sc13da106588011_03312010.htm

0000921895-10-000447.txt : 20100401 0000921895-10-000447.hdr.sgml : 20100401 20100401160551 ACCESSION NUMBER: 0000921895-10-000447 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20100401 DATE AS OF CHANGE: 20100401 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ORCHID CELLMARK INC CENTRAL INDEX KEY: 0001107216 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TESTING LABORATORIES [8734] IRS NUMBER: 223392819 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-59033 FILM NUMBER: 10724117 BUSINESS ADDRESS: STREET 1: 4390 US ROUTE ONE CITY: PRINCETON STATE: NJ ZIP: 08540 BUSINESS PHONE: 6097502200 MAIL ADDRESS: STREET 1: 4390 US ROUTE ONE CITY: PRINCETON STATE: NJ ZIP: 08540 FORMER COMPANY: FORMER CONFORMED NAME: ORCHID BIOSCIENCES INC DATE OF NAME CHANGE: 20000217 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ACCIPITER CAPITAL MANAGEMENT, LLC CENTRAL INDEX KEY: 0001280190 IRS NUMBER: 134220800 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2127058700 MAIL ADDRESS: STREET 1: 399 PARK AVENUE STREET 2: 38TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10022 FORMER COMPANY: FORMER CONFORMED NAME: ACCIPITER CAPITAL MANAGEMENT DATE OF NAME CHANGE: 20040213 SC 13D/A 1 sc13da106588011_03312010.htm AMENDMENT NO. 1 TO THE SCHEDULE 13D sc13da106588011_03312010.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT

TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO

§ 240.13d-2(a)

(Amendment No. 1)1

Orchid Cellmark Inc.

(Name of Issuer)

Common Stock, $0.001 Par Value Per Share

(Title of Class of Securities)

68573C107

(CUSIP Number)

STEVEN WOLOSKY, ESQ.

OLSHAN GRUNDMAN FROME ROSENZWEIG & WOLOSKY LLP

Park Avenue Tower

65 East 55th Street

New York, New York 10022

(212) 451-2300

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

March 31, 2010

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box x.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

_______________

1 The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP NO. 68573C107

1	NAME OF REPORTING PERSON ACCIPITER LIFE SCIENCES FUND, LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,581,113
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,581,113
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,581,113
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.28%
14	TYPE OF REPORTING PERSON PN

CUSIP NO. 68573C107

1	NAME OF REPORTING PERSON ACCIPITER LIFE SCIENCES FUND (OFFSHORE), LTD.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,342,385
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,342,385
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,342,385
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.82%
14	TYPE OF REPORTING PERSON CO

CUSIP NO. 68573C107

1	NAME OF REPORTING PERSON CANDENS CAPITAL, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 1,581,113
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 1,581,113
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,581,113
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.28%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 68573C107

1	NAME OF REPORTING PERSON ACCIPITER CAPITAL MANAGEMENT, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,342,385
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 2,342,385
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,342,385
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.82%
14	TYPE OF REPORTING PERSON OO

CUSIP NO. 68573C107

1	NAME OF REPORTING PERSON GABE HOFFMAN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 3,923,498
	8	SHARED VOTING POWER - 0 -
	9	SOLE DISPOSITIVE POWER 3,923,498
	10	SHARED DISPOSITIVE POWER - 0 -
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,923,498
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.09%
14	TYPE OF REPORTING PERSON IN

CUSIP NO. 68573C107

1	NAME OF REPORTING PERSON EUGENE I. DAVIS
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER - 0 -
	8	SHARED VOTING POWER - 0 -1
	9	SOLE DISPOSITIVE POWER - 0 -
	10	SHARED DISPOSITIVE POWER - 0 -1
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON - 0 -1
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0%
14	TYPE OF REPORTING PERSON IN

1 See Item 5.

CUSIP NO. 68573C107

1	NAME OF REPORTING PERSON STEFAN LOREN
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP		(a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS PF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH	7	SOLE VOTING POWER 2,000
	8	SHARED VOTING POWER - 0 -1
	9	SOLE DISPOSITIVE POWER 2,000
	10	SHARED DISPOSITIVE POWER - 0 -1
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,0001
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) Less than 1%
14	TYPE OF REPORTING PERSON IN

2 See Item 5.

CUSIP NO. 68573C107

The following constitutes Amendment No. 1 to the Schedule 13D (“Amendment No. 1”) filed by the undersigned. This Amendment No. 1 amends the Schedule 13D as specifically set forth. Eugene I. Davis and Stefan Loren are hereby added as Reporting Persons to the Schedule 13D.

Item 2.

Identity and Background.

Item 2 is hereby amended to add the following:

Eugene I. Davis (“Mr. Davis”) is a nominee for the Board of Directors of the Issuer and his principal occupation is serving as Chairman and Chief Executive Officer of PIRINATE Consulting Group, LLC. The principal business address of Mr. Davis is 5 Canoe Brook Drive, Livingston, New Jersey 07039. Mr. Davis is a citizen of the United States of America.

Stefan Loren (“Mr. Loren”) is a nominee for the Board of Directors of the Issuer and his principal occupation is serving as a Managing Director of Westwicke Partners, LLC. The principal business address of Mr. Loren is 2800 Quarry Lake Drive, Suite 380, Baltimore, Maryland 21209. Mr. Loren is a citizen of the United States of America.

