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1 ROBBINS GELLER RUDMAN & DOWD LLP 2 MICHAEL J. DOWD (135628) RANDALL J. BARON (150796) 3 DAVID T. WISSBROECKER (243867) DAVID A. KNOTTS (235338) 4 655 West Broadway, Suite 1900 San Diego, CA 92101 5 Telephone: 619/231-1058 619/231-7423 (fax) 6 [email protected] [email protected] 7 [email protected] [email protected] 8 Lead Counsel for Plaintiff 9 [Additional counsel appear on signature page.] 10 UNITED STATES DISTRICT COURT 11 SOUTHERN DISTRICT OF CALIFORNIA 12 In re SEQUENOM, INC. ) Lead Case No. 16-cv-02054-JAH-BLM 13 STOCKHOLDER LITIGATION ) ) CLASS ACTION 14 ) ) 15 CONSOLIDATED AMENDED CLASS This Document Relates To: ) ACTION COMPLAINT ) 16 ) ALL ACTIONS. ) 17 ) JURY TRIAL DEMAND

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1 SUBSTANTIVE ALLEGATIONS 2 Lead Plaintiff James Reilly (“Plaintiff”), by the undersigned attorneys, 3 individually and on behalf of all others similarly situated, respectfully brings this 4 direct class action complaint for violations of §§14(e) and 20(a) of the Securities 5 Exchange Act of 1934 (the “Exchange Act”) against the herein named defendants and 6 allege the following: 7 SUMMARY OF THE ACTION 8 1. This is a stockholder class action brought on behalf of the former holders 9 of Sequenom, Inc. (“Sequenom” or the “Company”) common stock against Sequenom 10 and its Board of Directors (the “Board” or the “Individual Defendants”). This matter 11 arises out of defendants’ dissemination of a false and misleading 12 solicitation/recommendation statement in connection with the sale of the Company to 13 Laboratory Corporation of America Holding (together with its subsidiary Savoy 14 Acquisition Corp., “LabCorp”) (the “Acquisition” or “Merger”). 15 2. Sequenom was a molecular diagnostic testing and genetics analysis 16 company. In 2011, Sequenom launched MaterniT21, a noninvasive prenatal test 17 (“NIPT”) test that screened for Down syndrome and other conditions with an extra 18 chromosome by using only a sample of the mother’s blood. MaterniT21 was the first 19 of its kind in the U.S. market. 20 3. “There’s been about 800,000 women in the past year in the U.S. who 21 have had an NIPT,” stated Eric Topol, a professor of genomics at the Scripps 22 Research Institute in March 2015. “It’s the hottest molecular test ever in the history of 23 medicine.” 24 4. Since launching the first NIPT, Sequenom delivered a constant stream of 25 innovations in the prenatal market. Sequenom expanded MaterniT21 to be able to 26 detect a myriad of additional fetal chromosomal abnormalities. Sequenom developed 27 a variety of other prenatal tests, including NIPTs for average-risk pregnancies and 28 carrier screen tests to identify risks and markers for hundreds of genetic disorders and

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1 conditions. Around the time of the Merger, Sequenom’s new products were in various 2 stages of development and marketing, with all signs pointing to success. Sequenom 3 was well-positioned to remain market leader in the reproductive health market, which 4 Sequenom management expected to be a $5 billion addressable market by 2020. 5 5. In 2015, Sequenom entered the oncology market. Over the course of the 6 NIPT tests conducted by the Company, the Company learned that they could detect 7 circulating tumor cells and fragments of tumor DNA (ctDNA) in the blood stream. 8 Sequenom began developing liquid biopsies - i.e., non-invasive blood tests to screen 9 for tumor cells and ctDNA. Sequenom and its management called its liquid biopsy 10 program the “next $10 billion opportunity.” Through 2015 and 2016, Sequenom 11 invested in its liquid biopsy program with leading hospitals and academic institutions 12 around the world, with the expectation that the liquid biopsy program would be 13 extremely profitable and provide significant revenue streams to Sequenom in the 14 future. 15 6. On July 27, 2016, Sequenom and LabCorp announced the Agreement and 16 Plan of Merger (the “Merger Agreement”) pursuant to which LabCorp would 17 commence a tender offer on August 9, 2016 to acquire all the shares of the Company 18 for $2.40 per share (“Tender Offer”). 19 7. On August 9, 2016, defendants issued the Solicitation/Recommendation 20 on Schedule 14D-9 (together with all amendments, the “14D-9”), recommending that 21 Sequenom shareholders accept the $2.40 LabCorp offer and tender their shares into 22 the Tender Offer. 23 8. The central question for the Company’s stockholders in determining 24 whether to accept LabCorp’s offer and tender their shares into the Tender Offer was 25 whether LabCorp’s $2.40 offer represented fair compensation for the value of their 26 shares, which necessarily included an assessment of the Company’s future prospects. 27 In other words, the question that stockholders needed to assess was: is $2.40 per share 28

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1 a fair tradeoff for giving up the value Sequenom stockholders might obtain if 2 Sequenom remained independent and delivered on management’s growth plans? 3 9. The 14D-9 was materially misleading as to this issue. 4 10. First, the 14D-9 stated that a set of projections – referred herein as the 5 Reduced Forecast – represented the most accurate view of the Company’s prospects. 6 This representation was both objectively and subjectively false. 7 11. The Reduced Forecast did not, in fact, reflect an accurate view of the 8 Company’s prospects. The Reduced Forecast ignored a significant value component 9 of the Company – the oncology program – and assumed a reduction in the Company’s 10 revenues that were inconsistent with recent achievements and management’s 11 statements regarding Sequenom’s expected growth trajectory with respect to 12 Sequenom’s reproductive health business. 13 12. The Individual Defendants did not, in fact, believe that the Reduced 14 Forecast reflected an accurate view of the Company’s prospects. Each Individual 15 Defendant had specific information showing that the Company’s oncology program 16 was valuable and viable and that the growth assumptions in the Reduced Forecast 17 were inaccurate. Yet, after (and only after) receiving the $2.40 per share to LabCorp, 18 the Individual Defendants instructed the Company’s financial advisor to ignore a 19 higher set of projections (in line with management’s statements regarding Sequenom’s 20 expected growth trajectory) and use only the Reduced Forecast to conduct its 21 valuation of the Company. The Company’s financial advisor calculated a value of 22 “between approximately $2.00 and $2.55 per share” based on the Reduced Forecast. 23 In the 14D-9, the Individual Defendants pointed to this valuation as support for their 24 recommendation that stockholders accept the $2.40 per share offer and tender their 25 shares into the Tender Offer. 26 13. In addition to the above, the 14D-9 omitted financial information 27 regarding the value of Company’s oncology program and information in the Board’s 28 possession showing that the valuation performed by the Company’s financial advisor

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1 J.P. Morgan Securities LLC (“JPM”) was flawed. Without this information, 2 stockholders were prevented from accurately assessing what they were leaving on the 3 table by accepting the $2.40 per share offer and were put in a position where they 4 were unlikely to reject JPM’s valuation and the Board’s recommendation of the 5 Tender Offer and Merger. 6 14. These defects in the 14D-9 prevented the Company’s shareholders from 7 making a fully informed decision on the Tender Offer and Merger and induced the 8 Company’s shareholders into accepting an offer that was unfair compared to the actual 9 intrinsic value of the Company. 10 15. As a consequence, Plaintiff and the Class were injured. 11 JURISDICTION AND VENUE 12 16. The claims asserted herein arise under §14(e) of the Exchange Act, 15 13 U.S.C. §78n(e). 14 17. This Court has jurisdiction over this action pursuant to §27 of the 15 Exchange Act, 15 U.S.C. §78aa, and 28 U.S.C. §1331. The claims asserted herein 16 arise under §14(e) of the Exchange Act, 15 U.S.C. §78n(e). 17 18. Venue is properly laid in this judicial district because the acts and 18 transactions constituting the violations of federal law complained of herein have 19 occurred in this District, including the dissemination of the 14D-9 to residents of 20 California through the means and instrumentalities of interstate commerce and the 21 mails. 22 PARTIES 23 19. Plaintiff was, at all times relevant hereto, a shareholder of Sequenom. 24 20. Before the Merger, Sequenom was a Delaware corporation headquartered 25 in San Diego, California. 26 21. Kenneth F. Buechler (“Buechler”) was a Sequenom director from 27 December 2009 to the closing of the Merger. 28

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1 22. Myla Lai-Goldman (“Lai-Goldman”) was a Sequenom director from 2 September 2012 to the closing of the Merger. Dr. Lai-Goldman has a background of 3 work in the development and commercialization of genomic-based cancer tests. For 4 example, she served as the Chief Executive Officer (“CEO”) and President of 5 GeneCentric Diagnostics, Inc., a molecular diagnostics company focused on 6 developing and commercializing assays for oncologists and their patients, and CEO 7 and Chief Scientific Officer of CancerGuide Diagnostics, Inc., a life science company 8 focused on the development and commercialization of genomic-based clinical and 9 pharmaceutical cancer tests and services. Dr. Lai-Goldman also has a history with 10 LabCorp. From 1990 to December 2008, Dr. Lai-Goldman served in various roles at 11 LabCorp and its predecessor company, Roche Biomedical Laboratories, including 12 Executive Vice President, Chief Medical Officer, and Chief Scientific Officer. 13 23. Richard A. Lerner (“Lerner”) was as a Sequenom director from 2007 to 14 the closing of the Merger. 15 24. Ronald M. Lindsay (“Lindsay”) was a Sequenom director from 2003 to 16 the closing of the Merger. 17 25. Catherine J. Mackey (“Mackey”) was a Sequenom director from June 17, 18 2015 to the closing of the Merger. 19 26. David Pendarvis (“Pendarvis”) was a Sequenom director from December 20 2009 to the closing of the Merger. 21 27. Charles P. Slacik (“Slacik”) was a Sequenom director from June 2011 to 22 the closing of the Merger. 23 28. Dirk van den Boom (“van den Boom”) was a Sequenom director from 24 April 1, 2015 to the closing of the Merger. Dr. van den Boom was also Sequenom’s 25 Executive Vice President and Chief Scientific and Strategy Officer from March 2015 26 to the closing of the Merger. He served as Sequenom’s Chief Scientific and Strategy 27 Officer from June 2014 through March 2015 and as Sequenom’s Executive Vice 28 President, Research and Development and Chief Technology Officer from December

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1 2012 through June 2014. Prior to that, he served as Sequenom’s Senior Vice 2 President of Research and Development since August 2010 and as Sequenom’s Vice 3 President, Research and Development from October 2009 through August 2010. Dr. 4 van den Boom joined Sequenom in 1998 and subsequently served in various 5 management roles within Sequenom’s research and development department. 6 CLASS ACTION ALLEGATIONS 7 29. Plaintiff brings this action individually on his own behalf and as a class 8 action on behalf of all persons who held shares of Sequenom common stock, 9 excluding defendants and their affiliates (the “Class”). 10 30. This action is properly maintained as a class action under Fed. R. Civ. P. 11 23(b)(1) and 23(b)(2). 12 31. The class is so numerous that joinder of all members is impracticable. As 13 of July 25, 2016, there were over 199 million shares of common stock issued and 14 outstanding. 15 32. A class action is superior to other methods for the fair and efficient 16 adjudication of the claims herein asserted, and no unusual difficulties are likely to be 17 encountered in the management of this action as a class action. 18 33. There are common questions of law and fact affecting the members of the 19 class. Among the questions of law and fact common to the class which predominate 20 over questions affecting individual class members are, inter alia, the following: 21 (a) Whether the 14D-9 contained any material misrepresentations or 22 omitted any material information needed to make the 14D-9 not misleading; and 23 (b) Whether Plaintiff and the members of the class have been damaged 24 and the proper measure of damages. 25 34. Plaintiff’s claims are typical of the claims of the class because the harm 26 suffered by Plaintiff and the other class members was caused by the same false and 27 misleading statements made by Defendants. Plaintiff does not have interests 28 antagonistic to or in conflict with the Class.

