8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): July 17, 2006

SOLEXA, INC.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

000-22570
(Commission File No.) 94-3161073
(IRS Employer Identification No.)

25861 Industrial Blvd.
Hayward, California 94545
(Address of principal executive offices and zip code)

Registrant’s telephone number, including area code: (510) 670-9300

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

TABLE OF CONTENTS

	Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
	Item 9.01. Financial Statements and Exhibits.
SIGNATURE
EXHIBITS
EXHIBIT 10.52
EXHIBIT 10.53
EXHIBIT 99.1

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On July 19, 2006, Solexa, Inc. (“Solexa”) announced that Brock M. Siegel, Ph.D., age 58, had joined as its Chief Operating Officer with responsibility for all manufacturing operations, including supply chain management and product distribution services. For the past fifteen years, Dr. Siegel has served in various senior management positions at Applied Biosystems, Inc. (“ABI”), most recently as its Vice President, Quality and Process Excellence. ABI markets instrument-based systems and consumables for the life science industry.

Solexa entered into a letter agreement (the “Letter Agreement”) with Dr. Siegel dated as of June 12, 2006. Under the terms of the Letter Agreement, Dr. Siegel will receive an initial base salary of $275,000 per year, an annual bonus with a target of up to 35% of base salary pursuant to the terms of Solexa’s 2005-2006 Bonus Plan, and a grant of 156,000 shares of restricted common stock of Solexa pursuant to the terms of Solexa’s 2005 Equity Incentive Plan. Dr. Siegel will also be eligible to receive a bonus under any subsequently adopted bonus plan of Solexa applicable to his position with Solexa at the time of determination and in accordance with the terms thereof. The restricted stock granted to Dr. Siegel will vest over a four-year period, with 25% becoming vested on the completion of the first year of continuous service with Solexa, and 1/12 of the remaining shares vesting upon the completion of each quarter-year of continuous service with Solexa thereafter, until fully vested. A copy of the Letter Agreement is attached hereto as Exhibit 10.52 and is incorporated herein by reference. A copy of the press release announcing the appointment of Dr. Siegel is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Solexa also entered into an indemnity agreement (the “Indemnity Agreement”) with Dr. Siegel dated as of July 17, 2006. The Indemnity Agreement provides, among other things, that Solexa will indemnify Dr. Siegel, under the circumstances and to the extent provided for therein, for certain expenses which he may be required to pay in connection with certain claims to which he may be made a party by reason of his position at Solexa, and otherwise to the fullest extent permitted under Delaware law and Solexa’s Bylaws.

The Indemnity Agreement is attached as Exhibit 10.53 hereto and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

10.52	Letter Agreement, dated as of June 12, 2006, by and between Solexa, Inc. and Brock Siegel.
10.53	Indemnity Agreement, dated as of July 17, 2006, by and between Solexa, Inc. and Brock Siegel.
99.1	Press Release, dated July 19, 2006, entitled “Solexa Names Brock Siegel Chief Operating Officer.”

SIGNATURE

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

	SOLEXA, INC.
Dated: July 19, 2006	By:	/s/ Linda Rubinstein
		Name:	Linda Rubinstein
		Title:	Vice President and Chief Financial Officer

EXHIBITS

10.52	Letter Agreement, dated as of June 12, 2006, by and between Solexa, Inc. and Brock Siegel.
10.53	Indemnity Agreement, dated as of July 17, 2006, by and between Solexa, Inc. and Brock Siegel.
99.1	Press Release, dated July 19, 2006, entitled “Solexa Names Brock Siegel Chief Operating Officer.”

EX-10.52

Exhibit 10.52

June 8, 2006

Dr. Brock Siegel

Dear Brock:

     We are pleased to offer you a position as the Chief Operating Officer of Solexa, Inc. (“Solexa” or the “Company”). The terms of your employment are as follows:

     Your start date with the Company will be July 17, 2006 (the “Start Date”). You will perform all duties customarily associated with the position of Chief Operating Officer, and all other job responsibilities reasonably assigned to you, and will report directly to the Chief Executive Officer. You shall perform your duties at the Company’s Hayward, California offices, subject to reasonable travel to the Company’s U.K. offices and elsewhere, from time to time.

