AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT WITH LIMITED WAIVER

Exhibit 10.1

AMENDMENT NO. 2
TO
LOAN AND SECURITY AGREEMENT WITH LIMITED WAIVER

     THIS AMENDMENT NO. 2 TO LOAN AND SECURITY AGREEMENT WITH LIMITED WAIVER (this “Amendment”) is entered into this 10 day of November, 2005, by and between Silicon Valley Bank (“Bank”) and Sipex Corporation, a Delaware corporation (“Borrower”) whose address is 233 South Hillview Drive, Milpitas, California 95035.

Recitals

      A.  Bank and Borrower have entered into that certain Loan and Security Agreement dated as of July 21, 2005,(as amended by that certain Amendment No. 1 dated October 7, 2005, and as the same may from time to time be further amended, modified, supplemented or restated, the “Loan Agreement”).

      B.  Bank has extended credit to Borrower for the purposes permitted in the Loan Agreement.

      C.  Borrower has requested that Bank waive compliance with a covenant and amend the Loan Agreement to make certain revisions to the Loan Agreement as more fully set forth herein.

      D.  Bank has agreed to so waive and amend certain provisions of the Loan Agreement, but only to the extent, in accordance with the terms, subject to the conditions and in reliance upon the representations and warranties set forth below.

Agreement

      NOW, THEREFORE, in consideration of the foregoing recitals and other good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, and intending to be legally bound, the parties hereto agree as follows:

      1. Definitions. Capitalized terms used but not defined in this Amendment shall have the meanings given to them in the Loan Agreement.

      2. Amendments to Loan Agreement.

           2.1 Section 6.7 (Financial Covenants). Section 6.7 is amended in its entirety to read as follows:

“(a) Minimum Liquidity Ratio. Borrower will maintain as of the last day of each month, a Liquidity Ratio of not less than 1.50:1.00. The Liquidity Ratio is calculated as the sum of (i) Borrower’s unrestricted cash and cash equivalents and consolidated Accounts divided by (ii) the Obligations.”

“(b) Tangible Net Worth . Borrower will maintain, as of the last day of each quarter set forth below, a Tangible Net Worth of at least the amount set forth opposite such date. For purposes of this calculation, up to $5,000,000 in non-cash charges relating to inventory write-downs may be added to Tangible Net Worth.

           2.2 Exhibits to the Loan Agreement. Exhibit C (Compliance Certificate) is deleted and replaced with the form attached hereto as Exhibit A.

      3. Limited Waiver. Bank hereby waives Borrower’s compliance with the financial covenant contained in Section 6.7(b) (Tangible Net Worth) for the period ended September 30, 2005 only.

      4. Limitation of Amendments and Waiver.

           4.1 The amendments and waiver set forth in Sections 2 and 3 , above, are effective for the purposes set forth herein and shall be limited precisely as written and shall not be deemed to (a) be a consent to any amendment, waiver or modification of any other term or condition of any Loan Document, or (b) otherwise prejudice any right or remedy which Bank may now have or may have in the future under or in connection with any Loan Document.

           4.2 This Amendment shall be construed in connection with and as part of the Loan Documents and all terms, conditions, representations, warranties, covenants and agreements set forth in the Loan Documents, except as herein amended, are hereby ratified and confirmed and shall remain in full force and effect.

      5. Representations and Warranties. To induce Bank to enter into this Amendment, Borrower hereby represents and warrants to Bank as follows:

           5.1 Immediately after giving effect to this Amendment (a) the representations and warranties contained in the Loan Documents are true, accurate and complete in all material respects as of the date hereof (except to the exten