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1 35. Plaintiff is an adequate representative of the Class, has no interests 2 adverse to the Class, is committed to fairly and adequately protecting the interests of 3 the Class, and has retained competent counsel experienced in litigation of this nature. 4 36. This action is maintainable under Rule 23(b)(1) and (3) of the Federal 5 Rules of Civil Procedure. The prosecution of separate actions by individual members 6 of the Class would create the risk of inconsistent or varying adjudications that would 7 establish incompatible standards of conduct for defendants, or adjudications that 8 would, as a practical matter, be dispositive of the interests of individual members of 9 the Class who are not parties to the adjudications or would substantially impair or 10 impede absent Class members’ ability to protect their interests. Moreover, questions 11 of law or fact common to class members predominate over any questions affecting 12 only individual members, and a class action is superior to other available methods for 13 fairly and efficiently adjudicating the controversy. 14 SUBSTANTIVE ALLEGATIONS 15 Background of Sequenom 16 37. Sequenom was a molecular diagnostic testing and genetics analysis 17 company. 18 38. Historically, pregnant women with high-risk pregnancies (which included 19 underweight women, overweight women, women carrying twins or higher-order 20 multiples, women with a personal or family history of birth defects, women with 21 history of complications with prior pregnancies, women under 15, and women over 22 age 35) were limited to costly, invasive prenatal tests (like amniocentesis which 23 required the insertion of a needle through the mother’s abdomen to draw out a sample 24 of the amniotic fluid to screen for genetic abnormalities in the fetus). 25 39. In 2011, Sequenom launched MaterniT21. MaterniT21 was the first 26 noninvasive prenatal test, or NIPT, introduced to the United States market. 27 MaterniT21 PLUS screened for fetal chromosome 21 aneuploidy or trisomy 21 (Down 28 syndrome) by only taking a sample of the pregnant woman’s blood. MaterniT21

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1 posed no risk to the pregnancy and could be performed early – about nine weeks 2 versus 16 weeks for amniocentesis – allowing women to receive to receive additional 3 support and care at an earlier period in their pregnancy. 4 40. In 2012, Sequenom rebranded MaterniT21 under the name MaterniT21 5 PLUS. Over the next several years, Sequenom expanded MaterniT21 PLUS to detect 6 a myriad of additional fetal chromosomal abnormalities. 7 41. In 2012 and 2013, Sequenom’s laboratories business grew significantly 8 due to the rapid market adoption of the MaterniT21 PLUS test. Sequenom received 9 diagnostic services revenues from several sources, including commercial third-party 10 payors, such as health insurance companies and health maintenance organizations, 11 government payors, such as Medicare and Medicaid in the United States, patient self- 12 pay and, in some cases, from hospitals or referring laboratories who then billed third- 13 party payors for testing. 14 42. By January 2014, Sequenom had agreements with insurance companies 15 and networks covering approximately 113 million lives, and continued to enter into 16 agreements to become an in-network laboratory provider with additional national 17 payors. 18 2014 – the Breakout Year 19 43. In 2014 – recognizing increased competition from companies joining the 20 NIPT market on Sequenom’s heels – Sequenom took a series of actions to position the 21 Company for future profitability. 22 44. In May 2014, Sequenom shed its slow-growing Bioscience segment. The 23 sale allowed Sequenom to focus exclusively on its NIPT business. 24 45. In June 2014, Sequenom entered into a services agreement and a license 25 agreement (the “Quest Agreement”) with Quest Diagnostics Incorporated (“Quest”). 26 Under the agreement, Quest – a national, leading health insurance company covering 27 13 million people throughout the United States – agreed to exclusively offer 28 Sequenom’s MaterniT21 PLUS test to its healthcare provider network. The Quest

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1 Agreement allowed Sequenom to automatically take advantage of Quest’s large 2 distribution infrastructure to rapidly expand the reach of MaterniT21 PLUS without 3 making the necessary investments to capture greater market share. 4 46. In exchange, Sequenom agreed to share its NIPT patents and patent 5 applications with Quest with the expectation that Quest would eventually use 6 Sequenom’s intellectual property (“IP”) to develop its own NIPT in 2015. Quest 7 agreed to pay Sequenom licensing/royalty fees per test when it launched its own 8 NIPT. The Quest Agreement signaled Sequenom’s intent to gradually transition its 9 MaterniT21 PLUS revenue streams from diagnostic service revenues to 10 license/royalty revenues, which had the benefit of guaranteeing Sequenom recurring 11 cash flow without any costs to produce that cash. 12 47. In July 2014, Sequenom announced that it entered into a similar license 13 agreement with Mayo Medical Laboratories, the third-largest provider of laboratory 14 services in the U.S. 15 48. In August 2014, Sequenom launched a new, lower cost NIPT called 16 VisibiliT in the international markets. 17 49. On November 04, 2014, Sequenom management held an 3Q 2014 18 earnings call. Defendant van den Boom was present and participated. During this 19 call, then-President and CEO Bill Welch (“Welch”) indicated that Sequenom intended 20 to sell VisibiliT in the U.S. starting in 2015, and that VisibiliT would be targeted to an 21 entire new market – the broader population of women with average-risk pregnancies. 22 50. Following the earnings call, an analyst at Seeking Alpha noted that 23 VisibiliT was “far superior to the current offerings for the first trimester screen” and 24 that the “[t]he market opportunity in the United States for VisibiliT could approach $1 25 billion,” and “[w]orldwide, this market could approach $10 billion.” The analyst 26 explained: 27 While not all parents will elect to move forward with first trimester screening, a conservative estimate is that one-third of all parents will 28 participate in first trimester screening. The United States annual birth

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1 rate averages about 4 million births each year. Assuming one third of those live births decide to participate in first trimester screening, the 2 potential market in the United States is 1.33 million births annually. With an estimated cost of $600-$800 per test, this is nearly a $1 billion 3 opportunity in the United States alone. Expanding this globally, where the annual birth rate is over 200 million, the market opportunity for 4 VisibiliT is huge. One has to realize that in underdeveloped nations, the participation rate will be well below the assumed 33% for the United 5 States. Even at a 5% participation rate worldwide, the market would be 10 million births annually, creating a $6-$8 billion market opportunity. 6 51. On December 3, 2014, Sequenom announced an agreement with the $28 7 billion giant biotech company Illumina, Inc. (“Illumina”) (the “Pooled Patents 8 Agreement”). Sequenom had been embroiled in patent infringement litigation against 9 a subsidiary of Illumina for years. Under the Pooled Patents Agreement, Sequenom 10 and Illumina agreed to settle all claims and create a patent pool of all their owned and 11 in-licensed NIPT intellectual property, consisting of over 425 patents (“Patent Pool”). 12 52. Under the Patent Pool Agreement: 13  Illumina would immediately provide a $50 million upfront payment to 14 Sequenom, followed by yearly payments by 2020, totaling, at a 15 minimum, an additional $80 million by 2020; 16  Illumina would have exclusive worldwide rights to use the Patent Pool to 17 develop and sell in vitro diagnostic (“IVD”) NIPT kits for labs who wanted to run the test locally; 18  Once IVD kits were launched, Illumina would pay Sequenom royalties 19 on sales of IVD; 20  Illumina would also have exclusive worldwide rights to license the 21 patents in the Patent Pool to other laboratories looking to develop and 22 sell their own lab-developed NIPT tests; 23  Illumina and Sequenom will share in the NIPT test fees collected from 24 the licensees; and 25  Illumina would be responsible for managing the Patent Pool, licensing additional parties, enforcing patents globally and collecting test fees 26 from licensees. 27 28

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1 53. On December 17, 2014, Sequenom’s compensation committee approved 2 a one-time cash bonus of $2.07 million to the Company’s management, including a 3 $150,000 cash bonus for defendant van den Boom, in appreciation of the Patent Pool 4 Agreement and recognizing the long-term value of the Patent Pool Agreement to 5 Sequenom. Defendants Buechler, Lerner and Slacik were directors on the 6 compensation committee at this time. 7 54. By January 2015, there were 21 licensees in the Patent Pool, and 8 Sequenom had accessioned (i.e., sold and completed) more than 375,000 MaterniT21 9 PLUS tests. 10 2015 – the Transition Year 11 55. In 2015 – as Sequenom began to enter into a transition period where 12 previous MaterniT21 PLUS customers began converting to licensees – Sequenom 13 revealed that it had a shrewd growth plan in place to support management’s 14 expectations of long-term value. 15 56. On January 15, 2015, at JPM’s 33rd Annual Healthcare Conference in 16 San Francisco, California, Welch told investors that the NIPT market remained large 17 and relatively untapped, and Sequenom believed that there was a $3.5 billion global 18 market opportunity for NIPTs. Welch stated that Sequenom planned to launch three 19 new tests in 2015, including VisibiliT which would be targeted to a new average-risk 20 market. 21 57. At the JPM conference, Welch also revealed an extraordinary new 22 opportunity in the cards for Sequenom – it was making a new entry into oncology. 23 Welch explained that during the course of performing NIPT tests, the Company 24 identified 20 significant incidental findings of confirmed maternal tumor growth, 25 including breast cancer, colon cancer, and lymphoma. 26 58. Welch stated that Sequenom was in the process of building a clinical 27 foundation to pursue an oncology program and had engaged leaders from leading 28 institutions, such as the University of California San Diego Medical Center, Memorial

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1 Sloan-Kettering Cancer Center, the University of Texas MD Anderson Cancer Center, 2 Dana-Farber Cancer Institute, and Harvard Medical School. Welch stated: 3 Our goal, we formed a Clinical Advisory Board, we’ve got development programs underway and our goal is to, in the second half 4 this year, have the laboratory developed test not for testing for clinical use, but a test that we could hopefully go forward for validation. Just 5 cautioned biology’s biology and number of people work in this area, but we’re very excited and feel good that we can bring something forward, 6 just maybe some time next year or otherwise in this arena. So this is a very exciting area and one that our scientists and our teams are looking 7 forward to moving forward to do. 8 59. Welch stated that the market opportunity for liquid biopsy-based tests in 9 oncology was tremendous: 10 We’re working on a publication and we’re very excited about the opportunities. Again, DNA in blood and finding the value of that is our 11 core expertise. So how do we bring this forward? A number of people have been working in this. Some have said this to be the next $10 billion 12 opportunity. I think it’s going to be big and I think there’s many shots on goal to bring out value propositions in the oncology market for whole 13 genome sequencing. The way that we were thinking about bringing it forward is through laboratory developed test that’ll measure circulating 14 tumor DNA. We’re working initially in stage three and stage four metastatic cancer types and look to measure DNA – the cancer 15 reoccurrence, rates and markers. 16 60. Those in the industry generally agreed with the Sequenom’s view on this 17 game-changing opportunity. As explained in article in the European Society for 18 Medical Oncology, liquid biopsies are able to address a number of significant 19 challenges associated with conventional biopsies such as, high level of invasiveness, 20 cost, accuracy of information, and the ability to monitor tumor cells: 21 Currently, tumour biopsy tissue, generally from the primary tumour, is used to determine molecular targets at a single time point, before 22 treatment commences. These biopsies carry some risks for patients, they are painful, they are costly and, importantly, the process takes time. 23 Also, given the complexities of tumour heterogeneity, both within a tumour and between a primary tumour and metastases, a tissue sample 24 may not be a true representation of the molecular profile. A liquid biopsy, on the other hand, may capture the entire heterogeneity of the 25 disease. What is more, tumour genotypes are notoriously unstable and prone to changes under selection pressure. In this regard, liquid biopsies 26 offer what tissue biopsies cannot, due to risks to the patients and cost; the opportunity to take serial samples in order to monitor tumour genomic 27 changes in real time. This will allow clinicians to ensure that the therapy they have selected, based on a particular molecular target, remains 28 relevant and observe the emergence of any resistance. Instead of waiting

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1 for information from scans, we may be able to identify at an earlier stage if a treatment is not working and to spare the patient the unnecessary 2 toxicity of a drug that no longer provides any benefit. At the same time, we may be able to observe if any new molecular targets appear that 3 could be suitable for treatment. All this could help to provide patients with the right treatment for the right target without delay. 4 Liquid biopsies also present us with a unique opportunity to move 5 forward with our understanding of metastatic disease development and they may help to identify signalling pathways involved in cell 6 invasiveness and metastatic competence. Ultimately, at some point in the not too distant future, these tests will be used in the diagnosis of cancer. 7 This will revolutionise cancer care, providing clinicians with rapid access to information on a molecular level at diagnosis, thereby 8 optimising treatment choices. 9 61. Analysts at financial services firms Cowen & Co. and Leerink Partners 10 LLC estimated the liquid biopsy market potential at $10 billion within the next decade 11 or so. Analysts at investment bank Piper Jaffray, predicted that the U.S. market alone 12 could eventually reach $29 billion a year. 13 62. On March 4, 2015, Sequenom management held an earnings call for 4Q 14 2014 and full year 2014. Defendant van den Boom was present and participated. 15 During this call, Welch stated that, with respect to the Company’s NIPT products: 16  Sequenom had continued to successfully expand MaterniT21 PLUS to screen for additional conditions; 17 18  Sequenom expected short-term declines in MaterniT21 PLUS revenue in the upcoming quarters as customers increasingly converted to licensees; 19 20  Sequenom had launched VisibiliT in the U.S. market, making Sequenom “now the only NIPT provider to offer two NIPT testing models for 21 patient care”; 22  Sequenom expected measurable growth in NIPTs for the average-risk 23 pregnancy population to begin in 2016; and

24  Sequenom planned to launch two additional new products in 2015: (i) 25 HerediT Universal, “a comprehensive carrier screen test that detects over 26 27 28

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1 250 genetic disorders across more than 1,700 mutations”;1 and (ii) a noninvasive fetal karyotype test.2 2 3 63. Welch stated that Sequenom “remain[ed] the leader in noninvasive 4 prenatal testing” with confidence in its long-term outlook: 5 We see continued expansion and utilization of our existing noninvasive prenatal test in the United States, high-risk pregnancy 6 market and the international NIPT market. We believe our current test and expanding portfolio of prenatal test will provide a platform for 7 growth in 2015 and beyond. 8 64. With respect to Sequenom’s liquid biopsy efforts, Sequenom announced 9 that it had hired Daniel Grosu, M.D. as Senior Vice President and Chief Medical 10 Officer, to specifically support the Company’s “growing oncology development 11 program.” Prior to Sequenom, Dr. Grosu worked extensively with developing and 12 commercializing innovative diagnostic technologies in oncology, reproductive 13 medicine, and human genetics while he worked at Siemens Medical Solutions, Bayer 14 HealthCare Pharmaceuticals, and Johnson & Johnson. 15 65. Welch stated that the Company continued to hold expectations of long- 16 term value for the oncology program: 17  “We plan to apply our technical and clinical expertise to develop liquid biopsy-based test in oncology. Circulating tumor DNA has broad 18 potential applications from screening and early detection to targeted 19 treatment selection and post-treatment monitoring. The market opportunity is significant and many times larger than NIPT. 20 Sequenom is uniquely positioned to be a leader in this market with our 21 knowledge, expertise and commercial infrastructure.” 22  “We are excited about our entry in oncology and see significant long- 23 term opportunities in liquid biopsy market.”

