exv10w55



 





Exhibit 10.55




November 13, 2006



Bio-Rad Laboratories, Inc.

1000 Alfred Nobel Drive

Hercules, California 94547





	 	Re: 	 	Indemnification obligations with respect to UK employees





Ladies and Gentlemen:



This letter agreement (this “Agreement”) is by and between Ciphergen Biosystems, Inc. (“Ciphergen”)
and Bio-Rad Laboratories, Inc. (“Bio-Rad”) and sets forth Ciphergen’s indemnification obligations
with respect to the employees of Ciphergen’s United Kingdom (“UK”) subsidiary, Ciphergen
Biosystems, Ltd., who are transferring to Bio-Rad’s UK subsidiary, Bio-Rad Laboratories Ltd., in
connection with the sale of Ciphergen’s tools business to Bio-Rad (the “Asset Sale”).



The parties hereto agree that Ciphergen will indemnify, defend and hold Bio-Rad and its
subsidiaries harmless (and keep them indemnified) in respect of any payments (including
compensation, severance payments, awards, damages, payments in lieu of notice, etc.) made by
Bio-Rad to former Ciphergen UK employees transferred to Bio-Rad in connection with the Asset Sale
and terminated by Bio-Rad after the close of the Asset Sale (and any reasonable legal costs
associated with such termination, including any reasonable legal costs incurred in defending any
claim brought by any such employee against Bio-Rad, including but not limited to reasonable
solicitors’ and counsels’ fees which may be incurred by Bio-Rad), provided that:





1.     Ciphergen’s obligation to indemnify Bio-Rad for any such
payments will relate to employees dismissed (for any reason whatsoever) in the period of 6
months immediately after the close of the Asset Sale (the “Indemnity Period”). Any such
obligation on the part of Ciphergen will not apply in respect of any employees dismissed
after the Indemnity Period, unless such dismissal has been caused by Ciphergen’s delay,
action, default or omission in which case the obligation shall remain in effect. For the
avoidance of doubt, payments made after the Indemnity Period will still be reimbursed by
Ciphergen if they relate to the dismissal of former Ciphergen employees dismissed by
Bio-Rad during the Indemnity Period.




2.     With respect to the former Ciphergen UK employees,
Ciphergen will indemnify Bio-Rad hereunder only for severance payments, costs, damages,
etc. relating to former employees of Ciphergen Biosystems, Ltd. Ciphergen acknowledges
that currently all of its UK employees are employees of Ciphergen Biosystems, Ltd.



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3.     The terms of the severance agreements and the amounts of
any payments made pursuant to those agreements are reasonable, provided that if there is
any dispute in this matter, Bio-Rad shall have the ultimate right to determine such terms
and amounts and whether they are reasonable.




4.     Bio-Rad agrees to follow, in all material respects and in good faith, the proper
procedures under applicable UK and applicable EU laws in connection with the dismissal of
the employees covered by the indemnity described above. Bio-Rad agrees that it will be
liable in respect of any increase in compensation awarded by any court or Employment
Tribunal of competent jurisdiction in relation to a failure by Bio-Rad to follow statutory
minimum procedures in respect of such dismissals. For the avoidance of doubt, such
liability for Bio-Rad will apply to the increased portion of any compensatory award only
(and not the award itself) and will not apply to any payment in lieu of notice.


IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly executed on their
respective behalf, by their respective officers thereunto duly authorized, all as of the day and
year set forth above.




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

	 	/s/ Debra Young
	 	By:
	 	/s/ Norman Schwartz
	 

	 	 
	 	 	 	 
	Name:

	 	Debra Young
	 	Name:
	 	Norman Schwartz
	Title:

	 	CFO and VP of Finance
	 	Title:
	 	President







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