ILMNIllumina, Inc.

We note disclosure throughout the proxy statement that "[i]f you are a beneficial holder and you vote 'FOR' more than nine (9) nominees on your WHITE voting instruction form, your votes on the election of directors may be voted 'FOR' all of the Company recommended nominees and 'WITHHOLD' on the Icahn Group nominees, depending on the bank or broker through which you hold your shares." Please supplement the disclosure

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to describe the scenarios pursuant to which votes may or may not be be voted "FOR" all of the Company recommended nominees and why the specific bank or broker would affect that outcome.

As noted in the Company’s response to the

Staff’s comment below, the Company has revised the disclosure to provide that an “overvote” by registered holders will result in the holder’s votes in respect of Proposal 1 being invalid and not counted. In response to the

Staff’s comment, and consistent with the treatment of “overvotes” by registered holders described herein, the Company has revised the disclosure regarding the treatment of “overvotes” by beneficial holders accordingly on pages 39 and 94 of Amendment No. 1. Read in the reply ↗

Refer to the disclosure in the preceding comment and the following disclosure located on pages 39 and 94: “If you are a registered holder and you vote 'FOR' more than nine (9) nominees on your WHITE proxy card, your shares will be voted 'FOR' all of the Company recommended nominees and 'WITHHOLD' on the Icahn Group nominees.” Similar disclosure is found on the proxy card.

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Please provide a detailed legal analysis supporting the validity of this approach both under the federal proxy rules, in particular Rule 14a-4(e), and under applicable state law. Alternatively, please revise the disclosure to provide that an overvote will result in the votes on this proposal being invalid and not counted.

In response to the Staff’s comment, the Company has revised the disclosure to provide that an

“overvote” by registered holders will result in holder’s votes in respect of Proposal 1 being invalid and not counted on pages 39 and 94 of Amendment No. 1 and in the associated proxy card.

We hope that the foregoing has been responsive to the Staff’s comments. If you have any questions or would like further information regarding the foregoing, please do not hesitate to contact me at the number or email listed above. Read in the reply ↗

Refer to the following statements found in the soliciting materials filed on April 3, 5 and 11, 2023 pursuant to Exchange Act Rule 14a-12. Please provide support for such statements or refrain from making such statements in the future: • “While it is true that 7 of the 9 current board members of Illumina were handpicked by Mr.

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deSouza…” • deSouza “has handpicked members of his board” • “CEO Francis DeSouza Replaced All But One Board Member” It is our understanding that two current Illumina directors were appointed to Illumina’s board of directors prior to Mr. deSouza’s appointment as CEO. Further, disclosure in the “Background to the Solicitation,” “How We Are Selected and Evaluated” and “Who We Are – Information About the Board” sections of Illumina’s amended preliminary proxy statement filed on April 7, 2023 that describes Illumina’s approach to evaluating and securing the appointment of new directors to its board appears to directly contradict the above statements.

No reply letter found.

Refer to the following statements found in the “Case for Change” presentation filed on April 11, 2023 pursuant to Exchange Act Rule 14a-12. Please provide support for such statements or provide corrective disclosure: • Various statements referring to the purchase price of GRAIL as $8 billion on some pages of the presentation and $10 billion on others • “Under CEO Francis deSouza, ILMN’s core business has also

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deteriorated due to a talent exodus…”

No reply letter found.

Refer to the following statements found in the preliminary proxy statement. Please provide support for the following statements or provide corrective disclosure: • “The Insurance Agreement – which appears to have been signed either immediately prior to the closing of the GRAIL transaction or perhaps after the fact and backdated (we don’t know and the Company won’t say)…” • “The Company did not just increase its D&O

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coverage – it provided yet another contract providing coverage to its directors immediately prior to when its directors were making decisions about the GRAIL transaction (or perhaps the Insurance Agreement was executed after the fact and backdated – it is impossible to tell and the Company has thus far dubiously refused to provide any explanation).” • Various statements throughout the proxy statement that Illumina’s management has “incinerated,” “destroyed,” etc. $50 billion in shareholder value • “Mr. Icahn and the other Participants do not understand why the Company is blinded by their obsession and will do anything in their pursuit of GRAIL…” • “Mr. Icahn firmly believes that these interviews were merely perfunctory and that the Company did not consider the actual qualifications, skills and contributions that could be made by each of the Icahn Nominees to the Company’s Board” • Statement that the Participants are opposing nominee “Robert S. Epstein, as he is the Chairman of the Company’s Governance Committee, and we believe that the Company has a terrible track record with respect to corporate governance matters…”

No reply letter found.

