sc13d

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, S7ZXGqac5JvPec0jG18q4lqZQjLkcSoqRTDhvBqM3bw5o/t7vykTT5PUo1b89fim tsBH8zlh1Ys2N2KWERKRiw== 0001326932-06-000193.txt : 20060612 0001326932-06-000193.hdr.sgml : 20060612 20060612140412 ACCESSION NUMBER: 0001326932-06-000193 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20060612 DATE AS OF CHANGE: 20060612 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SEQUENOM INC CENTRAL INDEX KEY: 0001076481 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 770365889 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-60383 FILM NUMBER: 06899452 BUSINESS ADDRESS: STREET 1: 3595 JOHN HOPKINS CT CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 8582029000 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: SIEMENS AKTIENGESELLSCHAFT CENTRAL INDEX KEY: 0001135644 STANDARD INDUSTRIAL CLASSIFICATION: TELEPHONE COMMUNICATIONS (NO RADIO TELEPHONE) [4813] IRS NUMBER: 000000000 STATE OF INCORPORATION: I9 FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: WITTELSBACHERPLATZ 2 D-80333 MUNICH STREET 2: FEDERAL REPUBLIC OF GERMANY CITY: GERMANY STATE: I9 ZIP: 00000 BUSINESS PHONE: 4908963634840 MAIL ADDRESS: STREET 1: WITTELSBACHERPLATZ 2 STREET 2: FEDERAL REPUBLIC OF GERMANY CITY: MUNICH STATE: I9 ZIP: 80333 SC 13D 1 f01307sc13d.htm SCHEDULE 13D sc13d

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. )*

Sequenom, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

817337108

(CUSIP Number)

Kevin M. Royer, Esq.
Siemens Corporation
153 East 53 Street, 56th Floor
New York, NY 10022
(212) 258-4151

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

May 31, 2006

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7(b) for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not
required to respond unless the form displays a currently valid OMB control number.

TABLE OF CONTENTS


	Item 1. Security and Issuer
	Item 2. Identity and Background
	Item 3. Source and Amount of Funds or Other Consideration
	Item 4. Purpose of Transaction
	Item 5. Interest in Securities of the Issuer
	Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	Item 7. Material to be Filed as Exhibits
SIGNATURE
Exhibit A
Exhibit B
Exhibit F

CUSIP No.  859823106

1. Name of Reporting Person. I.R.S. Identification No. of above person   SIEMENS VENTURE CAPITAL GMBH

2. Check the Appropriate Box if a Member of a Group

(a) o

(b) þ

3. SEC Use Only

4. Source of Funds     AF

5. Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) o

6. Citizenship or Place of Organization     Federal Republic of Germany

Number of
Shares
Beneficially
Owned by
Each Reporting
Person With

7. Sole Voting Power 3,878,788

8. Shared Voting Power 0

9. Sole Dispositive Power 3,878,788

10. Shared Dispositive Power 0

11. Aggregate Amount Beneficially Owned by Each Reporting Person 3,878,788

12. Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares o

13. Percent of Class Represented by Amount in Row (11) 11.1%

14. Type of Reporting Person CO

(Page 2 of 10 Pages)

CUSIP No. 859823106



	1.	Name of Reporting Person. I.R.S. Identification No. of above person SIEMENS AKTIENGESELLSCHAFT

	2.	Check the Appropriate Box if a Member of a Group
		(a)	o
		(b)	þ

	3.	SEC Use Only

	4.	Source of Funds WC

	5.	Check Box if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e)			o

	6.	Citizenship or Place of Organization Federal Republic of Germany

Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power	3,878,788

			8.	Shared Voting Power	0

			9.	Sole Dispositive Power	3,878,788

			10.	Shared Dispositive Power	0

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person			3,878,788

	12.	Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares			o

	13.	Percent of Class Represented by Amount in Row (11)			11.1%

	14.	Type of Reporting Person			CO

(Page 3 of 10 Pages)


Item 1.		Security and Issuer

		This Schedule 13D (the “Schedule 13D”) relates to the common stock, par value $0.001 per share (the “Common Stock”), of Sequenom, Inc., a Delaware corporation (the “Issuer”). The address of the principal executive offices of the Issuer is 3595 John Hopkins Court, San Diego, California 92121.


Item 2.		Identity and Background

		This Schedule 13D is being filed jointly by the following persons (each, individually, a “Reporting Person” and collectively the “Reporting Persons”): (1) Siemens Venture Capital GmbH, a company with limited liability organized under the laws of the Federal Republic of Germany (“Siemens Venture Capital”) and (2) Siemens Aktiengesellschaft, a stock corporation organized under the laws of the Federal Republic of Germany (“Siemens AG”). Siemens Venture Capital’s business address is Wittelsbacherplatz 2, D-80333 Munich, Germany, Siemens AG’s business address is Wittelsbacherplatz 2, D-80333 Munich, Germany. Siemens Venture Capital is a direct wholly owned subsidiary of Siemens AG. The agreement among the Reporting Persons relating to the joint filing of this statement is attached as Exhibit A hereto.

		The principal business of Siemens Venture Capital is to identify and fund investments in emerging and innovative technologies that will enhance the core business scope of the Siemens group, particularly in equipment for telecommunications and networking, medical diagnostics, industrial automation, power generation, automotive electronics, rail transportation systems, water technologies, and lighting.

		Siemens AG’s business is based in electronics and electrical engineering with strong market positions in equipment for telecommunications and networking, industrial automation, power generation, medical diagnostics, rail transportation systems, automotive electronics, water technologies, and lighting.

		The name, business address, citizenship and present principal occupation or employment of each member of the Managing Board and Supervisory Board of Siemens AG and each Managing Director and Executive Officer of Siemens Venture Capital are set forth on Exhibit B hereto and are incorporated herein by reference. During the last five years, none of the Reporting Persons nor, to the best of each Reporting Persons’ knowledge, any person on Exhibit B has been (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which proceeding such Reporting Person or person is or was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.


Item 3.		Source and Amount of Funds or Other Consideration

		As more fully described in Item 4 hereof, pursuant to the Purchase Agreement (as defined below), the Reporting Persons will acquire beneficial ownership of the Shares and the Warrants (each as defined below) for aggregate consideration of approximately $4,000,000 for the Shares and $3,054,546.60 for the Warrants when exercised. The funds used for the purchase of such securities were obtained from the working capital of Siemens AG.