     You will receive a base salary at the rate of $22,916.67 per month (equivalent to an annual salary rate of $275,000), less payroll deductions and required withholdings. As an exempt, salaried employee, you will not be eligible for overtime compensation.

     During your employment with Solexa, you will be eligible to earn an annual bonus of up to thirty-five percent (35%) of your base salary (the “Bonus”), subject to applicable payroll deductions and withholdings. You will be eligible to earn a Bonus for your 2006 services (prorated based on the number of full months of your employment service during this year) pursuant to the terms and conditions of the Company’s current 2005-2006 Bonus Plan, a copy of which will be delivered to you under separate cover. Thereafter, you will be eligible to receive the Bonus on the terms and conditions of any subsequently adopted Bonus Plan applicable to your position, in effect from time to time; provided that you must remain in active service with the Company through December 31 of each calendar year and through and including the Bonus payment date in order to be eligible to earn a Bonus. The Company, at its sole discretion, shall determine whether you have earned a Bonus and the amount of the Bonus, if any. Unless otherwise expressly provided in any duly adopted Bonus Plan and except as expressly provided herein, no prorated Bonus may be earned or paid. The Company reserves the right to modify, supersede or terminate the terms of any Bonus Plan at any time, in its sole discretion.

     As part of this employment offer, you will be awarded one hundred and fifty-six thousand (156,000) shares of restricted common stock of the Company (the “Stock Award”) pursuant to the Company’s 2005 Equity Incentive Plan, as may be amended from time to time (the “Plan”). The Stock Award shall be subject to the terms of the Plan and a Stock Award Agreement to be issued to you. The Stock Award shall vest over a four year period, with twenty-five percent (25%) of the shares subject to the Stock Award vesting upon your completion of one (1) year of continuous employment service with the Company, and 1/12th of the remaining shares vesting for each quarter of continuous employment service thereafter.

     As a Company employee, you will also be eligible to participate in all Company benefit plans and programs applicable to similarly situated executive employees of the Company generally, pursuant to the terms, conditions and limitations of those benefit plans and Company policy, including (but not limited to) group medical insurance, paid vacation and sick leave, and paid holidays. A summary of available benefit plans is enclosed.

     As a Solexa employee, you will be required to abide by all Company rules and regulations in effect from time to time, including the Company’s Code of Conduct. You will also be required to sign an acknowledgment that you have read, understand, and will comply with the Company’s Employee Handbook. In your work for the Company, you will be expected not to use or disclose any confidential information, including trade secrets, of any former employer or other person to whom you have an obligation of confidentiality. Rather, you will be expected to use only that information which is generally known and used by persons with training and experience comparable to your own, which is common knowledge in the industry or otherwise legally in the public domain, or which is otherwise provided or developed by the Company. You agree that you will not bring onto Company premises any unpublished documents or property belonging to any former employer or other person to whom you have an obligation of confidentiality. You hereby represent that you have disclosed to Solexa any contract you have signed that may restrict your activities on behalf of the Company.

     Your employment with Solexa is at-will, meaning that you may terminate your employment at any time and for any reason whatsoever simply by notifying Solexa. Likewise, Solexa may terminate your employment at any time, with or without cause and with or without advance notice. The Company also retains sole discretion to make all other decisions concerning your employment (e.g. position, title, reporting relationship, transfers, job duties and responsibilities, compensation, benefits or any other managerial decisions) with or without cause, and with or without advance notice. This at-will employment relationship cannot be changed except in writing, signed by you and a duly authorized Company officer.

     On your first day at Solexa you will be required to sign the documents listed below. Please see Linda Marks for completion of these documents:

1. Proprietary Information and Inventions Agreement. Signing this agreement is a condition of our offer of employment, and compliance with this agreement is a condition of continued employment. A copy has been enclosed.