24 1 Carrier screening is genetic testing performed on both men and women to 25 determine if they are carriers for specific autosomal recessive diseases. This kind of testing could be used by couples who are considering becoming pregnant to determine 26 the risks of their child inheriting one of these genetic disorders. 27 2 A fetal karyotype test examines chromosomes in a sample of cells and can reveal an unexpected finding of a structural chromosome abnormality. 28

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1 66. On March 5, 2015, Sequenom’s management attended the Future of 2 Genomic Medicine conference in La Jolla, California to present one of its oncology 3 case studies reflecting an incident of detecting cancer from an NIPT. Francis Collins, 4 the director of the National Institutes of Health, was among the genomics experts in 5 the audience who hailed Sequenom’s story as an example of the near-term 6 possibilities for using new genomic technologies to diagnose and treat cancer. Collins 7 tweeted: “Stunning case just presented of incidental discovery of cancer through a 8 prenatal cell free DNA analysis. Happy ending.” 9 67. On March 9, 2015, Sequenom filed its annual report on Form 10-K for 10 the year ended December 31, 2014, with the SEC. In this report, Sequenom 11 confirmed that it was continuing to heavily invest in developing the oncology 12 program: 13 We identify key goals each year to help provide insight to management’s plans. These management goals are not guidance but are 14 based on our internal projects and programs as we enter the year. Our top three goals for 2015 are to: . . . develop an oncology research-use-only 15 laboratory-developed test utilizing next generation sequencing of circulating cell-free DNA in blood (also known as liquid biopsy) for 16 clinical studies. 17 68. On March 19, 2015, Sequenom announced the launch of HerediT 18 Universal. This launch significantly expanded Sequenom’s reach into the rapidly 19 expanding carrier screening market. Carrier screening tests were tests that could be 20 used by both men and women, and as part of preconception care. 21 69. In April 2015, Quest began processing its own NIPT, consistent with the 22 previously expected timeline. 23 70. On May 6, 2015, Sequenom management held an 1Q 2015 earnings call. 24 Defendant van den Boom was present and participated. During this call, Welch 25 explained once again that management expected a short-term decline in revenue as 26 Sequenom transitioned into a license model. Welch reassured investors that 27 management expected that: (i) fees and royalties would eventually make up for the 28 decline as the Patent Pool ramped up (which now had 24 licensees, up from 21 in the

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1 fourth quarter 2014); and (ii) overall test volumes would eventually rise, particularly 2 with the adoption of its VisibiliT average risk pregnancy test. 3 71. With respect to Sequenom’s liquid biopsy efforts, Welch stated that 4 Sequenom was “advancing [its] liquid biopsy oncology program.” He stated: “We 5 continue to apply our technical and clinical expertise to the . . . liquid biopsy solutions 6 in oncology and remain on track to release a research-use-only test for profile and 7 circulating tumor DNA in the second half of 2015. Profile of circulating tumor DNA 8 has broad potential applications.” 9 72. On or around May 11, 2015, Quest launched its own NIPT, QNatal, to 10 replace MaterniT21 PLUS. 11 73. On June 3, 2015, Welch presented on behalf of Sequenom at the Jefferies 12 Global Healthcare Conference. In the presentation, Welch highlighted Sequenom’s 13 liquid biopsy efforts. He stated: 14 So, why liquid biopsy in oncology? The mainstay for doing tumor detection in oncology today is with extracting the tumor. They 15 paraffinate it, takes slices, send it, from the pathologist, stains and gives information back to the medical oncologist. It’s timely and sometimes 16 hard to access the tumor types. And the tumors are usually not very - their heterogeneity, you don’t know what you’re getting. If you could do 17 this non-invasively, just with a tube of blood and get those markers, you’d be going quicker, potentially lower cost, and because you get pan 18 tumor definition, you may get more information about the totality of the tumor in the body. I think the access and turnaround time could also be 19 substantially improved over what currently is done in the U.S. and around the world. 20 74. Welch explained that the Company’s current efforts would be the 21 “backbone of future developments for a future test for us.” He stated “we believe this 22 is long-term and we’re very bullish on the liquid biopsy tumor market for 23 Sequenom.” 24 75. On June 4, 2015, Sequenom announced that it had entered into an 25 agreement with respect to its outstanding 5.00% Convertible Senior Notes (“Senior 26 Notes”). Sequenom had issued the Senior Notes ($130 million aggregate principal 27 amount) in 2012 in a private offering. The Senior Notes were set to mature on 28

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1 October 1, 2017. On June 4, 2015, certain holders of the Senior Notes agreed to 2 exchange $85 million in aggregate principal amount for new 2018 Notes. Following 3 the closings of these exchange transactions, $45 million in aggregate principal amount 4 of the Senior Notes remained outstanding. 5 76. On July 28, 2015, the Board held a meeting. It is reasonably inferred that 6 all Individual Defendants (Buechler, Lai-Goldman, Lerner, Lindsay, Mackey, 7 Pendarvis, Slacik, and van den Boom) attended the meeting – the 14D-9 does not state 8 that any Board member was absent. At this Board meeting, JPM discussed with the 9 Board the opportunities for acquisitions and partnerships in the oncology market for 10 Sequenom. There is no indication that any Individual Defendant voiced any objection 11 to Sequenom continuing to invest in its liquid biopsy program. 12 77. On August 5, 2015, Sequenom reported a revenue drop for the second 13 quarter. 14 78. On August 5, 2015, Sequenom management held a 2Q 2015 earnings 15 call. Defendant van den Boom was present and participated. During this call, Welch 16 reminded investors that the Company had expected the revenue drop as Sequenom 17 transitioned into a license model. He stated: 18 We communicated at the end of the first quarter this year that we anticipated the transition of Quest to the patent pool in the second quarter 19 could reduce our total revenues in the second quarter by $3 million compared to our first quarter revenues. 20 With this overview I would like to review the patent pool rationale 21 and discuss our business moving forward. Our settlement with Illumina and the creation of the NIPT Patent Pool Agreement at the end of the 22 2014, eliminated certain costly and ongoing litigation expenses provided for future reductions to our cost of goods sold, allow for improvement to 23 our supply agreement for Illumina equipment and services, provided access to test fees and royalties from third party participants that joined 24 the patent pool and placed responsibility of global enforcement, protection of patents in the patent pool on Illumina with selective support 25 by Sequenom. 26 In addition Sequenom received $50 million cash settlement from Illumina while providing Illumina access to our clinical samples to 27 collect it honoring FDA agreed upon protocol. As an outcome of this and as a result of sequence prior NIPT license agreement, it’s a transition to 28 measurable licensing revenues in addition to our diagnostic service

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1 revenues from test performed by our laboratory. This transition affected our second quarter 2015 results where we observed a reduction in our 2 diagnostic service revenue and NIPT test volumes as two referring laboratories converted to licensing agreements. Quest Diagnostics 3 launched its own NIPT laboratory develop test in the second quarter of 2015 and GeneTech launched its NIPT test in the first quarter of 2015. 4 Both companies now pay patent pool test fees. 5 Sequenom Laboratories accessioned over 44,000 tests in the second quarter of 2015. We accessioned over 36,000 MaterniT21 PLUS 6 tests nearly all of which were for high risk patients, down as expected from the over 44,000 MaterniT21 test in the first quarter of 2015 due a 7 strategic shift of Quest Diagnostics to an NIPT licensee. Caron will discuss our financials later in the call, but the second quarter of 2015, 8 excluding a strategic shift of samples by Quest our NIPT test volume was similar to our first quarter 2015. 9 79. Welch confirmed management’s continued belief in the long-term value 10 of the Patent Pool: 11 We expect increased test volumes from the current licensees this year 12 and we anticipate the number of active licensees to grow this year and beyond. 13 The patent pool allows us additional access to the broader U.S. 14 average risk population as well as the expanding and relatively untapped international market that otherwise would not have been easily 15 acceptable by Sequenom. Overall, we strongly believe in the long term value of the license test fee revenues and royalties from the patent pool. 16 We communicated earlier in the year that we expect to receive up to $80 million in cumulative minimum test fee revenues and royalties from the 17 patent pool between 2015 and 2020, subject to certain potential agreed to adjustments. The actual test fee revenues and royalties could be much 18 greater. 19 . . . Sequenom believe[s] in robustness and the value of the patent pool will expand through the life of the patents well beyond 2030. 20 80. Welch stated that the Company was continuing to make headway with its 21 new products. VisibiliT was “tracking to [the Company’s] internal goals.” Welch 22 also stated that Sequenom was planning to launch another new product - MaterniT® 23 GENOME – in the quarter, which was a test that could analyze every chromosome, 24 more than any other NIPTs. 25 81. With respect to Sequenom’s liquid biopsy efforts, Welch stated that 26 Sequenom was continuing “to make excellent progress” on its oncology program. He 27 stated: “We’re working with multiple leader, leading cancer centers that we expect 28

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1 will utilize the test as part of their clinical research programs.” He stated that further 2 information would be provided in Sequenom’s Investor and Analyst Day on 3 September 28, 2015. 4 82. The Board held a meeting on August 18, 2015. It is reasonably inferred 5 that all Individual Defendants (Buechler, Lai-Goldman, Lerner, Lindsay, Mackey, 6 Pendarvis, Slacik, and van den Boom) attended the meeting – the 14D-9 does not state 7 that any Board member missed the meeting. At this meeting, the Board authorized the 8 engagement of JPM to act as Sequenom’s financial advisor. The Board instructed 9 management and JPM to evaluate potential refinancing opportunities for Sequenom’s 10 convertible debt. 11 83. In connection with the Board’s consideration of refinancing options, the 12 Company’s management provided the Board an update to two sets of financial 13 projections with respect to the Company’s reproductive health business. These 14 projections were not with respect to the oncology business; as discussed below, 15 management prepared oncology projections separately. As discussed below, one set 16 of the reproductive health business projections – the “Expected Forecast” 17 projections – reflected the best estimates and judgments by management as to the 18 expected future results of operations and financial condition of Sequenom’s 19 reproductive health business. The other set of projections – the “Reduced Forecast” 20 projections – were an unduly pessimistic, downward-revised set of numbers. 21 84. On August 25, 2015, Sequenom announced that it entered into a clinical 22 research collaboration with University of California, San Diego Moores Cancer 23 Center to test the utility of its new liquid biopsy test. 24 85. On September 14, 2015, Sequenom filed a U.S. federal trademark 25 registration for a new liquid biopsy test called Oncoplasma. 26 86. On September 16, 2015, Welch presented on behalf of Sequenom at the 27 Morgan Stanley Health Conference. In the presentation, Welch stated: 28

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1  Sequenom expected significant long-term value in the Patent Pool (“The patent pool is composed today of about 425 patents and patent 2 applications. It will keep growing. As these patents evolve around the 3 world and get more claims – goodness, it could be 1,000 patents as this 4 finalizes.”; “In the short term you have seen our revenues change from solely revenues based on test fees to revenues and royalties. And that’s 5 diminished, short-term, some of our test fee revenues while we get 6 royalty revenues.”; “And let me just say, we are growing. We see growth as a company and reproductive health ourself. And we see substantial 7 growth also for the patent pool around the world. I think folks know, but 8 we have $80 million of minimums from the patent pool between now and the year 2020. But we expect much broader revenues from and 9 royalties from the patent pool than $80 million.”); 10  Sequenom expected significant long-term value in the average risk 11 market (“gosh, it is four or five times bigger than the high-risk market”); and 12 13  Sequenom was continuing to invest in its oncology program (“And we have another program that we are working hard in the liquid biopsy 14 arena, which we are very excited about as well.”). 15 87. On September 17, 2015, Sequenom announced that it signed a national 16 agreement with UnitedHealthcare Insurance Company, effective October 1, 2015, 17 covering 43 million people throughout the United States, to provide the MaterniT21 18 PLUS, HerediT CF Carrier Screen and HerediT UNIVERSAL Carrier Screen tests. In 19 the press release announcing the agreement, Sequenom stated: “The addition of this 20 contract brings the number of covered lives under agreement by Sequenom 21 Laboratories’ diagnostic services to more than 200 million.” 22 88. On September 18, 2015, the Board held a meeting. It is reasonably 23 inferred that all Individual Defendants (Buechler, Lai-Goldman, Lerner, Lindsay, 24 Mackey, Pendarvis, Slacik, and van den Boom) attended the meeting – the 14D-9 does 25 not state that any Board member missed the meeting. At this Board meeting, JPM 26 discussed with the Board the opportunities for acquisitions and partnerships in the 27 oncology market for Sequenom, including potentially spinning off the Company’s 28