(d) Neither Mr. Davis nor Mr. Loren has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e) Neither Mr. Davis nor Mr. Loren has, during the last five years, been party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 is hereby amended and restated to read as follows:

The aggregate purchase price of the 1,581,113 Shares owned by ALS Fund is $3,526,510, including brokerage commissions. The Shares owned by ALS Fund were acquired with partnership funds.

The aggregate purchase price of the 2,342,385 Shares owned by ALS Fund Offshore is $4,767,033, including brokerage commissions. The Shares owned by ALS Fund Offshore were acquired using its working capital.

The aggregate purchase price of the 2,000 Shares owned directly by Mr. Loren is $3,699, including brokerage commissions. The Shares owned by Mr. Loren were acquired with personal funds.

Item 4.

Purpose of Transaction.

Item 4 is hereby amended to add the following:

On April 1, 2010, in accordance with the terms of the Issuer’s Bylaws, ALS Fund delivered a letter to the Issuer nominating Messrs. Davis, Hoffman and Loren, as set forth therein (the “Nomination Letter”), for election to the Issuer’s Board of Directors (the “Board”) at the Issuer’s 2010 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”). A copy of the Nomination Letter is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

CUSIP NO. 68573C107

Item 5.

Interest in Securities of the Issuer.

Item 5 is hereby amended and restated to read as follows:

(a) The aggregate percentage of Shares reported owned by each person named herein is based upon 29,966,562 Shares outstanding, which is the total number of Shares outstanding as of March 11, 2010 as reported in the Issuer’s Annual Report on Form 10-K, filed with the Securities and Exchange Commission on March 12, 2010.

As of the close of business on March 31, 2010, ALS Fund beneficially owned 1,581,113 Shares, constituting approximately 5.28% of the Shares outstanding. As the general partner of ALS Fund, Candens Capital may be deemed to beneficially own the 1,581,113 Shares owned by ALS Fund, constituting approximately 5.28% of the Shares outstanding.

As of the close of business on March 31, 2010, ALS Fund Offshore beneficially owned 2,342,385 Shares, constituting approximately 7.82% of the Shares outstanding. As the investment manager of ALS Fund Offshore, Accipiter Management may be deemed to beneficially own the 2,342,385 Shares owned by ALS Fund Offshore, constituting approximately 7.82% of the Shares outstanding.

As the managing member of each of Accipiter Management and Candens Capital, Mr. Hoffman may be deemed to beneficially own 3,923,498 Shares collectively owned by the Accipiter Entities, constituting approximately 13.09% of the Shares outstanding. Mr. Hoffman has sole voting and dispositive power with respect to the 3,923,498 Shares owned by the Accipiter Entities by virtue of his authority to vote and dispose of such Shares.

As of the close of business on March 31, 2010, Mr. Loren directly owned 2,000 Shares, constituting less than one percent of the Shares outstanding. As of the close of business on March 31, 2010, Mr. Davis did not own any Shares.

Each of the Reporting Persons, as a member of a “group” with the other Reporting Persons for the purposes of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), may be deemed to beneficially own the Shares owned by the other Reporting Persons. The filing of this Schedule 13D shall not be deemed an admission that the Reporting Persons are, for purposes of Section 13(d) of the Exchange Act, the beneficial owners of any Shares he or it does not directly own. Each of the Reporting Persons specifically disclaims beneficial ownership of the Shares reported herein that he or it does not directly own.

(b) By virtue of his positions with Accipiter Management and Candens Capital, Mr. Hoffman has the sole power to vote and dispose of the Shares reported in this Schedule 13D. Mr. Loren has the sole power to vote and dispose of the Shares he directly owns.

(c) Schedule A annexed hereto lists all transactions in securities of the Issuer since the filing of the Schedule 13D. All of such transactions were effected in the open market.

(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, the Shares.

(e) Not applicable.

CUSIP NO. 68573C107

Item 6.

Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

On March 31, 2010, the Accipiter Life Sciences Fund, LP, Accipiter Life Sciences Fund (Offshore), Ltd., Accipiter Capital Management, LLC, Candens Capital, LLC, Eugene I. Davis, Gabe Hoffman and Stefan Loren (collectively the “Group”) entered into a Joint Filing and Solicitation Agreement in which, among other things, (a) the Group agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of the Issuer, (b) the Group agreed to solicit proxies or written consents for the election of the persons nominated by ALS Fund to the Issuer’s Board of Directors at the Annual Meeting (the “Solicitation”), and (c) Accipiter Management agreed to bear all expenses incurred in connection with the Group’s activities, including approved expenses incurred by any o f the parties in connection with the Solicitation, subject to certain limitations. A copy of this agreement is attached hereto as Exhibit 99.2 and is incorporated herein by reference.

Pursuant to letter agreements, ALS Fund and its affiliates have agreed to indemnify Messrs. Davis and Loren against any and all claims of any nature arising from the Solicitation and any related transactions. A form of the indemnification letter agreement is attached hereto as Exhibit 99.3 and is incorporated herein by reference.

Item 7.

Material to be Filed as Exhibits.

Item 7 is hereby amended to include the following exhibits:

Exhibit 99.1

Nomination Letter

Exhibit 99.2

Joint Filing and Solicitation Agreement by and among Accipiter Life Sciences Fund, LP, Accipiter Life Sciences Fund (Offshore), Ltd., Accipiter Capital Management, LLC, Candens Capital, LLC, Eugene I. Davis, Gabe Hoffman and Stefan Loren, dated March 31, 2010.

Exhibit 99.3

Form of Indemnification Letter Agreement.

