park Portfolio II, LLC, dated December 23, 2016.
March 6, 2017
−Removed: Third Lease Amendment Agreement by and between the Registrant and Peninsula Innovation Partners, LLC, dated January 27, 2017.
−Removed: March 6, 2017
−Removed: Fourth Lease Amendment Agreement by and between the Registrant and Peninsula Innovation Partners, LLC, dated May 31, 2017.
−Removed: August 2, 2017
−Removed: Fifth Lease Amendment Agreement by and between the Registrant and Peninsula Innovation Partners, LLC, dated September 28, 2017.
−Removed: November 2, 2017
−Removed: Agreement by and among Pacific Biosciences of California, Inc., Il l umina, Inc.
+Added: Agreement by and among Pacific Biosciences of California, Inc., Illumina, Inc.
and FC Ops Corp.
1 unchanged sentence
January 2, 2020
+Added: Development and Commercialization Agreement by and between the Registrant and Invitae Corporation dated January 12, 2021
+Added: Filed herewith
+Added: Investment Agreement, dated as of February 9, 2021, between Pacific Biosciences of California, Inc.
+Added: and SB Northstar LP.
+Added: February 9, 2021
+Added: Exclusive License Agreement by and between the Registrant and Cornell Research Foundation, Inc., dated as of February 1, 2004
+Added: Filed herewith
List of Subsidiaries of the Registrant
12 unchanged sentences
Furnished herewith
−Removed: XBRL Instance Document
+Added: XBRL Instance Document (the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document)
Filed herewith
9 unchanged sentences
Filed herewith
+Added: Cover Page Interactive File (formatted as inline XBRL and contained in Exhibit 101)
+Added: Filed herewith
+ Indicates management contract or compensatory plan
1 unchanged sentence
These portions have been omitted and have been filed separately with the Securities and Exchange Commission.
+Added: †† Certain confidential information contained in this Exhibit was omitted by means of marking such portions with brackets because the identified confidential information (i) is not material and (ii) would be competitively harmful if publicly disclosed.
* The certifications attached as Exhibit 32.1 and 32.2 that accompany this Annual Report on Form 10-K are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Pacific Biosciences of California, Inc.
3 unchanged sentences
P ACIFIC B IOSCIENCES OF C ALIFORNIA , I NC .
−Removed: / S / S USAN K.
−Removed: Executive Vice President, Chief Financial Officer and Principal Accounting Officer
February 26, 2021
+Added: /s/ S USAN G.
+Added: Chief Financial Officer
+Added: February 26, 2021
+Added: Vice President and Chief Accounting Officer
POWER OF ATTORNEY
−Removed: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Michael Hunkapiller and Susan K.
−Removed: Barnes, jointly and severally, as his or her true and lawful attorney-in-fact and agent, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any and all amendments to this Annual Report on Form 10-K, and to perform any acts necessary in order to file the same, with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requested and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or their or his or her substitutes, shall do or cause to be done by virtue hereof.
+Added: KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below hereby constitutes and appoints Christian O.
+Added: Henry, Susan G.
+Added: Kim, Brett Atkins and Eric E.
+Added: Schaefer, jointly and severally, as his or her true and lawful attorney-in-fact and agent, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any and all amendments to this Annual Report on Form 10-K, and to perform any acts necessary in order to file the same, with all exhibits thereto and other documents in connection therewith with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requested and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or their or his or her substitutes, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons on behalf of the Registrant in the capacities and on the dates indicated.
−Removed: /s/ Michael Hunkapiller
−Removed: Michael Hunkapiller
−Removed: Executive Chairman, Chief Executive Officer and President
+Added: /s/ Christian O.
+Added: Director, Chief Executive Officer
+Added: and President (Principal Executive Officer)
February 26, 2021
−Removed: Executive Vice President, Chief Financial Officer and Principal Accounting Officer
+Added: Chief Financial Officer
+Added: (Principal Financial Officer)
February 26, 2021
+Added: Vice President and Chief Accounting Officer (Principal Accounting Officer)
+Added: February 26, 2021
+Added: Chairman of the Board of Directors
+Added: February 26, 2021
/s/ David Botstein
3 unchanged sentences
February 26, 2021
−Removed: /s/ Christian Henry
−Removed: Christian Henry
+Added: /s/ Michael Hunkapiller
+Added: Michael Hunkapiller
February 26, 2021
1 unchanged sentence
February 26, 2021
−Removed: February 2 8 , 20 20
/s/ Marshall L.
February 26, 2021
−Removed: /s/ Kathy Ordoñez
−Removed: Kathy Ordoñez
+Added: /s/ Kathy Ordoñez
+Added: Kathy Ordoñez
February 26, 2021
2 unchanged sentences
Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.