(Page 4 of 10 Pages)


Item 4.		Purpose of Transaction

		On March 27, 2006, the Issuer entered into a Securities Purchase Agreement with Com Vest Investment Partners II LLC (“Com Vest”), LB I Group Inc. (“LBIG”) and Pequot Private Equity Fund IV, L.P. (“Pequot”) that provides for the sale of common stock and warrants to purchase common stock. On March 30, 2006, the Issuer, Com Vest, LBIG and Pequot amended and restated the Securities Purchase Agreement (as amended, the “Purchase Agreement”) to add Siemens Venture Capital (Siemens Venture Capital collectively with Com Vest, LBIG and Pequot, the “Purchasers”) as a fourth investor. Pursuant to the terms of the Purchase Agreement as later adjusted to give effect to a 1-for-3 reverse stock split effected on June 1, 2006, the Issuer agreed to issue and sell to Siemens Venture Capital, and Siemens Venture Capital agreed to purchase, (i) 2,424,242 shares of Common Stock (the “Shares”) and (ii) warrants to purchase up to 1,454,546 shares of Common Stock (the “Warrants”) at an exercise price of $2.10 per share, in each case, subject to certain adjustments in accordance with the terms of the Purchase Agreement and the Warrants. The Warrants will contain certain anti-dilution protections and other adjustment provisions, will be immediately exercisable when issued and will remain exercisable for seven years.

		The Purchase Agreement contains certain customary closing conditions, including the requisite approval of the stockholders of the Issuer. The Purchase Agreement provides that, following the closing of the transactions contemplated by the Purchase Agreement (the “Transactions”), each Purchaser holding 10% or more of the then outstanding Common Stock shall have the right to nominate one director for election to the Board, subject to compliance with relevant Nasdaq rules and regulations and subject to the approval of such nominees by the nominating and corporate governance committee of the Board. Upon such nominations, the Issuer would be obligated to use commercially reasonable efforts to place such nominees on the slate of directors presented to its stockholders at each meeting at which directors are elected.

		In connection with the Transactions, the Issuer agreed to seek approval from its stockholders (the “Stockholder Approval”) to: (i) approve (a) the Transactions, and (b) an increase in the authorized number of shares of Common Stock from 75,000,000 shares to 185,000,000 shares; and (ii) to amend its certificate of incorporation and bylaws to remove the classification of its Board effective upon the closing of the Transactions (the “Declassification Proposal”). The Issuer agreed to use commercially reasonable efforts to call a meeting of its stockholders to be held within 60 days after the closing of the Transactions (the “Closing”) for the purpose of seeking stockholder approval of the following matters if the stockholders have not approved such matters prior to the Closing: (1) the Declassification Proposal; (2) the amendment of the Issuer’s bylaws to remove certain supermajority approval requirements, to permit stockholders holding a majority of the outstanding shares of Common Stock to call special meetings of stockholders and to permit stockholders to act by written consent; and (3) either the adoption of a new equity incentive plan or the amendment of the Issuer’s existing equity incentive plan to increase the number of shares reserved for issuance thereunder. Following the Closing and until the Issuer’s bylaws have been amended consistent with the foregoing matters, the Issuer has agreed to use commercially reasonable efforts to call a special meeting of stockholders to be held within 60 days following the written request of at least two of the three directors nominated by the Purchasers to seek approval from its stockholders of the foregoing matters or any other matter that at least three directors request be submitted to the stockholders for approval.

(Page 5 of 10 Pages)


		On May 31, 2006, the Issuer’s shareholders approved the Transactions, the increase in the authorized number of shares of Common Stock from 75,000,000 to 185,000,000 shares, the Declassification Proposal and the adoption of a new equity incentive plan to increase the number of shares reserved for issuance thereunder. The Issuer’s shareholders also approved an amendment to the Issuer’s Certificate of Incorporation to effect a reverse stock split of the Issuer’s Common Stock.

		In connection with the Transactions, the Issuer also agreed to enter into a registration rights agreement with the Purchasers (the “Registration Rights Agreement”) as a condition to the Closing, pursuant to which the Issuer will be required to, among other things, prepare and file a shelf registration statement (or other form of registration statement as is then available) to effect a registration within 30 days after the issuance of the Shares and the Warrants covering the resale of (i) the Shares and shares of Common Stock issuable upon exercise of the Warrants, (ii) the shares of Common Stock and the shares of Common Stock issuable upon exercise of the warrants issued to the other Purchasers, and (iii) any other securities of the Issuer or its successor issued or issuable in exchange therefor (the “Registrable Securities”). The Issuer will be required to keep such registration statement effective until the earlier of: (x) the second anniversary of the date that such registration statement is first declared effective by the SEC (the “Effective Date”); (y) such time as all Registrable Securities covered by such registration statement have been sold pursuant to any registration statement, Rule 144 of the Securities Act of 1933, as amended (the “Act”) or any exemption from registration under the Act; or (z) such time as all of the Registrable Securities covered by such registration statement may be sold in open market transactions pursuant to Rule 144(k) of the Act.

		On March 27, 2006, the Issuer also entered into an amendment (the “Rights Agreement Amendment”) of the Rights Agreement, dated as of October 21, 2001 (the “Rights Agreement”), by and between the Issuer and American Stock Transfer & Trust Company, which provides that the execution of the Purchase Agreement does not trigger any obligation to issue right certificates and that the Rights Agreement and all rights thereunder shall terminate immediately prior to the Closing.

		Copies of the Purchase Agreement, the Form of Registration Rights Agreement and the Rights Agreement Amendment are incorporated by reference herein as Exhibits C, D and E, respectively. The descriptions herein of such agreements are qualified in their entirety by reference to such agreements.

		Except as set forth above, the Reporting Persons have no present plans or proposals which would result in or relate to any of the transactions described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.

		The Reporting Persons intend to continue to review their investment in the Issuer from time to time and may determine to purchase or sell additional shares of Common Stock or warrants to purchase Common Stock from time to time to the extent permitted by the agreements described herein and applicable law. Any action or actions the Reporting Persons might undertake in respect of their Shares or Warrants will be dependent upon the Reporting Persons’ review of numerous factors, including, among other things, the price level and liquidity of the Common Stock; general market and economic conditions; ongoing evaluation of the Issuer’s business, financial condition, operations and prospects; the relative attractiveness of alternative business and investment opportunities; tax considerations; and other factors and future developments.

(Page 6 of 10 Pages)


Item 5.		Interest in Securities of the Issuer

		(a)-(b) After consummation of the Transactions, Siemens Venture Capital beneficially owns 3,878,788 shares of Common Stock, representing approximately 11.1% of shares of Common Stock outstanding as of June 2, 2006 (consisting of (i) 2,424,242 shares of Common Stock issuable to Siemens Venture Capital, and (ii) 1,454,546 shares of Common Stock issuable to Siemens Venture Capital upon exercise of the Warrants). Siemens Venture Capital has sole voting and dispositive power with respect to such shares. For purposes of this Schedule 13D, Siemens AG is also reported as having sole voting and dispositive power over such Shares by virtue of its control over Siemens Venture Capital. As Siemens Venture Capital’s sole shareholder, Siemens AG may be deemed to own all such Shares and Warrants beneficially.