CUSIP NO. 68573C107

SIGNATURES

After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: April 1, 2010	ACCIPITER LIFE SCIENCES FUND, LP

	By:	Candens Capital, LLC its general partner

	By:	/s/ Gabe Hoffman
		Gabe Hoffman, Managing Member

	ACCIPITER LIFE SCIENCES FUND (OFFSHORE), LTD.

	By:	Accipiter Capital Management, LLC its investment manager

	By:	/s/ Gabe Hoffman
		Gabe Hoffman, Managing Member

	ACCIPITER CAPITAL MANAGEMENT, LLC

	By:	/s/ Gabe Hoffman
		Gabe Hoffman, Managing Member

	CANDENS CAPITAL, LLC

	By:	/s/ Gabe Hoffman
		Gabe Hoffman, Managing Member

	/s/ Gabe Hoffman
	GABE HOFFMAN

	/s/ Eugene I. Davis
	EUGENE I. DAVIS

	/s/ Stefan Loren
	STEFAN LOREN

CUSIP NO. 68573C107

SCHEDULE A

Transactions in the Shares Since the Filing of the Schedule 13D

Shares of Common Stock

Purchased/(Sold)

Price Per

Share ($)

Date of

Purchase/ Sale

Accipiter Life Sciences Fund, LP

None

Accipiter Life Sciences Fund (Offshore), Ltd.

None

Accipiter Capital Management, LLC

None

Candens Capital, LLC

None

Gabe Hoffman

None

Eugene I. Davis

None

Stefan Loren

2,000

1.77

03/26/2010

EX-99.1 2 ex991to13da106588011_033110.htm NOMINATION LETTER ex991to13da106588011_033110.htm

Exhibit 99.1

ACCIPITER LIFE SCIENCES FUND, LP

666 5th Avenue, 35th Floor

New York, New York 10103

April 1, 2010

By Facsimile and Federal Express

Orchid Cellmark Inc.

4390 US Route One

Princeton, New Jersey 08540

Attn: Corporate Secretary

Re:

Notice of Stockholder Nomination of Individuals for Election as Directors at the 2010 Annual Meeting of Stockholders of Orchid Cellmark Inc.

Dear Sir or Madam:

This letter serves as notice to Orchid Cellmark Inc., a Delaware corporation (“ORCH”), as to the nomination by Accipiter Life Sciences Fund, LP, a Delaware limited partnership (“ALS Fund”), of nominees for election to the Board of Directors of ORCH (the “ORCH Board”) at the 2010 annual meeting of stockholders of ORCH, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “2010 Annual Meeting”).

This letter and all Exhibits attached hereto are collectively referred to as the “Notice.” As of the close of business on March 31, 2010, ALS Fund was the beneficial owner of 1,581,113 shares of Common Stock, par value $0.001 per share (the “Common Stock”), of ORCH, 3,000 shares of which are held of record. Through this Notice, ALS Fund hereby nominates and notifies you of its intent to nominate Eugene I. Davis, Gabe Hoffman and Stefan Loren as nominees (each a “Nominee” and collectively, the “Nominees”) to be elected to the ORCH Board as Class I directors at the 2010 Annual Meeting. ALS Fund believes that the terms of three (3) Class I directors currently serving on the ORCH Board expire at the 2010 Annual Meeting. To the extent that there are in excess of three (3) vacancies on the ORCH Board to be filled by election at the 2010 Annual Meeting or ORCH increases the size of the ORCH Board above its existing size, ALS Fund reserves the right to nominate additional nominees to be elected to the ORCH Board at the 2010 Annual Meeting pursuant to Article 1, Section 6 of the Bylaws of ORCH (the “Bylaws”). Additional nominations made pursuant to the preceding sentence are without prejudice to the position of ALS Fund that any attempt to increase the size of the ORCH Board or to reconstitute or reconfigure the classes on which the current directors serve would constitute an unlawful manipulation of ORCH’s corporate machinery. If this Notice shall be deemed for any reason by a court of competent jurisdiction to be ineffective with respect to the nomination of any of the Nominees nominated by ALS Fund at the 2010 Annual Meeting, or if any individual Nominee shall be unable to serve for any reason, this Notice shall c ontinue to be effective with respect to the remaining Nominee(s) and as to any replacement Nominee(s) selected by ALS Fund.

The information concerning the Nominees and ALS Fund required by Article 1, Section 6 of the Bylaws is set forth below. In addition, reference is made to the Schedule 13D filed by Accipiter Capital Management, LLC and its affiliates on March 10, 2010, as it may be amended from time to time, as filed and to be filed with the Securities and Exchange Commission. Such information contained therein is deemed incorporated by reference herein and, accordingly, all information contained in this Notice is deemed to be supplemented thereby.