2. Employment Eligibility Verification (I-9) Form. In compliance with the Immigration Reform and Control Act of 1986, our offer of employment is subject to satisfactory proof of your identity and right to work in the United States. You will be required to complete the enclosed I-9 form and provide us with original documentation as outlined in Section 2 (copy enclosed) to verify your identity and eligibility for employment in the United States. It is very important that you remember to bring the necessary identification documents on the Start Date.

     The employment terms set forth in this Agreement, and the enclosed Proprietary Information and Inventions Agreement, constitute the complete and exclusive statement of the subject matter hereof, and supersede any agreements or promises made to you by anyone, whether oral or written. Changes in your employment terms, other than those changes, if any, expressly reserved to the Company’s discretion in this Agreement, require a written modification signed by you and a duly authorized officer of Solexa. If you have any questions, please contact me.

Welcome to Solexa! We look forward to working with you.

Sincerely,

/s/ John West  

John West 

Chief Executive Officer 

Enclosures

     Please sign below indicating your acceptance of this offer of employment on the terms set forth above, and return the original to our office by June 16, 2006 in the enclosed self-addressed, stamped envelope.

Brock Siegel	/s/ Brock Siegel
Name (print)	Signature
June 12, 2006	July 17, 2006
Date Signed	Start Date

EX-10.53

Exhibit 10.53

INDEMNITY AGREEMENT

     THIS AGREEMENT is made and entered into as of the 17th day of July, 2006 by and between SOLEXA, INC., a Delaware corporation (the “Corporation”), and BROCK SIEGEL (the “Agent”).

RECITALS

     WHEREAS, Agent will perform a valuable service to the Corporation in his capacity as Chief Operating Officer of the Corporation;

     WHEREAS, the stockholders of the Corporation have adopted bylaws (the “Bylaws”) providing for the indemnification of the directors, officers, employees and other agents of the Corporation, including persons serving at the request of the Corporation in such capacities with other corporations or enterprises, as authorized by the Delaware General Corporation Law, as amended (the “Code”); and

     WHEREAS, the Bylaws and the Code, by their non-exclusive nature, permit contracts between the Corporation and its agents, officers, employees and other agents with respect to indemnification of such persons;

     NOW, THEREFORE, in consideration of Agent’s service as an officer of the Corporation after the date hereof, the parties hereto agree as follows:

AGREEMENT

     1. Services to the Corporation. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as Chief Operating Officer of the Corporation; provided, however, that Agent may at any time and for any reason resign from such position or any other position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation shall have no obligation under this Agreement to continue Agent in such position or any other position.

     2. Indemnity of Agent. The Corporation hereby agrees to hold harmless and indemnify Agent to the fullest extent authorized or permitted by the provisions of the Bylaws and the Code, as the same may be amended from time to time (but, only to the extent that such amendment permits the Corporation to provide broader indemnification rights than the Bylaws or the Code permitted prior to adoption of such amendment).

     3. Additional Indemnity. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 4 hereof, the Corporation hereby further agrees to hold harmless and indemnify Agent:

          (a) from and against any and all Expenses (as defined below) paid or payable by Agent in connection with or in respect of a Claim (as defined below). “Claim” means any threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or any inquiry, hearing or investigation, whether instituted by the Corporation or any other party, that Agent in good faith believes might lead to the institution of any such action, suit, proceeding or alternative dispute resolution whether civil, criminal, administrative, investigative or otherwise, each of the foregoing by reason of the fact that Agent is, was or at any time becomes a director, officer, employee or other agent of Corporation, or is or was serving or at any time serves at the written request of the Corporation as a director, officer,

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employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise. “Expense” means any and all expenses (including attorneys’ fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts paid or incurred by Agent in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness in or participate in any Claim; any and all judgments, fines, losses, liabilities, penalties, and amounts paid in settlement of any such claim; and

          (b) otherwise to the fullest extent as may be provided to Agent by the Corporation under the non-exclusivity provisions of the Code and Section 42 of the Bylaws.