		To the best of the Reporting Persons’ knowledge, none of the persons set forth in Exhibit B beneficially owns any shares of Common Stock.


(c)		Except for the information set forth in Item 4, there have been no transactions in shares of Common Stock by any of the Reporting Persons, or to the best of the Reporting Person’s knowledge, any of the persons set forth in Exhibit B during the past 60 days.

(d)		Not applicable.

(e)		Not applicable.


Item 6.		Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

		Reference is made to the Purchase Agreement, the Form of Registration Rights Agreement and the Rights Agreement Amendment, which are incorporated as Exhibits C, D and E and which are incorporated herein by reference.

		In connection with the transactions contemplated by the Purchase Agreement, the Issuer agreed to issue the Warrants to Siemens Venture Capital. The Warrants have a term of seven years and are exercisable in whole or in part at any time after the Closing at an exercise price of $2.10 per share, subject to adjustment for any further reverse split of the Issuer’s Common Stock, certain dilutive equity issuances and for stock splits, stock dividends, mergers, reclassifications, reorganizations and other similar events. Cashless exercise is permitted. The warrant issued to Siemens Venture Capital by the Issuer dated June 2, 2006 (the “Warrant”) is included as Exhibit F and the description herein of the Warrants is qualified in its entirety by reference to the Warrant.

		Other than the foregoing, neither the Reporting Persons nor, to the best of the Reporting Persons’ knowledge, any of the persons set forth on Exhibit B have any agreements, arrangements, understandings or relationships with respect to securities of the Issuer.

(Page 7 of 10 Pages)


Item 7.		Material to be Filed as Exhibits


Exhibit
Number		Description of Exhibit
Exhibit A		Joint Filing Agreement.

Exhibit B		List of Directors and Executive Officers of each Reporting Person.

Exhibit C		Amended and Restated Securities Purchase Agreement, dated March 30, 2006, by and among the Issuer and the Purchasers (incorporated by reference to Exhibit 99.1 to the Issuer’s Form 8-K, dated March 30, 2006 (filed April 3, 2006)).

Exhibit D		Form of Registration Rights Agreement (incorporated by reference to Exhibit 99.2 to the Issuer’s Form 8-K (filed April 3, 2006)).

Exhibit E		Amendment of Rights Agreement, dated as of March 27, 2006, by and between the Issuer and American Stock Transfer & Trust Company (incorporated by reference to Exhibit 99.5 to the Issuer’s Form 8-K, dated March 27, 2006 (filed March 28, 2006)).

Exhibit F		Warrant, dated June 2, 2006.

(Page 8 of 10 Pages)

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to Siemens Venture Capital GmbH is true, complete and correct.


Dated: June 12, 2006

SIEMENS VENTURE CAPITAL GMBH

By:	/s/ DR. RALF SCHNELL

	Name:	Dr. Ralf Schnell
	Title:	CEO

By:	/s/ THOMAS KOLBINGER

	Name:	Thomas Kolbinger
	Title:	CFO

(Page 9 of 10 Pages)

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement with respect to Siemens Aktiengesellschaft is true, complete and correct.


Dated: June 12, 2006

SIEMENS AKTIENGESELLSCHAFT

By:	/s/ DOMINIK ASAM

	Name:	Dominik Asam
	Title:	Corporate Vice President and Treasurer

By:	/s/ DR. WERNER SCHICK

	Name:	Dr. Werner Schick
	Title:	Senior Counsel

(Page 10 of 10 Pages)

EX-99.1 2 f01307exv99w1.htm EXHIBIT A exv99w1

Exhibit A

Joint Filing Agreement

In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, the undersigned hereby agree to the joint filing with each other of a statement on Schedule 13D (including all amendments thereto) (the “Statement”) with respect to the common stock, par value $0.001, of Sequenom, Inc., and further agree that this Joint Filing Agreement be included as an exhibit to such Statement. In evidence whereof, the undersigned, being duly authorized, hereby execute this Joint Filing Agreement as of this 12^th day of June, 2006.


SIEMENS VENTURE CAPITAL GMBH

By:	/s/ DR. RALF SCHNELL
	Name:	Dr. Ralf Schnell
	Title:	CEO

By:	/s/ THOMAS KOLBINGER
	Name:	Thomas Kolbinger
	Title:	CFO

SIEMENS AKTIENGESELLSCHAFT

By:	/s/ DOMINIK ASAM
	Name:	Dominik Asam
	Title:	Corporate Vice President and Treasurer

By:	/s/ DR. WERNER SCHICK
	Name:	Dr. Werner Schick
	Title:	Senior Counsel

EX-99.2 3 f01307exv99w2.htm EXHIBIT B exv99w2

Exhibit B

The name, position, present principal occupation, citizenship and business address of each managing director and executive officer of Siemens Venture Capital GmbH are set forth below.


	Position with Siemens Venture Capital
Name and Citizenship	GmbH and Principal Occupation	Business Address
Dr. Ralf Schnell Federal Republic of Germany	Managing Director and CEO, Siemens Venture Capital GmbH	Siemens Venture Capital GmbH Wittelsbacherplatz 2 D-80333 Munich Germany

Thomas Kolbinger Federal Republic of Germany	Managing Director and CFO, Siemens Venture Capital GmbH	Siemens Venture Capital GmbH Wittelsbacherplatz 2 D-80333 Munich Germany

The name, position and citizenship of each director and executive officer of Siemens Aktiengesellschaft are set forth below.

SIEMENS AKTIENGESELLSCHAFT MANAGING BOARD


	Position with Siemens AG and
Name and Citizenship	Principal Occupation	Business Address
Dr. Klaus Kleinfeld* Federal Republic of Germany	President and CEO	Siemens AG Wittelsbacherplatz 2 D-80333 Munich Germany

Johannes Feldmayer* Federal Republic of Germany	Executive Vice-President	Siemens AG Wittelsbacherplatz 2 D-80333 Munich Germany

Dr. Thomas Ganswindt* Federal Republic of Germany	Executive Vice-President	Siemens AG Wittelsbacherplatz 2 D-80333 Munich Germany

Joe Kaeser* Federal Republic of Germany	Executive Vice-President and CFO	Siemens AG Wittelsbacherplatz 2 D-80333 Munich Germany

Prof. Dr. Edward G. Krubasik* Federal Republic of Germany	Executive Vice-President	Siemens AG Wittelsbacherplatz 2 D-80333 Munich Germany

Rudi Lamprecht* Federal Republic of Germany	Executive Vice-President	Siemens AG Wittelsbacherplatz 2 D-80333 Munich Germany

Eduardo Montes Spain	Senior Vice-President	Siemens AG Wittelsbacherplatz 2 D-80333 Munich Germany

Dr. Jürgen Radomski* Federal Republic of Germany	Executive Vice-President	Siemens AG Wittelsbacherplatz 2 D-80333 Munich Germany

Prof. Dr. Erich R. Reinhardt Federal Republic of Germany	Senior Vice-President	Siemens AG Wittelsbacherplatz 2 D-80333 Munich Germany


	Position with Siemens AG and
Name and Citizenship	Principal Occupation	Business Address
Dr. Hermann Requardt Federal Republic of Germany	Senior Vice-President	Siemens AG Wittelsbacherplatz 2 D-80333 Munich Germany

Dr. Uriel J. Sharef* Federal Republic of Germany	Executive Vice-President	Siemens AG Wittelsbacherplatz 2 D-80333 Munich Germany

Prof. Dr. Claus Weyrich Federal Republic of Germany	Senior Vice-President	Siemens AG Wittelsbacherplatz 2 D-80333 Munich Germany

Prof. Dr. Klaus Wucherer* Federal Republic of Germany	Executive Vice President	Siemens AG Wittelsbacherplatz 2 D-80333 Munich Germany

Member of the Corporate Executive Committee of the Managing Board.

