Exhibit 10.32




 




STOCK PURCHASE AGREEMENT




 




STOCK PURCHASE AGREEMENT (“Agreement”), dated as of August 30, 2002, by

and between SC BioSciences Corporation (the “Seller”) and Ciphergen Biosystems,

Inc. (the “Purchaser”).




 




RECITALS:




A.                                           The Seller and

the Purchaser are the parties to the Joint Venture Agreement dated January 25,

1999 as amended by the First Amendment to Joint Venture Agreement dated March

15, 2002 (“Joint Venture Agreement”) in which the Seller and the Purchaser

agree, amongst other things, on certain terms and conditions with respect to the

Buyout Option exercisable by the Purchaser to purchase from the Seller 1,000 Shares

of Ciphergen Biosystems K.K. (“CBK”);




B.                                             The Purchaser exercises

its Buyout Option to purchase the Option Shares from the Seller pursuant to the

Section 5 of the Joint Venture Agreement.




Accordingly,

the parties agree, pursuant to the Joint Venture Agreement, as follows:




 




1.                                               Definition




Unless

the context otherwise requires, in this Agreement, the capitalized terms shall

have the same meanings set forth in the Joint Venture Agreement.




 




2.                                               Exercise of the

Purchase Option




On

the terms and subject to the conditions set forth herein, the Seller agrees to

sell to the Purchaser, and the Purchaser agrees to purchase from the Seller, the

Option Shares (as Specified in Schedule 1) for the aggregate price of ¥50,000,000.




 




	

  3.


  	

   


  	

  Closing


  
	

  3.1


  	

   


  	

  The

  purchase and sale of the Option Shares shall take place at a closing (the “Closing”)

  at the office of CBI, 6611 Dumbarton Circle, Fremont, CA 94555 on the date

  hereof or on such other date and location as the Purchaser and the Sellers

  shall agree.


  
	

  3.2


  	

   


  	

  At

  the Closing, the Purchaser shall deliver to the Seller, by wire transfer to the

  account of the Seller designated in Schedule 2 hereto, an amount, in

  immediately available funds, equal to the aggregate purchase price of the

  Option Shares being purchased by the Purchaser from the Seller.


  
	

  3.3


  	

   


  	

  At

  the Closing, the Purchaser shall assume all the liabilities of and make

  repayment of all the outstanding amount of the Loans and other working

  capital loans extended by SCB for 


  





 




 





























 




	

   


  	

   


  	

  and

  on behalf of CBK. The outstanding amount and other description of such Loans

  and working capital loans are specified in Schedule 3.


  
	

  3.4


  	

   


  	

  At

  the Closing, the Seller shall deliver to the Purchaser, against payment of

  the purchase price and the release from its obligation under the Joint

  Venture Agreement or other financial agreements to extend working capital

  loan for the operation of CBK, the certificates representing the Option

  Shares in the name of the Purchaser and registered by CBK.


  
	

  3.5


  	

   


  	

  The

  obligation of the Purchaser hereunder to enter into and complete the Closing

  hereunder are subject to the Purchaser’s receipt of the following financial

  statements of CBK: the Balance Sheet as of December 31, 2001; the Profit and

  Loss Statement for the year then ended; and the Statement of Cash Flow as of

  December 31, 2001, including the footnotes thereto, audited by ChuoAoyama

  Audit Corporation, independent certified public accountant.


  
	

   


  	

   


  	

   


  
	

  4.


  	

   


  	

  Representations

  and Warranties of Seller


  
	

  4.1


  	

   


  	

  The

  Seller represents and warrants to the Purchaser as follows:


  
	

  a)


  	

   


  	

  The

  execution, delivery and performance by the Seller of this Agreement are

  within the Seller’s powers and have been duly authorized on its part by all

  requisite action. No action by or in respect of or filing with any

  governmental authority, agency or official is required for the execution,

  delivery and performance of this Agreement by the Seller. This Agreement has

  been duly executed and delivered by the Seller and constitute the valid and

  binding agreement of such Seller.


  
	

  b)


  	

   


  	

  The

  Seller has, and at the time of delivery of the Option Shares pursuant to

  Clause 2 will convey to the Purchaser, good, valid and marketable title to

  the Option Shares, and the Option Shares are, and at the time of such delivery

  will be conveyed to the Purchaser, free and clear of all liens, claims and

  encumbrances.


  
	

   


  	

   


  	

   


  
	

  5.


  	

   


  	

  Miscellaneous


  
	

  5.1


  	

   


  	

  This

  Agreement constitutes the entire agreement of the parties hereto with respect

  to the subject matter hereof and supersedes all other prior agreements or understandings

  with respect thereto, both written and oral.


  
	

  5.2


  	

   


  	

  Any

  provision of this Agreement may be amended or waived if, and only if, such

  amendment or waiver is in writing and signed, in the case of an amendment by

  each party hereto, or in the case of a waiver by the party against whom the

  waiver is to be effective.


  
	

  5.3


  	

   


  	

  The

  provisions of this Agreement shall be binding upon and inure to the benefit

  of the parties hereto and their respective successors and assigns.


  





 




 





























 




	

  5.4


  	

   


  	

  This

  Agreement shall be governed by and construed in accordance with the laws of

  Japan without regard to choice of law principles thereof.


  
	

  5.5


  	

   


  	

  This

  Agreement may be executed in one or more counterparts, each of which shall be

  deemed an original but all of which together shall constitute one and the

  same instrument.


  





 




 




IN

WITNESS WHEREOF, the parties have executed this Agreement as of the date first

above written.




 




	

   


  	

  SC

  BioSciences Corporation


  




  
	

   


  	

  By:


  
	

   


  	

  Name:


  	

  Toru

  Umehara


  
	

   


  	

  Title:


  	

  President


  
	

   


  	

  


  


  




  	

   


  
	

   


  	

  Ciphergen

  Biosystems, Inc. 


  




  
	

   


  	

  By:


  	

   


  
	

   


  	

  Name:


  	

  William E. Rich


  
	

   


  	

  Title:


  	

  President

  & C.E.O.


  





 




 





























 




Schedule

1




Description and Price of the Option Shares




 




	

  1.


  	

  Description

  of Option Shares


  
	

  1,000

  Common Stock of Ciphergen Biosystems K.K. with a par value of ¥50,000 per share.


  
	

  Stock

  number : # B01


  
	

   


  	

   


  
	

  2.


  	

  Purchase

  Price of Option Shares


  
	

  The

  aggregate purchase price for the Option Shares is ¥50,000,000.


  





 




 





























 




Schedule

2.




Bank

Account Information




 




 





























 




Schedule

3




Description of the Loans and Working Capital Loans




 




1.                Descriptions of Loans, including

Working Capital Loans




 




Short

Term Loans     ¥470,000,000  (as of August 19, 2002)




 




 




 




Bank

Account Information