Information relating to each of the Nominees that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including such Nominee’s written consent to serving as a director if elected:

Eugene I. Davis (Age 55) is Chairman and Chief Executive Officer of PIRINATE Consulting Group, LLC, a privately held consulting firm (“PIRINATE”). Since founding PIRINATE in 1999, Mr. Davis has managed numerous debtor and creditor side restructuring assignments involving businesses in various industries including Automotive; Consumer Products, Retail & Cataloging; Financial Services; Healthcare & Medical Technology; Industrial Materials; Manufacturing & Distribution; Media & Entertainment; Power, Energy, Oil, Gas & Mining; Publishing; Real Estate; Technology; Telecommunications; and Transportation & Logistics. He is currently the Chairman of the Board of Directors of Ambassadors International, Inc. and of Atlas Air Worldwi de Holdings Inc. Prior to founding PIRINATE, Mr. Davis served as Chief Operating Officer of Total-Tel Communications, Inc., where he assisted the Company in the design and implementation of a strategic business plan, arranged for the funding of new capital expenditures in excess of $100 million, and advised the controlling shareholder in the sale of control to a private investor at a 72% premium to market. Prior to that, Mr. Davis served as President, Vice Chairman and Director of Emerson Radio Corporation and Chief Executive Officer and Vice Chairman of Sport Supply Group, Inc. He is also a director of American Commercial Lines Inc., Haights Cross Communications, Inc., Knology Inc., Rural/Metro Corporation, Solutia, Inc. and TerreStar Corporation. For a list of all public companies of which Mr. Davis has served as a director during the past five years, see Exhibit C. Mr. Davis’s extensive exper ience serving on the board of directors of a wide-range of public companies, as chairman in certain instances, and serving as the chief executive officer of several companies has developed his deep understanding of the leadership, corporate responsibility and corporate governance responsibilities of publicly-traded companies. Mr. Davis can provide insight into matters pertaining to ORCH’s capital structure and strategic alternatives. Mr. Davis holds a bachelor’s degree from Columbia College, a master of international affairs degree (MIA) in international law and organization from the School of International Affairs of Columbia University and a juris doctorate from Columbia University School of Law. The principal business address of Mr. Davis is 5 Canoe Brook Drive, Livingston, New Jersey 07039. As of the close of business on March 31, 2010, Mr. Davis did not own any securities of ORCH nor had he made any purchases or sales of any securities of ORCH duri ng the past two years.

Gabe Hoffman (Age 32) serves as the managing member of Accipiter Capital Management, LLC, a private investment management firm. Mr. Hoffman has served in that capacity since he founded Accipiter Capital Management in October 2002. From April 1999 through March 2002 he was employed by Welch Capital Partners, a New York based investment partnership. At Welch Capital Partners, he was co-manager of the Welch Life Sciences Fund from its inception in May 2000 through March 2002. From April 1999 through May 2000, Mr. Hoffman was the healthcare analyst at Welch Capital Partners. Mr. Hoffman has extensive knowledge of the capital markets and corporate governance practices as a result of his investment and private equity background. Mr . Hoffman received his undergraduate degree with a double major in finance and economics from New York University’s Stern School of Business. The principal business address of Mr. Hoffman is 666 5th Avenue, 35th Floor, New York, New York 10103. By virtue of his positions with Candens Capital, LLC and Accipiter Capital Management, LLC, Mr. Hoffman may be deemed to be the beneficial owner of the Common Stock beneficially owned by ALS Fund and its affiliates. For information regarding purchases and sales during the past two years by ALS Fund and its affiliates of securities of ORCH that may be deemed to be beneficially owned by Mr. Hoffman, see Exhibit A.

Stefan Loren (Age 46) has served as a Managing Director of Westwicke Partners, LLC (“Westwicke”), a strategic capital markets advisory firm that provides customized investor relations programs and independent capital markets advice to small and mid-cap health care companies, since July 2008. Prior to joining Westwicke Partners, LLC, Mr. Loren served as a senior research analyst at Perceptive Advisors, LLC from May 2007 to July 2008. From August 2005 to May 2007, Mr. Loren served as a senior equity research analyst and portfolio manager at MTB Investment Advisors. Mr. Loren served as a managing director and health care specialist at Legg Mason, Inc. from August 2003 to August 2005. Mr. Loren is a director of PolyMedix, Inc.&# 160; Mr. Loren’s investment, business and scientific experience, in particular his current position at Westwicke and his experience as a sell-side and buy-side analyst in the biotechnology and related healthcare sectors and as a research chemist, give him unique insight into ORCH’s operational and capital needs. Mr. Loren earned a Ph.D. in Organic/Pharmaceutical Chemistry from the University of California, Berkeley and a B.A., magna cum laude, from the University of California, San Diego. The principal business address of Mr. Loren is 2800 Quarry Lake Drive, Suite 380, Baltimore, Maryland 21209. As of the close of business on March 31, 2010, Mr. Loren owned 2,000 shares of Common Stock of ORCH. For information regarding purchases and sales during the past two years by Mr. Loren of securities of ORCH, see Exhibit A.

Each of the Nominees has consented to be named as a nominee in this Notice, to be named as a nominee in any proxy statement filed by ALS Fund in connection with the 2010 Annual Meeting and to serve as a director of ORCH, if so elected. Such consents are attached hereto as Exhibit B.

If elected as a director of ORCH, each of the Nominees would be an “independent director” within the meaning of applicable NASDAQ listing standards applicable to board composition and Section 301 of the Sarbanes-Oxley Act of 2002.

ALS Fund and its affiliates have signed indemnification letter agreements pursuant to which they agreed to indemnify each of Messrs. Davis and Loren against claims arising from the solicitation of proxies from ORCH stockholders in connection with the 2010 Annual Meeting and any related transactions.

On March 31, 2010, ALS Fund, Accipiter Life Sciences Fund (Offshore), Ltd., Accipiter Capital Management, LLC, Candens Capital, LLC, Eugene I. Davis, Gabe Hoffman and Stefan Loren (collectively, the “Group”) entered into a Joint Filing and Solicitation Agreement in which, among other things, (i) the parties agreed to the joint filing on behalf of each of them of statements on Schedule 13D with respect to the securities of ORCH; (ii) the parties agreed to solicit proxies or written consents to elect the Nominees or any other person designated by ALS Fund as directors of ORCH and to take all other action necessary or advisable to achieve the foregoing (the “Solicitation”); and (iii) Accipiter Capital Management, LLC agreed to bear all expenses incurred in connection with the Group’s activities, including ap proved expenses incurred by any of the parties in connection with the Solicitation, subject to certain limitations.