SIEMENS AKTIENGESELLSCHAFT SUPERVISORY BOARD


	Position with Siemens AG and
Name and Citizenship	Principal Occupation	Business Address
Prof. Dr. Heinrich v. Pierer Federal Republic of Germany	Chairman of the Supervisory Board, Siemens AG	Siemens AG Wittelsbacherplatz 2 D-80333 Munich Germany

Ralf Heckmann Federal Republic of Germany	First Deputy Chairman of the Supervisory Board, Siemens AG Chairman of the Central Works Council Siemens AG	Siemens AG c/o Chairman of the Supervisory Board Wittelsbacherplatz 2 D-80333 Munich Germany

Dr. Josef Ackerman Switzerland	Second Deputy Chairman of the Supervisory Board, Siemens AG Chairman of the Management Board, Deutsche Bank AG	Siemens AG c/o Chairman of the Supervisory Board Wittelsbacherplatz 2 D-80333 Munich Germany

Lothar Adler Federal Republic of Germany	Deputy Chairman of the Central Works Council, Siemens AG	Siemens AG c/o Chairman of the Supervisory Board Wittelsbacherplatz 2 D-80333 Munich Germany

Gerhard Bieletzki Federal Republic of Germany	Chairman of the Works Council, Siemens AG, Dortmund facility	Siemens AG c/o Chairman of the Supervisory Board Wittelsbacherplatz 2 D-80333 Munich Germany

John David Coombe United Kingdom	Chartered Accountant (FCA)	Siemens AG c/o Chairman of the Supervisory Board Wittelsbacherplatz 2 D-80333 Munich Germany


	Position with Siemens AG and
Name and Citizenship	Principal Occupation	Business Address
Hildegard Cornudet Federal Republic of Germany	Chairperson of the Central Works Council, Siemens Business Services GmbH & Co. OHG	Siemens AG c/o Chairman of the Supervisory Board Wittelsbacherplatz 2 D-80333 Munich Germany

Dr. Gerhard Cromme Federal Republic of Germany	Chairman of the Supervisory Board, ThyssenKrupp AG	Siemens AG c/o Chairman of the Supervisory Board Wittelsbacherplatz 2 D-80333 Munich Germany

Birgit Grube Federal Republic of Germany	Office clerk, Siemens AG	Siemens AG c/o Chairman of the Supervisory Board Wittelsbacherplatz 2 D-80333 Munich Germany

Heinz Hawreliuk Federal Republic of Germany	Head of the Company Codetermination Department, IG Metall	Siemens AG c/o Chairman of the Supervisory Board Wittelsbacherplatz 2 D-80333 Munich Germany

Berthold Huber Federal Republic of Germany	Deputy Chairman, IG Metall	Siemens AG c/o Chairman of the Supervisory Board Wittelsbacherplatz 2 D-80333 Munich Germany

Prof. Dr. Walter Kröll Federal Republic of Germany	Consultant	Siemens AG c/o Chairman of the Supervisory Board Wittelsbacherplatz 2 D-80333 Munich Germany

Wolfgang Müller Federal Republic of Germany	Head of Siemens team, IG Metall	Siemens AG c/o Chairman of the Supervisory Board Wittelsbacherplatz 2 D-80333 Munich Germany


	Position with Siemens AG and
Name and Citizenship	Principal Occupation	Business Address
Georg Nassauer Federal Republic of Germany	Chairman of the Combined Works Council, Siemens AG	Siemens AG c/o Chairman of the Supervisory Board Wittelsbacherplatz 2 D-80333 Munich Germany

Thomas Rackow Federal Republic of Germany	Industrial manager, Siemens AG	Siemens AG c/o Chairman of the Supervisory Board Wittelsbacherplatz 2 D-80333 Munich Germany

Dr. Albrecht Schmidt Federal Republic of Germany	Managing Bank Director (ret.)	Siemens AG c/o Chairman of the Supervisory Board Wittelsbacherplatz 2 D-80333 Munich Germany

Dr. Henning Schulte-Noelle Federal Republic of Germany	Chairman of the Supervisory Board, Allianz AG	Siemens AG c/o Chairman of the Supervisory Board Wittelsbacherplatz 2 D-80333 Munich Germany

Peter von Siemens Federal Republic of Germany	Industrial manager	Siemens AG c/o Chairman of the Supervisory Board Wittelsbacherplatz 2 D-80333 Munich Germany

Jerry I. Speyer USA	President, TishmanSpeyer Properties	Siemens AG c/o Chairman of the Supervisory Board Wittelsbacherplatz 2 D-80333 Munich Germany

Lord Iain Vallance of Tummel United Kingdom	Chairman, Nations Healthcare Ltd.	Siemens AG c/o Chairman of the Supervisory Board Wittelsbacherplatz 2 D-80333 Munich Germany

EX-99.6 4 f01307exv99w6.htm EXHIBIT F exv99w6

Exhibit F

NEITHER THIS WARRANT NOR ANY SECURITY INTO WHICH IT IS CONVERTIBLE OR FOR WHICH IT IS EXERCISABLE HAS BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), NOR UNDER ANY APPLICABLE STATE SECURITIES LAWS. THIS WARRANT HAS BEEN ACQUIRED FOR INVESTMENT AND NEITHER THIS WARRANT NOR ANY SECURITY INTO WHICH IT IS CONVERTIBLE OR FOR WHICH IT IS EXERCISABLE MAY BE SOLD OR TRANSFERRED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION OF THEM UNDER THE ACT OR AN OPINION OF COUNSEL OR OTHER EVIDENCE ACCEPTABLE TO THE COMPANY THAT SUCH SALE OR TRANSFER IS EXEMPT FROM REGISTRATION UNDER THE ACT.

WARRANT
TO PURCHASE COMMON STOCK OF
SEQUENOM, INC.

