Exhibit 10.42


 


[*]   CERTAIN CONFIDENTIAL
INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO
RULE 406 OF THE SECURITIES EXCHANGE ACT OF 1933, AS AMENDED.


 


AMENDMENT ONE


TO


DISTRIBUTOR LICENSE AGREEMENT


 


                This
Amendment One (this “Amendment”) to the Distributor License Agreement effective
August 8, 2003 (the “Agreement”) by and between Ciphergen Biosystems, Inc. and
Salford Systems, Inc. (together, the “Parties”) is effective November )), 2003.
The Parties hereby agree as follows:


 


1.   Exhibit A (Software and Pricing
Schedule) attached to the Agreement is hereby deleted in its entirety and the
attached revised Exhibit A is substituted therefor.


 


2.   Except as expressly modified by this
Amendment, the provisions of the Agreement shall remain in full force and
effect.


 


IN WITNESS WHEREOF, the Parties have executed
caused this Amendment to be executed by their respective authorized
representatives.


 


	
  CIPHERGEN
  BIOSYSTEMS, INC:

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Martin Verhoef

  	
   

  
	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Martin Verhoef

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  Senior Vice President of
  Sales, Marketing and Operations

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  Jan. 7, 2004

  	
   

  
	
   

  	
   

  	
   

  
	
  SALFORD
  SYSTEMS, INC.

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Dan Steinberg

  	
   

  
	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  
	
  Name:

  	
  Dan Steinberg, PhD

  	
   

  
	
   

  	
   

  	
   

  
	
  Title:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  Dec. 16, 2003

  	
   

  



 


 

















 


 


EXHIBIT A


SOFTWARE AND PRICING SCHEDULE


 


PER UNIT
LICENSE FEES:


 


In accordance with the License Fee Basis, as
specified in Section 6.1.1, Ciphergen shall pay Salford a per-unit license fee
of [*] for each copy of Biomarker PatternsTM Software licensed to an
End-User.


 


1. Sales to new End-Users:


 


1.a. CART Pro 4.x - Standard Unit 64mb, 1-5
user site license. Ciphergen shall pay Salford a per-unit license fee of $[*]
for each copy sublicensed to an End-User.


 


1.b. CART Pro 4.x - Standard Unit 64mb: For
End-Users wishing to purchase additional individual licenses, Ciphergen shall
pay Salford a per-seat license fee of $[*] for each additional user.


 


1.c. CART 5.x - Standard Unit 64 mb, 1-5 user
site license with limited TreeNet 1.x functionality: Ciphergen shall pay
Salford a per-unit license fee of $[*] for each copy sublicensed to an
End-User.


 


1.d. CART 5.x - Standard Unit 64mb: For
End-Users wishing to purchase additional individual licenses, Ciphergen shall
pay Salford a per-seat license fee of $[*] for each additional user.


 


2. Sales to existing End-Users of Biomarker
Patterns Software 4.x:


 


2.a. Ciphergen will upgrade existing
End-Users of Biomarker Patterns Software 4.x to the Ciphergen-branded CART
5.x/Treenet for a discounted price (proposed [*]% discount off a list price of
$[*]). Ciphergen shall pay Salford a per-unit license fee of $[*] for each copy
sublicensed to an End-User.


 


2.b. While the Ciphergen-branded CART 5.x/Treenet
product is in development, existing End-Users who purchase Biomarker Patterns
Software 4.x will be offered an Upgrade to the Ciphergen-branded CART
5.x/Treenet for a reduced price (proposed list price $[*]), such Upgrades to be
presold at the time of purchase of Biomarker PatternsTM Software
4.x. Ciphergen shall pay Salford a per-unit license fee of $[*] in connection
with sublicenses granted to such existing End-Users.


 


ANNUAL
RENEWAL FEE:


 


The Salford Software shall be subject to
annual renewal license fees. In the calendar year 2003, for annual renewal of
CART 4.x or CART 5.x/Treenet 1.x, Ciphergen shall pay Salford $[*] per unit for
each unit of Salford Software and $[*] for each additional seat, if any.
Ciphergen shall order each such renewal license following receipt of the
applicable renewal request from an End-User. Salford shall issue an invoice in
connection with such orders and Ciphergen shall pay each such invoice within 30
days after receipt of such invoice. Salford acknowledges and agrees that
Ciphergen’s End-Users will contact Ciphergen directly to purchase annual
license renewals. In the event that any End-User fails to renew any such
license or to purchase an annual license renewal and subsequently wishes to
purchase a renewal of such license, Salford shall not impose any penalties,
interest or other fees in connection with any such renewal. Ciphergen shall
have no liability, financial or otherwise, hereunder to Salford for any such
license with respect to which the applicable End-User fails to renew such
license.


 


*                                         Certain
information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the
omitted portions.


 


 


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ANNUAL
SALES COMMITMENT:


 


The initial Minimum Annual Purchase
Commitment shall be [*] per-unit licenses fees of the Salford Software.


 


 


*                                         Certain
information on this page has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the
omitted portions.


 


 


 


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