Except as set forth in this Notice (including the Exhibits hereto), (i) during the past 10 years, no Nominee has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); (ii) no Nominee directly or indirectly beneficially owns any securities of ORCH; (iii) no Nominee owns any securities of ORCH which are owned of record but not beneficially; (iv) no Nominee has purchased or sold any securities of ORCH during the past two years; (v) no part of the purchase price or market value of the securities of ORCH owned by any Nominee is represented by funds borrowed or otherwise obtained for the purpose of acquiring or holding such securities; (vi) no Nominee is, or within the past year was, a party to any contract, arrangements or understandings with any person with respect to any securities of ORCH, inclu ding, but not limited to, joint ventures, loan or option arrangements, puts or calls, guarantees against loss or guarantees of profit, division of losses or profits, or the giving or withholding of proxies; (vii) no associate of any Nominee owns beneficially, directly or indirectly, any securities of ORCH; (viii) no Nominee owns beneficially, directly or indirectly, any securities of any parent or subsidiary of ORCH; (ix) no Nominee or any of his associates was a party to any transaction, or series of similar transactions, since the beginning of ORCH’s last fiscal year, or is a party to any currently proposed transaction, or series of similar transactions, to which ORCH or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $120,000; (x) no Nominee or any of his associates has any arrangement or understanding with any person with respect to any future employment by ORCH or its affiliates, or with respect to any future transactions to which ORCH or any of its affiliates will or may be a party; and (xi) no Nominee has a substantial interest, direct or indirect, by securities holdings or otherwise in any matter to be acted on at the 2010 Annual Meeting. There are no material proceedings to which any Nominee or any of his associates is a party adverse to ORCH or any of its subsidiaries or has a material interest adverse to ORCH or any of its subsidiaries. With respect to each of the Nominees, none of the events enumerated in Item 401(f)(1)-(8) of Regulation S-K of the Exchange Act occurred during the past ten years.

Other than as stated above, there are no arrangements or understandings between ALS Fund and each Nominee or any other person or persons pursuant to which the nominations described herein are to be made.

As to the stockholder giving this Notice and the beneficial owner, if any, on whose behalf the nomination is made:

The name and address of such stockholder, as they appear on ORCH’s books, and of such beneficial owner:

	Name	Address

	Accipiter Life Sciences Fund, LP	666 5th Avenue, 35th Floor New York, New York 10103

	Accipiter Life Sciences Fund (Offshore), Ltd.	666 5th Avenue, 35th Floor New York, New York 10103

	Candens Capital, LLC	666 5th Avenue, 35th Floor New York, New York 10103

	Accipiter Capital Management, LLC	666 5th Avenue, 35th Floor New York, New York 10103

	Gabe Hoffman	666 5th Avenue, 35th Floor New York, New York 10103

ii.

The class and number of shares of ORCH which are owned beneficially and of record by such stockholder and such beneficial owner:

	Name	Beneficial Ownership

	Accipiter Life Sciences Fund, LP	1,581,113 shares of Common Stock owned directly, 3,000 shares of which are held of record

	Accipiter Life Sciences Fund (Offshore), Ltd.	2,342,385 shares of Common Stock owned directly

	Candens Capital, LLC	1,581,113 shares of Common Stock (consisting of shares of Common Stock owned directly by Accipiter Life Sciences Fund, LP)

	Accipiter Capital Management, LLC	2,342,385 shares of Common Stock (consisting of shares of Common Stock owned directly by Accipiter Life Sciences Fund (Offshore), Ltd.)

	Gabe Hoffman	3,923,498 shares of Common Stock (consisting of shares of Common Stock owned directly by Accipiter Life Sciences Fund, LP and Accipiter Life Sciences Fund (Offshore), Ltd.)

For information regarding purchases and sales during the past two years by ALS Fund and its affiliates of securities of ORCH, see Exhibit A.

ALS Fund, Accipiter Life Sciences Fund (Offshore), Ltd., Accipiter Capital Management, LLC, Candens Capital, LLC and Gabe Hoffman intend to solicit proxies in favor of the Nominees at the 2010 Annual Meeting. A representative of ALS Fund intends to appear in person at the 2010 Annual Meeting to nominate the persons specified in this Notice for election to the ORCH Board.

* * *

Please address any correspondence to ALS Fund, Attention: Gabe Hoffman, telephone (212) 705-8700, facsimile (212) 705-8750 (with a copy to counsel, Olshan Grundman Frome Rosenzweig & Wolosky LLP, Park Avenue Tower, 65 East 55th Street, New York, New York 10022, Attention: Kenneth M. Silverman, Esq., telephone (212) 451-2327, facsimile (212) 451-2222). The giving of this Notice is not an admission that any procedures for notice concerning the nomination of directors to the ORCH Board are legal, valid or binding, and ALS Fund reserves the right to challenge their validity. If ORCH contends this Notice is incomplete or is otherwise deficient in any respect, please immediately provide written notice to ALS Fund (with a copy to its coun sel) setting forth the facts that ORCH contends support its position and specifying any additional information believed to be required. In the absence of such prompt notice, ALS Fund will assume that ORCH agrees that this Notice complies in all respects with the requirements of the Bylaws. ALS Fund reserves the right to withdraw or modify this Notice at any time.

Very truly yours,

ACCIPITER LIFE SCIENCES FUND, LP

By:	Candens Capital, LLC its general partner

By:	/s/ Gabe Hoffman
	Name:	Gabe Hoffman
	Title:	Managing Member

EXHIBIT A

TRANSACTIONS IN SECURITIES OF ORCHID CELLMARK INC.

DURING THE PAST TWO YEARS

Date of

Purchase / Sale

Shares of Common Stock

Purchased / (Sold)

Price Per

Share($)

Accipiter Life Sciences Fund, LP

03/20/2008	8,198	2.80
04/04/2008	14,855	2.83
04/07/2008	7,428	2.81
04/08/2008	7,428	2.68
04/09/2008	12,379	2.64
04/09/2008	6,091	2.62
04/10/2008	21,005	2.62
04/10/2008	15,564	2.59
04/11/2008	3,601	2.65
04/11/2008	8,049	2.60
04/14/2008	981	2.66
04/14/2008	4,626	2.62
04/16/2008	133,042	2.48
05/06/2008	14,324	2.32
05/06/2008	2,159	2.31
05/07/2008	2,380	2.34
05/07/2008	2,016	2.32
05/08/2008	12,241	2.43
05/08/2008	3,486	2.42
05/08/2008	29,918	2.39
05/19/2008	(2,261)	3.37
05/19/2008	(2,458)	3.38
05/19/2008	(10,518)	3.39
05/22/2008	(27,512)	3.27
07/21/2008	(4,000)	3.49

07/23/2008	(3,246)	3.43
07/24/2008	(5,532)	3.37
07/25/2008	(2,636)	3.29
08/05/2008	(3,101)	3.31
08/07/2008	14,092	2.96
08/08/2008	844	2.97
09/17/2008	68,835	2.87
09/18/2008	2,217	2.37
09/18/2008	1,232	2.45
09/29/2008	44	2.66
09/30/2008	4,638	2.87
10/01/2008	143,243	2.88
10/03/2008	661	2.38
10/03/2008	58,137	2.38
10/06/2008	10,167	2.10
10/07/2008	5,972	2.04
10/08/2008	6,889	1.93
10/14/2008	36,056	1.66
10/16/2008	130,562	1.52
11/12/2008	32,801	1.03
12/23/2009	381,174	1.59

Accipiter Life Sciences Fund, Ltd.

03/20/2008	11,338	2.80
04/04/2008	15,145	2.83
04/07/2008	7,572	2.81
04/08/2008	7,572	2.69
04/09/2008	12,621	2.64
04/09/2008	6,209	2.62
04/10/2008	21,415	2.62
04/10/2008	15,868	2.59
04/11/2008	5,695	2.65

04/11/2008	12,730	2.60
04/14/2008	1,082	2.66
04/14/2008	5,096	2.62
04/16/2008	136,958	2.47
05/06/2008	16,644	2.32
05/06/2008	2,508	2.31
05/7/2008	2,520	2.34
05/7/2008	2,134	2.32
05/08/2008	12,759	2.43
05/08/2008	3,634	2.42
05/08/2008	31,182	2.39
05/19/2008	(2,339)	3.37
05/19/2008	(2,542)	3.37
05/19/2008	(10,882)	3.39
05/22/2008	(2,900)	3.29
05/22/2008	(26,109)	3.27
07/21/2008	(4,600)	3.48
07/23/2008	(3,354)	3.43
07/24/2008	(6,068)	3.37
07/25/2008	(2,721)	3.29
07/28/2008	(649)	3.48
08/05/2008	(499)	3.31
08/07/2008	18,506	2.96
08/08/2008	866	2.97
08/11/2008	(1,000)	3.39
09/17/2008	64,165	2.87
09/18/2008	2,283	2.37
09/18/2008	1,268	2.43
09/30/2008	4,763	2.87
10/01/2008	148,030	2.88
10/03/2008	691	2.37
10/03/2008	60,765	2.38

10/06/2008	10,037	2.10
10/07/2008	6,160	2.04
10/08/2008	7,110	1.93
10/14/2008	35,805	1.66
10/16/2008	134,438	1.52
11/12/2008	27,399	1.03
12/23/2009	1,113,258	1.59

Accipiter Life Sciences Fund II, LP

04/11/2008	692	2.65
04/11/2008	1,546	2.60
04/14/2008	476	2.66
04/14/2008	190	2.62
04/15/2008	6,780	2.61
04/16/2008	59,965	2.47
08/01/2008	(1,000)	3.48
09/05/2008	(10,286)	3.15
09/17/2008	31,566	2.87
10/01/2008	238,556	2.88
10/03/2008	177	2.38
10/03/2008	15,611	2.38
10/06/2008	5,643	2.10
10/07/2008	4,977	2.04
10/08/2008	5,309	1.93
10/10/2008	56,460	1.50
10/15/2008	25,671	1.61
10/16/2008	47,136	1.52
08/07/2009	(7,060)	2.00
08/10/2009	(20,500)	2.07
08/12/2009	(300)	1.98
08/13/2009	(2,300)	1.97
08/13/2009	(600)	1.99

08/14/2009	(200)	1.99
08/18/2009	(1,000)	1.98
08/24/2009	(2,400)	1.97
12/23/2009	(724,853)	1.57

Accipiter Life Sciences Fund II, Ltd.