Refer to clause (iv). With a view towards improved disclosure, please advise whether the bidder is aware of any Delaware law that currently prohibits delivery of shares of Common Stock or cash in exchange for CVRs. If the bidder is not currently aware of such a prohibition, please advise what specific developments in Delaware law, if any, bidder is contemplating that necessitates such condition.

The Company advises the Staff that it is not aware of any Delaware law that currently prohibits delivery of shares of Common Stock or cash in exchange for CVRs, nor is the Company aware of any pending developments in Delaware law that may result on such a prohibition. As changes in Delaware law are not within the Company’s control, the Company respectfully submits that condition

(iv) is appropriate to include in the Exchange Offer. We also draw the Staff’s attention to the amendment of Item 4 of the Tender Offer Statement in Amendment No. 1. Read in the reply ↗

Disclosure indicates that the bidder is not obligated to accept or pay for, and may delay the acceptance of, any CVRs tendered pursuant to the Exchange Offer if...prior to the expiration date, any of the listed conditions shall exist (emphasis added).

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With a view towards improved disclosure, please confirm that none of the existing conditions have been implicated as of (i) commencement of the Exchange Offer and (ii) as of the date of the bidder's response letter.

The Company confirms that none of the existing conditions (i) had been implicated as of commencement of the Exchange Offer or

(ii) has been implicated as of the date of this Response Letter. We also draw the Staff’s attention to the amendment of Item 4 of the Tender Offer Statement in Amendment No. 1. Read in the reply ↗

The last sentence of this section states "[i]n addition, we reserve the right, in our sole discretion, but subject to applicable law, to terminate the Exchange Offer at any time prior to the expiration date of the Exchange Offer." Please advise how the bidder's ability to terminate the offer in its sole discretion, unrelated to the triggering of a listed condition, does not render your offer as illusory in

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contravention of Exchange Act section 14(e). Alternatively, please confirm and revise the disclosure as appropriate to clarify that such statement is intended to mean only under circumstances where a listed condition is implicated.

We draw the Staff’s attention to the amendment of Item 4 of the Tender Offer Statement in Amendment No. 1. Read in the reply ↗

We note the disclosure indicating that the bidder will amend or terminate the Exchange Offer if any purchases of CVRs pursuant to the Exchange Offer could result in the Exchange Offer being considered a "going private transaction" under Exchange Act Rule 13e-3. However, we also note disclosure on page 19 indicating that the the bidder or its affiliates may from time to time acquire CVRs in the future.

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Exchange Act Rule 13e-3 applies to a transaction that independently may not constitute a Rule 13e-3 transaction but is effected “as a part, or in furtherance, of” a series of transactions that, taken together, have a reasonable likelihood or purpose of producing the requisite effects. See Question & Answer No. 4 of Exchange Act Release No. 34-17719 and In re William A. Wilkerson and The Phoenix Group of Florida, Inc., Exchange Act Release No. 34-48703. Furthermore, in the absence of an intent of producing or facilitating the production of any of the effects specified in Rule 13e-3(a)(3)(ii), we believe that the determination of whether the transaction is reasonably likely to produce any of the requisite effects must be based in part upon consideration of “past, current and planned” transactions. In light of the foregoing, please advise us why the Exchange Offer should not be deemed to constitute the first step in a series of transactions having a “going private effect” within the meaning of Rule 13e-3(a)(3)(ii).