THIS WARRANT IS MADE AND DELIVERED PURSUANT TO A CERTAIN AMENDED AND RESTATED SECURITIES PURCHASE AGREEMENT, DATED AS OF MARCH 30, 2006, AND SUBJECT TO THE TERMS AND CONDITIONS THEREOF.


Certificate No. CW-4		Date of Issuance: June 2, 2006
		Expiration Date: June 1, 2013

This Warrant is issued to SIEMENS VENTURE CAPITAL GMBH (the “Holder”) by SEQUENOM, INC., a Delaware corporation (the “Company”), pursuant to the terms of that certain Amended and Restated Securities Purchase Agreement (the “Purchase Agreement”) dated as of March 30, 2006, in reliance upon an exemption from registration pursuant to Section 4(2) of the Securities Act;

THIS CERTIFIES THAT, for value received, the receipt and sufficiency of which is hereby acknowledged:

Subject to the conditions set forth herein and in the Purchase Agreement, the Holder, with an address at 801 Boylston Street, 5^th Floor, Boston, Massachustetts 02116 (Attention: Andrew Jay), is entitled, upon surrender of this Warrant at the principal office of the Company, to subscribe for and purchase from the Company, for a period of seven (7) years after the date hereof and ending at 5:00 p.m. New York, NY time on June 1, 2013 (the “Exercise Period”), up to 1,454,546 shares of Common Stock at the Per Share Exercise Price (the “Warrant Shares”). All capitalized terms used but not defined herein shall have the meaning set forth in the Purchase Agreement.

This Warrant is subject to the following provisions, terms and conditions:

1. Definitions.

1.1 “Additional Shares of Common Stock” shall have the meaning set forth in Section 4(c).

1.2 “Board” shall mean the Board of Directors of the Company.

1.3 “Business Day” means any day that is not a Saturday, a Sunday, a Company holiday or other day on which banks are required or authorized by Law to be closed in The City of New York.

1.4 “Common Stock” shall mean the shares of common stock, par value $0.001, of the Company, or any other securities of the Company which may be issued in exchange for or in substitution of such shares.

1.5 “Commission” shall mean the U.S. Securities and Exchange Commission or any other governmental authority at the time administering the Securities Act.

1.6 “Company” shall have the meaning specified in the introduction to this Warrant, and shall include any successor corporation or business entity resulting from the merger, consolidation or conversion of the Company.

1.7 “Convertible Securities” shall mean any evidences of Indebtedness, shares (other than Common Stock) or other securities, or instruments convertible into or exchangeable or exercisable for Common Stock.

1.8 “Current Price per Share” shall mean the average of the closing sales prices, if available, or the average of the bid and asked prices for the Common Stock on the Trading Market for the ten (10) full Trading Days preceding the day which is two (2) Business Days prior to the day of exercise, or if no such price is available, then a price that is mutually agreed upon by the Holder and the Company. If the Holder and the Company cannot agree upon a mutually acceptable price, then such price shall be determined by a written appraisal of a recognized firm of investment bankers who shall be selected by the Company and shall be reasonably acceptable to the Holder. The determination of such independent appraiser shall be conclusive and binding on the Holder and the Company.

1.9 “Exempt Issuance” means the issuance or deemed issuance of (a) shares of Common Stock or other securities issued or issuable to employees, officers, or directors of the Company pursuant to any stock or option plan duly adopted by a majority of the independent members of the Board (as defined in Nasdaq’s Marketplace Rule 4200(a)(15)) or a majority of the members of a compensation committee of the Board, (b) shares of Common Stock issued or issuable upon the exercise of or conversion of any Convertible Securities or Options issued and outstanding as of the date hereof, or (c) shares of Common Stock issued or issuable hereunder, pursuant to the Purchase Agreement, or under any other warrant issued pursuant to the Purchase Agreement, or upon the exercise of such warrant in part or the transfer or assignment of such warrant or as a substitute warrant.

1.10 “Fair Market Price per Share” shall mean the fair value of a share of Common Stock, as determined by a majority of the Board in good faith, which determination shall be described in a duly adopted board resolution certified by the Company’s Secretary or Assistant Secretary.

1.11 “Options” shall mean rights, options, or warrants to subscribe for, purchase or otherwise acquire either Common Stock or Convertible Securities.

1.12 “Original Issue Date” shall mean the date of the Closing of the transactions contemplated by the Purchase Agreement.

1.13 “Per Share Exercise Price” shall mean $2.10, as may be adjusted in accordance with Section 4 hereof.

1.14 “Registration Statement” shall have the meaning set forth in the Registration Rights Agreement dated as of June 2, 2006 between the Company and the Purchasers named therein.

1.15 “Securities Act” shall mean the Securities Act of 1933, as amended, or any similar or successor federal statute, and the rules and regulations of the Commission thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Act shall include a reference to the comparable section, if any, of any such similar or successor federal statute.

1.16 “Trading Market” means the principal trading market of the Common Stock, including any of the NASD Over The Counter Bulletin Board, NASDAQ Capital Market, the NASDAQ National Market, the American Stock Exchange or the New York Stock Exchange.

1.17 “Warrant” shall mean and include this Warrant and any Warrant hereafter issued as a consequence of the exercise or transfer of this Warrant in whole or in part.

1.18 “Warrant Shares” shall mean the shares of Common Stock issued upon any exercise of this Warrant.

2. Payment upon Exercise; Issuance of Certificates; No Fractional Shares.

(a) This Warrant may be exercised during the Exercise Period, in whole or in part, by the surrender of this Warrant with and completion of the Election to Exercise attached hereto (the “Election”) duly executed to the Company, during normal business hours on any Business Day, at the address and in the manner set forth in Section 11 hereof, or at such other place as is designated in writing by the Company. Except for exercises made pursuant to Section 3, such executed Election must be accompanied by payment in an amount equal to the applicable Per Share Exercise Price multiplied by the number of Warrant Shares for which this Warrant is being exercised. Such payment may be made by check payable to the order of the Company. The Company agrees that the Warrant Shares so purchased shall be and are deemed to be issued to the Holder or its designee (subject to the transfer restrictions applicable to this Warrant) as the record owner of such Warrant Shares as of the close of business on the date on which an Election has been made in compliance with this Warrant.

(b) Certificates for the Warrant Shares so purchased, representing the aggregate number of securities specified in the Election, shall be delivered to the Holder or its designee within a reasonable time, not exceeding five (5) Business Days after this Warrant shall have been duly exercised. The stock certificate or certificates so delivered shall be in such denominations as may be requested by the Holder and shall be registered in the name of the Holder or such other name as shall be designated by the Holder (subject to the transfer restrictions applicable to this Warrant and the Warrant Shares). The Company shall pay all expenses and charges payable in connection with the preparation, execution and delivery of stock certificates pursuant to this Section 2, except that, in case such stock certificates shall be registered in a name or names other than the Holder or the Holder’s designee, funds sufficient to pay all stock transfer taxes which shall be payable in connection with the execution and delivery of such stock certificates shall be paid by the Holder to the Company at the time of delivery of such stock certificates by the Company.

