EXHIBIT 10.46


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND HAVE BEEN ISSUED AND SOLD
IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 4(2) OF
THE ACT AND RULE 506 PROMULGATED UNDER THE ACT. 
THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW
TO DISTRIBUTION OR RESALE, AND MAY NOT BE TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACE OF 1933, AS
AMENDED, OR PURSUANT TO RULE 144 UNDER SUCH ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.


 


WARRANT


To
Purchase Common Stock of


CIPHERGEN
BIOSYSTEMS, INC.


 


July 22, 2005


 


THIS WARRANT CERTIFIES
that, for value received, Quest Diagnostics Incorporated (the “Holder”),
is entitled, upon the terms and subject to the conditions hereinafter set
forth, at any time on or prior to 5:00 P.M., Pacific Time on July 22,
2010 (the “Expiration Date”), but not thereafter, to subscribe for and
purchase, from Ciphergen Biosystems, Inc., a Delaware company (the “Company”),
Two Million Two Hundred Thousand (2,200,000) shares of common stock (the “Warrant
Stock”) of the Company (the “Warrant”).  The purchase price for one share of the
Company’s common stock under this Warrant shall equal $3.50 per share (the “Exercise
Price”).


 


The purchase price and
the number of shares for which the Warrant is exercisable shall be subject to
adjustment as provided herein. The class and series of shares of capital stock
of the Company issuable upon exercise of this Warrant is also subject to
adjustment pursuant to Section 9 hereof.


 


1.                                       Exercise of Warrant.


 


(a)                                  The
purchase rights represented by this Warrant are exercisable by the Holder
hereof, in whole or in part, at any time before the Expiration Date, by the
surrender of this Warrant, and the Notice of Exercise annexed hereto duly
executed at the principal executive office of the Company (or such other office
or agency of the Company as it may designate by notice in writing to the Holder
hereof at the address of such Holder appearing on the books of the Company),
and upon payment of the purchase price of the Warrant Stock thereby purchased
(by cash or by check or bank draft payable to the order of the Company or by
cash wire transfer to the Company); whereupon the Holder of this Warrant shall
be entitled to receive a certificate for the number of Warrant Stock so purchased.  The Company agrees that if the Holder
surrenders this Warrant and tenders the purchase price on or prior to the
Expiration Date, the Warrant Stock so 


 





















 


purchased
shall be and will be deemed to be issued to such Holder as the record owner of
such shares as of the date on which this Warrant was exercised as aforesaid.


 


(b)                                 In
lieu of exercising this Warrant by payment pursuant to paragraph 2(a) above,
the Holder may elect to receive Warrant Stock equal to the value of this
Warrant (or the portion thereof being exercised), at any time before the
Expiration Date, by surrender of this Warrant at the principal executive office
of the Company, together with the Notice of Conversion annexed hereto, in which
event the Company will issue to the Holder Warrant Stock according to the
following formula:


 


	
   

  	
  X = Y(A-B)

  	
   

  
	
   

  	
  A

  	
   

  



 


Where,


 


X     =      The
number of Warrant Stock to be issued to Holder;


 


Y     =      The
number of Warrant Stock for which the Warrant is being exercised;


 


A     =      The
fair market value of one share of Warrant Stock determined as set forth herein;
and


 


B     =      The
Exercise Price.


 


(i)             For purposes of this
subsection 1(b), the fair market value of a share of Warrant Stock is
defined as follows:


 


(1)                                  if
the exercise occurs at a time during which the Company’s common stock is traded
on a national securities exchange or on the Nasdaq National Market or are
actively traded over-the-counter, the fair market value of one common stock of
the Company means the average of the last reported or closing sale price for
the Company’s common stock on such exchange or market for the ten (10) trading
days ending one business day prior to the date of exercise of this Warrant; and


 


(2)                                  in
all other cases, the fair market value of one share of the Company’s common
stock shall be determined in good faith by the Company’s Board of Directors.