     4. Limitations on Additional Indemnity.

          (a) No indemnity pursuant to Section 3 hereof shall be paid by the Corporation:

               (i) on account of any claim against Agent for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto (the “Exchange Act”) or similar provisions of any federal, state or local statutory law;

               (ii) on account of Agent’s conduct that was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;

               (iii) on account of Agent’s conduct that constituted a breach of Agent’s duty of loyalty to the Corporation or resulted in any personal profit or advantage to which Agent was not legally entitled;

               (iv) for which payment actually has been made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;

               (v) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or

               (vi) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

          (b) Within thirty (30) days of receipt of a notice pursuant to Section 7, the Corporation (or the Independent Legal Counsel, if applicable) shall make an initial good faith determination of Agent’s entitlement to indemnification pursuant to this Agreement and shall notify Agent (and the Corporation, if Independent Legal Counsel is making such determination) promptly of such determination. If at any time thereafter the Corporation (or the Independent Legal Counsel, as applicable) in good faith determines that any indemnification requested pursuant to this Agreement is prohibited pursuant to Section 4(a), the Corporation shall promptly provide notice of such determination to Agent (and the Corporation, if applicable). Any determination by the Corporation pursuant to this

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Section 4(b) shall be made by the Corporation’s Board of Directors.

     5. Continuation of Indemnity. All agreements and obligations of the Corporation contained herein shall continue during the period Agent is a director, officer, employee or other agent of the Corporation (or is or was serving at the written request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Agent shall be subject to any possible Claim.

     6. Partial Indemnification. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the Expenses that Agent pays or incurs in connection with Claim even if Agent is not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.

     7. Notification and Defense of Claim. Not later than thirty (30) days after receipt by Agent of notice of any Claim, Agent will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement of such Claim; provided, however, that no failure to provide such notice shall be deemed to reduce or limit the obligations of the Corporation under this Agreement unless (and only to the extent that) such failure materially prejudices the Corporation. The omission so to notify the Corporation will not relieve it from any liability which it may have to Agent otherwise than under this Agreement. With respect to any Claim as to which Agent notifies the Corporation of the commencement thereof:

          (a) The Corporation will be entitled to participate therein at its own expense;

          (b) Except as otherwise provided below, the Corporation may, at its option and jointly with any other indemnifying party similarly notified and electing to assume such defense, assume the defense thereof, with counsel reasonably satisfactory to Agent. After notice from the Corporation to Agent of its election to assume the defense thereof, the Corporation will not be liable to Agent under this Agreement for any legal fees and expenses subsequently incurred by Agent in connection with the defense thereof except for reasonable costs of investigation or otherwise as provided below. Agent shall have the right to employ separate counsel in such action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Agent unless (i) the employment of counsel by Agent has been authorized by the Corporation, (ii) Agent shall have reasonably concluded that there may be a conflict of interest between the Corporation and Agent in the conduct of the defense of such action (which conclusion may be made at any time during the pendency of the proceeding) or (iii) the Corporation shall not in fact have employed or continue to employ counsel to assume the defense of such action, in each of which cases the fees and expenses of Agent’s separate counsel shall be at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any Claim brought by or on behalf of the Corporation (except for a shareholders’ derivative suit brought nominally in the name of the Corporation) or as to which Agent shall have made the conclusion provided for in clause (ii) above;

          (c) The Corporation shall not be liable to indemnify Agent under this Agreement for any amounts paid in settlement of any Claim effected without its written consent, which shall not be unreasonably withheld. The Corporation shall be permitted to settle any Claim except that it shall not settle any Claim without Agent’s prior written consent (which may be given or withheld in Agent’s sole discretion) in any manner which (a) would impose any penalty or limitation on Agent or (b) would admit any liability or, misconduct by Agent;

          (d) If there is a Change in Control (as defined below) of the Corporation, then with