(c) This Warrant shall be exercisable only for a whole number of Warrant Shares. No fractions of such securities, or scrip for any such fraction of securities, shall be issued upon the exercise of this Warrant. The Company shall pay a cash adjustment in respect of such fractional interest in an amount equal to the Current Price per Share of one share of Warrant Shares at the time of such exercise multiplied by such fraction computed to the nearest whole cent.

3. Cashless Exercise. At any time during the Exercise Period, the Company agrees that:

(a) The Holder may exercise this Warrant by surrendering it to the Company and receiving, in exchange therefor, the number of shares of Common Stock then issuable upon exercise of that portion of the Warrant to be exercised less the number of shares of Common Stock equal to the quotient of the aggregate Per Share Exercise Price of all such shares of Common Stock underlying that portion of the Warrant to be exercised divided by the Current Price per Share.

(b) Concurrent with the occurrence of any event described in Section 4(a) for cash, the Holder may exercise this Warrant by surrendering it to the Company in exchange for the amount of cash per share the Holder would be entitled to receive after the happening of such event if this Warrant had been exercised immediately prior to the close of business on such record date or effective date, as applicable, less the applicable aggregate Per Share Exercise Price.

4. Adjustment Provisions. The Per Share Exercise Price shall be subject to adjustment from time to time as provided in this Section 4. In the event that any adjustment of the Per Share Exercise Price as required herein results in a fraction of a cent, such Per Share Exercise Price shall be rounded up or down to the nearest cent. The Per Share Exercise Price and number and kind of shares or other securities to be issued upon exercise determined pursuant to this Warrant shall be subject to adjustment from time to time upon the happening of certain events while this exercise right remains outstanding, as follows:

(a) Reclassifications, Reorganizations and Mergers. Except as otherwise provided by Section 4(b), in case of any reclassification or change of the Common Stock or any reorganization of the Company (or any other corporation the securities of which are at the time issuable upon the exercise of this Warrant) or any similar corporate reorganization or the consolidation or merger of the Company with or into another corporation (other than a merger solely to effect a change of domicile of the Company), or the sale or other disposition of all or substantially all the properties and assets of the Company to any other person at any time during the Exercise Period, then and in each such case the Holder, upon the exercise hereof at any time after the consummation of such reclassification, change, consolidation, reorganization, merger, sale or disposition, shall be entitled to receive, in lieu of the Warrant Shares, the securities or other property to which the Holder would have been entitled upon such consummation if the Holder had exercised this Warrant immediately prior thereto, all subject to further adjustment as provided in Section 4 hereof.

(b) Stock Splits, Combinations and Dividends. If the shares of Common Stock are subdivided or combined into a greater or smaller number of shares of Common Stock, or if a dividend is paid on the Common Stock or any preferred stock issued by the Company in shares of Common Stock, the Per Share Exercise Price shall be proportionately reduced in case of subdivision of shares or stock dividend or proportionately increased in the case of combination of shares, in each such case by the ratio which the total number of shares of Common Stock outstanding immediately after such event bears to the total number of shares of Common Stock outstanding immediately prior to such event.

(i) Adjustment of the Per Share Exercise Price upon issuance of Additional Shares of Common Stock. If and whenever the Company issues or sells (or pursuant to Section 4(c)(ii) is deemed to issue) any shares of Common Stock which are not issued or deemed issued pursuant to an Exempt Issuance (such issued and deemed issued shares, “Additional Shares of Common Stock”) for an effective price per share of less than the then Per Share Exercise Price in effect on the date of and immediately prior to such issuance or for no consideration (such issuances collectively, a “Dilutive Issuance”), then, the Per Share Exercise Price shall be reduced, concurrently with such issuance, to a price (calculated to the nearest cent) determined by multiplying the Per Share Exercise Price then in effect by the following fraction:

A + B

(A + B) + [((C — D) x B) / C]


A =		Total number of shares of Common Stock outstanding immediately prior to such issuance or deemed issuance (determined as set forth in the paragraph below)

B =		Total number of Additional Shares of Common Stock issued or deemed issued

C =		Per Share Exercise Price in effect immediately prior to such issuance or deemed issuance

D =		The price at which Additional Shares of Common Stock are issued or deemed issued

For the purposes of the above calculation, the number of shares of Common Stock outstanding immediately prior to such issuance shall be calculated on a fully diluted basis, as if all Convertible Securities having an exercise or conversion price equal to or below the Current Price per Share had been fully converted into shares of Common Stock immediately prior to such issuance and this Warrant, any outstanding Options having an exercise or conversion price equal to or below the Current Price per Share and any outstanding Convertible Securities having an exercise or conversion price equal to or below the Current Price per Share had been fully exercised immediately prior to such issuance (and the resulting securities fully converted into shares of Common Stock, if so convertible) as of such date but not including in such calculation any additional shares of Common Stock issuable with respect to this Warrant, Convertible Securities or outstanding Options solely as a result of the adjustment of the Per Share Exercise Price (or other conversion ratios) resulting from the issuance of Additional Shares of Common Stock causing such adjustment. For the purposes of the foregoing, outstanding Options shall be deemed to include (without duplication) any Options issued to directors, officers, employees or advisors of, or consultants to, the Company in accordance with plans or other arrangements approved by the Board, to the extent such Options have an exercise price equal to or below the Current Price per Share. Notwithstanding the foregoing, for the purpose of the above calculation, Convertible Securities shall at all times be deemed to include this Warrant and all other outstanding warrants issued either pursuant to the Purchase Agreement or upon the exercise of such warrant in part or the transfer or assignment of such warrant or as a substitute warrant.

(ii) Deemed Issue of Additional Shares of Common Stock. In the event the Company at any time or from time to time after the Original Issue Date shall issue any Options or Convertible Securities, then the maximum number of shares (as set forth in the instrument relating thereto without regard to any provisions contained therein designed to protect against dilution) of Common Stock issuable upon the exercise of such Options or, in the case of Convertible Securities and Options therefor, the conversion or exchange of such Convertible Securities, shall be deemed to be Additional Shares of Common Stock issued as of the time of such issuance of Options or Convertible Securities; provided, however, that Additional Shares of Common Stock shall not be deemed to have been issued unless the consideration per share (determined pursuant to Section 4(c)(iii) hereof) of such Additional Shares of Common Stock would be less than the Per Share Exercise Price in effect on the date of and immediately prior to such issuance of Options or Convertible Securities, or such record date, as the case may be; and provided further that in any such case in which Additional Shares of Common Stock are deemed to be issued:

(A) no further adjustments in the Per Share Exercise Price shall be made upon the subsequent issue of Convertible Securities or shares of Common Stock upon the exercise of such Options or conversion or exchange of such Convertible Securities;

(B) if such Options or Convertible Securities by their terms provided, with the passage of time or otherwise, for any increase in the consideration payable to the Company, or decrease in the number of shares of Common Stock issuable, upon the exercise, conversion or exchange thereof, the Per Share Exercise Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon any such increase or decrease becoming effective, be recomputed to reflect such increase or decrease insofar as it affects such Options or the rights of conversion or exchange under such Convertible Securities.

