Exhibit 9.1

UNAUDITED PRO FORMA
FINANCIAL STATEMENTS OF CIPHERGEN BIOSYSTEMS, INC.

     The following unaudited pro forma financial statements and notes thereto are being filed herewith:

	(1)		Unaudited Pro Forma Condensed Consolidated Balance Sheet as of September 30, 2006;
	(2)		Unaudited Pro Forma Condensed Consolidated Statement of Operations for the nine months ended September 30, 2006;
	(3)		Unaudited Pro Forma Condensed Consolidated Statement of Operations for the year ended December 31, 2005;

     The following unaudited pro forma condensed consolidated financial information for Ciphergen Biosystems, Inc. (“Ciphergen” or the “Company”) gives effect to the divestiture of the Company’s protein research tools and collaborative services business (the “Instrument Business”) by Ciphergen (the “Divestiture”) to Bio-Rad Laboratories, Inc. (“Bio-Rad”). This pro forma financial information is presented for illustrative purposes only, and is not necessarily indicative of the operating results and financial position that might have been achieved had the transaction described above occurred on the dates indicated, nor are they necessarily indicative of the operating results and financial position that may occur in the future. The unaudited pro forma condensed consolidated statements of operations for the year ended December 31, 2005, and for the nine months ended September 30, 2006, give effect to the Divestiture and related pro forma accounting adjustments as if the Divestiture had occurred on January 1, 2005. The unaudited pro forma condensed consolidated balance sheet as of September 30, 2006 gives effect to the Divestiture and related pro forma accounting adjustments as if the Divestiture had occurred on September 30, 2006. The unaudited pro forma condensed consolidated financial information was derived by adjusting the historical financial statements of Ciphergen for the removal of assets, liabilities, revenues and expenses associated with the Instrument Business. The adjustments relating to the Divestiture and other adjustments are described in the notes to the unaudited pro forma condensed consolidated financial information. Ciphergen will treat the sale of the Instrument Business in accordance with Statement of Financial Accounting Standards No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, and expects to record a gain upon completion of the transaction.

     The pro forma financial information represents, in the opinion of management, all adjustments necessary to present the Company’s pro forma results of operations and financial position in accordance with Article 11 of Regulation S-X and is based upon available information and certain assumptions considered reasonable under the circumstances.

     This unaudited pro forma condensed consolidated financial information should be read in conjunction with the Company’s unaudited consolidated financial statements and notes thereto included in the Company’s Quarterly Reports on Form 10-Q for the periods ended September 30, 2006, June 30, 2006, March 31, 2006 and the Company’s audited consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2005.

CIPHERGEN BIOSYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF SEPTEMBER 30, 2006
(in thousands)

						Pro Forma
		As Reported				Adjustments				Pro Forma
ASSETS
Current assets:
Cash and cash equivalents		$	15,024			$	19,000	(a)		$	34,024
Accounts receivable, net			3,985				(3,969	)(b)			16
Inventories			4,255				(3,888	)(b)			367
Prepaid expenses and other current assets			2,526				(411	)(b)			2,115
Total current assets			25,790				10,732				36,522
Property, plant and equipment, net			5,435				(3,370	)(b)			2,065
Goodwill			76				(76	)(b)			—
Other intangible assets, net			1,856				(1,856	)(b)			—
Other long-term assets			1,486				(196	)(b)			1,290
Total assets		$	34,643			$	5,234			$	39,877
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
Accounts payable		$	2,223			$	(1,092	)(b)		$	1,131
Accrued liabilities			4,934				(451	)(b),(c)			4,483
Deferred revenue			3,569				(3,522	)(b)			47
Current portion of capital lease obligations			12				(12	)(b)			—
Total current liabilities			10,738				(5,077	)			5,661
Deferred revenue			320				(320	)(b)			—
Capital lease obligations, net of current portion			3				(3	)(b)			—
Long-term debt owed to related party			6,250				—				6,250
Convertible senior notes, net of discount			28,986				—				28,986
Other long-term liabilities			470				—				470
Total liabilities			46,767				(5,400	)			41,367
Stockholders’ equity:
Common stock			36				3	(d)			39
Additional paid-in capital			203,925				3,608	(d)			207,533
Accumulated other comprehensive income			(76	)			—				(76	)
Accumulated deficit			(216,009	)			7,023	(e)			(208,986	)
Total stockholders’ equity (deficit)			(12,124	)			10,634				(1,490	)
Total liabilities and stockholders’ equity (deficit)		$	34,643			$	5,234			$	39,877