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respect to all matters thereafter arising concerning the rights of Agent to indemnity expense payments and/or advances under this Agreement or any other agreement or Corporation Bylaw now or hereafter in effect, the Corporation shall seek legal advice only from Independent Legal Counsel (defined below) selected by Agent and approved by the Corporation (which approval shall not be unreasonably withheld). Such counsel, among other things, shall render its written opinion to the Corporation and Agent as to whether and to what extent Agent would be permitted to be indemnified under applicable law. The Corporation shall pay the reasonable fees of such Independent Legal Counsel and fully indemnify such counsel against any and all expenses (including attorneys’ fees), claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto;

          (e) For purposes of this Section, a “Change in Control” shall be deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Corporation or a corporation owned directly or indirectly by the stockholders of the Corporation in substantially the same proportions as their ownership of the stock of the Corporation, becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of the Corporation representing 20% or more of the total voting power represented by the Corporation’s then outstanding voting securities, (ii) during any period of two consecutive years, individuals who at the beginning of such period constitute the Board of Directors of the Corporation and any new director whose election by the Board of Directors or nomination for election by the Corporation’s stockholders was approved by a vote of at least two-thirds (2/3) of the directors still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved, cease for any reason to constitute a majority thereof, (iii) the stockholders of the Corporation approve a merger or consolidation of the Corporation with any other corporation, other than a merger or consolidation that would result in the voting securities of the Corporation outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 80% of the total voting power represented by the voting securities of the Corporation or such surviving entity outstanding immediately after such merger or consolidation, or (iv) the stockholders or the Corporation approve a plan of complete liquidation of the Corporation or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or substantially all of the Corporation’s assets; and

          (f) For purposes of this Section, “Independent Legal Counsel” shall be defined as an attorney or firm of attorneys, selected in accordance with this Section, who have not otherwise performed services for the Corporation or Agent within the last five years (other than as Independent Legal Counsel under this Agreement or of other agents of the Corporation under similar indemnity agreements).

     8. Expenses. The Corporation shall advance, promptly following request therefore, all expenses incurred by Agent in connection with a Claim (an “Expense Advancement”). Notwithstanding the foregoing, (i) the obligations of Corporation under this Section 8 shall be subject to the condition that the Corporation (or Independent Legal Counsel, if applicable) shall not have determined in good faith (in a written opinion, in the case of Independent Legal Counsel) pursuant to Section 4(b) that Agent would not be permitted to be indemnified under this Agreement, and (ii) the obligation of the Corporation to make an Expense Advancement shall be subject to the condition that if, when and to the extent that the Corporation (or Independent Legal Counsel, if applicable) determines that Agent would not be permitted to be indemnified under this Agreement, the Corporation shall be entitled to be reimbursed by Agent for all such amounts theretofore paid, and (iii) the corporation shall have received an undertaking by or on behalf of Agent to repay said amounts if it shall be determined ultimately that Agent is not entitled to be indemnified under the provisions of this Agreement, the Bylaws, the Code or otherwise; provided, however, that if Agent has commenced or thereafter commences a legal proceeding in a court of competent jurisdiction to secure a determination that Agent should be indemnified under this Agreement,

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any determination made by the Corporation (or Independent Legal Counsel, if applicable) that Agent should not be indemnified under this Agreement shall not be binding, the Corporation shall pay the Expenses or Expense Advancement for which Agent seeks payment in such legal proceeding (subject to potential reimbursement by Agent) and Agent shall not be required to reimburse the Corporation for any Expenses or Expense Advancement until a final judicial determination is made with respect thereto. Agent’s obligation to reimburse the Corporation for any Expense Advancement shall be unsecured and no interest shall be charged thereon.

     9. Enforcement. Any right to indemnification or advances granted by this Agreement to Agent shall be enforceable by or on behalf of Agent in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefore. It shall be a defense to any action for which a claim for indemnification is made under Section 3 hereof (other than an action brought to enforce a claim for expenses pursuant to Section 8 hereof, provided that the required undertaking has been tendered to the Corporation) that Agent is not entitled to indemnification because of the limitations set forth in Section 4 hereof. Neither the failure of the Corporation (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Agent is proper in the circumstances, nor an actual determination by the Corporation (including its Board of Directors or its stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Agent is not entitled to indemnification under this Agreement or otherwise. For purposes of this Agreement, the termination of any Claim, by judgment, order, settlement (whether with or without court approval) or conviction, or upon a plea of nolo contendere, or its equivalent, shall not create a presumption that Agent did not meet any particular standard of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law.

