Exhibit 10.33


 


FIRST
AMENDMENT TO THE JOINT VENTURE AGREEMENT


 


This
Agreement is entered into as of the 15th day of March, 2002 by and among:


Ciphergen
Biosystems, Inc., a California corporation located at 6611 Dumbarton Circle,
Fremont, CA 94555, U.S.A. (“CBI”);


Sumitomo
Corporation, a Japanese corporation located at 1-8-11 Harumi, Chuo-ku, Tokyo
104-8610, Japan (“SC”);


SC
Biosciences Corporation, a Japanese corporation located at 2-2-11 Shiba-Daimon,
Minato-ku, Tokyo 105-0012, Japan (“SCB”); and


Ciphergen
Biosystems K.K., a Japanese corporation located at 2-2-11 Shiba-Daimon,
Minato-ku, Tokyo 105-0012, Japan (“CBK”).


 


Recitals:


(A)                                      CBI and SC have
entered into Joint Venture Agreement dated January 25, 1999 (hereinafter the
“Original Agreement”);


(B)                                        CBK has agreed
to be bound by the Original Agreement;


(C)                                        SC transferred
all of its Shares to SCB, a SC Affiliate and accordingly assigned the Original
Agreement and rights and duties thereunder to SCB as of October 2, 2000;


(D)                                       The parties
hereto desire to amend certain provisions of the Original Agreement as
hereinafter set forth.


 


NOW,
THEREFORE, the parties hereto agree to amend the Original Agreement as follows:


 


1.  DEFINITIONS


All
terms used herein, except as defined herein, shall have the meanings ascribed
in the Original Agreement.


 


2.
Confirmation of Approval on SC’s Assignment to SCB


CBI
hereby confirms its approval on transfer of Shares from SC to SCB and
assignment and delegation of SC’s rights and duties (including, but not limited
to, the SC’s Support under Section 3.2 of the Original Agreement) to SCB.


 


CBK
hereby confirms that its Board approved by its resolution dated September 14,
2000 on such transfer of Shares from SC to SCB and assignment and delegation of
SC’s rights and duties (including, but not limited to, the SC’s Support under
Section 3.2 of the Original Agreement) to SCB.


 


3.
Binding Effect on SCB


SCB
agrees to be bound by the Original Agreement as if it were the original party
to the Original Agreement.

















 


4.  EFFECT OF AMENDMENT


The amendments to the Original Agreement hereby made
shall become retroactively effective from October 2, 2000. Except as
specifically provided herein, the Original Agreement, as amended hereby,
remains in full force and effect, and each reference “hereby”, “hereof” and
words of similar import shall refer to the Original Agreement, as amended
hereby.


 


IN
WITNESS WHEREOF, the parties hereto have caused this Amendment Agreement to be
executed by their duly authorized representatives as of the day and year first
above written.


 


	
   

  	
  Ciphergen
  Biosystems, Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  William
  E. Rich

  
	
   

  	
  Title:

  	
  President
  & C.E.O.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Sumitomo
  Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Shuichi
  Mori

  
	
   

  	
  Title:

  	
  Corporate Officer, General Manager, Machinery &
  Electric Systems Division

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  SC
  BioSciences Corporation

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Toru
  Umehara

  
	
   

  	
  Title:

  	
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Ciphergen
  Biosystems K.K.

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Name:

  	
  Toru
  Umehara

  
	
   

  	
  Title:

  	
  President