See notes to unaudited pro forma condensed consolidated financial statements.

CIPHERGEN BIOSYSTEMS, INC.
UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
(in thousands, except per share amounts)

		Nine Months Ended September 30, 2006
						Pro Forma
		As Reported				Adjustments (f)				Pro Forma
Revenue:
Products		$	10,702			$	(10,702	)		$	—
Services			6,297				(6,297	)			—
Total revenue			16,999				(16,999	)			—
Cost of revenue:
Products			5,715				(5,715	)			—
Services			3,117				(3,117	)			—
Total cost of revenue			8,832				(8,832	)			—
Gross profit			8,167				(8,167	)			—
Operating expenses:
Research and development			8,780				(4,650	)			4,130
Sales and marketing			10,651				(9,525	)			1,126
General and administrative			7,550				—				7,550
Total operating expenses			26,981				(14,175	)			12,806
Loss from operations			(18,814	)			6,008				(14,207	)
Interest and other income (expense), net			(1,211	)			—				(1,211	)
Loss before provision for income taxes			(20,025	)			6,008				(14,017	)
Income tax provision			190				—				190
Net loss from continuing operations		$	(20,215	)		$	6,008			$	(14,207	)
Basic and diluted net loss per share			(0.56	)							(0.39	)
Shares used in computing basic and diluted net loss per share			36,042								36,042

See notes to unaudited pro forma condensed consolidated financial statements.

		Year Ended December 31, 2005
						Pro Forma
		As Reported				Adjustments (f)				Pro Forma
Revenue:
Products		$	18,350			$	(18,350	)		$	—
Services			8,896				(8,896	)			—
Total revenue			27,246				(27,246	)			—
Cost of revenue:
Products			9,372				(9,372	)			—
Services			4,321				(4,321	)			—
Total cost of revenue			13,693				(13,693	)			—
Gross profit			13,553				(13,553	)			—
Operating expenses:
Research and development			13,196				(6,667	)			6,529
Sales and marketing			18,009				(16,654	)			1,355
General and administrative			14,404				—				14,404
Goodwill impairment			2,453				(2,453	)			—
Total operating expenses			48,062				(25,774	)			22,288
Loss from operations			(34,509	)			12,221				(22,288	)
Interest and other income (expense), net			(1,871	)			—				(1,871	)
Loss from continuing operations before provision for income taxes			(36,380	)			12,221				(24,159	)
Income tax provision (benefit) from continuing operations			7				—				7
Net loss from continuing operations		$	(36,387	)		$	12,221			$	(24,166	)
Basic and diluted net loss per share			(1.13	)							(0.75	)
Shares used in computing basic and diluted net loss per share			32,321								32,321

See notes to unaudited pro forma condensed consolidated financial statements.

CIPHERGEN BIOSYSTEMS, INC.
NOTES TO UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL
STATEMENTS

1.     Basis of Pro Forma Presentation

     The unaudited pro forma financial statements of Ciphergen included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. These pro forma financial statements and accompanying notes have been prepared based on Ciphergen’s historical consolidated balance sheet as of September 30, 2006 and its historical consolidated statements of operations for the year ended December 31, 2005 and the nine months ended September 30, 2006, after giving effect to the adjustments and assumptions described below.

