Exhibit 10.34


 


SECOND AMENDMENT TO JOINT VENTURE AGREEMENT


 


                THIS SECOND AMENDMENT (the “Amendment”) is
effective as of November 15, 2002 by and among Ciphergen Biosystems, Inc.
(“CBI”), SC Biosciences Corporation (“SCB”), Sumitomo Corporation (“SC”), and
Ciphergen Biosystems K.K. (“CBKK”).


 


 


RECITALS


 


                A.            CBI and SC entered into that certain
Joint Venture Agreement, effective as of January 25, 1999 (the “Joint
Venture Agreement”);


                B.            SCB became SC’s successor in
interest with respect to the Joint Venture Agreement in accordance with the
First Amendment to the Joint Venture Agreement dated March 15th, 2002
between the CBI, SC, SCB and CBKK; and


                C.            The parties hereto now wish to amend
certain purchase procedures in the Joint Venture Agreement to reflect the value
added to CBKK (the joint venture entity created by the Joint Venture Agreement)
as a result of the execution of the Research Services Agreement dated
November 15, 2002 by and between CBI and CBKK and the Distribution and
Marketing Agreement dated November 15, 2002 by and between BioSepra, S.A.
(a wholly-owned subsidiary of CBI) and CBKK;


NOW THEREFORE, the Parties hereby agree that Section 10.8(a),
which currently reads:


The purchase price for the
Shares to be sold pursuant to this Section 10 shall be the “Fair Market
Value” of such Shares.


is hereby amended to read as follows:


When SCB is the purchaser, the
purchase price for the Shares to be sold pursuant to this Section 10 shall
be the “Fair Market Value” of such Shares; and when CBI is the purchaser, the
purchase price for the Shares to be sold pursuant to this Section 10 shall
be the “Fair Market Value” of such Shares MINUS the Value of Additional
Business Activities. The “Value of Additional Business Activities” shall be the
value of such Shares attributable to JVC’s business activities conducted
pursuant to that certain Research Services Agreement dated November 15,
2002 by and between CBI and JVC and that certain Distribution and Marketing
Agreement dated November 15, 2002 by and between BioSepra, S.A. (a
wholly-owned subsidiary of CBI) and JVC and shall be determined in a manner
analogous to the methodology and procedures used in determining “Fair Market
Value” per share when there is no active public market for such shares, in
accordance with Section 10.8(b)(ii) below.


 

















 


 


IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
on behalf of CBI and SC, as applicable.


 


	
  CIPHERGEN
  BIOSYSTEMS, INC.

  	
   

  	
  SC
  BIOSCIENCES CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ William
  E. Rich

  	
   

  	
  By:

  	
  /s/ Toru
  Umehara

  
	
  Print Name:

  	
  William E.
  Rich

  	
   

  	
  Print Name:

  	
  Toru Umehara

  
	
  Title:

  	
  President
  & CEO

  	
   

  	
  Title:

  	
  C.E.O. &
  President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  SUMITOMO
  CORPORATION

  	
   

  	
  CIPHERGEN
  BIOSYSTEMS K.K.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Michio
  Ogimura

  	
   

  	
  By:

  	
  /s/ Toru
  Umehara

  
	
  Print Name:

  	
  Michio
  Ogimura

  	
   

  	
  Print Name:

  	
  Toru Umehara

  
	
  Title:

  	
  General
  Manager, Machinery & Electric Systems Division

  	
   

  	
  Title:

  	
  President