 


2.                                       Representations and Warranties of the Company.  The
Company hereby represents, warrants and covenants to the Holder as follows:


 


(a)                                  Issuance
of Shares.  As soon as reasonably
practicable after each exercise of this Warrant, in whole or in part, the Company
at its expense will cause to be issued in the name of and delivered to the
Holder hereof or as such Holder (upon payment by such Holder of any applicable
transfer taxes) may direct:


 


(i)             a certificate or
certificates for the number of duly authorized, validly issued, fully paid and
nonassessable shares of Warrant Stock to which such Holder shall be entitled
upon such exercise.


 





















 


(ii)          in case such exercise is
in part only, a new warrant or warrants calling in the aggregate on the face or
faces thereof for the number of shares of Warrant Stock equal (without giving
effect to any adjustment thereof) to the number of such shares called for on
the face of this Warrant minus the number of such shares designated by the
Holder upon such exercise as provided herein. 
Such new warrant or warrants shall contain the same terms and conditions
as this Warrant.


 


(b)                                 Valid
Issuance, Nonassessable.  This
Warrant, when issued and delivered in accordance with the terms hereof, and the
Warrant Stock, when issued pursuant to the terms hereof, shall be duly
authorized and validly issued. All Warrant Stock which may be issued upon the
exercise of rights represented by this Warrant will, upon exercise of this
Warrant, be fully paid and nonassessable and free from all taxes, liens and
charges in respect of the issue thereof (other than taxes in respect of any
transfer occurring contemporaneously with such issue).


 


(c)                                  Authorization.  The Company has full power and authority to
enter into this Warrant and to issue this Warrant under the terms and
conditions contained herein. This Warrant has been duly authorized, executed
and delivered by the Company and constitutes a valid and legally binding
obligation, enforceable in accordance with its terms.


 


(d)                                 Reservation
of Authorized Shares.  Through the
period the Warrant is outstanding, the Company shall reserve from its
authorized and unissued common stock a sufficient number of shares to provide
for the issuance of the Company’s common stock upon the exercise of this
Warrant (taking into consideration any adjustments as provided in Section 9
hereof).  If at any time the number of
authorized but unissued shares of the Company’s common stock shall be
insufficient to effect the exercise of the entire Warrant, the Company will use
commercially reasonable efforts to take such action as may, in the opinion of
its counsel or the opinion of counsel to the Holder, be necessary to increase
such authorized but unissued shares of common stock to a number sufficient to
cover the exercise of the entire Warrant. 
The shares of the Company’s common stock to be reserved for the purpose
of issuance upon exercise of this Warrant shall be registrable in accordance
with the terms and conditions of that certain Stock Purchase Agreement by and
among the Company and the Holder dated July 22, 2005 (the “SPA”).


 


3.                                       No Fractional Shares or Scrip.  No
fractional shares or scrip representing fractional shares shall be issued upon
the exercise of this Warrant.  With
respect to any fraction of a share called for upon the exercise of this
Warrant, an amount equal to such fraction multiplied by the then current price
at which each share may be purchased hereunder shall be paid in cash to the
Holder of this Warrant upon exercise.


 


4.                                       Charges, Taxes and Expenses.  Issuance
of certificates for common stock of the Company upon the exercise of this
Warrant shall be made without charge to the Holder hereof for any issue or
transfer tax or other incidental expense in respect of the issuance of such
certificate, all of which taxes and expenses shall be paid by the Company, and
such certificates shall be issued in the name of the Holder of this Warrant.


 





















 


5.                                       No Rights or Liabilities as Stockholders.  This
Warrant does not entitle the Holder hereof to any voting rights or other rights
as a stockholder of the Company prior to the exercise thereof. In the absence
of affirmative action by Holder to purchase Warrant Stock by exercise of this
Warrant, no provisions of this Warrant, and no enumeration herein of the rights
or privileges of the Holder shall cause such Holder to be a stockholder of the
Company for any purpose.


 


6.                                       Exchange and Registry of Warrant.  The
Company shall maintain at its principal executive office or agency a registry
showing the name and address of the registered Holder of this Warrant.  This Warrant may be surrendered for exchange,
transfer or exercise, in accordance with its terms, at such office or agency of
the Company, and the Company shall be entitled to rely in all respects, prior
to written notice to the contrary, upon such registry.