     10. Subrogation. In the event of payment under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Agent, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Corporation effectively to bring suit to enforce such rights.

     11. Indemnification for Additional Expenses. In the event that any action is instituted (i) by Agent pursuant to Section 9; (ii) by the Corporation for recovery of any Expense Advancement by the Corporation to Agent, or (iii) by or in the name of the Corporation under this Agreement to enforce or interpret any of the terms of this Agreement, Agent shall be entitled to be paid all expenses (including, without limitation, attorneys’ and expert witness’ fees and all other costs, expenses and obligations paid or incurred in connection with such matter) incurred by Agent with respect to such action and Agent shall be entitled to the advancement of expenses with respect to such action. Agent hereby undertakes to repay such amounts advanced if, and to the extent that, it shall ultimately be determined that Agent is not entitled to be indemnified by the Company as authorized by this Agreement, consistent with the terms of Sections 6 and 8.

     12. Non-Exclusivity of Rights. The rights conferred on Agent by this Agreement shall not be exclusive of any other right which Agent may have or hereafter acquire under any statute, provision of the Corporation’s Certificate of Incorporation or Bylaws, agreement, vote of stockholders or directors, or otherwise, both as to action in her official capacity and as to action in another capacity while holding office. To the extent that a change in the applicable law (whether by statute or judicial decision) permits greater indemnification by agreement than would be afforded currently under any applicable Bylaws or this Agreement, it is the intent of the parties hereto that Agent shall enjoy by this Agreement the greater benefits so afforded by such change.

     13. Survival of Rights.

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          (a) The rights conferred on Agent by this Agreement shall continue after Agent has ceased to be a director, officer, employee or other agent of the Corporation or to serve at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and shall inure to the benefit of Agent’s heirs, executors and administrators.

          (b) The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

     14. Separability. Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so that if any provision hereof shall be held to be invalid for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions hereof. Furthermore, if this Agreement shall be invalidated in its entirety on any ground, then the Corporation shall nevertheless indemnify Agent to the fullest extent provided by the Bylaws, the Code or any other applicable law.

     15. Governing Law. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware.

     16. Amendment and Termination. No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.

     17. Entire Agreement; Identical Counterparts. This Agreement constitutes the entire Agreement and supersedes all prior agreements and understandings, both written and oral, between the parties with respect to the subject matter hereof. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute but one and the same Agreement. Only a counterpart signed by Agent need be produced to evidence the existence of this Agreement.

     18. Headings. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.

     19. Notices. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) upon delivery if delivered by hand to the party to whom such communication was directed; (ii) upon the third business day after the date on which such communication was mailed if mailed by certified or registered mail with postage prepaid; (ii) the following business day if sent by overnight delivery using a nationally recognized courier service, such as Federal Express or UPS :

     (a) If to Agent, at the address indicated on the signature page hereof.

     (b) If to the Corporation, to:

Solexa Inc.
25861 Industrial Blvd.
Hayward, CA 94545

or to such other address as a party may have been given notice by the other party in accordance with this Section 19, but no such notice shall have been deemed given until actually received by the party sought to be charged with the contents.

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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.

