SUBLICENSE AGREEMENTSublicense Agreement • September 27th, 2007 • Vermillion, Inc. • Laboratory analytical instruments • California
This Sublicense Agreement (“Sublicense Agreement”) is made and entered into and is effective on November 13, 2006 (the “Effective Date”) by and between Bio-Rad Laboratories, Inc., a Delaware company, and its Affiliates (“Bio-Rad”) and Ciphergen Biosystems, Inc. (“Ciphergen”). Bio-Rad and Ciphergen may each be referred to herein individually as a “Party” or, collectively, as “Parties.”
Vermillion, Inc. 6611 Dumbarton Circle Fremont, CA 94555Vermillion, Inc. • September 27th, 2007 • Laboratory analytical instruments
Reference is made to the Securities Purchase Agreement dated August 23, 2007 (the “2007 Agreement”) by and among Vermillion, Inc. (formerly known as Ciphergen Biosystems, Inc.) and the Purchasers, including Quest Diagnostics Incorporated. Reference is also made to the Stock Purchase Agreement dated July 22, 2005 (the “2005 Agreement”) between Ciphergen Biosystems, Inc. and Quest Diagnostics Incorporated. Reference is made specifically to the Registration Rights found in Section 4 of the 2005 Agreement and in Section E of the 2007 Agreement.
November 13, 2006Letter Agreement • September 27th, 2007 • Vermillion, Inc. • Laboratory analytical instruments
This letter agreement (this “Agreement”) is by and between Ciphergen Biosystems, Inc. (“Ciphergen”) and Bio-Rad Laboratories, Inc. (“Bio-Rad”) and sets forth Ciphergen’s indemnification obligations with respect to the employees of Ciphergen’s United Kingdom (“UK”) subsidiary, Ciphergen Biosystems, Ltd., who are transferring to Bio-Rad’s UK subsidiary, Bio-Rad Laboratories Ltd., in connection with the sale of Ciphergen’s tools business to Bio-Rad (the “Asset Sale”).
AMENDMENT TO ASSET PURCHASE AGREEMENTAsset Purchase Agreement • September 27th, 2007 • Vermillion, Inc. • Laboratory analytical instruments
This amendment dated as of November 13, 2006 (this “Amendment”) by and between BIO-RAD LABORATORIES, INC., a Delaware corporation, with offices at 1000 Alfred Nobel Drive, Hercules, California 94547 (“Buyer”), and CIPHERGEN BIOSYSTEMS, INC., a Delaware corporation, with offices at 6611 Dumbarton Circle, Fremont, California 94555 (“Seller”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • September 27th, 2007 • Vermillion, Inc. • Laboratory analytical instruments • New York
This Securities Purchase Agreement, dated on and as of August 23, 2007 (this “Agreement”), is made between Vermillion, Inc., a Delaware corporation (f/k/a Ciphergen Biosystems, Inc.) (the “Company”), the undersigned purchaser(s) (each a “Purchaser” and collectively, the “Purchasers”) and each assignee of a Purchaser who becomes a party hereto.
AMENDMENT NO. 2 TO TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 27th, 2007 • Vermillion, Inc. • Laboratory analytical instruments
THIS AMENDMENT NO. 2 (this “Amendment”), dated June 15, 2007 (the “Effective Date”), amends the Transition Services Agreement between BIO-RAD LABORATORIES, INC. (“BIO-RAD”) and CIPHERGEN BIOSYSTEMS, INC. (“CIPHERGEN”) dated November 13, 2006 (the “Agreement”). The parties hereby agree as follows:
CIPHERGEN BIOSYSTEMS, INC. STOCK PURCHASE AGREEMENTStock Purchase Agreement • September 27th, 2007 • Vermillion, Inc. • Laboratory analytical instruments • Delaware
This STOCK PURCHASE AGREEMENT (this “Agreement”), is made and entered into as of November 13, 2006, by and among CIPHERGEN BIOSYSTEMS, INC., a Delaware corporation (the “Company”), and BIO-RAD LABORATORIES, INC., a Delaware corporation (the “Purchaser”) (each a “Party” and together the “Parties”).
MEMORIALIZATION AGREEMENTMemorialization Agreement • September 27th, 2007 • Vermillion, Inc. • Laboratory analytical instruments • Delaware
This Memorialization Agreement is entered into as of this 12th day of January, 2006, between Ciphergen Biosystems, Inc., a Delaware corporation (the “Company”), and Quest Diagnostics Incorporated (the “Purchaser”) (each a “Party” and together the “Parties”).
AMENDMENT NO. 1 TO TRANSITION SERVICES AGREEMENTTransition Services Agreement • September 27th, 2007 • Vermillion, Inc. • Laboratory analytical instruments
THIS AMENDMENT NO. 1 (this “Amendment”), dated May 11, 2007 (the “Effective Date”), amends the Transition Services Agreement between BIO-RAD LABORATORIES, INC. (“BIO-RAD”) and CIPHERGEN BIOSYSTEMS, INC. (“CIPHERGEN”) dated November 13, 2006 (the “Agreement”). The parties hereby agree as follows:
AMENDMENT NO. 1 TO MANUFACTURE AND SUPPLY AGREEMENT BETWEEN BIO-RAD LABORATORIES, INC. AND CIPHERGEN BIOSYSTEMS, INC.Manufacture and Supply Agreement • September 27th, 2007 • Vermillion, Inc. • Laboratory analytical instruments
This AMENDMENT NO. 1 (this “Amendment”), dated August 27, 2007 (the “Effective Date”), amends the Manufacture and Supply Agreement between BIO-RAD LABORATORIES, INC. (“BIO-RAD”) and CIPHERGEN BIOSYSTEMS, INC. (“CIPHERGEN”), dated November 13, 2006 (the “Agreement”). The parties hereby agree as follows:
