exv10w53



 





Exhibit 10.53



CONFIDENTIAL
TREATMENT REQUESTED




TRANSITION SERVICES AGREEMENT




     THIS TRANSITION SERVICES AGREEMENT (this “Agreement”), dated November 13, 2006 (the “Effective
Date”), is between BIO-RAD LABORATORIES, INC. a Delaware corporation with offices at 1000 Alfred
Nobel Drive, Hercules, California 94547 (“BIO-RAD”) and CIPHERGEN BIOSYSTEMS, INC., a
Delaware corporation with offices at 6611 Dumbarton Circle, Fremont, California 94555
(“CIPHERGEN”).



RECITALS




     WHEREAS, CIPHERGEN and BIO-RAD have entered into an Asset Purchase Agreement dated August 14,
2006 (the “APA”) pursuant to which BIO-RAD is acquiring substantially all of the assets and
certain liabilities relating to CIPHERGEN’s tools business (the “Business”) on the terms
and conditions specified therein; and



     WHEREAS, each party recognizes the need for certain transition services to assist BIO-RAD in
becoming self sufficient with respect to the operation of the Business and to assist CIPHERGEN in
the course of the transition of the Business to BIO-RAD (the “Services”); and



     WHEREAS, each party desires to obtain such Services from the other and is also willing to
provide certain Services to the other party, in each case on the terms and conditions set forth
herein; and



     WHEREAS, each party recognizes that, following the Closing Date (as that term is defined in
the APA), the other party will have a need to use certain equipment belonging to the other party,
and the parties desire to permit such use (“Shared Equipment”) on the terms and conditions
set forth herein.



     NOW THEREFORE, in consideration of the respective covenants and promises contained herein and
for other good and valuable consideration, the receipt and adequacy of which is hereby
acknowledged, the parties hereto agree as follows:



1. Services Supplied.




     1.1 Transition Service Schedules. Each party (the “Provider”) shall furnish to
the other (the “Recipient”) certain transition Services, as listed and briefly described in
the schedules attached hereto (“Transition Service Schedules”). In order to provide for
the furnishing of additional, commercially necessary services not listed in such schedules at the
time of execution of this Agreement, the Transition Service Schedules may be amended from time to
time upon request by either party and with the consent of the other



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party, which consent shall not be unreasonably withheld. The parties agree that such additional
services shall be provided in accordance with the terms of this Agreement and the Transition
Service Schedules, as amended. In the event of any conflict or inconsistency between the terms of
this Agreement and the terms set forth in any Transition Service Schedule, such Transition Service
Schedule shall control.



     1.2 Services Provided by CIPHERGEN. CIPHERGEN shall provide reasonable assistance to
BIO-RAD in efficiently and expeditiously developing BIO-RAD’s ability to operate the Business by
performing the Services outlined in Transition Service Schedules B and C attached hereto, as
follows:



          (a) Information Technology Services. CIPHERGEN shall provide to BIO-RAD certain
information technology and communications systems and services support (“IT Services”) and
Consultants (as such term is defined below), as outlined in Transition Service Schedule A
(IT Services).




          (b) Staff Services. CIPHERGEN shall provide to BIO-RAD certain Services and
Consultants as outlined in Transition Service Schedule B (Staff Services).




     1.3 Services Provided by BIO-RAD. BIO-RAD shall provide to CIPHERGEN certain Services
and Consultants as outlined in Transition Service Schedule C (Staff Services).



     1.4 Shared Equipment.



          (a) CIPHERGEN shall have the right to use certain equipment to be sold to BIO-RAD pursuant to
the APA, as outlined in Transition Service Schedule D (Shared Equipment provided by BIO-RAD
to CPIPHERGEN).




          (b) BIO-RAD shall have the right to use certain equipment belonging to CIPHERGEN, as outlined
in Transition Service Schedule E (Shared Equipment provided by CIPHERGEN to BIO-RAD).




     The parties each acknowledge that there is no guarantee that any of the Provider’s personnel
(the “Consultants”) will continue to be employed by the Provider through the end of the
applicable Transition Period.



2. Additional Transition Services.




     The parties acknowledge that, during the term of this Agreement, either party may desire
additional services that are not specifically identified in this Agreement (including the
Transition Service Schedules) and of which neither party may be aware until such time as a
particular service is needed. Accordingly, if the parties agree that services in addition to those
identified in Section 1 above are necessary or desirable, then the parties shall (a) in good faith
negotiate and agree on reasonable terms under which such



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additional services shall be provided, and (b) execute an additional Transition Service Schedule
setting forth such terms.



5. Compensation.




     For each Service described in the attached Transition Service Schedules B and C, the Recipient
shall pay the Provider a fee calculated by multiplying the reported time a Consultant actually
worked for Recipient during each given period of time (rounded to the nearest hour), as reported by
weekly or monthly timesheets kept by Provider, by an Hourly Rate (as defined in the next sentence).
The “Hourly Rate” for each Consultant shall be an amount equal to two (2) times the annual
base salary of the Consultant divided by the number of annual working hours including vacations and
holidays.



     5.1 Costs/obligations relating to employment of Consultants. All costs, expenses and
obligations associated with the employment of any Consultant, including but not limited to salary,
benefits, taxes, and insurance, for Services rendered to either party, shall be the responsibility
of the Provider.



     5.2 Record Keeping and Audits. The Provider shall be responsible for keeping records
in the form of weekly or monthly timesheets describing the nature and quantity of the Services
performed for Recipient by the Consultants pursuant to this Agreement. Each party, as the
Provider, agrees to promptly comply with any reasonable request by the Recipient to audit any books
and records directly relating to the record of Services performed, and/or the calculation of the
fee described above, pursuant to this Agreement.



6. Invoicing and Payment.




     The Provider shall promptly invoice the Recipient on a monthly basis for Services supplied
hereunder. The Recipient shall pay each invoice within thirty (30) days after the date of such
invoice. The provisions of this Section 6 shall survive any termination of this Agreement.



7. Joint Steering Committee.




     The Joint Steering Committee (as such term is defined in the APA) shall regularly review
progress regarding BIO-RAD’s transition of the Business, the Services to be provided hereunder, and
other matters relevant to Services provided under this Agreement, e.g., issues related to Services
or the parties’ use of Shared Equipment.



8. General Obligations and Standard of Care.




     8.1 Cooperation and Consents. The parties shall use reasonable efforts to find means
of cooperation in matters relating to the provision and receipt of Services hereunder. Cooperation
may include exchanging information and, upon request, working to obtain third-party consents,
licenses, sublicenses or approvals necessary to permit a



3









 







party providing Services to perform its obligations hereunder. Unless otherwise provided in the
relevant Transition Service Schedule, the cost of obtaining such third-party consents, licenses,
sublicenses or approvals shall be borne by the party receiving the applicable Services.



     8.2 Standards. Each party shall provide Services in a professional and competent
manner and with the same standard of skill, care, accuracy and diligence, but in no case with less
than a commercially reasonable degree of care, in which such Services were performed prior to the
transaction described in the APA. In addition: (a) if there are errors or omissions in the
Services, then the party providing those Services shall furnish correct information at no
additional cost or expense to the receiving party, and (b) if there is a failure to provide
Services when and in the manner required, then the party providing those Services shall use
reasonable efforts to make the Services available and/or to resume performing the Services as
promptly as reasonably possible.



     8.3 Service Boundaries. Each party shall be obligated to provide the Services only as
set forth in the applicable Transition Service Schedule. Except as otherwise provided in the
applicable Transition Service Schedule, and as may be reasonably necessary for either party to
perform its obligation to provide Services to the other party under this Agreement, neither party
shall be obligated: (a) to hire any additional employees or maintain the employment of any specific
employee or any specific number of employees, (b) to purchase, lease or license any additional
equipment, software or other assets, or (c) to maintain any existing leases, licenses or other
contracts.



     8.4 Impracticality. Neither party shall be obligated to provide Services to the extent
the performance of such Services becomes or would become impracticable as a result of a cause or
causes outside the control of the providing party (including, but not limited to, a force majeure
condition or unfeasible technological requirements), or to the extent the performance of such
Services would require BIO-RAD or CIPHERGEN to violate, or result in BIO-RAD’s or CIPHERGEN’s
violation of, any applicable laws, rules or regulations. If CIPHERGEN or BIO-RAD reasonably
believes it is unable to provide any Services because of a failure to obtain necessary consents, or
because of impracticality, the parties shall cooperate to determine the best alternative approach.



     8.5 Disclaimer. EXCEPT FOR THOSE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, IN
THE APA AND THE ANCILLARY AGREEMENTS (AS THAT TERM IS DEFINED IN THE APA), CIPHERGEN AND BIO-RAD
EACH HEREBY DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY OF MERCHANTABILITY
OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICES. SUCH DISCLAIMER IS NOT INTENDED
TO AFFECT ANY DIRECT CLAIMS EITHER PARTY MAY ASSERT AGAINST ANY THIRD PARTY.



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9. Confidentiality and Intellectual Property Rights.




     9.1 Confidentiality. In connection with the Services to be provided under this
Agreement, it may be necessary for CIPHERGEN and BIO-RAD to exchange confidential information. The
disclosure, receipt and use of such information is subject to the Confidentiality Agreement between
the parties effective August 14, 2006 (the “Confidentiality Agreement”).



     9.2 Intellectual Property:



          (a) Record Keeping: The Recipient shall be responsible for keeping records of
the Services performed for it by the Consultants and shall institute procedures to ensure that such
work is separate from work performed for Recipient by its own personnel (e.g., separate locations
for storing electronic documents and the like).



          (b) Pre-Existing Items. Each party as the Recipient agrees that it shall not
request any Consultant to perform Services that require pre-existing materials or intellectual
property which the Recipient does not own or in which it does not have an interest.



          (c) New Material: Any and all new material, invention, discovery, improvement,
modification or refinement, in addition to all intellectual property rights therein (collectively,
the “New Material”) made, conceived or created by the Consultants employed by either party,
whether individually or in concert with others, in the course of performing Services for the other
party (as demonstrated by the records retained pursuant to the record-keeping requirement set forth
above) shall be owned by the Recipient. To the extent the Provider, as the employer of the
Consultants, obtains any rights in and to the New Material, each party as the Provider agrees to
assign and hereby does assign to the Recipient all right, title and interest in and to the New
Material and further agrees to do all things necessary, at the Recipient’s sole cost and expense,
for the Recipient to obtain patents or copyrights on any concepts, ideas, programs, products,
processes or writings conceived and/or developed or produced by any Consultant in the performance
of Services hereunder. All materials prepared or developed by any Consultant hereunder including,
without limitation, documents, calculations, sketches, notes, reports, and samples shall become the
property of the Recipient when prepared, whether delivered to the Recipient or not, and shall
together with any materials furnished to the Recipient by the Provider be delivered to the Provider
upon request and, in any event, upon termination or expiration of this Agreement. The Provider
shall not retain any such material without the Recipient’s written approval.



          (d) Rights established under the APA. This Agreement and performance under this
Agreement shall not affect the ownership of any intellectual property rights established under the
APA.



          (e) Use of Trademark. Ciphergen grants Bio-Rad permission to use the trademark
“Biomarker Discovery® Center” for a period of three (3) months from the



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Effective Date for the purposes of transitioning services provided at the Biomarker Discovery
Centers.



10. Miscellaneous.




     10.1 Term and Termination.



          (a) Term. This Agreement shall become effective on the Effective Date. The term of
this Agreement with respect to any particular Service to be provided hereunder or the right to use
Shared Equipment (such term, the “Transition Period”) shall commence on the Closing Date
(as such term is defined in the APA) and continue for the period specified in the applicable
Transition Service Schedule, subject to the right of the parties to extend or shorten such
Transition Period as mutually agreed.



          (b) Termination for Convenience. Either party may terminate all or part of any
Services for which it is the Recipient by providing written notice thereof to the other party at
least sixty (60) days in advance of the effective date of such termination, specifying which
Services are to be terminated. A party may not terminate Services for which it is the Provider,
even if it is no longer a Recipient of any Services. Notwithstanding the foregoing, CIPHERGEN may
terminate Transition Service Schedule D with respect to Shared Equipment provided by
BIO-RAD to CIPHERGEN by providing written notice to BIO-RAD at least thirty (30) days in advance of
the effective date of such termination and BIO-RAD may terminate Transition Service Schedule
E with respect to Shared Equipment provided by CIPHERGEN to BIO-RAD by providing written notice
to CIPHERGEN at least thirty (30) days in advance of the effective date of such termination.