 


7.                                       Loss, Theft, Destruction or Mutilation of Warrant.  Upon
receipt by the Company of evidence reasonably satisfactory to it of the loss,
theft, destruction or mutilation of this Warrant, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to it, and upon
reimbursement to the Company of all reasonable expenses incidental thereto, and
upon surrender and cancellation of this Warrant, if mutilated, the Company will
make and deliver a new Warrant of like tenor and dated as of such cancellation,
in lieu of this Warrant.


 


8.                                       Saturdays, Sundays, Holidays, etc.  If the
last or appointed day for the taking of any action or the expiration of any
right required or granted herein shall be a Saturday or a Sunday or shall be a
legal holiday, then such action may be taken or such right may be exercised on
the next succeeding day not a legal holiday.


 


9.                                       Adjustments.  The Exercise Price and the number
of Warrant Stock purchasable hereunder are subject to adjustment from time to
time as set forth in this Section 9.


 


(a)                                  Reclassification,
etc.  If the Company, at any time
while this Warrant, or any portion hereof, remains outstanding and unexpired by
reclassification of securities or otherwise, shall change any of the securities
as to which purchase rights under this Warrant exist into the same or a
different number of securities or any other class or classes, this Warrant
shall thereafter represent the right to acquire such number and kind of
securities as would have been issuable as the result of such change with
respect to the securities that were subject to the purchase rights under this
Warrant immediately prior to such reclassification or other change and the
Exercise Price therefor shall be appropriately adjusted, all subject to further
adjustment as provided in this Section 9.


 


(b)                                 Subdivision or Combination of Shares.  In the event that the Company shall at any
time subdivide the outstanding securities as to which purchase rights
under this Warrant exist, or shall issue a stock dividend on the securities as
to which purchase rights under this Warrant exist, the
number of securities as to which purchase rights under this Warrant exist
immediately prior to such subdivision or to the 


 





















 


issuance
of such stock dividend shall be proportionately increased, and the Exercise
Price shall be proportionately decreased, and in the event that the Company
shall at any time combine the outstanding securities as to which purchase
rights under this Warrant exist, the number of securities as to which purchase
rights under this Warrant exist immediately prior to such combination shall be
proportionately decreased, and the Exercise Price shall be proportionately
increased, effective at the close of business on the date of such subdivision,
stock dividend or combination, as the case may be.


 


(c)                                  Corporate
Reorganizations.  If at any time
after the date hereof there shall be a capital reorganization (other than a
combination or subdivision of Warrant Stock otherwise provided for herein), or
a merger or consolidation of the Company with or into another corporation, or
the sale of substantially all of the Company’s properties and assets to any
other person or entity, then, as a part of such reorganization, merger,
consolidation or sale, the Company shall take such steps so that the Holder
shall thereafter be entitled to receive, upon exercise of this Warrant, the
number of shares of stock or other securities, cash or property of the Company
or the successor entity resulting from such reorganization, merger,
consolidation or sale, to which the Holder of this Warrant would have been
entitled under the terms and conditions of such reorganization, merger,
consolidation or sale if this Warrant had been exercised prior to the record
date of such reorganization, merger, consolidation or sale.


 


(d)                                 Cash
Distributions.  The Company will make
no adjustment to the Exercise Price on account of cash dividends or interest on
the Warrant Stock.


 


(e)                                  Other
Distributions.  If the Company at any
time makes, or fixes a record date for the determination of holders of the
Company’s common stock entitled to receive any distribution payable in
securities of the Company, or any other securities or property other than cash
dividends, then and in each such event provision shall be made so that the
Holder hereof shall receive upon exercise of the Warrant, in addition to the
number of shares of the Company’s common stock issuable upon exercise of this
Warrant, the amount of such securities or property which such Holder would have
received had this Warrant been exercised on the date of such event and had such
Holder thereafter, during the period from the date of such event to and
including the date of exercise, retained such securities or property receivable
by such Holder as aforesaid during such period, subject to all other
adjustments called for such period under this Section 9 with respect to
the rights of the Holder.