     Ciphergen employs accounting policies that are in accordance with accounting principles generally accepted in the United States of America. In management’s opinion, all material adjustments necessary to reflect fairly the pro forma financial position and pro forma results of operations of Ciphergen have been made.

     The ongoing activity presented in these pro forma condensed consolidated financial statements represents Ciphergen’s diagnostics business and corporate assets, liabilities and expenses that were not divested in the sale of the Instrument Business. This pro forma financial information is presented for illustrative purposes only, and is not necessarily indicative of the operating results and financial position that might have been achieved had the transaction described above occurred on the dates indicated, nor is it necessarily indicative of the operating results and financial position that may occur in the future.

Pro Forma Assumptions

     This pro forma financial information of Ciphergen has been prepared after giving effect to the following adjustments and assumptions:

	•		Amounts related to ten employees who will remain with the ongoing operations of Ciphergen, but that were historically recorded as a part of the Instrument Business, have been excluded from the pro forma adjustments.
	•		Corporate overhead has not been allocated to the results of operations for the Instrument Business for any periods presented.
	•		Cash and the associated interest income which were historically recorded as a part of the Instrument Business have been excluded from the pro forma adjustments because the balances will remain with Ciphergen.
	•		Since the Company has net operating loss carryforwards in excess of the gain on the sale of the Instrument Business, a 0% incremental U.S. income tax rate has been assumed for purposes of these calculations. We believe that this incremental rate is more meaningful to use than the statutory rate in effect during the periods.

Pro Forma Adjustments

     The accompanying unaudited pro forma condensed consolidated financial information has been prepared as if the divestiture was completed on September 30, 2006 for balance sheet purposes and as of January 1, 2005 for statement of operations purposes and reflects the following pro forma adjustments:

(a)		To reflect $19 million cash consideration received. An additional $4.0 million of cash consideration includes $2.0 million, subject to certain adjustments, to be held in escrow as security for certain obligations for three years, and another $2.0 million as a holdback amount until the issuance of a re-examination certificate confirming the SELDI patent, is not reflected in these pro forma financial statements.
(b)		To reflect the assets sold to Bio-Rad and the liabilities assumed by Bio-Rad.
(c)		Includes $217,000 in estimated direct expenses of the transaction which were not accrued as of the balance sheet date, including investment banker, legal, accounting and consulting fees. An additional $500,000 in direct expenses of the transaction were already accrued as of September 30, 2006.
(d)		To reflect the common stock issued to Bio-Rad. The purchase price of $0.972 per share was the average closing price for the 5 days preceding the Agreement on August 14, 2006. For accounting purposes, the 3,086,420 shares purchased by Bio-Rad are valued at $1.17 per share, the closing price on November 13, 2006, the day the transaction closed. The resulting value of $3.611 million is allocated between Common stock (3.086 million shares at $0.001 par value) and Additional paid-in capital of $3.608 million. The resulting difference is included in the pro forma net gain from the sale.
(e)		To reflect the net proceeds and resulting gain on the sale of assets sold to and the liabilities assumed by Bio-Rad (in thousands).

Total consideration		$	19,000
Less transaction costs not accrued as of September 30, 2006			(217	)
Net total proceeds			18,783
Common stock issued to Bio-Rad			(3,611	)
Net assets acquired by Bio-Rad			(8,149	)
Pro forma adjustment			7,023
Less accrued transaction costs			(500	)
Pro forma net gain		$	6,523

(f)

To adjust the revenues and expenses attributed to the Instrument Business.

2.     Unaudited Pro Forma Earnings Per Share Data

     Basic and diluted pro forma earnings per share were calculated using the weighted average shares outstanding of Ciphergen for the year ended December 31, 2005 and for the nine months ended September 30, 2006. As the pro forma condensed consolidated statements of operations for all periods presented show a net loss and the effect of potentially dilutive securities would be anti-dilutive, weighted average basic and diluted shares are the same.