(C) Upon the expiration of any such Options or any rights of conversion or exchange under such Convertible Securities which shall not have been exercised, the Per Share Exercise Price computed upon the original issue thereof (or upon the occurrence of a record date with respect thereto), and any subsequent adjustments based thereon, shall, upon such expiration, be recomputed as if:

a. in the case of Convertible Securities or Options for Common Stock, the only Additional Shares of Common Stock issued were the shares of Common Stock, if any, actually issued upon the exercise of such Options or the conversion or exchange of such Convertible Securities and the consideration received therefor was the consideration actually received by the Company for the issue of all such Options, whether or not exercised, plus the consideration actually received by the Company upon such exercise, or for the issue of all such Convertible Securities which were actually converted or exchanged, plus additional consideration, if any, actually received by the Company upon such conversion or exchange, and

b. in the case of Options for Convertible Securities, on the Convertible Securities, if any, actually issued upon the exercise thereof were issued at the time of issue of such Options and the consideration received by the Company for Additional Shares of Common Stock deemed to have been then issued was the consideration actually received by the Company for the issue of all such Options, whether or not exercised, plus the consideration deemed to have been received by the Company (determined pursuant to Section 4(c)(ii)) upon the issue of the Convertible Securities with respect to which such Options were actually exercised;

(D) no readjustment pursuant to Sections 4(c)(ii)(B) or (C) above shall have the effect of increasing the Per Share Exercise Price to an amount which exceeds the lower of (1) the Per Share Exercise Price on the original adjustment date, or (2) the Per Share Exercise Price that would have resulted from any issuance of Additional Shares of Common Stock between the original adjustment date and such readjustment date; and

(E) in the case of any Options which expire by their terms not more than sixty (60) days after the date of issue thereof, no adjustment of the Per Share Exercise Price shall be made, until the expiration or exercise of all such Options, whereupon such adjustment shall be made in the same manner provided in Section 4(c)(ii)(C) above.

(iii) Determination of Consideration. For purposes of Section 4(c)(i), the consideration received by the Company for the issuance of any Additional Shares of Common Stock shall be computed as follows:

(A) Cash and Property. Such consideration shall:

a. insofar as it consists of cash, be computed at the aggregate amount of cash received by the Company, excluding amounts paid or payable for accrued interest or accrued dividends and before deduction of reasonable commissions, underwriting discounts or allowances or other reasonable expenses paid or incurred by the Company in connection with such issuance, grant or sale;

b. insofar as it consists of services, goods or other property other than cash, be computed at the fair value thereof at the time of such issue, except where such consideration consists of securities, in which case the amount of consideration received by the Company will be the fair market value (closing bid price, if traded on any market) thereof as of the date of receipt; and

c. in the event Additional Shares of Common Stock are issued together with other shares or securities or other assets of the Company for consideration which covers both cash and services, goods or other property other than cash, be in the proportion of such consideration so received, computed as provided in clauses a. and b. above. The fair market value of any consideration other than cash or securities will be determined in good faith by the Board.

(B) Options and Convertible Securities. The consideration per share received by the Company for Additional Shares of Common Stock deemed to have been issued pursuant to Section 4(c)(ii) relating to Options and Convertible Securities, shall be determined by dividing:

a. the total amount, if any, received or receivable by the Company as consideration for the issue of such Options or Convertible Securities, plus the maximum aggregate amount of additional consideration (as set forth in the instruments relating thereto, without regard to any provision contained therein designed to protect against dilution) payable to the Company upon the exercise of such Options or the conversion or exchange of such Convertible Securities, or in the case of Options for Convertible Securities, the exercise of such Options for Convertible Securities and the conversion or exchange of such Convertible Securities; by

b. the maximum number of shares of Common Stock (as set forth in the instruments relating thereto, without regard to any provision contained therein designed to protect against dilution) issuable upon the exercise of such Options or the conversion or exchange of such Convertible Securities.

(d) Exceptions to Adjustment of Per Share Exercise Price. Notwithstanding the foregoing, no adjustment will be made under this Section 4 in respect of an Exempt Issuance.

(e) Written Notice. The Company shall give written notice to the Holder within ten (10) days following the consummation of any transaction within the scope of this Section 4 and provide in such written notice a brief description of the terms and conditions of such transaction.

(f) Minimal Adjustments. No adjustment in a Per Share Exercise Price need be made if such adjustment would result in a change in such Per Share Exercise Price of less than one cent ($0.01). Any adjustment of less than one cent ($0.01) which is not made shall be carried forward and shall be made at the time of and together with any subsequent adjustment which, on a cumulative basis, amounts to an adjustment of one cent ($0.01) or more in a Per Share Exercise Price or upon any exercise of this Warrant.

5. Issue Tax. The issuance of certificates for the Warrant Shares upon the exercise of this Warrant shall be made without charge to the Holder for any issuance tax in respect thereof, provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the Holder.

6. Transferability and Assignment. Except as set forth in this Section 6 and subject to compliance with applicable federal and state securities laws, and to the extent applicable, the parties may not assign their rights and obligations under this Warrant except in accordance with Section 4.1 of the Purchase Agreement. In the event the Holder proposes to effect an assignment, the Holder must present this Warrant to the Company for transfer, accompanied by a duly completed and executed Form of Assignment (as provided at the end hereof), the transferee must agree to be bound by the terms of this Warrant as if such transferee were an original holder of this Warrant, and the Holder must deliver to the Company an opinion of counsel of the Holder in form reasonably satisfactory to the Company that the transfer may be properly made under an exemption from registration under the Securities Act and applicable state securities laws. Upon any registration of transfer, the Company shall execute and deliver a new Warrant certificate to the person entitled thereto. In the event of a partial transfer or partial exercise of this Warrant, the Company shall execute and deliver a new Warrant certificate to the Holder representing the remainder of the Warrant Shares held by the Holder. In the event the Warrant is transferred, the subsequent holder shall have no greater rights than those afforded the Holder hereunder. Any transfer made in violation of this Section 6 shall be void.