          (c) User Identifications/Passwords. On the termination or expiration of this Agreement
or any Services provided hereunder, the parties shall use good faith efforts to ensure that all
copies of user identifications, passwords and any other account information that provides any party
with access to the other party’s information technology systems or equipment are canceled or
destroyed.



          (d) Effect of Termination. Sections 6, 8, 9 and 10 of this Agreement and any other
provisions that, by their sense and context, are intended to survive the termination of this
Agreement, including any Transition Service Schedule hereunder, shall so survive such termination.



     10.2 Assignment. Neither this Agreement nor any of the rights or obligations hereunder
may be assigned by either party without the prior written consent of the other party.



     10.3 Notices. All notices, requests, demands and other communications which are
required or may be given under this Agreement shall be in writing and shall be deemed to have been
duly given when received if personally delivered; when transmitted if transmitted by facsimile,
electronic or digital transmission method; the day after it is



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sent, if sent for next day delivery to a domestic address by recognized overnight delivery
service (e.g., Federal Express); and upon receipt, if sent by certified or registered mail, return
receipt requested. In each case, notice shall be sent to:


If to BIO-RAD:



Bio-Rad Laboratories, Inc.

1000 Alfred Nobel Drive

Hercules, California 94547

Attention: General Counsel

Facsimile No.: 510 741 5815



with a copy to:



Bio-Rad Laboratories, Inc.

2000 Alfred Novel Drive

Hercules, California 94547

Attention:

Facsimile No.:



If to CIPHERGEN:



Ciphergen Biosystems, Inc.

6611 Dumbarton Circle

Fremont, California 94555

Attention: Vice President of Operations

Facsimile No.: 510.505.2101



or to such other place and with such other copies as either party may designate as to itself by
written notice to the other party.




     10.4 Choice of Law/Dispute Resolution. 



          (a) Choice of Law. This Agreement shall be construed, interpreted and the rights of
the parties determined in accordance with the laws of the State of California (without reference to
the choice of law provisions), except with respect to matters of law concerning the internal
corporate affairs of any corporate entity which is a party to or the subject of this Agreement.



          (b) Dispute Resolution. The parties shall attempt to resolve informally, through their
respective representatives on the Joint Steering Committee (as such term is defined in the APA),
any dispute, claim or controversy (“Dispute”) arising between the parties with respect to
the performance of this Agreement or any Service provided hereunder. If the Joint Steering
Committee is unable to resolve any such Dispute within sixty (60) days, the party raising the
Dispute shall promptly advise the other party in a writing (“Notice of Dispute”) of its
desire to submit the Dispute to an



7









 







alternative dispute resolution (“ADR) process. The Notice of Dispute shall describe the
nature of the Dispute in reasonable detail. By not later than ten (10) business days after the
recipient has received such Notice of Dispute, each party shall have selected for itself a
representative who shall have the authority to bind each such party and shall additionally have
advised the other party in writing of the name and title of such representative. By not later than
twenty (20) business days after the date of such Notice of Dispute, such representatives shall
schedule a date for engaging in an ADR process. Thereafter, the representatives of the parties
shall engage in good faith in an ADR process. If the representatives of the parties have not been
able to resolve the Dispute within thirty (30) business days after the termination of the ADR, the
parties shall have the right to pursue any other remedies legally available to resolve such dispute
in either the State Courts of California or in the United States District Courts for California.
Each party irrevocably and unconditionally (1) agrees that any ADR process, suit, action or other
legal proceeding arising out of this Agreement may be brought in the United States District Court
for the Northern District of California or, if such court does not have jurisdiction or will not
accept jurisdiction, in any court of general jurisdiction in Contra Costa County, California, (2)
consents to the jurisdiction or any such court in any such suit, action or proceeding and (3)
waives any objection which such party may have to the laying of venue of any such suit, action or
proceeding in any such court. Notwithstanding the foregoing, nothing in this Section 10.4(b) shall
be construed to waive any rights or timely performance of any obligations existing under this
Agreement.



