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 26, 2002)


 


 


 


Bank
Account Information