04/11/2008	420	2.65
04/11/2008	939	2.60
04/14/2008	1,056	2.66
04/14/2008	4,978	2.62
04/15/2008	10,683	2.61
04/15/2008	3,296	2.64
04/16/2008	10,000	2.62
04/16/2008	102,565	2.47
09/05/2008	5,776	3.15
09/17/2008	65,762	2.87
10/01/2008	(190,098)	2.88
10/03/2008	102	2.38
10/03/2008	8,996	2.38
10/06/2008	9,488	2.10
10/07/2008	4,675	2.04
10/08/2008	4,917	1.93
10/10/2008	1,168	1.50
10/15/2008	63,762	1.61
10/16/2008	136,284	1.52
08/07/2009	(7,060)	2.00
08/10/2009	(20,500)	2.07
12/23/2009	(769,579)	1.57

Accipiter Life Sciences Fund II (QP), LP

04/14/2008	405		2.66
04/14/2008	1,910		2.62

04/15/2008	7,537	2.61
04/16/2008	67,470	2.47
09/05/2008	4,510	3.15
09/17/2008	36,190	2.87
10/01/2008	(339,731)	2.88
10/03/2008	2,369	2.38
10/03/2008	208,350	2.38
10/15/2008	36,014	1.61
10/16/2008	81,922	1.52
10/22/2008	3,997	1.44
10/24/2008	2,100	1.35
04/16/2009	(22,000)	0.93
04/17/2009	(14,400)	0.91
04/20/2009	(7,100)	0.93
04/27/2009	(8,400)	0.89
04/28/2009	(3,400)	0.90
04/29/2009	(20,200)	0.95
04/30/2009	(2,900)	0.97
05/04/2009	(200)	1.01
05/05/2009	(13,900)	1.02
05/06/2009	(10,440)	1.04
05/07/2009	(26,580)	1.10
05/11/2009	(6,800)	1.11
05/12/2009	(500)	1.15
05/13/2009	(6,300)	1.14
05/20/2009	(10,700)	1.18
05/29/2009	(300)	1.11
06/05/2009	(5,000)	1.19
06/08/2009	(7,000)	1.23
06/09/2009	(12,500)	1.29
06/10/2009	(30,500)	1.45
06/11/2009	(27,000)	1.51

06/12/2009	(46,262)	1.62
06/22/2009	(11,000)	1.68
06/26/2009	(711)	1.66
06/30/2009	(1,653)	1.59
07/23/2009	(19,700)	1.68
07/24/2009	(4,300)	1.64
07/27/2009	(8,980)	1.67
07/28/2009	(15,400)	1.65
07/29/2009	(15,200)	1.67
07/30/2009	(11,000)	1.72
07/31/2009	(3,738)	1.74
08/03/2009	(5,000)	1.78
08/03/2009	(3,700)	1.80
08/04/2009	(8,500)	1.81
08/06/2009	(11,000)	1.92
08/07/2009	(10,090)	2.00

Stefan Loren

03/26/2010

2,000

1.77

EXHIBIT B

NOMINEE CONSENTS

EUGENE I. DAVIS

5 Canoe Brook Drive

Livingston, New Jersey 07039

March 31, 2010

Orchid Cellmark Inc.

4390 US Route One

Princeton, New Jersey 08540

Attn: Corporate Secretary

Dear Sir or Madam:

You are hereby notified that the undersigned consents to (i) being named as a nominee in the notice provided by Accipiter Life Sciences Fund, LP, a Delaware limited partnership (“ALS Fund”), of its intention to nominate the undersigned as a director of Orchid Cellmark Inc. (“ORCH”) at the 2010 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”), (ii) being named as a nominee in any proxy statement filed by ALS Fund in connection with the solicitation of proxies or written consents for election of the undersigned at the Annual Meeting, and (iii) serving as a director of ORCH if elected at t he Annual Meeting.

	Very truly yours,

	/s/ Eugene I. Davis

	Eugene I. Davis

GABE HOFFMAN

666 5th Avenue, 35th Floor

New York, New York 10103

April 1, 2010

Orchid Cellmark Inc.

4390 US Route One

Princeton, New Jersey 08540

Attn: Corporate Secretary

Dear Sir or Madam:

	Very truly yours,

	/s/ Gabe Hoffman

	Gabe Hoffman

STEFAN LOREN

2800 Quarry Lake Drive, Suite 380

Baltimore, Maryland 21209

March 31, 2010

Orchid Cellmark Inc.

4390 US Route One

Princeton, New Jersey 08540

Attn: Corporate Secretary

Dear Sir or Madam:

	Very truly yours,

	/s/ Stefan Loren

	Stefan Loren

EXHIBIT C

PUBLIC COMPANY DIRECTORSHIPS OF EUGENE I. DAVIS DURING THE PAST FIVE YEARS

American Commercial Lines Inc.

Atlas Air Worldwide Holdings, Inc.

Exide Technologies

IPCS Wireless Inc.

Knology Broadband, Inc.

Oglebay Norton Company

Tipperary Corporation

Viskase Companies, Inc.

McLeodUSA Incorporated

Granite Broadcasting Corporation

Footstar, Inc.

PRGX Global, Inc. (f/k/a PRG Schultz International Inc.)

Graphics Properties Holdings, Inc. (f/k/a Silicon Graphics Inc.)

SeraCare Life Sciences, Inc.

Foamex International Inc.

Ion Media Networks, Inc.

Delta Airlines, Inc.

Atari, Inc.

Solutia Inc.