     10.5 Entire Agreement; Amendments and Waivers. This Agreement, together with all
schedules hereto, and the Confidentiality Agreement constitutes the entire agreement between the
parties pertaining to the subject matter hereof and supersedes all prior agreements,
understandings, negotiations and discussions, whether oral or written, of the parties.  This
Agreement may not be amended except by an instrument in writing signed on behalf of each of the
parties hereto. No amendment, supplement, modification or waiver of this Agreement shall be
binding unless executed in writing by the party to be bound thereby.  No waiver of any of the
provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision
hereof (whether or not similar), nor shall such waiver constitute a continuing waiver unless
otherwise expressly provided.



     10.6 Multiple Counterparts.  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.



     10.7 Invalidity.  In the event that any one or more of the provisions contained in
this Agreement or in any other instrument referred to herein, shall, for any reason, be held to be
invalid, illegal or unenforceable in any respect, then to the maximum extent permitted by law, such
invalidity, illegality or unenforceability shall not affect any other provision of this Agreement
or any other such instrument.



     10.8 Attorneys’ Fees. If any party to this Agreement brings an action to enforce its
rights under this Agreement, the prevailing party shall be entitled to recover



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its costs and expenses, including without limitation reasonable attorneys’ fees, incurred in
connection with such action, including any appeal of such action.



     10.9 Independent Contractors. CIPHERGEN and BIO-RAD, and their respective agents,
shall be independent contractors with respect to the Services provided hereunder and nothing herein
shall be deemed to constitute a relationship of partnership, joint venture, employee-employer or
any other relationship other than that of independent contracting parties. Neither party, nor its
agents shall hold itself out to third parties as having the power to contractually bind the other
party with respect to any matter. For the avoidance of doubt, when Consultants perform Services
under this Agreement they shall be deemed at all times to be under the supervision and
responsibility of the Provider. No Consultant acting under the terms of this Agreement shall be
deemed to be acting as agent or employee of Recipient at any time or for any purpose whatsoever.



     10.10 Limitation of Liability. UNLESS DERIVING FROM NEGLIGENCE OR WILLFUL MISCONDUCT,
IN NO EVENT SHALL EITHER PARTY, ITS SUBSIDIARIES OR AFFILIATES BE LIABLE TO THE OTHER PARTY, ITS
SUBSIDIARIES OR AFFILIATES, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT, INCIDENTAL OR PUNITIVE
DAMAGES OR LOST PROFITS, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE)
ARISING IN ANY WAY OUT OF THIS AGREEMENT, WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. A PARTY’S LIABILITY FOR DAMAGES OR ALLEGED DAMAGES HEREUNDER, WHETHER
IN CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, IS LIMITED TO, AND WILL NOT EXCEED, THE AMOUNT OF
DIRECT DAMAGES SUSTAINED BY THE OTHER PARTY.



     10.11 Force Majeure. Neither party shall be responsible for any delay or failure in
performance (or for any loss, damage, cost, charge or expense incurred or suffered by the other
party by reason of such delay or failure) if that delay or failure is a result of an event beyond
the reasonable control of that party, and without the fault or negligence of that party.



     10.12 Nature of Agreement. This Agreement is not to be construed or interpreted as
conferring any benefits or rights on any Consultant or as an agreement regarding the terms and
conditions of any Consultant’s employment. This Agreement does not limit in any way the right of
each party, as a Provider, to terminate an employment relationship with any Consultant, at any
time, in such Provider’s sole discretion.



     10.13 No Third Party Beneficiaries. This Agreement has been entered into solely for
the benefit of the parties that have executed it, and not to confer any benefit or enforceable
right upon any other party or entity. Accordingly, no party or entity that has not executed this
Agreement shall have any right to enforce any of the provisions of it.



[Signature Page to Follow]




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     IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their
respective authorized representatives.



	 	 	 	 	 	 	 	 	 	 	 
	CIPHERGEN BIOSYSTEMS, INC.	 	 	 	BIO-RAD LABORATORIES, INC.
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Debra Young
	 	 	 	By:
	 	/s/ Sanford Wadler	 	 
	 

	 	 
	 	 	 	 	 	 	 	 
	Name:

	 	Debra Young
	 	 	 	Name:
	 	Sanford Wadler	 	 
	Its:

	 	CFO & VP of Finance
	 	 	 	Its:
	 	Vice President & General Counsel	 	 







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Transition Service Schedule A

IT Services Provided by CIPHERGEN to BIO-RAD




	 	 	 
	Transition Period:

	 	Six (6) months starting on the Closing Date (as such
term is defined in the APA).
	 
