TRANSITION SERVICES AGREEMENTTransition Services Agreement • November 27th, 2007 • Vermillion, Inc. • Laboratory analytical instruments • California
THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated November 13, 2006 (the “Effective Date”), is between BIO-RAD LABORATORIES, INC. a Delaware corporation with offices at 1000 Alfred Nobel Drive, Hercules, California 94547 (“BIO-RAD”) and CIPHERGEN BIOSYSTEMS, INC., a Delaware corporation with offices at 6611 Dumbarton Circle, Fremont, California 94555 (“CIPHERGEN”).
MANUFACTURE AND SUPPLY AGREEMENTManufacture and Supply Agreement • November 27th, 2007 • Vermillion, Inc. • Laboratory analytical instruments • California
THIS MANUFACTURE AND SUPPLY AGREEMENT (the “Agreement”), dated November 13, 2006, is between BIO-RAD LABORATORIES, INC., a Delaware corporation with offices at 1000 Alfred Nobel Drive, Hercules, California 94547 (“BIO-RAD”) and CIPHERGEN BIOSYSTEMS, INC., a Delaware corporation with offices at 6611 Dumbarton Circle, Fremont, California 94555 (“CIPHERGEN”).
August 3, 2006 Confidential Ciphergen Biosystems, Inc. 6611 Dumbarton Circle Fremont, CA 94555Fairness Opinion Agreement • November 27th, 2007 • Vermillion, Inc. • Laboratory analytical instruments • New York
This letter (the “Agreement”) will set forth the terms of the engagement whereby Ciphergen Biosystems, Inc., a Delaware corporation (“Ciphergen” or the “Company”), has requested Oppenheimer & Co. Inc. (“Oppenheimer”) to provide a fairness opinion (the “Opinion”), from a financial point of view, of the terms of the proposed sale (the “Sale”) of the assets of Ciphergen’s tools business to Bio-Rad Laboratories, Inc (“Bio-Rad”). Oppenheimer intends to issue the Opinion as to the fairness of the terms of the proposed Sale, from a financial point of view, to the public stockholders of Ciphergen.
Placement Agent AgreementPlacement Agent Agreement • November 27th, 2007 • Vermillion, Inc. • Laboratory analytical instruments • New York
The undersigned Ciphergen Biosystems, Inc., a Delaware corporation (the “Company”), hereby agrees (the “Agreement”) with Oppenheimer & Co. Inc. (“Oppenheimer” or the “Placement Agent”) as follows:
SUBLEASE AGREEMENTSublease Agreement • November 27th, 2007 • Vermillion, Inc. • Laboratory analytical instruments • California
THIS SUBLEASE AGREEMENT (this “Sublease”), dated November 13, 2006 (the “Effective Date”), is between BIO-RAD LABORATORIES, INC., a Delaware corporation with offices at 1000 Alfred Nobel Drive, Hercules, California 94547 (“BIO-RAD” or "Sublessee”) and CIPIERGEN BIOSYSTEMS, INC., a Delaware corporation with offices at 6611 Dumbarton Circle, Fremont, California 94555 (“CIPHERGEN” or "Sublessor”). In consideration of good and valuable consideration, including the payment to CIPHERGEN as set forth in Paragraph 3 hereof, the adequacy of which is hereby acknowledged, the parties agree as follows:
Oppenheimer & Co. Inc. 16th Floor New York, NY 10014 Member of All Principal ExchangesFinancial Advisory Agreement • November 27th, 2007 • Vermillion, Inc. • Laboratory analytical instruments
This letter is our agreement (the “Agreement”) whereby Ciphergen Biosystems, Inc. (the “Company”), has requested Oppenheimer & Co. Inc. (“Oppenheimer”) to assist the Company on an exclusive basis as a financial advisor for the Recapitalization (as defined below) until December 31, 2006 (the “Outside Date”), provided that in the event that the execution of definitive agreements between the Company and the debt holders providing for the Recapitalization, as defined below (the “Signing”) occurs prior to the Outside Date and the Closing (as defined below) occurs prior to March 31, 2007, the Company shall pay Oppenheimer the Closing Fee (as defined below). Oppenheimer will advise the Company on potential recapitalization alternatives and assist the Company in negotiations with the holders of approximately $30,000,000 of Convertible Promissory Notes (the “Notes”) to significantly extend the due date of all Notes, provide for the conversion of all Notes into equity or otherwise restructure th
CROSS LICENSE AGREEMENTCross License Agreement • November 27th, 2007 • Vermillion, Inc. • Laboratory analytical instruments • California
THIS CROSS LICENSE AGREEMENT (the “Agreement”), dated November 13, 2006 (the “Effective Date”), is between BIO-RAD LABORATORIES, INC., a Delaware corporation with offices at 1000 Alfred Nobel Drive, Hercules, California 94547 (“BIO-RAD”) and CIPHERGEN BIOSYSTEMS, INC., a Delaware corporation with offices at 6611 Dumbarton Circle, Fremont, California 94555 (“CIPHERGEN”).