7. Reservation of Warrant Shares. The Company shall, at all times when this Warrant shall be outstanding, reserve and keep available out of its authorized but unissued stock, for the purpose of effecting the exercise of this Warrant, such number of its duly authorized shares of capital stock as shall from time to time be sufficient to effect the exercise of this Warrant. Alternatively, the Company shall take all action necessary to cause it to be authorized to issue all necessary shares issuable upon exercise of this Warrant. All shares of capital stock which may be issued in connection with the exercise of this Warrant will, upon issuance by the Company, be validly issued, fully paid and non-assessable.

8. Mutilated or Missing Warrant Certificate. In case the certificate evidencing this Warrant shall be mutilated, lost, stolen or destroyed, the Company shall, at the request of the Holder, issue and deliver in exchange and substitution for and upon cancellation of the mutilated certificate, or in lieu of and in substitution for the certificate lost, stolen or destroyed, a new Warrant certificate of like tenor and representing the equivalent rights and interests, but only upon receipt of evidence reasonably satisfactory to the Company of such loss, theft or destruction of such Warrant. Applicants for such substitute Warrant certificate shall also comply with such other reasonable requirements and pay such other reasonable charges as the Company may prescribe. The Holder shall pay all taxes and all other expenses and charges payable in connection with the preparation, execution and delivery of Warrants pursuant to this Section 8.

9. No Rights as a Stockholder. Prior to the exercise of the Warrant, nothing contained herein shall be construed as conferring upon the Holder or its transferees any rights as a stockholder of the Company, including the right to vote, receive dividends, consent or receive notices as a stockholder in respect of any meeting of stockholders for the election of directors of the Company or any other matter.

10. Legend. The Warrant Shares issued upon exercise of this Warrant shall be subject to a stop transfer order and the certificate or certificates evidencing such Warrant Shares shall bear the following legend:

11. Notices. Any notice or other communication required or permitted to be given hereunder shall be in writing and shall be mailed by certified mail, return receipt requested, or by Federal Express, Express Mail or similar overnight delivery or courier service or delivered (in person or by telecopy, telex or similar telecommunications equipment) against receipt to the party to whom it is to be given, (i) if to the Company, addressed to Sequenom, Inc., 3595 John Hopkins Court, San Diego, California 92121-1331, Attention: Chief Financial Officer, Facsimile No. (858) 202-9001, with copies to: Cooley Godward LLP, 4401 Eastgate Mall, San Diego, California 92121-1909, Attn: D. Bradley Peck, Facsimile No. (858) 550-6420 (ii) if to the Holder, at the address set forth above, or (iii) in either case, to such other address as the party shall have furnished in writing in accordance with the provisions of this Section 11. Notice to the estate of any party shall be sufficient if addressed to the party as provided in this Section 11. Any notice or other communication given by certified mail shall be deemed given at the time of certification thereof, except for a notice changing a party’s address which shall be deemed given at the time of receipt thereof. Any notice given by other means permitted by this Section 11 shall be deemed given at the time of receipt thereof.

12. Governing Law. This Warrant shall be construed in accordance with the laws of the State of New York, without regard to principles governing conflicts of law. Any action or proceeding arising out of or relating to this Warrant shall be commenced in a federal or state court having competent jurisdiction in the State of New York, and for the purpose of any such action or proceeding, each of the Company and the Holder and any assignee of the Holder submits to the personal jurisdiction of the State of New York The parties hereby irrevocably consent to the exclusive jurisdiction of any state or federal court for New York County in the State of New York or the Southern District of New York. The parties hereby waive any objection to venue and any objection based on a more convenient forum in any action instituted under this Warrant.

13. Remedies. The Company stipulates that the remedies at law of the Holder in the event of any default or threatened default by the Company in the performance of or compliance with any of the terms of this Warrant are not and will not be adequate, and that such terms may be specifically enforced by a decree for the specific performance of any agreement contained herein or by an injunction against a violation of any of the terms hereof or otherwise.

14. Amendments; Waivers. The terms and provisions of this Warrant may only be amended, modified, waived, terminated or altered by written consent of the Company and the Holder; provided, however, that any term or provision of this Warrant (other than the number of Warrant Shares, the definition of the Exercise Period, Section 1.13, Section 4 or this Section 14) may be amended, modified, waived, terminated or altered by written consent of the Company and the holders of at least eighty percent (80%) of the Warrant Shares issuable upon the exercise of all outstanding warrants issued either pursuant to the Purchase Agreement or upon the exercise of any such warrant in part or the transfer or assignment of any such warrant or as a substitute warrant. Notwithstanding the foregoing, any amendment, modification, waiver, termination or alteration hereof shall require the approval in advance of a majority of the directors of the Company who are unaffiliated with the Holder or the holders of the other outstanding warrants issued either pursuant to the Purchase Agreement or upon the exercise of any such warrant in part or the transfer or assignment of any such warrant or as a substitute warrant. Any such amendment, modification, waiver, termination or alteration effected pursuant to this Section 14 shall be binding upon the Holder, the Company and the successors and assigns of the parties.

15. Headings. The descriptive headings of the several sections of this Warrant are inserted for purposes of reference only, and shall not affect the meaning or construction of any of the provisions hereof.

[Remainder of Page Intentionally Left Blank]

Dated: June __, 2006

SEQUENOM, INC.

By: /s/ Harry Stylli
Harry Stylli
President and Chief Executive Officer

ACKNOWLEDGED AND ACCEPTED:

SIEMENS VENTURE CAPITAL GMBH


By:	/s/ Thomas Kolbinger

	Name:	Thomas Kolbinger
	Title:	CFO


By:	/s/ Ralf Schnell

	Name:	Ralf Schnell
	Title:	CEO

[Signature Page to Warrant]

FORM OF ASSIGNMENT

(To be executed by the registered holder if such holder desires to transfer the attached Warrant.)

FOR VALUE RECEIVED, hereby sells, assigns, and transfers unto Warrants to purchase shares of of Sequenom, Inc. (the “Company”), together with all right, title, and interest therein, and does hereby irrevocably constitute and appoint attorney to transfer such Warrant on the books of the Company, with full power of substitution.

Dated:

Signature:

NOTICE

The signature on the foregoing Assignment must correspond to the name as written upon the face of this Warrant in every particular, without alteration or enlargement or any change whatsoever.


To:		Sequenom, Inc.
		3595 John Hopkins Court
		San Diego, California 92121-1331

ELECTION TO EXERCISE

The undersigned hereby exercises his or its rights to purchase Warrant Shares covered by the within Warrant certificate and tenders payment herewith in the amount of $ in accordance with the terms thereof, and requests that certificates for such securities be issued in the name of, and delivered to:

(Print Name, Address and Social Security or Tax Identification Number)

The undersigned also hereby represents that the representations and warranties provided by the undersigned in Section 3.2 of the Purchase Agreement are true and correct in all material respects as if made on and as of the date hereof.

Signature:

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	SEQUENOM, INC.
	By:	/s/ Harry Stylli
		Harry Stylli
		President and Chief Executive Officer