	 	 
	Services:

	 	Email Service and Data Storage. Shared use of
CIPHERGEN’s server for purposes of email service and
data storage, together with applicable user and
computer accounts for BIO-RAD personnel housed at
CIPHERGEN’s Fremont, California facility. CIPHERGEN may
institute reasonable security procedures and separable
elements with respect to such services (e.g., storing
documents related to BIO-RAD in a partitioned portion
of the server).
	 
	 	 
	 

	 	Telephone Service. Shared use of CIPHERGEN’s PBX system
together with a series of telephone numbers allocated
for use by BIO-RAD personnel housed at CIPHERGEN’s
Fremont, California facility.
	 
	 	 
	Compensation:

	 	Email Service and Data Storage: An amount equal to the
total monthly charge for email, internet and server
Services multiplied by the number of square feet
subleased by BIO-RAD from CIPHERGEN pursuant to the
Sublease Agreement.
	 
	 	 
	 

	 	Telephone Services: An amount equal to the total monthly charge
for telephone services utilizing CIPHERGEN’s PBX system multiplied by the
number of square feet subleased by BIO-RAD from CIPHERGEN pursuant to the
Sublease Agreement.







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Transition Service Schedule B

Staff Services Provided by CIPHERGEN to BIO-RAD




	 	 	 
	Transition Period:

	 	Six (6) months starting on the Closing Date (as such term
is defined in the APA).
	 
	 	 
	Services:

	 	Recipient may assign the Consultants to any relevant task within the
Business requiring their skills. At BIO-RAD’s request, CIPHERGEN shall instruct and
allow each Consultant to provide such Services to BIO-RAD as BIO-RAD shall require;
provided, however, that the Consultants shall not be required to provide any Services
in excess of the percentage of their normal working hours allocated for that purpose,
as specified below.
	 
	 	 
	Compensation:

	 	See Section 5 of this Agreement.






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Maximum allocation
	Consultant	 	Function	 	Relevant task	 	of Business Time
	[******************]

	 	Customer Service Mgr.
	 	Customer Service
	 	[***]%
	[******************]

	 	Accounts Payable
	 	Finance & Accounting
	 	[***]%
	[******************]

	 	Senior Scientist
	 	Marketing
	 	[***]%
	[******************]

	 	Assay Development
	 	Engineering
	 	[***]%
	[******************]

	 	Customer Service
	 	Field Service
	 	[***]%
	[******************]

	 	Network Operations Mgr.
	 	IT Services
	 	[***]%
	[******************]

	 	Research
	 	Research
	 	[***]%
	[******************]

	 	Intnl. Accounting
	 	Finance & Accounting
	 	[***]%
	[******************]

	 	Accountant
	 	Finance & Accounting
	 	[***]%
	[******************]

	 	Software
	 	Software
	 	[***]%
	[******************]

	 	Payroll Specialist
	 	Human Resources
	 	[***]%
	[******************]

	 	Controller (contract)
	 	Finance & Accounting
	 	[***]%






	***	 	Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.***







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Transition Service Schedule C

Staff Services Provided by RIO-RAD to CIPHERGEN




	 	 	 
	Transition Period:

	 	Six (6) months starting on the Closing Date (as such
term is defined in the APA).
	 
	 	 
	Services:

	 	Recipient may assign the Consultants to any relevant
task within the Business requiring their skills. At
CIPHERGEN’s request, BIO-RAD shall instruct and allow
each Consultant to provide such Services to CIPHERGEN
as CIPHERGEN shall require; provided, however, that the
Consultant shall not be required to provide any
Services in excess of the percentage of their normal
working hours allocated for that purpose, as specified
below.
	 
	 	 
	Compensation:

	 	See Section 5 of this Agreement.