 


(f)                                    No
Dilution or Impairment.  The Company
will not, by amendment of its certificate of incorporation or bylaws, or
through any consolidation, merger, reorganization, transfer of assets,
dissolution, issue or sale of securities or any other voluntary action, avoid
or seek to avoid the observance or performance of any of the terms of this
Warrant.


 


Without limiting the
generality of the foregoing, the Company (a) will take all such action as
may be necessary or appropriate in order that the Company may validly and
legally issue fully paid and nonassessable shares of stock on the exercise of
the Warrants from time to time outstanding and (b) will not take any
action which results 


 





















 


in any
adjustments of the Warrant Price if the total number of shares of Warrant Stock
issuable after the action upon the exercise of all of the Warrants would exceed
the total number of shares of Warrant Stock then authorized by the Company’s
certificate of incorporation and available for the purpose of issue upon such
exercise.


 


10.                                 Certificate of Adjustments.  In the
case of each adjustment or readjustment of the Warrant Price and/or the number
of Warrant Stock, the Company, at its expense, will promptly compute such
adjustment or readjustment in accordance with the terms hereof and cause a
certificate, signed by the Company’s chief financial officer, setting forth
such adjustment or readjustment and showing in detail the facts upon which such
adjustment or readjustment is based, to be delivered to the Holder of this
Warrant.  The Company will furnish or
cause to be furnished to such Holder a certificate setting forth:


 


(a)                                  Such
adjustments and readjustments;


 


(b)                                 The
Warrant Price at the time in effect and how it was calculated; and;


 


(c)                                  The
number of shares of Warrant Stock and the amount, if any, of other property at
the time receivable upon the exercise of the Warrant.


 


11.                                 Notice of Record Date.  In the
event of:


 


(a)                                  Any
taking by the Company of a record of the holders of any class of securities of
the Company for the purpose of determining the holders thereof who are entitled
to receive any dividend (other than a cash dividend payable out of earned
surplus at the same rate as that of the last such cash dividend theretofore
paid) or other distribution, or any right to subscribe for, purchase or
otherwise acquire any shares of stock of any class or any other securities or
property;


 


(b)                                 Any
capital reorganization of the Company, any reclassification or recapitalization
of the Warrant Stock of the Company, any transfer of all or substantially all
of assets of the Company to any other person, any consolidation or merger involving
the Company, or any transaction contemplated in Section 9 above; or


 


(c)                                  Any
voluntary or involuntary dissolution, liquidation or winding-up of the Company;


 


the Company will deliver to the Holder of this Warrant
at least ten (10) business days prior to the date thereof , a notice
specifying:


 


(i)             As the case may be,
the date on which any such record is to be taken for the purpose of such
dividend, distribution or right, and the amount and character of such dividend,
distribution or right; and the record date for determining stockholders
entitled to vote thereon.


 


(ii)          As the case may be, the
closing of any reorganization, reclassification, transfer, consolidation,
merger, dissolution, liquidation or winding-up, 


 





















 


and the record date for determining stockholders
entitled to vote thereon and the time, if any such time is to be fixed, as of
which the holders of record of Warrant Stock shall be entitled to exchange
their shares of Warrant Stock for the securities or other property deliverable
upon such reorganization, consolidation, merger, transfer, dissolution
liquidation or winding-up.


 


12.                                 Restrictions on Transferability of Warrant.


 


(a)                                  Restrictions
on Transferability.  This Warrant and
the Warrant Stock issuable upon exercise of this Warrant shall not be sold,
assigned, transferred or pledged except in compliance with this Section 12.