SOLEXA INC.
By:	/s/ John West
	John West
Title:	Chief Executive Officer
	(Title)

AGENT:
By:	/s/ Brock Siegel
	Brock Siegel

Address:
	c/o Solexa, Inc.
	25861 Industrial Blvd. Hayward, CA 94545

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EX-99.1

Exhibit 99.1

Approved by:
Solexa, Inc. Omead Ostadan (510) 670-9471 oostadan@solexa.com

Contacts:

North American Media Contact:	Investor Contacts:
EVC Group, Inc.	EVC Group, Inc.
Steve DiMattia	Doug Sherk (dsherk@evcgroup.com)
sdimattia@evcgroup.com	Jenifer Kirtland (jkirtland@evcgroup.com)
(646) 277-8706	(415) 896-6820

European Media Contact:
Northbank Communications
Sue Charles, CEO
+44 (0)20 7886 8152
s.charles@northbankcommunications.com

SOLEXA NAMES BROCK SIEGEL CHIEF OPERATING OFFICER

HAYWARD, Calif. and Cambridge, UK (July 19, 2006) — Solexa, Inc. (Nasdaq: SLXA) today announced the appointment of Brock Siegel, Ph.D. to the newly created position of chief operating officer. Dr. Siegel will assume responsibility for all manufacturing operations, including supply chain management and product distribution services, for the Solexa Genome Analysis System and related consumables.

“Brock’s extensive experience directing a wide range of global operations, product engineering and quality-related processes is well suited for this key position,” said John West, chief executive officer of Solexa. “He has facilitated production of over 3,000 products and has achieved an impressive track record in implementing operational efficiencies. His timely addition to the company will significantly enhance our ability to put in place manufacturing infrastructure and processes necessary to respond to the expected demand for the Solexa Genome Analysis System at broad commercial release.”

Dr. Siegel, 58, has 26 years of global industry experience, including the last 15 years with Applied Biosystems in a variety of senior management positions involving product development and manufacturing of devices and consumables. He served most recently as vice president, quality and process excellence. Prior to his tenure with Applied Biosystems, Dr. Siegel managed manufacturing, commercialization and research & development of DNA/protein consumables for scientific and technical instruments at Millipore Corp. He also held positions of increasing responsibility in product and process development and chemical engineering at Henkel Research Corporation and its parent, Henkel KGaA in Düsseldorf, Germany.

“With its commercial systems already at multiple leading institutes, Solexa is successfully executing on its plans to deliver this transforming technology to researchers in 2006,” said Dr. Siegel. “I am delighted to join this leading organization at such an exciting time, and I look forward to contributing to the ongoing commercial success of the company.”

Dr. Siegel served as Professor of Bio-organic Chemistry and Chemical Engineering at the University of Minnesota and conducted post-doctoral work on enzyme mechanisms and organic model systems at Columbia University. He received a PhD from the University of Illinois, where he focused on analytical instrumentation, and a BS in chemistry from Syracuse University.

About Solexa

Solexa, Inc. is developing and commercializing the Solexa Genome Analysis System, which will be used to perform a range of analyses including whole genome resequencing, gene expression analysis and small RNA analysis. Solexa expects its first-generation instrument, the 1G Genome Analyzer, to generate over a billion bases of DNA sequence per run and to enable human genome resequencing below $100,000 per sample, making it the first platform to reach this important milestone. Solexa’s longer-term goal is to reduce the cost of human resequencing to a few thousand dollars for use in a wide range of applications from basic research through clinical diagnostics. For further information, please visit www.solexa.com.

This press release contains “forward-looking” statements, including statements related to the current views of Solexa management as to future products, product development and manufacturing, commercialization of the Company’s novel genetic analysis technology, and the expansion and success of Solexa’s commercial application of its genomics technologies. Any statements contained in this press release that are not statements of historical fact may be deemed to be forward-looking statements. Words such as “believes,” “anticipates,” “plans,” “predicts,” “expects,” “envisions,” “hopes,” “estimates,” “intends,” “will,” “continue,” “may,” “potential,” “should,” “confident,” “could” and similar expressions are intended to identify forward-looking statements. There can be no assurance that such expectations of any of the forward-looking statements will prove to be correct, and actual results could differ materially from those projected or assumed in the forward-looking statements. There are a number of important factors that could cause the results of Solexa to differ materially from those indicated by these forward-looking statements including, among others, risks detailed from time to time in the Company’s SEC reports, including its Annual Report on Form 10-K for the year ended December 31, 2005 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 2006. Solexa does not undertake any obligation to update forward-looking statements.

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