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1 oncology business. There is no indication that any Individual Defendant indicated 2 that Sequenom should abandon its efforts regarding its liquid biopsy program. 3 89. On September 21, 2015, Sequenom suddenly announced that Welch was 4 leaving the Company to “pursue other interests.” Sequenom announced that 5 defendant van den Boom would replace Welch as interim President and CEO of 6 Sequenom. In connection with his promotion, Dr. van den Boom received an increase 7 in salary from $475,000 to $550,000. No other changes were made to his 8 compensation.3 9 90. On September 28, 2015, Sequenom held its Investor and Analyst Day. 10 Defendant van den Boom made a presentation to investors at the event (“Investor 11 Presentation”). 12 91. In the Investor Presentation, Dr. van den Boom stated that the Company’s 13 business model included the oncology program. He stated that: 14  the Company had a “[s]trategic plan . . . in place to capture value from reproductive health market opportunities” and was also currently “laying 15 the foundation / building blocks for future growth in oncology”; and 16  the Company’s multi-pronged business model contemplated diagnostic 17 fees from new products, licensing revenue (“32 . . . licensees and 18 growing”), and clinical collaboration in reproductive health and oncology. 19 20 92. Dr. van den Boom also stated that the Company’s growth plans included 21 oncology. Under the heading “Growth programs,” Dr. van den Boom listed three 22 “Reproductive health + oncology” programs: (i) “Maternit GENOME”; (ii) “Average- 23 risk NIPT”; and (iii) “Liquid biopsy ctDNA technology, RUO test.” 24 93. Dr. van den Boom stated that management expected the oncology 25 program to be one of the primary growth drivers for Sequenom’s future: 26

27 3 2015 annual shareholders meeting proxy. 28

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1 2 3 4 5 6 7 8 9

10 11 94. Dr. van den Boom stated that Oncoplasma was “poised to be the first of a 12 family of Sequenom ctDNA tests.” 13 95. Dr. van den Boom stated that, of management’s expectation of a $21 14 billion addressable market by 2020, they expected $16 billion of that to be from 15 oncology profiling and oncology detection opportunities: 16 17 18 19 20 21 22 23 24 25 26

27 28 96. He further stated that:

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1  the Company was midpoint in its cancer profiling product pipeline, with the expectation of a more than $2 billion market opportunity by 2020; 2 and 3  the Company was about one third in its cancer detection product 4 pipeline, with the expectation of a more than $14 billion market 5 opportunity by 2020. 6 97. Translated to financials, Dr. van den Boom stated that management’s best 7 estimates were that Sequenom would achieve over $500 million in revenues by 2020, 8 with the oncology program making up a material portion: 9 10 11 12 13 14 15 16 17 18 19 20

21 98. Notably, the $500-million-by-2020 growth trajectory expressed by Dr. 22 van den Boom was consistent with the Expected Forecast and not the Reduced 23 Forecast. The Expected Forecast assumed $426 in revenue by 2020 and the Reduced 24 Forecast assumed $330 million in revenue by 2020 for Sequenom’s reproductive 25 health business. Additionally (as will be discussed below), management expected $73 26 million in revenues in 2020. Therefore: 27 28

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1 Reproductive health Oncology Combined 2 Expected Forecast 426 73 499 3 Reduced Forecast 330 73 403 4 5 99. Thus, the Expected Forecast more accurately reflected the best estimates 6 and judgments by management as to the expected future results of operations and 7 financial condition of Sequenom, than the Reduced Forecast. 8 100. Dr. Eric Topol, Scripps Health Chief Academic Officer and Professor of 9 Genomics at The Scripps Research Institute, participated in the Sequenom’s Investor 10 and Analyst Day presentation. Dr. Topol stated in his opinion that the liquid biopsy 11 market reflected a $20 to $30 billion opportunity. He agreed with Dr. van den Boom 12 that Sequenom could expect to a $16 billion market opportunity from oncology by 13 2020: 14 15 16 17 18 19 20 21 22 23

24 25 101. On October 5, 2015, Sequenom announced that it entered into a clinical 26 collaboration with Seoul National University Hospital in South Korea to evaluate 27 28

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1 circulating cell-free tumor DNA in blood in a series of research studies targeting 2 several hundred patients across a wide variety of cancer types. 3 102. On October 12, 2015, Sequenom announced that it entered into a clinical 4 collaboration University Medical Center Hamburg-Eppendorf (UKE) in Germany to 5 evaluate circulating cell-free tumor DNA in blood to monitor response to treatment in 6 later stage colorectal cancer patients. 7 103. On October 19, 2015, Sequenom announced that it entered into a clinical 8 collaboration with the University of Colorado Denver, School of Medicine to explore 9 the utility of Sequenom’s research use only (RUO, i.e., products in the laboratory 10 phase of development) liquid biopsy for detecting and profiling late stage melanoma, 11 in cases where tissue biopsies are not available or too risky to obtain. 12 104. “Liquid biopsy has many potential applications for a variety of cancers,” 13 stated Daniel Grosu, M.D., Sequenom’s Chief Medical Officer. “This is our first 14 collaborative study focusing on melanoma, which expands the range of cancers and 15 clinical care settings that we are exploring with this novel technology. We are 16 uniquely positioned to leverage our strong expertise in testing circulating cell-free 17 DNA to move liquid biopsy from a research concept to routine clinical practice in 18 oncology.” 19 105. On November 4, 2015, Sequenom reported financial results for the third 20 quarter, which included total revenues of $29.9 million, a decrease of 21% compared 21 to revenues of $37.9 million for the third quarter of 2014. 22 106. On November 4, 2015, the Company’s management held an 3Q 2015 23 earnings call. During this call, Dr. van den Boom told investors that most of the 24 revenue decline could be attributed to one customer (an international laboratory) 25 converting to the Patent Pool. Dr. van den Boom reminded investors that the 26 Company was undergoing a transition to a licensing model which was expected to 27 return significant long-term value once it ramped up: 28

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1 . . . I believe it would be helpful to remind investors that Sequenom’s business model shift, which has occurred largely as a result of the 2 settlement of the patent litigation in 2014, and the creation of the patent pool is still in the early stages of showing its true strengths. 3 The change in our business model that characterized our 4 transformation in 2015 is expected to increase our royalty revenue and gross margins overtime, and has already decrease our G&A costs as a 5 result of reduced legal expense going forward from the 2014 settlement. However, it will also decrease our direct product service revenue in the 6 near-term. 7 107. With respect to Sequenom’s liquid biopsy efforts, Dr. van den Boom 8 stated that Sequenom was maintaining focus on building its oncology business. He 9 stated: 10 We are focusing on two main areas in which we believe our technology and expertise can create significant value, molecular 11 profiling of actionable limitation and aid in cancer detection. We have made great progress in development of our circulating tumor DNA 12 profiling technology and entered into a number of clinical collaborations with leading clinical and cancer centers around the world, including the 13 Moores Cancer Center at the University of California San Diego, Seoul National University Hospital, University Medical Center Hamburg- 14 Eppendorf and the University of Colorado Denver, School of Medicine. 15 108. The Board held a meeting on December 8 and 9, 2015. It is reasonably 16 inferred that all Individual Defendants (Buechler, Lai-Goldman, Lerner, Lindsay, 17 Mackey, Pendarvis, Slacik, and van den Boom) attended the meeting – the 14D-9 does 18 not state that any Board member missed the meeting. At these Board meetings, the 19 Board was informed that in connection with management’s and JPM’s exploration of 20 financing opportunities, some companies indicated an interest in acquiring all of 21 Sequenom. The Board instructed management and JPM to not pursue any proposals 22 for a sale of the Company. According to the 14D-9, the Board recognized that 23 “greater stockholder value could be created by eliminating the financial overhang of 24 its $130 million in convertible debt maturing in 2017 and 2018 and focusing on its 25 operations as a stand-alone business.” Dr. van den Boom also recognized that the 26 Company’s stock price was temporarily and artificially depressed because of the 27 overhang. 28

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1 109. On December 10, 2015, Sequenom announced that the Board appointed 2 van den Boom as President and CEO. 3 110. In connection with Dr. van den Boom’s appointment as President and 4 CEO, at the request of Dr. van den Boom, the Board agreed to reduce his annual base 5 salary (by $75,000) and in exchange, grant him an option to purchase 959,167 shares 6 of the Company’s common stock at an exercise price per share equal to $1.33 (“CEO 7 Option”) and a restricted stock unit covering 751,880 shares of the Company’s 8 common stock (“CEO RSU”). 9 111. The CEO Option contained both service and market performance 10 conditions. The CEO Option was set to vest equally over 48 months, beginning on 11 January 10, 2016, and only became exercisable if the Company’s stock price 12 appreciated such that the closing price was a minimum of $1.66 for at least 30 13 consecutive trading days. The grant date fair value of the CEO Option was 14 $1,035,900. The CEO RSU would vest 1/4 each year over four years on December 9, 15 2016, 2017, 2018, and 2019. The grant date fair value of the CEO RSU was 16 $1,000,000. The CEO Option and CEO RSU imposed a material incentive for 17 defendant van den Boom to work towards consummating the Acquisition, as discussed 18 below. 19 112. On December 17, 2015, a Seeking Alpha article noted that trail blazers 20 Klaus Pantel, MD, Ph.D. and Dr. Eric Topol had partnered with Sequenom to collect 21 clinical data to prove the efficacy of Sequenom’s OncoPlasma. The article noted that 22 OncoPlasma was a pan-cancer test screening 134 genes, but doctors Pantel and Topol 23 were focused on colorectal cancer for early market screening adoption. The article 24 noted: 25 The choice makes a lot of sense. No one loves a colonoscopy. The procedure is so distasteful that over 50% of the age 50-74 community 26 where it is recommended are not compliant. The cost in the US is $1,100 which provides an interesting potential cost savings to prove cost 27 effectiveness if the clinical trials show the effectiveness as anticipated. Sequenom recently estimated the total available market at 80 million 28 individuals in the US alone.

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1 113. In its 2015 annual report, Sequenom explained again that: 2 Following our entry into the Pooled Patents Agreement with Illumina, which we signed in December 2014, certain customers began 3 performing noninvasive prenatal tests in their own laboratories under license agreements from us and Illumina. As a result, a portion of our 4 NIPT business shifted from providing diagnostic services to receiving license revenue in the form of test fees from the patent pool. This change 5 resulted in a decline in total revenue in 2015. 6 114. In December 2015, Sequenom’s management provided the Reduced 7 Forecast and the Expected Forecast to JPM. As discussed above, the Expected 8 Forecast was consistent with the growth trajectory expressed by Dr. van den Boom in 9 the Investor Presentation just a few months earlier in September. The Reduced 10 Forecast was not. 11 2016 – the Turnaround Year 12 115. In 2016, the Company finally started to emerge from the business model 13 transition. 14 116. On January 7, 2016, Sequenom announced that the Board had approved 15 the implementation of a restructuring plan, under which the Company would divest its 16 North Carolina lab and seek strategic partners for the commercialization of its 17 oncology liquid biopsy assay. In the press release, Dr. van den Boom stated: “We 18 believe these changes will position Sequenom to achieve higher levels of near-term 19 performance while still allowing us to pursue our longer-term potential.” 20 117. Over twenty companies expressed interest in the oncology liquid biopsy 21 program within weeks of the announcement. Six parties signed confidentiality 22 agreements and engaged in due diligence over the next several months, into May 23 2016. 24 118. On January 11, 2016, Sequenom provided an update with respect to its 25 MaterniT GENOME product. “Demand for our new MaterniT® GENOME product, 26 launched just at the end of August, has been stronger than we originally expected, 27 both domestically and internationally,” stated Dr. van den Boom. 28

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1 119. On January 13, 2016, Dr. van den Boom presented an overview of the 2 Company at the 34th Annual J.P. Morgan Healthcare Conference. 3 120. In this presentation (like in the September Investor Presentation), Dr. van 4 den Boom stated that the Company management believed that Sequenom’s 5 addressable reproductive health market was $5 billion by 2020. 6 121. In this presentation (like in the September Investor Presentation), Dr. van 7 den Boom stated that Company’s growth plans included oncology. Under the heading 8 “Growth programs,” Dr. van den Boom listed the same three “Women’s health + 9 oncology” programs: (i) “Maternit GENOME LDT”; (ii) “Average-risk NIPT”; and 10 (iii) “Liquid biopsy ctDNA technology, RUO assay.” 11 122. Dr. van den Boom stated that a “key takeaway[]” was that Sequenom’s 12 “[p]artnering strategy retains oncology growth potential.” 13 123. On March 2, 2016, Sequenom announced its fourth quarter 2015 results, 14 including revenue of $27.8 million, a decline from $29.9 million for the third quarter 15 of 2015 and $36.8 million for the fourth quarter of 2014. At the same time, Sequenom 16 announced that fourth quarter total accessions of 42,200 were up, from 41,000 in Q3 17 2015. 18 124. On March 2, 2016, Sequenom management held a 4Q 2015 and full year 19 2015 earnings call. During this call, Dr. van den Boom stated that the Company was 20 about midpoint in its business model transition: 21 2015 was the first full year following deformation of the patent pool. The patent pool accomplished several important objectives for 22 Sequenom. First, it allowed us to participate globally wherever NIPT is practiced through the receipt of test fees and royalties. These began with 23 the minimum of $6 million in 2015 and will rise to $20 million in 2020. The cumulative minimum value is $80 million to Sequenom through 24 2020, subject to adjustment in certain situations. After 2020, the test fees and royalties continue but without annual minimums. Importantly, 25 Illumina’s taken on a significant role in worldwide enforcement of the patents in the pool. Finally, this agreement allows us to operate without 26 the substantial cost of the litigation with Illumina that we bore in prior years. It was an immediate impact to our revenues from the conversion 27 of some laboratory customers to licensees. However, as the global market for NIPT continues to expand, this will allow us to participate in 28 that growth over time. In addition, the license fees we receive, carry a

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1 much higher gross margin percentage than if were performing the test ourselves. 2 * * * 3 Overall, we view Sequenom’s business being midway through a 4 transitioning a business model that will take us through the rest of 2016. 5 125. Dr. van den Boom stated that the Company’s new products were 6 beginning to ramp up: 7  “With the strong portfolio of tests, movement toward coverage for average risk and the trend we see among our obstetricians toward greater 8 use of NIPTs in average risk pregnancies, we believe this is the right 9 time to begin selling testing to this market.”

