exv10w50



 





Exhibit 10.50




AMENDMENT NO. 1

TO

TRANSITION SERVICES AGREEMENT



THIS AMENDMENT NO. 1 (this “Amendment”), dated May 11, 2007 (the “Effective Date”), amends
the Transition Services Agreement between BIO-RAD LABORATORIES, INC. (“BIO-RAD”) and CIPHERGEN
BIOSYSTEMS, INC. (“CIPHERGEN”) dated November 13, 2006 (the “Agreement”). The parties hereby agree
as follows:





	 	1.	The terms of Transition Service Schedules B and C are extended through May 31, 2007, in
order to allow the parties adequate time to negotiate revised Transition Service Schedules
B and C to be effective through December 31, 2007.
	 
	 	2.	Each party acknowledges that, from time to time, it may desire to utilize the services
of employees of the other party who are not listed in the relevant Transition Service
Schedule. In order to facilitate each party’s access to such services, the parties agree
that the Transition Service Schedules may be amended from time to time upon request by
either party and with the consent of the other party.
	 
	 	3.	The parties shall use Attachments 1 and 2 hereto as the basis for negotiating revised
Transition Service Schedules B and C.
	 
	 	4.	Except as expressly modified by this Amendment, all of the terms and conditions of the
Agreement shall remain in full force and effect.





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



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

	 	/s/ William Sullivan
	 	 	 	By:
	 	/s/ John J. Cassingham
	 

	 	 
	 	 	 	 	 	 
	Name:

	 	William Sullivan 	 	 	 	Name:
	 	John J. Cassingham
	Its:

	 	V.P. Corp. Ops.
	 	 	 	Its:
	 	Asst. Secretary






 









 






Attachment 1




Transition Services Schedule B




Staff Services Provided by CIPHERGEN to BIO-RAD




	 	 	 
	Extended Transition 

Period:

	 	June 1, 2007 through December 31, 2007.
	 
	 	 
	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
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 
	 

	 	 
	 	 
	 	 
	 
	 	 	 	 	 	 





2









 





Attachment 2




Transition Services Schedule C




Staff Services Provided by BIO-RAD to CIPHERGEN




	 	 	 
	Extended Transition 

Period:

	 	June 1, 2007 through December 31, 2007.
	 
	 	 
	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	 
	Casenas Dominic
	 	S/W Product Manager	 	Software validation	 	 	50	%
	Dalmasso Enrique
	 	QA	 	QA	 	 	50	%
	Ford Fiona
	 	 	 	 	 	 	10	%
	Gracely Larry
	 	Shipping	 	Operations Services	 	 	20	%
	Gupta Hukam
	 	Operations	 	Operations	 	 	10	%
	Ingesson Henrik
	 	IQC Inspector	 	Operations Services	 	 	20	%
	Marjanovic Iztok
	 	Instrument 0/S	 	Software development	 	 	50	%
	Plows Fiona
	 	Instrument Development	 	Account management	 	 	20	%
	TBD
	 	Sr. Doc Control Specialist	 	QA	 	 	20	%
	Roth Steve
	 	SELDI technician	 	Research	 	 	10	%
	Simao Manny
	 	Operations Support	 	Maintenance, Support	 	 	25	%







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