 


(b)                                 Restrictive
Legend.  The certificate or
certificates evidencing the Warrant Stock issued upon exercise of this Warrant
shall be stamped or imprinted with a legend in substantially the following form
(in addition to any other legend reasonably requested by the Company or its
counsel in order to comply with applicable federal and state securities laws):


 


THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), AND HAVE BEEN ISSUED AND SOLD
IN RELIANCE UPON THE EXEMPTION FROM REGISTRATION PROVIDED BY SECTION 4(2) OF
THE ACT AND RULE 506 PROMULGATED UNDER THE ACT. 
THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW
TO DISTRIBUTION OR RESALE, AND MAY NOT BE TRANSFERRED WITHOUT AN EFFECTIVE
REGISTRATION STATEMENT FOR SUCH SECURITIES UNDER THE SECURITIES ACE OF 1933, AS
AMENDED, OR PURSUANT TO RULE 144 UNDER SUCH ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY THAT REGISTRATION IS NOT REQUIRED UNDER THE ACT.


 


The Holder of this
Warrant, and each transferee thereof, consents to the Company making a notation
on its records and giving instructions to any transfer agent of the Warrant in
order to implement the restrictions on transfer established in this Section 12.  Notwithstanding anything to the contrary in
this Warrant, the Warrant Stock shall have registration rights as provided in Article 4
of the SPA.


 


(c)                                  Notice
of Proposed Transfers.  The Holder,
by acceptance of this Warrant and the Warrant Stock, agrees to comply in all
respects with the provisions of this Section 12(c).  The Holder agrees not to make any disposition
of all or any portion of the Warrant or the Warrant Stock unless and until (X)
there is then in effect a registration 


 





















 


statement
under the Securities Act covering such proposed disposition and such
disposition is made in accordance with such registration statement or (Y) the
disposition is otherwise being made in compliance with applicable federal and
state securities laws.


 


13.                                 Investment Representations and Covenants of the
Holder.  With respect to the acquisition of this
Warrant, the Holder hereby represents and warrants to the Company as follows:


 


(a)                                  Experience.  The Holder is capable of evaluating the
merits and risks of its investment in the Company and has the capacity to
protect its own interests.


 


(b)                                 Investment.  The Holder is acquiring this Warrant for
investment for its own account, not as a nominee or agent, and not with the
view to, or for resale in connection with, any distribution thereof.  The Holder understands that this Warrant has
not been, and will not be, registered under the Securities Act.


 


(c)                                  Rule 144.  The Holder acknowledges that the Warrant must
be held indefinitely unless exercised or subsequently registered under the
Securities Act, or unless an exemption from such registration is
available.  The Holder understands that
the Company is not under any obligation to register this Warrant.  The Holder is aware of the provisions of Rule 144
promulgated under the Securities Act that permit limited resale of securities
purchased in a private placement subject to satisfaction of certain conditions.


 


14.                                 Miscellaneous.


 


(a)                                  Governing
Law.  THIS AGREEMENT SHALL BE
GOVERNED IN ALL RESPECTS BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO
ITS CONFLICT OF LAWS PRINCIPLES.


 


(b)                                 Waivers
and Amendments.  This Warrant and any
provisions hereof may be changed, waived, discharged or terminated only by an
instrument in writing signed by the party against which enforcement of the same
is sought.


 


(c)                                  Assignment.  This Warrant may be assigned or transferred
by the Holder to (i) an entity that acquires ownership, directly or
indirectly, of more than fifty percent (50%) of the voting securities of, or
possession of the right to vote, in the ordinary direction of its affairs, of
more than fifty percent (50%) of the voting interest in the Holder; (ii) an
entity that acquires all or substantially all of the assets of the Holder; or (iii) an
entity that is the resulting entity of a merger or consolidation of the
Holder.  Upon such transfer this Warrant
and all rights hereunder shall be transferred, in whole or in part, on the
books of the Company maintained for such purpose at the principal office of the
Company referred to above, by the Holder hereof in person, or by duly
authorized attorney, upon surrender of this Warrant properly endorsed and upon
payment of any necessary transfer tax or other governmental charge imposed on
such transfer. Upon any transfer, the Company shall issue and deliver to the
Holder a new warrant. Each taker and holder of this Warrant, by taking and
holding the same, consents and agrees that when this Warrant shall have been so
endorsed, the person in possession of this Warrant may be treated by the
Company, and all other persons dealing with this Warrant, as the 


 





















 


absolute
owner hereof for any purpose and as the person entitled to exercise the rights
represented hereby, any notice to the contrary notwithstanding.  The terms and conditions of this Warrant
shall be binding upon any successors or assigns of the Company.  Upon transfer, the Holder shall have no
further liability to the Company or any third party.