10  “[F]ourth quarter of 2015 was the first full quarter of MaterniT® 11 GENOME sales with over 3,000 test accessioned, which exceeded [management’s] internal expectations.” “We expect major growth for 12 MaterniT® GENOME going forward and believe that it ultimately could 13 be a game changer in cell-free DNA based testing.” 14 126. With respect to Sequenom’s liquid biopsy efforts, Dr. van den Boom 15 stated that the Company was looking for an appropriate partner to complete the 16 development and commercialization of the Company’s valuable oncology assays. 17 127. On March 2, 2016, Sequenom announced an agreement with Anthem 18 BlueCross, pursuant to which Sequenom would provide NIPTs for Anthem’s 19 California customers in both high and average risk pregnancies, beginning March 1, 20 2016. This agreement was the “first step in [Sequenom’s] strategy to leverage the 21 testing portfolio for the average risk market.” 22 128. On March 3, 2016, Sequenom filed its annual report on Form 10-K for 23 the year ended December 31, 2015, with the SEC. In this report, Sequenom stated 24 that the “molecular diagnostics testing market in the United States represents one of 25 the fastest growing areas of the $51.7 billion clinical laboratory industry in the United 26 States.” Sequenom stated: “Within the clinical laboratory industry, the molecular 27 diagnostics market segment is currently estimated to be $4 billion, growing at a rate of 28

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1 approximately 17% per year.” Sequenom indicated that the total available markets for 2 its currently marketed LDTs were estimated as follows: 3  “NIPT Tests (MaterniT21 PLUS, MaterniT GENOME and VisibiliT): There are approximately 4 million annual births in the United States, 4 based on 2013 data. We estimate the increased risk market segment for 5 NIPT to be more than 750,000 patients per year. This segment is defined 6 by factors including advanced maternal age at time of delivery, personal or family history and/or abnormal results from other clinical tests, such 7 as serum screening or ultrasonography. ACOG and the Society for 8 Maternal-Fetal Medicine, or SMFM, issued a joint Committee Opinion (#545; superseded by #640) supporting the use of NIPT, the technology 9 used in our NIPT tests. We believe this guideline will continue to 10 increase market adoption for NIPT for aneuploidy detection. Following the issuance of this guideline in late 2012 and revised in 2015, many 11 third-party payors adopted positive coverage policies for reimbursement 12 of NIPT for high-risk pregnancies. In late 2015, certain third-party payors adopted positive coverage policies for reimbursement of NIPT for 13 average risk pregnancies.” 14  “HerediT CF Test: CF carrier screening is the largest volume prenatal 15 carrier screen test performed in the United States. CF testing is recommended by ACOG and ACMG. A number of laboratories offer a 16 CF test. Approximately 1.1 million CF screening tests are performed 17 annually in the United States, based on 2010 data.”

18  “HerediT UNIVERSAL Test: There are annually approximately 4 19 million births in the United States and over 200 million births worldwide that could potentially utilize this test.” 20 21  “SensiGene RHD Test: Each year in the United States there are approximately 600,000 Rhesus D negative women who are pregnant and 22 could benefit from assessments of the RhD genotype status of their 23 fetuses.” 24 129. On March 23, 2016, Sequenom announced that it entered into agreements 25 with Anthem Blue Cross and Blue Shield Health Plans to provide NIPTs for high and 26 average-risk pregnancies for their members in the states of Connecticut, Maine, and 27 New Hampshire, effective March 28, 2016. 28

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1 130. On April 19, 2016, Sequenom announced that it completed the 2 consolidation of its North Carolina operations into its San Diego lab. In the press 3 release, Sequenom reaffirmed its expectation of achieving in excess of $20 million in 4 annualized operating cost savings by late 2016. 5 131. On May 3, 2016, Sequenom announced that it entered into agreements 6 with Blue Cross and Blue Shield of Georgia, Inc. (effective 4/11/16), Anthem Blue 7 Cross and Blue Shield Health Plans, Anthem Blue Cross and Blue Shield Health Plans 8 to provide NIPTs for high and average-risk pregnancies for their members in the states 9 of Indiana, Kentucky, Missouri, Ohio and Wisconsin (effective 5/15), and an 10 agreement with Anthem Blue Cross and Blue Shield in Virginia (effective 5/23/16) to 11 provide NIPTs for high and average-risk pregnancies for their members in Virginia. 12 132. On May 4, 2016, Sequenom reported its 1Q 2016 results. Although, as 13 management expected, “[r]evenues and unit volumes in the first quarter of 2016 were 14 lower than the first quarter of 2015, primarily reflecting the conversion of certain 15 laboratory customers to licensee status under the Pooled Patents Agreement,” 16 Sequenom reported that the total volume of tests from Sequenom’s core business 17 increased by 7% over the first quarter of 2015, largely as a result of Sequenom 18 Laboratories’ entry into the average risk pregnancy market. 19 133. On May 4, 2016, Sequenom management held an Q1 016 earnings call. 20 During this call, Dr. van den Boom stated that the Company had progressed faster 21 than expected and was in the early stages of its “turnaround”: 22 “[W]e see evidence on multiple fronts that we’re in the early stages of a turnaround for Sequenom, as we exceeded our internal operational target 23 and met our financial targets in the first quarter. 24 In March, when we reported the fourth quarter results, we showed a favorable unit trend compared to the immediately preceding third 25 quarter. And that favorable trend has continued when looking at the first quarter of 2016 compared to the fourth quarter of 2015. We believe this 26 favorable unit trend will continue through the rest of the year. 27 A good way to measure our growth in accession units is to look at our core business year-over-year net of prior year accession units from 28 laboratory customers that converted into licensee agreement. This had a

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1 large impact on the first quarter comparison where there were substantial volumes in the 2015 first quarter, but minimal in the first quarter of 2 2016. 3 We accessioned over 41,000 NIPT unit in this year’s first quarter compared to approximately 36,000 adjusted units in the first quarter of 4 2015, representing 14% growth. Having in non-NIPT volumes, the total first quarter 2016 volume was 46,400 units, 7% ahead of the 43,500 units 5 in the first quarter of 2015, again, adjusting for the laboratory customer conversions. We continue to expect to accession 170,000 NIPT test for 6 all of 2016, consistent with our prior guidance. 7 134. Dr. van den Boom stated that the Company’s new products were well- 8 received in the market and ramping up: 9  “We’re pleased with our initial entry into the average risk pregnancy market in the obstetric channel, but we have considerably more 10 opportunities in that area and are just beginning to tap into that 11 potential.”

12  “The situation is similar for our carrier screening test, where we also 13 have significant potential and are beginning to see more traction.” 14  “As physicians around the world learning up MaterniT GENOME 15 performance, characteristics, we believe we will continue to see a raising level demand for the test.” 16 135. With respect to Sequenom’s liquid biopsy efforts, Dr. van den Boom 17 explained that Sequenom’s OncoPlasma product looked very promising. He stated: 18 While our oncology program met or exceeded the technical milestones, 19 we announced early generate our intention to patent the future development and commercialization of the technology. We believe 20 partnering can improve the chances for eventual commercial success as well as lines has to focus our efforts on the reproductive business. We 21 have reduced spending on our oncology development work as planed and are continuing to evaluate the best option for leveraging the value we 22 have created. 23 136. Throughout April and May 2016, Sequenom’s management continued to 24 explore refinancing opportunities. 25 137. On May 13, 2016, LabCorp’s President, CEO and Chairman contacted 26 Dr. van den Boom and indicated an interest in a potential transaction with Sequenom. 27 28

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1 138. The Board held a meeting on May 18, 2016. It is reasonably inferred that 2 all Individual Defendants (Buechler, Lai-Goldman, Lerner, Lindsay, Mackey, 3 Pendarvis, Slacik, and van den Boom) attended the meeting - the 14D-9 does not state 4 that any Board member missed the meeting. 5 139. At the May 18, 2016 Board meeting, “[r]epresentatives of J.P. Morgan 6 described the status of its activities with respect to analyzing various alternatives to 7 replace the existing convertible debt and the relative advantages of each and a 8 preliminary valuation analyses.” The Board “agreed to review term sheets from 9 interested debt sources for the refinancing of the convertible notes before 10 consideration of any potential strategic transaction.” The 14D-9 did not disclose these 11 terms received and reviewed by the Board. 12 140. On June 7, 2016, Sequenom received a proposal from a debt source, for a 13 proposed senior secured loan for up to $150 million. 14 141. On June 10, 2016, Dr. van den Boom presented an overview of 15 Sequenom at the Jefferies Global Healthcare Conference. In his presentation, Dr. van 16 den Boom emphasized that Sequenom was “in a transition year and a turnaround 17 year.” Dr. van den Boom stated that Patent Pool was still in the early stages of 18 showing its true value, with growing number of licensees (now 46 compared to 32 19 licensees in September 2015): 20 I will talk about the patent pool repeatedly because it’s very key to our strategy. If you look at the US market and international markets, it’s 21 hard to build a sales force to address all these markets on your own, but in a partnership model, you can do that and get high-margin revenue 22 contributions through royalties and test fee payments. 23 The patent pool was created at the end of 2014. It has over 400 patents and patent applications. It’s extremely comprehensive, and we’re 24 seeing the first signs of success with that patent pool, which together with the leading sequencing platform through Illumina really gives an 25 opportunity worldwide. Over 46 companies and entities have signed up since we created the patent pool with Illumina, which I think is a 26 significant achievement, and out of the 46, 25 licensees are currently performing tests themselves; others may use either laboratory as a test 27 partner. 28

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1 142. Dr. van den Boom reminded investors that Sequenom was guaranteed 2 $80 million over the next five years from Illumina. He stated: “What’s important is 3 that these payments don’t stop in 2020. They will continue until the last patent 4 expires, which may be 2030 or longer because there’s still additional IP issuing. So 5 we just don’t have guaranteed minimums defined after 2020. That’s a significant 6 value for us as a Company.” 7 8 9 10 11 12 13 14 15 16 17 18

19 143. Dr. van den Boom also confirmed that the management’s expectations 20 regarding Sequenom’s NIPT growth prospects remained the same as in the September 21 2015 Investor Presentation: 22 So, the global opportunity in noninvasive prenatal testing is $3 billion, and as you expand your call point from the maternal fetal 23 medicine specialists to obstetricians and gynecologists, you get the opportunity to also sell carrier screening, which is another $2 billion 24 market. In our call point originally, there was just not a lot of opportunity because you’re dealing with high-risk pregnancies and specialists where 25 carrier screening is not the biggest issue anymore. 26 So overall, just staying focused on those two market segments is a $5 billion opportunity for us as a company and that’s where the future 27 growth will come from. 28