	 	 	 	 	 	 	 
	 	 	 	 	 	 	Maximum allocated
	 	 	 	 	 	 	business time
	Consultant	 	Function	 	Relevant task	 	percentage
	[***************]

	 	Cost Accountant
	 	Finance & Accounting
	 	[***]%
	[***************]

	 	VP R&D
	 	Research and Development
	 	[***]%
	[***************]

	 	S/W Product Manager
	 	Software validation
	 	[***]%
	[***************]

	 	QA
	 	QA
	 	[***]%
	[***************]

	 	HR Representative
	 	Human Resources
	 	[***]%
	[***************]

	 	Business Development
	 	Business Development
	 	[***]%
	[***************]

	 	Shipping
	 	Operations Services
	 	[***]%
	[***************]

	 	Operations
	 	Operations
	 	[***]%
	[***************]

	 	Service Manager
	 	Field Service
	 	[***]%
	[***************]

	 	IQC Inspector
	 	Operations Services
	 	[***]%
	[***************]

	 	Instrument 0/S
	 	Software development
	 	[***]%
	[***************]

	 	Instrument Development
	 	Account management
	 	[***]%
	[***************]

	 	Sr Doc Control Specialist
	 	QA
	 	[***]%
	[***************]

	 	SELDI technician
	 	Research
	 	[***]%
	[***************]

	 	Operations Support
	 	Maintenance, Support
	 	[***]%
	[***************]

	 	Sr Prod Test Technician
	 	Instrument Service
	 	[***]%







	***	 	Confidential treatment requested pursuant to a request for confidential
treatment filed with the Securities and Exchange Commission. Omitted
portions have been filed separately with the Commission.***





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Transition Service Schedule D

Shared Equipment Provided by BIO-RAD to CIPHERGEN




	 	 	 
	Transition Period:

	 	Six (6) months starting on the Closing Date (as such term is
defined in the APA).
	 
	 	 
	Services:

	 	BIO-RAD will afford CIPHERGEN access to and the right to use
certain equipment to be sold to BIO-RAD pursuant to the APA,
as more particularly identified below. BIO-RAD reserves the
right to deny access to any of this equipment for certain
periods of time if use by CIPHERGEN during such periods of
time may interfere with BIO-RAD’s ongoing manufacturing
operations.
	 
	 	 
	Compensation:

	 	CIPHERGEN agrees to compensate BIO-RAD for any damages to the equipment
in excess of normal wear and tear.






	 	 	 	 	 
	Description of Equipment	 	Quantity
	•	 	Molecular Vapor Deposition System, Model 100
	 	1
	•	 	Nexus 670 FTIR Spectrometer
	 	1
	•	 	Ozone Cleaning System
	 	1
	•	 	1000 Watt UV Exposure System
	 	2
	•	 	Forklift-Prime Mover Walkie Stacker
	 	1
	•	 	Starship Interface for MAS200 Software
	 	1
	•	 	PBS-II
	 	1
	•	 	Biomek 2000 Workstation
	 	1
	•	 	Hamamatsu microscope w/Nikon Digital Camera System
	 	1
	•	 	Q-Pulse 10-User license version
	 	10
	•	 	30 Visio licenses
	 	30
	•	 	ACT!2005 software licenses
	 	150
	•	 	Call Center basic software version 8.1
	 	1
	•	 	Trade-In centrifuge
	 	1
	•	 	Fisher Hamilton Max tables (72”x36”)
	 	2
	•	 	Miscellaneous office furniture
	 	Various
	•	 	Workstations and cubicles
	 	TBD
	•	 	Clean water system
	 	1






14









 







Transition Service Schedule E

Shared Equipment Provided by CIPHERGEN to BIO-RAD




	 	 	 
	Transition Period:

	 	Six (6) months starting on the Closing Date (as such
term is defined in the APA).
	 
	 	 
	Services:

	 	CIPHERGEN will afford BIO-RAD access to and the
right to use certain equipment more particularly
identified below. CIPHERGEN reserves the right to
deny access to any of this equipment for certain
periods of time if use by BIO-RAD during such
periods of time may interfere with CIPHERGEN’s
ongoing manufacturing operations.
	 
	 	 
	Compensation:

	 	BIO-RAD agrees to compensate CIPHERGEN for any damages to the
equipment in excess of normal wear and tear.






	 	 	 	 	 	 	 
	Description of Equipment	 	Quantity
	•
	 	ABI Q-Star Instrument with ProteinChip Tandem MS Interface

	 	1







15