 


(d)                                 Notices.  All notices and other communications required
or permitted hereunder shall be in writing and shall be delivered personally by
hand or by courier, mailed by United States first-class mail, postage prepaid,
or sent by facsimile directed to the party to be notified at the address or
facsimile number indicated for such person on the signature page hereof,
or at such other address or facsimile number as such party may designate by ten
(10) days’ advance written notice to the other parties hereto.  All such notices and other communications
shall be deemed given upon personal delivery, on the date of mailing, or upon
confirmation of facsimile transfer.


 


(e)                                  Counterparts.
 This Warrant may
be executed two counterparts, each of which shall be enforceable, and both of which
shall constitute one instrument.


 


 


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IN WITNESS WHEREOF,
CIPHERGEN BIOSYSTEMS, INC. has caused this Warrant to be executed by its
officers thereunto duly authorized.


 


Dated: July 22, 2005


 


	
   

  	
   

  	
  CIPHERGEN BIOSYSTEMS,
  INC.

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  /s/ William E. Rich

  	
   

  
	
   

  	
   

  	
  (Signature)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  William E. Rich

  	
   

  
	
   

  	
   

  	
  (Print Name)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  President and Chief Executive Officer

  	
   

  
	
   

  	
   

  	
  (Title)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
  6611 Dumbarton
  Circle

  	
   

  
	
   

  	
   

  	
  Fremont, CA
  94555

  	
   

  
					



 


AGREED AND ACKNOWLEDGED:

QUEST DIAGNOSTICS INCORPORATED


 


	
  /s/ Catherine T. Doherty

  	
   

  
	
  (Signature)

  	
   

  
	
   

  	
   

  
	
  Catherine T. Doherty

  	
   

  
	
  (Print Name)

  	
   

  
	
   

  	
   

  
	
  Vice President, Office of the Chairman

  	
   

  
	
  (Title)

  	
   

  
	
   

  	
   

  
	
  Address:

  	
   

  	
   

  
			



1290 Wall Street West


Lyndhurst, NJ 07071


Facsimile Number:


 





















 


NOTICE
OF EXERCISE


 


To:                              CIPHERGEN
BIOSYSTEMS, INC.


 


(1)                                  The
undersigned hereby elects to purchase                                
shares of common stock (the “Shares”) of CIPHERGEN BIOSYSTEMS, INC. pursuant to
the terms of the attached Warrant, and tenders herewith payment of the purchase
price in full, together with all applicable transfer taxes, if any.


 


(2)                                  Please
issue a certificate of certificates representing said Shares in the name of the
undersigned or in such other name as is specified below:


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Print Name)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


(3)                                  The
undersigned represents that the aforesaid Shares are being acquired for the
account of the undersigned for investment and not with a view to, or for resale
in connection with, the distribution thereof and that the undersigned has no
present intention of distributing or reselling such shares.


 


	
   

  	
   

  	
   

  	
   

  
	
  (Date)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Print Name)

  



 





















 


NOTICE
OF CONVERSION


 


TO:                            CIPHERGEN
BIOSYSTEMS, INC.


 


1.                                       The
undersigned hereby elects to convert the attached Warrant into                                  
common shares (the “Shares”) of CIPHERGEN BIOSYSTEMS, INC. pursuant to Section 1(b)of
such Warrant, which conversion shall be effected pursuant to the terms of the
attached Warrant.


 


2.                                       Please
issue a certificate or certificates representing the Shares in the name of the
undersigned or in such other name as is specified below:


 


	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Print Name)

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  



 


3.                                       The
undersigned represents that the aforesaid Shares are being acquired for the
account of the undersigned for investment and not with a view to, or for resale
in connection with, the distribution thereof and that the undersigned has no
present intention of distributing or reselling such shares.


 


	
   

  	
   

  	
   

  	
   

  
	
  (Date)

  	
   

  	
  (Signature)

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  (Print Name)