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1 144. In this presentation (exactly like in the September 2015 Investor 2 Presentation), Dr. van den Boom stated that the Company management believed that 3 Sequenom’s addressable reproductive health market was $5 billion by 2020. 4 145. With respect to the Company’s oncology efforts, Dr. van den Boom 5 confirmed that Sequenom “did meet all our milestones” in its oncology program. 6 146. Dr. van den Boom confirmed that Company’s growth plans continued to 7 include oncology. In this June 2016 Jefferies presentation (just like in the September 8 2015 JPM presentation), under the heading “Growth programs,” Dr. van den Boom 9 listed three “Women’s health + oncology” programs: (i) “Maternit GENOME LDT”; 10 (ii) “Average-risk NIPT”; and (iii) “Liquid biopsy ctDNA technology, RUO assay.” 11 147. The Board held a meeting on June 15 and 16, 2016. It is reasonably 12 inferred that all Individual Defendants (Buechler, Lai-Goldman, Lerner, Lindsay, 13 Mackey, Pendarvis, Slacik, and van den Boom) attended the meeting - the 14D-9 does 14 not state that any Board member missed the meeting. At these Board meetings, 15 management presented the Board with its long-term expectations regarding its 16 oncology business, including but not limited to the following revenue projections for 17 the oncology business for 2016-2020: $0, $5 million, $20 million, $45 million and $73 18 million, respectively. 19 148. Notably, these oncology projections demonstrated that the Expected 20 Forecast (and not the Reduced Forecast) more accurately reflected the best estimates 21 and judgments by management as to the expected future results of operations and 22 financial condition of Sequenom. Van den Boom stated in the Investor Presentation 23 that management expected $500 million in revenue by 2020. The Expected Forecast + 24 oncology projections assumed $499 ($426 + 73) in revenue by 2020. In comparison, 25 the Reduced Forecast assumed $403 ($330 + 73) million in revenue by 2020. 26 149. On July 19, 2016, LabCorp submitted an indication of interest to acquire 27 100% of the Company at a purchase price of $2.30 per share. 28

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1 150. The Board held a meeting on July 19, 2016. It is reasonably inferred that 2 all Individual Defendants (Buechler, Lai-Goldman, Lerner, Lindsay, Mackey, 3 Pendarvis, Slacik, and van den Boom) attended the meeting - the 14D-9 does not state 4 that any Board member missed the meeting. At the July 19, 2016 meeting, the Board 5 was presented with the Expected Forecast. (The 14D-9 does not state whether the 6 Board was additionally presented with the Reduced Forecast at this time). There is no 7 indication that any Board member voiced objection to the Expected Forecast up to this 8 point. 9 151. One day later, on July 20, 2016, LabCorp agreed to offer $2.40 per share 10 for the Company. 11 152. At some point after the July 19, 2016 Board meeting and before July 26, 12 2016, the Board “directed J.P. Morgan to use the [Reduced Forecast] Projections and 13 not to use any [Expected Forecast] Projections for purposes of rendering of its fairness 14 opinion to the Sequenom Board and performing its related financial analysis.” JPM 15 did not independently verify the Reduced Forecast but instead assumed that these 16 projections were accurate for the purposes of its fairness analyses. 17 153. On July 22, 2016, Sequenom announced that it would report financial 18 results for 2Q 2016 after close of market on August 3, 2016, and hold an earnings call 19 on that date. 20 154. The Board held a meeting on July 26, 2016, which was attended by all 21 Individual Defendants: Buechler, Lai-Goldman, Lerner, Lindsay, Mackey, Pendarvis, 22 Slacik, and van den Boom. At this meeting, JPM provided fairness analyses and an 23 opinion that the $2.40 per share consideration was fair to the Company’s shareholders 24 based only on the Reduced Forecast. The Board knowingly failed to require JPM to 25 provide a fairness opinion based on projections that accurately reflected the 26 Sequenom’s management actual expectations of the Company. The Board then relied 27 on JPM’s fairness opinion, even when the Board knew that the opinion was fatally 28

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1 flawed for having relied on inadequate financial projections that did not present an 2 accurate view of the future prospects of the Company. 3 155. For its work, JPM secured a $6.3 million fee, of which $4.8 million was 4 payable upon the consummation of the Merger. 5 156. On July 26, 2016, each Individual Defendant approved the execution of 6 the Merger Agreement and the consummation of the Merger. Each Individual 7 Defendant (Buechler, Lai-Goldman, Lerner, Lindsay, Mackey, Pendarvis, Slacik, and 8 van den Boom) determined to recommend to Sequenom’s stockholders to tender their 9 shares to LabCorp for $2.40 per share. 10 157. In so doing, each Individual Defendant secured material benefits in the 11 Merger. The Individual Defendants owned various options and restricted share units 12 that would have been locked up for years, including the CEO Option and the CEO 13 RSU that defendant van den Boom negotiated during the period when the Company 14 was receiving acquisition proposals from interested buyers. 15 158. The Merger Agreement provided that each stock option that was 16 outstanding and unexercised and held by an employee or director of Sequenom would 17 accelerate and become fully vested and exercisable effective immediately prior to, and 18 contingent upon, the consummation of the Merger. In addition, the Merger 19 Agreement provided that each restricted stock unit award that is outstanding and held 20 by an employee or director of Sequenom would accelerate and become fully vested 21 effective immediately prior to, and contingent upon, the consummation of the Merger. 22 159. Thus, for the Individual Defendants, the Merger represented an 23 opportunity to secure immediate cash for their options and restricted share units: 24 Vested In-the-Money Options Unvested In-the-Money Options Restricted Stock Units 25 Number of Number of Number of Total Shares Weighted Cash Spread Shares Weighted- Cash Spread Total Shares Cash 26 Underlying Average Value of Underlying Average Value of Option Underlying Value of Vested In- Exercise Vested Unvested Exercise Unvested Cash Restricted Restricted 27 the-Money Price Per In-the-Money In-the- Price Per In-the-Money Spread Stock Stock Name Options Share Options Money Share Options Value Units Units 28

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1 Options Dirk van den 2 Boom 200,295 $ 1.61 $ 157,525 858,872 $ 1.37 $ 881,784 $1,039,309 854,505 $2,050,812 Carolyn D. 3 Beaver 47,625 $ 1.90 $ 23,786 195,375 $ 1.64 $ 148,564 $ 172,350 226,713 $ 544,111 Daniel S. 4 Grosu 28,750 $ 1.59 $ 23,288 201,250 $ 1.59 $ 163,013 $ 186,301 233,000 $ 559,200 Jeffrey D. 5 Linton 21,125 $ 1.59 $ 17,111 147,875 $ 1.59 $ 119,779 $ 136,890 214,000 $ 513,600 Robert Lozuk 34,500 $ 1.78 $ 21,485 184,500 $ 1.63 $ 142,985 $ 164,470 241,000 $ 578,400 6 Robin Weiner 34,229 $ 2.11 $ 10,060 74,771 $ 1.74 $ 48,990 $ 59,050 82,500 $ 198,000 Kenneth F. 7 Buechler — $ 0.00 $ 0 20,000 $ 1.11 $ 25,800 $ 25,800 — $ 0 Myla Lai- 8 Goldman — $ 0.00 $ 0 20,000 $ 1.11 $ 25,800 $ 25,800 — $ 0 Richard A. 9 Lerner 17,143 $ 1.60 $ 13,714 37,143 $ 1.34 $ 39,514 $ 53,228 — $ 0 Ronald M. 10 Lindsay 25,714 $ 1.88 $ 13,271 35,715 $ 1.33 $ 38,372 $ 51,643 5,362 $ 12,869 Catherine J. 11 Mackey 4,285 $ 1.60 $ 3,428 24,286 $ 1.20 $ 29,229 $ 32,657 — $ 0 David 12 Pendarvis — $ 0.00 $ 0 20,000 $ 1.11 $ 25,800 $ 25,800 — $ 0 Charles P. 13 Slacik 24,864 $ 2.33 $ 1,740 20,000 $ 1.11 $ 25,800 $ 27,540 — $ 0 All of our 14 current directors 15 and executive 16 officers as a group 17 (13 persons) 438,530 $ 1.75 $ 285,408 1,839,787 $ 1.47 $ 1,715,430 $2,000,838 1,857,080 $4,456,992 18 Cash 19 Consideration Number of Shares Payable in 20 of Company Respect of Restricted Stock Company 21 Name Held Restricted Stock Executive Officers 22 Dirk van den Boom, Ph.D. — $ 0 Carolyn D. Beaver — $ 0 23 Daniel S. Grosu, M.D. — $ 0 Jeffrey D. Linton — $ 0 24 Robert Lozuk — $ 0 Robin Weiner — $ 0 25 Directors 26 Kenneth F. Buechler 22,874 $ 53,983 Myla Lai-Goldman 15,543 $ 36,681 27 Richard A. Lerner — $ 0 Ronald M. Lindsay — $ 0 28 Catherine J. Mackey 10,557 $ 24,915

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1 David Pendarvis 17,596 $ 41,527 Charles P. Slacik 18,182 $ 42,910 2 160. On July 27, 2016, Sequenom announced the Merger Agreement with 3 LabCorp, pursuant to which LabCorp would commence a tender offer on August 9, 4 2016 to acquire all the shares of the Company for $2.40 per share. 5 161. On July 28, 2016, Sequenom announced that it cancelled its 2Q 2016 6 earnings call. 7 162. On August 5, 2016, Sequenom reported its 2Q 2016 results, including the 8 following: 9  Total accessions for all Sequenom Laboratories tests during the three 10 months ended June 30, 2016 remained consistent with the first quarter of 11 2016 and increased by 2,000, or 4.5%, to 46,400 when compared to 12 44,400 during the same period in the prior year. Total accessions during the three months ended June 30, 2016, excluding the effect of the 13 conversion of certain laboratory customers to licensee status in 2015, 14 increased by 3,600, or 8.4%, compared to the same period in the prior year. NIPT test accessions for the three months ended June 30, 2016, 15 excluding the effect of the conversion of certain laboratory customers to 16 licensee status in 2015, increased by 4,900, or 13.4%, to 41,400 when compared to 36,500 during the same period in the prior year. 17  Total diagnostic services revenue for the three months ended June 30, 18 2016 of $26.5 million increased by $1.1 million, or 4.3%, from $25.4 19 million for the first quarter of 2016 and decreased by $4.4 million, or 14.2%, when compared to $30.9 million during the same period in the 20 prior year. 21  Total license revenue for the three months ended June 30, 2016 of $2.8 22 million increased by $0.6 million, or 28.5%, from $2.2 million for the 23 first quarter of 2016 and increased $0.9 million, or 48.0%, compared to $1.9 million for the same period in prior year. 24 25  There are now 50 participants in the patent pool, including Illumina and us, an increase from 46 participants at the end of the first quarter of 26 2016. Of these total participants, 32 were active at the end of the second 27 quarter of 2016, an increase from the 25 active participants at the end of the first quarter of 2016. 28

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1  Gross margin percentage for the three months ended June 30, 2016 was 53.0%, an increase from 39.0% for the first quarter of 2016 and from 2 49.4% for the same period in the prior year. The increase in gross margin 3 percentage was primarily related to the decrease in our cost per test. For 4 the three months ended June 30, 2016, our average cost per test was $296 compared to $362 for the first quarter of 2016 and $374 for the 5 same period in the prior year.

6 163. On August 7, 2016, a Seeking Alpha analyst wrote, the “Sequenom 7 transition is finally visible with clear growth ahead.” He wrote “the current quarter 8 reveals the long-awaited trend reversal has finally started.” He wrote: 9 Revenues for the June 2016 quarter came in at $29.3 million beating expectations of $28.6 million. The gross margin showed remarkable 10 improvement - 1100 basis points sequentially from 42% in Q1 to 53% in the June 2016 quarter. As promised, the company delivered on spending 11 reductions, reducing operating expenses by $2.2 million from the previous quarter. The loss per share was $0.05 versus consensus of 12 $0.09. All-in-all a very strong step closer to an increasingly bright future with average risk NIPT coming ever-closer. Unfortunately, this 13 performance wasn’t broadcast in an earnings release or a conference call because Sequenom accepted an offer from LabCorp to sell the company 14 for $2.40 per share. 15 164. On August 9, 2016, LabCorp commenced the Tender Offer, set to expire 16 on September 7, 2016. 17 165. On August 9, 2016, defendants filed and disseminated the false and 18 misleading 14D-9. 19 166. On September 7, 2016, LabCorp announced that approximately 69% of 20 Sequenom’s outstanding shares of common stock were tendered. 21 167. On September 7, 2016, LabCorp announced the completion of the 22 Acquisition. 23 THE MATERIALLY FALSE AND MISLEADING 14D-9 24 168. In connection with the Tender Offer and Acquisition, defendants 25 disseminated the 14D-9. The 14D-9 was a formal document filed with the SEC in 26 connection with a cash-out merger and purportedly set forth the recommendation of 27 each Individual Defendant in favor of the Acquisition and the reasons why each 28

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1 Individual Defendant believed that the Acquisition and the Acquisition price was “fair 2 and advisable to, and in the best interest of, Sequenom and its stockholders.”4 3 169. Thus, it can be reasonably inferred that each Individual Defendant – 4 Buechler, Lai-Goldman, Lerner, Lindsay, Mackey, Pendarvis, Slacik, and van den 5 Boom – reviewed the 14D-9, had an opportunity to edit the statements in the 14D-9, 6 and approved the statements in the 14D-9 before Sequenom filed the 14D-9 with the 7 SEC. 8 False Statements Regarding the Reduced Forecast 9 170. The 14D-9 contained material, affirmative false statements regarding the 10 management’s growth plans and the Company’s future prospects. 11 171. The 14D-9 stated that the Board believed that the Reduced Forecast, and 12 not the Expected Forecast, presented the most accurate view of the Company’s future 13 prospects. 14 172. On page 25 of the 14D-9, defendants stated: 15 Prior to J.P. Morgan’s rendering of its fairness opinion to the Sequenom Board and performance of its related financial analysis, the Sequenom 16 Board determined that the [Reduced Forecast] reflected the appropriate assumptions to be used in the context of evaluating the Transactions 17 and therefore directed J.P. Morgan to use the [Reduced Forecast] and not to use any [Expected Forecast] for purposes of rendering of its fairness 18 opinion to the Sequenom Board and performing its related financial analysis. 19 173. On page 28 of the 14D-9, defendants stated: 20 In relying on financial analyses and forecasts provided to J.P. Morgan or 21 derived therefrom [referring to the Reduced Forecast], J.P. Morgan assumed that they were reasonably prepared based on assumptions 22 reflecting the best currently available estimates and judgments by management as to the expected future results of operations and 23 financial condition of Sequenom to which such analyses or forecasts relate. 24