The Company acknowledges the Staff’s comment and advises the Staff that it (i) has not previously purchased or exchanged any CVRs from holders and (ii) it has no present intention of soliciting the purchase or exchange of CVRs from holders at a future date. The Company notes that point (ii) is clearly disclosed in the Offer to Exchange under “Subsequent

Purchases of CVRs” on page 19, which, following disclosure that the Company may seek to purchase CVRs in the future, states “[h]owever, we have no current plan or commitment to do so.” As set forth in the cited release,

“On this basis, a

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Rule 13e-3 transaction would be deemed to commence with the first transaction which occurs at or after the time when it becomes reasonably likely that any of the specified effects will occur and which directly or indirectly contributes to the production of such effects.” (emphasis added) The Company respectfully submits that consummation of the exchange offer does not itself make the occurrence of the specified effects reasonably likely. The Company respectfully further submits that the mere possibility that, in addition to the exchange offer, the Company may seek to repurchase CVRs in the future does not support a conclusion that the Exchange Offer is being effected “as a part, or in furtherance, of” a series of transactions that, taken together, have a reasonable likelihood or purpose of producing the requisite effects for purposes of Exchange Act Rule

13e-3.

Read in the reply ↗

Please expand the disclosure to provide more detail regarding the aggregation and sale of fractional shares. Please also advise how the proposed aggregation and sale of fractional shares followed by payment to applicable holders of CVRs is consistent with the requirements under Exchange Act 13e-4(f)(10)(ii) to the extent the sale of such fractional shares yields a per share price greater or lesser than $.80.

In response to the first sentence of the Staff’s comment, we draw the Staff’s attention to the amendment of Item 4 of the Tender Offer Statement in Amendment No. 1. With respect to the second sentence of the Staff’s comment, the Company respectfully submits that whether or not the per share sales price of the aggregated fractional shares is greater or lesser than $0.80 is not relevant to compliance with the requirements under Exchange Act

13e-4(f)(10)(ii).

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That section reads in its entirety as follows:

“Paragraph (f)(8)(ii) of this section shall not prohibit the offer of more than one type of consideration in a tender offer, provided that:

(i) Security holders are afforded equal right to elect among each of the types of consideration offered; and

(ii) The highest consideration of each type paid to any security holder is paid to any other security holder receiving that type of consideration.”

In the Exchange Offer, a holder tendering CVRs may elect to receive in respect of each CVR either (i) 0.0022 shares of Company common stock or (ii) $0.80 in cash. Exchange Act 13e-4(f)(10)(ii), which is often referred to as the

“best price” rule, requires that each holder electing either form of exchange consideration receive the highest consideration being paid to any other security holder receiving that type of consideration. Pursuant to the

Exchange Offer, each holder electing option (i) (stock consideration) will be entitled to a specified number of shares based on the same exchange ratio and each holder electing option (ii) (cash consideration) will be entitled to a specified dollar amount of consideration. Exchange Act 13e-4(f)(10)(ii) does not require any specified relationship between the potential value of the different forms of exchange consideration offered in an exchange offer with a consideration election feature.

To the extent the number of CVRs to which a tendering holder electing stock consideration would not result in a whole number of shares of Company common stock, the holder will receive a number of whole shares of Company common stock and a pro rata portion of the sales proceeds of the whole shares resulting from the aggregation of all fractional share entitlements. For example, the tender of 7,500 CVRs would result in an entitlement to 16.5 shares of Company common stock. This entitlement would be satisfied by the delivery of 16 shares of Company common stock and an amount of cash equal to

50% of the average per share sales price obtained by the Exchange Agent in the sale of the aggregated fractional shares. Every holder with a fractional share entitlement will receive the same “price” for the fractional shares sold on its behalf by the Exchange Agent regardless of the percentage of a fractional share to which such holder is entitled. If the average sale price obtained by the Exchange Agent is $380 per share of Company common stock, a holder entitled to 0.25 of a share will receive $95 in lieu of its fractional entitlement and a holder entitled to 0.50 of a share will receive $190 in lieu of its fractional entitlement. The Company respectfully submits that this methodology satisfies Exchange Act 13e-4(f)(10)(ii), as each holder electing stock consideration and who would be entitled to a fractional share will receive the same effective cash price on a “whole share” basis, with the actual cash payment to be determined for each such holder by reference to such holder’s fractional share entitlement.

The Company further notes that it is aware of several exchange offers with a stock or cash election that include the fractional share methodology included in the Exchange Offer. See Exhibit (a)(1)(A) to the Schedule TO-I (SEC File No. 005-80980) filed by Navios Maritime Holdings

Inc. with the Commission on September 19, 2016 and Exhibit (a)(1)(A) to the Schedule TO-I (SEC File No. 005-84684) filed by Safe Bulkers, Inc.

with the Commission on March 9, 2017.

Read in the reply ↗