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Intangible Assets, Goodwill, and Acquisitions
 12 Months Ended
Jan. 03, 2021
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets, Goodwill, and Acquisitions
4. INTANGIBLE ASSETS, GOODWILL, AND ACQUISITIONS
Intangible Assets
 January 3, 2021December 29, 2019
In millionsGross
Carrying
Amount		Accumulated
Amortization		Intangibles,
Net		Gross
Carrying
Amount		Accumulated
Amortization		Intangibles,
Net
Licensed technologies$95 $(91)$4 $95 $(89)$6 
Core technologies352 (221)131 325 (195)130 
Customer relationships31 (27)4 31 (27)4 
License agreements14 (11)3 14 (10)4 
Trade name4 (4)— 4 (3)1 
Total intangible assets, net$496 $(354)$142 $469 $(324)$145 

The estimated annual amortization of intangible assets for the next five years is shown in the following table. Actual amortization expense to be reported in future periods could differ from these estimates as a result of acquisitions, divestitures, and asset impairments, among other factors.
In millionsEstimated Annual Amortization
2021$28 
202224 
202323 
202421 
202521 
Thereafter25 
Total$142 

We recorded a developed technology intangible asset of $26 million, with a useful life of 10 years, as a result of an acquisition in 2020.

Goodwill
In millionsGoodwill
Balance as of December 30, 2018$831 
Helix deconsolidation(7)
Balance as of December 29, 2019824 
Acquisitions73 
Balance as of January 3, 2021$897 
Goodwill is reviewed for impairment at least annually during the second quarter, or more frequently if an event occurs indicating the potential for impairment. We performed the annual assessment for goodwill impairment in the second quarter of 2020, noting no impairment.
Pending Acquisition

GRAIL

On September 20, 2020, we entered into an Agreement and Plan of Merger (the “GRAIL Merger Agreement”) to acquire GRAIL for $8 billion, consisting of $3.5 billion in cash and $4.5 billion in shares of Illumina common stock, subject to a collar. The transaction, which is expected to close in the second half of 2021, is subject to certain customary closing conditions, including GRAIL shareholder approval and the receipt of required regulatory approvals.

The cash consideration for the transaction is expected to be funded using balance sheet cash of both Illumina and GRAIL, plus up to $1 billion in capital raised through a debt issuance. In advance of this anticipated issuance, we have obtained a bridge facility commitment letter from Goldman Sachs Bank USA for a 364-day senior unsecured bridge loan facility, in an aggregate principal amount of $1 billion. The bridge facility commitment letter is subject to certain conditions, including consummation of the acquisition pursuant to the GRAIL Merger Agreement. It is anticipated that we will replace or repay some or all of the bridge facility through the issuance of debt securities.

In connection with the transaction, GRAIL stockholders will receive contingent value rights, which will entitle holders to receive future payments representing a pro rata portion of certain revenues each year for a 12-year period. This will reflect a 2.5% payment right to the first $1 billion of certain revenue each year for 12 years. Revenue above $1 billion each year will be subject to a 9% contingent payment right during this same period. Pursuant to the GRAIL Merger Agreement, we will offer GRAIL stockholders the option to receive additional cash and/or stock consideration, in an amount to be determined prior to closing, in lieu of the contingent value rights.

Since the acquisition of GRAIL as contemplated by the GRAIL Merger Agreement was not consummated prior to December 20, 2020, we will make monthly cash payments to GRAIL of $35 million (the “Continuation Payments”) until the earlier of the consummation of the acquisition or termination of the GRAIL Merger Agreement, subject to certain exceptions. We made Continuation Payments to GRAIL totaling $35 million in 2020. In January 2021, we made an additional monthly payment of $35 million to GRAIL. If the GRAIL Merger Agreement is terminated, we will receive shares of non-voting GRAIL preferred stock in respect of all Continuation Payments in excess of $315 million, subject to certain terms and conditions.

The GRAIL Merger Agreement contains certain termination rights if the consummation of the acquisition does not occur on or before September 20, 2021, subject to a three-month extension related to obtaining certain required regulatory clearances. Upon termination of the GRAIL Merger Agreement under specified circumstances, we would be required to pay a termination fee of $300 million and make an additional $300 million investment in GRAIL in exchange for shares of non-voting GRAIL preferred stock, subject to certain terms and conditions.