25 4 The 14D-9 stated in numerous places that the Board “unanimously (i) determined 26 that the Merger Agreement and the Transactions, including the Offer and the Merger, are fair and advisable to, and in the best interest of, Sequenom and its stockholders . . . 27 and (iv) recommended that Sequenom’s stockholders tender their Shares to Purchaser pursuant to the Offer.” 14D-9 at 13, 20, 33. 28

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1 174. On pages 24 and 25 of the 14D-9, defendants called the Reduced 2 Forecast just “Projections” while calling the Expected Forecast the “Optimistic 3 Projections,” thus implying that the Reduced Forecast were more reliable than the 4 Expected Forecast. 5 175. These statements characterizing the Reduced Forecast as the most 6 accurate view of the Company’s future prospects were false and misleading. These 7 statements were both objectively false (the Reduced Forecast were not the most 8 accurate view of the Company’s prospects) and subjectively false (the Individual 9 Defendants did not actually believe that the Reduced Forecast were the most accurate 10 view of the Company’s prospects). 11 176. With respect to objective falsity, the Reduced Forecast were not the most 12 accurate view of the Company’s prospects for at least two main reasons. 13 177. First, the Reduced Forecast were with respect to the reproductive health 14 business only, and did not include any expected value for the Company’s oncology 15 business. The Company’s management, however, expected significant long-term 16 value for the Company’s oncology business at the time of the Acquisition. 17 178. Sequenom spent a significant amount of effort in 2015 developing its 18 oncology program. That effort included investment in research and collaborations 19 with leading hospitals and academic institutions around the world. See supra, ¶¶58- 20 59, 64-67, 71, 73, 81, 86, 107, 135. Sequenom hired Daniel Grosu, M.D., to 21 specifically support the Company’s “growing oncology development program.” It is 22 irrational to believe that the Company would agree to exert significant time and 23 money in developing this oncology program without an expectation that this program 24 would prove valuable in the future. 25 179. The Company’s management, in fact, consistently made public 26 statements confirming that: (i) oncology was a part of the Company’s growth plan; 27 and (ii) management expected Sequenom’s liquid biopsy program to be extremely 28 profitable in the future. See supra, ¶¶91-97, 121, 146.

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1 180. On January 15, 2015, for example, defendant van Den Boom told 2 investors at the J.P. Morgan Healthcare Conference that the liquid biopsy market was 3 understood by Sequenom and its management as the “next $10 billion opportunity.”5 4 On September 28, 2015, Dr. van Den Boom also stated that the Company’s business 5 model included the oncology program, management expected the oncology program 6 to be one of the primary growth drivers for Sequenom’s future, and management had 7 specific long-term value expectations with respect to the oncology program. See 8 supra, ¶¶90-97. In January 2016 and June 2016, Dr. van Den Boom repeatedly 9 confirmed that the Company’s business model included the oncology program. See 10 supra, ¶¶121, 146. 11 181. The Company’s management, in fact, prepared specific revenue 12 projections for the oncology business for 2016-2020 (which were $0, $5 million, $20 13 million, $45 million and $73 million, respectively). When management presented 14 these projections to the Board in June 2016 – just a month before agreeing to the 15 Acquisition – there is no indication that any Board member stated that these 16 projections were unreasonable or unreliable, or otherwise objected to the projections. 17 See supra, ¶147. 18 182. Sequenom continued to invest in its liquid biopsy program until the 19 Board agreed to sell the Company to LabCorp, and JPM assisted in Sequenom’s 20 efforts to further the program through a partnership. See supra, ¶¶116-117, 126, 135. 21 It is irrational to believe that JPM, a financial advisor Sequenom hired “based upon 22 J.P. Morgan’s knowledge of the life sciences industry” would assist in efforts to 23 further a program that was too speculative to expect any return in value. Indeed, as 24 admitted by defendant van den Boom, Sequenom’s partnering efforts were a 25 recognition of the Sequenom’s “oncology growth potential.” See supra, ¶122. 26

27 5 Industry analysts and researchers agree. See supra, ¶¶50, 61. 28

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1 183. Sequenom’s belief in the value of its liquid biopsy program was validated 2 by the interest exhibited by potential partners. See supra, ¶¶116-117. When 3 Sequenom announced that it was open to finding a partner in its liquid biopsy 4 program, over twenty companies expressed interest. While none of these companies 5 had sufficient time to reach the point of finalizing licensing, partnering or acquisition 6 terms, there were at least six companies who were at the due diligence stage when the 7 Company stopped the process by entering into the Merger Agreement. Notably, the 8 14D-9 does not state that any company dropped out of the process. In other words, no 9 company indicated that they believed Sequenom’s liquid biopsy program to be of no 10 value. 11 184. Sequenom’s oncology program was in fact doing well at the time of the 12 Acquisition. Dr. van Den Boom repeatedly confirmed that the oncology program met 13 or exceeded all technical milestones. See supra, ¶¶135, 145. 14 185. These facts demonstrate that Sequenom liquid biopsy program was 15 valuable, Sequenom continued to expect to derive long-term value from its liquid 16 biopsy program, and the liquid biopsy program was a major component of the 17 Company’s growth plan developed by management. 18 186. Because the Reduced Forecast ignored the valuable oncology component 19 of the Company, it was objectively false that the Reduced Forecast “reflect[ed] the 20 best currently available estimates and judgments by management as to the expected 21 future results of operations and financial condition of Sequenom.” 22 187. Second, the Expected Forecast, and not the Reduced Forecast, were more 23 consistent with Sequenom’s recent achievements and management’s statements 24 regarding Sequenom’s expected growth trajectory with respect to the reproductive 25 health business. 26 188. On September 28, 2015, defendant van den Boom stated that 27 management’s growth plan specifically assumed over $500 million revenues for the 28 entire Company (reproductive health business and oncology business) by 2020. See

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1 supra, ¶97. Subtracting the $73 million in revenues expected from the oncology 2 business, this meant that management’s growth plan assumed approximately $427 3 million for the reproductive health business by 2020. 4 189. As demonstrated by the numerous public statements made by the 5 Company’s management, management’s growth plan and value expectations for 6 Sequenom’s reproductive health business remained consistent from September 2015 7 to the Board’s approval of the Acquisition in July 2016. 8 190. From September 2015 to July 2016, management consistently expressed 9 confidence in its growth plan. Sequenom’s management reminded its investors that 10 its revenue numbers were being affected by the transition, and did not reflect the 11 expected value trajectory of the Company. Sequenom’s management reminded its 12 investors, over and over again, that the Company was in a period of transition, with 13 substantial value currently locked up while Sequenom completed its transition. See 14 supra, ¶¶106, 119, 124-125, 132-133, 141-142. 15 191. From September 2015 to July 2016, Sequenom confirmed that the patent 16 pool was in its early stages, that the NIPT market was strong, that management’s 17 expectations regarding Sequenom’s NIPT growth prospects remained the same, and 18 Sequenom’s revenue numbers would better reflect management’s expectations once 19 license/royalty revenues balanced out the declining direct test fees, as expected. See 20 supra, ¶¶141-144. 21 192. From September 2015 to July 2016, Sequenom continued to reach 22 agreements with large healthcare providers for its NIPT products. See supra, ¶¶127, 23 129, 131. 24 193. From September 2015 to July 2016, Sequenom confirmed that the 25 products it launched in late 2015, like the MaterniT® GENOME product, were doing 26 better than expected. See supra, ¶¶118, 125, 134. 27 194. From September 2015 to July 2016, Sequenom confirmed that it was 28 well-positioned to take advantage of the emerging average risk pregnancies market,

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1 which was about a $1 billion market in the United States alone. See supra, ¶¶119- 2 120, 128. 3 195. Starting from around May 2016, the Company recognized that Sequenom 4 was beginning its turnaround, as expected. See supra, ¶¶133, 141. 5 196. In September 2015, January 2016 and June 2016, Sequenom’s 6 management confirmed in various healthcare conferences that Sequenom’s 7 management continued to hold the unvaried view that Sequenom’s addressable 8 reproductive health market was $5 billion by 2020. See supra, ¶¶120, 143-144. 9 197. Moreover, right after the July 27, 2016 announcement, Sequenom’s 10 management revealed that their view concerning the Company’s growth plan and 11 value expectations for Sequenom’s reproductive health business was correct all along. 12 On August 5, 2016, Sequenom announced its 2Q 2016 results. As a Seeking Alpha 13 analyst wrote, the “Sequenom transition is finally visible with clear growth ahead” 14 and “the current quarter reveals the long-awaited trend reversal has finally started.” 15 He further explained: 16 Revenues for the June 2016 quarter came in at $29.3 million beating expectations of $28.6 million. The gross margin showed remarkable 17 improvement - 1100 basis points sequentially from 42% in Q1 to 53% in the June 2016 quarter. As promised, the company delivered on spending 18 reductions, reducing operating expenses by $2.2 million from the previous quarter. The loss per share was $0.05 versus consensus of 19 $0.09. All-in-all a very strong step closer to an increasingly bright future with average risk NIPT coming ever-closer. Unfortunately, this 20 performance wasn’t broadcast in an earnings release or a conference call because Sequenom accepted an offer from LabCorp to sell the 21 company for $2.40 per share. 22 198. These facts demonstrate that at the time of the Merger, the Company’s 23 management’s growth plan and expected trajectory for the reproductive health 24 business was the same as it was in September 2015 – i.e., approximately $427 million 25 by 2020. 26 199. The Reduced Forecast assumed $330 million in revenues by 2020. The 27 Expected Forecast assumed $426 million in revenues by 2020. Thus, the Expected 28 Forecast and not the Reduced Forecast were a more accurate reflection of the

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1 Company’s true growth prospects, making defendants’ statement that the Reduced 2 Forecast were the most accurate reflection, objectively false. 3 200. Next, with respect to subjective falsity, the Individual Defendants did not 4 sincerely believe that the Reduced Forecast were most accurate view of the 5 Company’s future prospects at the time they disseminated the 14D-9. 6 201. Defendant van den Boom, throughout 2015 and 2016 up until LabCorp’s 7 July 19, 2016 $2.30 offer, consistently made statements indicating that: (i) the 8 Company’s oncology program was valuable; and (ii) the Company’s management 9 continued to hold the same expectations in the Company’s growth trajectory as in 10 September 2015. See supra, ¶¶62-65, 70-71, 78-81, 90-97, 106-107, 116, 118-122, 11 124-126, 133-135, 141-146. 12 202. Defendants van den Boom, until LabCorp’s July 19, 2016 $2.30 offer, 13 treated the Expected Forecast as reliable, including providing the Expected Forecast to 14 JPM and updating the Expected Forecast. See supra, ¶¶83, 114. 15 203. Defendants van den Boom prepared the oncology projections presented 16 to the Board in June 2016. See supra, ¶147. 17 204. Defendants Buechler, Lai-Goldman, Lerner, Lindsay, Mackey and 18 Pendarvis: 19  received JPM’s analyses with respect to opportunities and partnerships for Sequenom’s oncology program on July 28, 2015 and September 18, 20 2015, without objection; 21  at a Board meeting or before January 7, 2016, decided that Sequenom 22 should continue investing in its oncology program through a partnership; 23  did not instruct management or JPM to stop investing in the Sequenom’s 24 oncology program at any point before the Board agreed to the Merger; 25  received the Expected Forecast, and management’s update to these 26 projections, from December 2015 through July 19, 2016, without objection; 27 28

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1  received preliminary valuation analyses from JPM based on the Expected Forecast on May 18, 2016, without objection; and 2 3  only after receiving LabCorp’s July 19, 2016 $2.30 offer, instructed JPM, for the first time, to use the Reduced Forecast only, and not to use 4 any Expected Forecast for the purposes of performing its valuation of the 5 Company in connection with LabCorp’s $2.40 offer. 6 See supra, ¶¶76, 83, 88, 138-139, 147, 150-152, 154. 7 205. These facts demonstrate that each Individual Defendant knew that the 8 Company’s oncology program was valuable and the Reduced Forecast inaccurate, at 9 the time they falsely stated that the Reduced Forecast reflected the most accurate view 10 of the Company’s future prospects in the 14D-9. 11 206. The Individual Defendants had a material incentive to recommend the 12 Acquisition. As discussed above, the Individual Defendants secured millions of 13 dollars in cash upon consummation of the Acquisition as a result of various equity 14 awards. See supra, ¶¶156-159. 15 207. Turning next to materiality, defendants’ false statements were material in 16 that in the context of a cash-out merger, a company’s future prospects become the 17 primary focus for shareholders. 18 208. Here, the central question for the Company’s stockholders in determining 19 whether to accept LabCorp’s offer and tender their shares into the Tender Offer was 20 whether LabCorp’s $2.40 offer represented fair compensation for the value of their 21 shares, which necessarily included the an assessment of the Company’s future 22 prospects. In other words, the question that stockholders needed to assess was: is 23 $2.40 per share a fair tradeoff for giving up the value Sequenom stockholders might 24 obtain if Sequenom remained independent and delivered on management’s growth 25 plans? 26 27 28

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1 209. Here, the Individual Defendants told stockholders – YES, the Merger 2 price was fair, and pointed to the Reduced Forecast and JPM’s DCF valuation based 3 on the Reduced Forecast as supporting the fairness of the price: 4 Our Board of Directors considered certain factors concerning the adequacy of the Offer Price, including, among other things: 5 * * * 6 More Favorable than Other Strategic Options. Our Board of Directors’ 7 belief, after a thorough review of strategic alternatives and discussions with Sequenom management, financial advisors and legal counsel, that 8 the sale of Sequenom for the Offer Price is more favorable to the stockholders of Sequenom than the potential value that might have 9 resulted from other strategic options available to Sequenom, including remaining a standalone public company . . . . 10 * * * 11 J.P. Morgan Fairness Opinion. The financial analyses reviewed and 12 discussed with our Board of Directors (based on information provided to J.P. Morgan) by representatives of J.P. Morgan on July 26, 2016 and the 13 oral opinion of J.P. Morgan delivered to our Board of Directors, which was confirmed by delivery of a written opinion dated July 26, 2016, to 14 the effect that, as of such date and based upon and subject to the assumptions made, procedures followed, matters considered and 15 limitations on the review undertaken by J.P. Morgan in preparing the opinion, the consideration to be paid to Sequenom’s common 16 stockholders in the proposed Offer and the Merger was fair, from a financial point of view, to such stockholders . . . . 17 14D-9 at 21. 18 210. By falsely stating that the Reduced Forecast reflected the most accurate 19 view of the Company’s future prospects, defendants induced stockholders to accept 20 LabCorp’s $2.40 offer and tender their shares into the Tender Offer. 21 Omitted Details Regarding the Oncology Program 22 211. In the amended 14D-9 filed with the SEC on August 30, 2016 (the 23 “Supplement”), defendants disclosed that management prepared and provided to the 24 Board a set of “management case revenue projections for the oncology business for 25 2016-2020” which projected “0, $5 million, $20 million, $45 million and $73 million, 26 respectively.” 27 212. The 14D-9 stated in the Supplement that: 28

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1  “[D]ue to the significant investment . . . would have been required to realize the potential revenue opportunity for [the oncology] business.” 2 3  “In addition, even if such an investment were made in the oncology business, any projections relating to that business would reflect an 4 operating loss through 2020.” 5 213. These statements suggested that the oncology revenue numbers should be 6 discounted somehow, but no further information was provided, in terms of the actual 7 “additional investment” assumptions and/or operating costs estimated by the 8 Company’s management. 9 214. The 14D-9 also did not provide the terms of the various financing terms 10 the Board received and considered in 2016. 11 215. This information would have clarified to shareholders the likelihood of 12 success and the expected long-term value of the Company’s oncology program, and 13 would have permitted the Company’s stockholders to appreciate the falsity of 14 defendants’ statements concerning the accuracy of the Reduced Forecast. 15 216. Insofar as the omitted details prevented shareholders from realizing the 16 inaccuracy of the Reduced Forecast, they prevented affirmatively created an 17 impression of a state of affairs that differs in a material way from the one that actually 18 existed and were materially misleading. 19 217. Without this information, stockholders were prevented from accurately 20 assessing what they were leaving on the table by accepting the $2.40 per share offer. 21 The Omission of Information Regarding JPM’s Flawed Valuation 22 218. In the 14D-9, the Individual Defendants told stockholders that the Merger 23 price was fair and the Merger was in the stockholders’ best interests. See supra, ¶168. 24 The Individual Defendants represented that JPM’s fairness opinion supported 25 defendants’ position. See supra, ¶209. 26 219. Any reasonable investor would have expected that this stated opinion was 27 consistent with information in the Individual Defendants’ possession. 28

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1 220. The Individual Defendants, however, had information in its possession 2 showing that JPM’s fairness opinion was fundamentally flawed. The Individual 3 Defendants knew that JPM’s discounted cash flow analysis was flawed because it was 4 based on the Reduced Forecast. As discussed above, the Individual Defendants knew 5 that the Reduced Forecast presented an overly pessimistic view of the Company’s 6 reproductive health business and wholly ignored the Company’s oncology business. 7 Thus, the Individual Defendants knew that JPM’s valuation based on the Reduced 8 Forecast was lower than the actual true value of the Company expected by the 9 Company’s management. 10 221. Defendants did not disclose the fact that the Individual Defendants had 11 information in its possession showing that JPM’s fairness opinion was fundamentally 12 flawed in the 14D-9. 13 222. This omission was material because it bore directly on the central 14 question in front of the Company’s stockholders discussed above, i.e., whether to 15 tender their shares into the Tender Offer and give up their ability to share in 16 Sequenom’s future profits. 17 223. Had this information been disclosed, the Company’s stockholders would 18 be inclined to reject JPM’s fairness opinion and the Board’s recommendation of the 19 Merger. 20 224. This omission rendered the following specific statements in the 14D-9 21 misleading: 22  the statements of opinion that the Merger price was fair and the Merger was in the stockholders’ best interests misleading (14D-9 at 13, 20, 33); 23 24  the qualitative statements representing the “adequacy of the Offer Price” (14D-9 at 20); 25 26  the summary of JPM’s DCF analyses (14D-9 at 30); and 27 28

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1  statement suggesting that a valid valuation of the Company’s stock resulted in a valuation “between approximately $2.00 and $2.55 per 2 share” (14D-9 at 30). 3 COUNT I 4 Violations of §14(e) of the Exchange Act 5 (Against the Individual Defendants and Sequenom) 6 225. Plaintiffs repeat and reallege each allegation as if fully set forth herein. 7 226. Section 14(e) of the Exchange Act, provides: 8 It shall be unlawful for any person to make any untrue statement of a material fact or omit to state any material fact necessary in order to make 9 the statements made, in the light of the circumstances under which they are made, not misleading, or to engage in any fraudulent, deceptive, or 10 manipulative acts or practices, in connection with any tender offer or request or invitation for tenders, or any solicitation of security holders in 11 opposition to or in favor of any such offer, request, or invitation. 12 227. The Individual Defendants and Sequenom prepared, reviewed, and/or 13 disseminated the false and misleading 14D-9 which failed to disclose material facts 14 necessary in order to make the statements made, in light of the circumstances under 15 which they were made, not misleading. 16 228. As stated herein, the 14D-9 contained untrue statements of material facts 17 and omitted to state material facts necessary to make the statements that were made 18 not misleading in violation of §14(e) of the Exchange Act. The Individual Defendants 19 and Sequenom failed to correct the 14D-9 and the failure to update and correct false 20 statements. The omissions and false and misleading statements in the 14D-9 were 21 material in that a reasonable stockholder would have considered them important in 22 deciding whether to tender their shares in support of the Acquisition. In addition, a 23 reasonable investor would view a full and accurate disclosure as having significantly 24 altered the “total mix” of information made available in the 14D-9 and in other 25 information reasonably available to stockholders. 26 229. The 14D-9 was an essential link in the consummation of the Acquisition. 27 As a direct result of defendants’ preparation, review, and dissemination of the false 28 and/or misleading 14D-9, Plaintiff and the class were induced to tender their shares

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1 and accept inadequate consideration in connection with the Acquisition. The false 2 and/or misleading 14D-9 used to obtain stockholder approval of the Acquisition 3 deprived Plaintiff and the class of their right to make a decision on the tender offer 4 based on adequate information. 5 230. The Individual Defendants and Sequenom acted negligently and also with 6 scienter. As discussed in detail above, at all times relevant to the dissemination of the 7 materially false and/or misleading 14D-9, defendants were aware of and/or had access 8 to the true facts concerning Sequenom’s true growth prospects, management’s plan 9 and the value of Sequenom’s oncology business, which was far greater than the value 10 that share Sequenom’s stockholders received in the Merger. Thus, as a direct and 11 proximate result of the dissemination of the false and/or misleading 14D-9 defendants 12 used to obtain stockholder approval of and thereby consummate the Acquisition, 13 Plaintiff and the Class have suffered damage and actual economic losses (i.e., the 14 difference between the price Sequenom stockholders received and Sequenom’s true 15 value at the time of the Acquisition) in an amount to be determined at trial. 16 231. By reason of the misconduct detailed herein, the defendants are liable 17 pursuant to §14(e) of the Exchange Act. 18 COUNT II 19 Violations of §20(a) of the Exchange Act 20 (Against the Individual Defendants) 21 232. Plaintiffs repeat and reallege each allegation set forth herein. 22 233. The Individual Defendants acted as controlling persons of Sequenom 23 within the meaning of §20(a) of the Exchange Act. 24 234. By virtue of their positions as officers and/or directors and/or controlling 25 stockholders of Sequenom, and/or their participation in and/or awareness of the 26 Company’s operations and/or intimate knowledge of the false statements contained in 27 the 14D-9 filed with the SEC, the Individual Defendants had the power to influence 28 and control and did influence and control, directly or indirectly, the decision-making

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1 of the Company, including the content and dissemination of the various statements 2 which Plaintiff contends were false and misleading. 3 235. Each of the Individual Defendants were provided with or had unlimited 4 access to copies of the 14D-9 and other statements alleged by Plaintiff to be 5 misleading prior to and/or shortly after these statements were issued and had the 6 ability to prevent the issuance of the statements or cause the statements to be 7 corrected. 8 236. Each of the Individual Defendants had direct and supervisory 9 involvement in the day-to-day operations of the Company, and, therefore, is presumed 10 to have had the power to control or influence the particular transactions giving rise to 11 the securities violations as alleged herein, and exercised the same. The 14D-9 at issue 12 contained the unanimous recommendation of each of the members of the Board to 13 approve the Acquisition. 14 237. By reason of such conduct, the Individual Defendants are liable pursuant 15 to §20(a) of the Exchange Act. 16 PRAYER FOR RELIEF 17 WHEREFORE, Plaintiff demands judgment, in Plaintiff’s favor and in favor of 18 the Class and against defendants, as follows: 19 A. Declaring that this action is properly maintainable as a class action 20 pursuant to Rule 23 of the Federal Rules of Civil Procedure and certifying Plaintiff as 21 Class representatives and Plaintiff’s counsel as Class counsel; 22 B. Declaring that defendants violated the federal securities laws as alleged 23 herein by disseminating the 14D-9 in connection with the Acquisition, which contains 24 materially false and misleading statements; 25 C. Awarding Plaintiff and the Class damages; 26 D. Awarding Plaintiff and the Class pre-judgment and post-judgment 27 interest, as well as reasonable attorneys’ fees, expert witness fees and other costs; and 28

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1 E. Granting such other and further relief as this Court may deem just and 2 proper. 3 DATED: July 24, 2017 ROBBINS GELLER RUDMAN & DOWD LLP 4 MICHAEL J. DOWD RANDALL J. BARON 5 DAVID T. WISSBROECKER DAVID A. KNOTTS 6

7 s/ David A. Knotts 8 DAVID A. KNOTTS

9 655 West Broadway, Suite 1900 San Diego, CA 92101 10 Telephone: 619/231-1058 619/231-7423 (fax) 11 Lead Counsel for Plaintiff 12 JOHNSON & WEAVER, LLP 13 FRANK J. JOHNSON 600 West Broadway, Suite 1540 14 San Diego, CA 92101 Telephone: 619/230-0063 15 619/255-1856 (fax)

16 Additional Counsel for Plaintiff

17 18 19 20 21 22 23 24 25 26 27 28

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1 CERTIFICATE OF SERVICE 2 I hereby certify that on July 24, 2017, I authorized the electronic filing of the 3 foregoing with the Clerk of the Court using the CM/ECF system which will send 4 notification of such filing to the e-mail addresses denoted on the attached Electronic 5 Mail Notice List, and I hereby certify that I caused to be mailed the foregoing 6 document or paper via the United States Postal Service to the non-CM/ECF 7 participants indicated on the attached Manual Notice List. 8 I certify under penalty of perjury under the laws of the United States of America 9 that the foregoing is true and correct. Executed on July 24, 2017. 10 s/ David A. Knotts DAVID A. KNOTTS 11 ROBBINS GELLER RUDMAN 12 & DOWD LLP 655 West Broadway, Suite 1900 13 San Diego, CA 92101-8498 Telephone: 619/231-1058 14 619/231-7423 (fax)

15 E-mail: [email protected]

16

17 18 19 20 21 22 23 24 25 26 27 28

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Mailing Information for a Case 3:16-cv-02054-JAH-BLM Malkoff v. Sequenom, Inc. et al

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