Media General, Inc.

Rural/Metro Corporation

TerreStar Corporation

Spectrum Brands, Inc.

Ambassadors International, Inc.

Dex One Corporation

EX-99.2 3 ex992to13da106588011_033110.htm JOINT FILING AND SOLICITATION AGREEMENT ex992to13da106588011_033110.htm

Exhibit 99.2

JOINT FILING AND SOLICITATION AGREEMENT

WHEREAS, certain of the undersigned are stockholders, direct or beneficial, of Orchid Cellmark Inc., a Delaware corporation (“ORCH” or the “Company”);

WHEREAS, Accipiter Life Sciences Fund, LP, a Delaware limited partnership (“ALS Fund”), Accipiter Life Sciences Fund (Offshore), Ltd., a Cayman Islands company, Accipiter Capital Management, LLC, a Delaware limited liability company (“Accipiter Management”), Candens Capital, LLC, a Delaware limited liability company, Eugene I. Davis, Gabe Hoffman and Stefan Loren wish to form a group for the purpose of seeking representation on the Board of Directors of ORCH;

WHEREAS, ALS Fund intends to nominate Eugene I. Davis, Gabe Hoffman and Stefan Loren as nominees to be elected to the Board of Directors of ORCH at the 2010 annual meeting of stockholders of ORCH, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Annual Meeting”).

NOW, IT IS AGREED, this 31st day of March 2010 by the parties hereto:

1. In accordance with Rule 13d-1(k)(1)(iii) under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), each of the undersigned (collectively, the “Group”) agrees to the joint filing on behalf of each of them of statements on Schedule 13D, and any amendments thereto, with respect to the Securities (as defined below) of ORCH. Each member of the Group shall be responsible for the accuracy and completeness of his/its own disclosure therein, and is not responsible for the accuracy and completeness of the information concerning the other members, unless such member knows or has reason to know that such information is inaccurate. “Securities” shall mean equity securities of the Company, options to purcha se or sell equity securities of the Company, and swaps, synthetics and other derivative securities or instruments, the value of which is solely and directly related to equity securities of the Company.

2. So long as this agreement is in effect, (i) none of the parties shall purchase or sell Securities of the Company or otherwise increase or decrease his/its economic exposure to Securities of the Company without the prior written consent of Accipiter Management, and (ii) each of the undersigned shall provide written notice to Olshan Grundman Frome Rosenzweig & Wolosky LLP (“Olshan”) of (a) any of their purchases or sales of Securities of ORCH; or (b) any Securities of ORCH over which they acquire or dispose of beneficial ownership. Notice shall be given no later than 24 hours after each such transaction.

3. In accordance with Section 16(a) under the Exchange Act, each of Messrs. Davis and Loren agrees to timely file a Form 3 and each of the parties to this Agreement agrees to timely file any subsequent Form 4 required to be filed in connection with any acquisition or transfer of Securities of ORCH.

4. Each of the parties agrees to form the Group for the purpose of (i) soliciting proxies or written consents for the election of Eugene I. Davis, Gabe Hoffman and Stefan Loren, or any other person(s) nominated by ALS Fund, to the Board of Directors of the Company at the Annual Meeting, (ii) taking such other action as the parties deem advisable, and (iii) taking all other action necessary or advisable to achieve the foregoing (the “Solicitation”).

5. Accipiter Management agrees to bear all expenses incurred in connection with the Group’s activities, including expenses incurred by any of the parties in a solicitation of proxies or written consents by the members of the Group in connection with the Annual Meeting. Notwithstanding the foregoing, Accipiter Management shall not be required to reimburse any party for (i) out-of-pocket expenses incurred by a party in the aggregate in excess of $250 without Accipiter Management’s prior written approval; (ii) the value of the time of any party; (iii) legal fees incurred without Accipiter Management’s prior written approval; or (iv) the costs of any counsel, other than Olshan, employed in connection with any pending or threatened litigation with out Accipiter Management’s prior written approval.

6. Each of the parties agrees that any SEC filing, press release or stockholder communication proposed to be made or issued by the Group or any member of the Group in connection with the Solicitation shall be first approved by Accipiter Management, which approval shall be given as promptly as reasonably practicable and shall not be unreasonably withheld.

7. The relationship of the parties hereto shall be limited to carrying on the business of the Group in accordance with the terms of this Agreement. Such relationship shall be construed and deemed to be for the sole and limited purpose of carrying on such business as described herein. Nothing herein shall be construed to authorize any party to act as an agent for any other party, or to create a joint venture or partnership, or to constitute an indemnification.

8. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which, taken together, shall constitute but one and the same instrument, which may be sufficiently evidenced by one counterpart.

9. In the event of any dispute arising out of the provisions of this Agreement, the parties hereto consent and submit to the exclusive jurisdiction of any court of competent jurisdiction of the State of New York located in New York County and the federal court in the Southern District of New York.

10. The parties’ rights and obligations under this agreement (other than the rights and obligations set forth in Section 9 which shall survive any termination of this agreement) shall terminate immediately after the conclusion of the Solicitation or as otherwise agreed to by the parties.

11. Each member of the Group disclaims any beneficial or pecuniary interest in the Securities of the Company held by the other members of the Group, and each member intends to make its/his own individual investment and ownership decisions with respect to the Securities of the Company. There is no understanding or agreement among any members of the Group to share in any profits from transactions effected by other Group members.

12. Each party acknowledges that Olshan shall act as counsel for both the Group and ALS Fund and its affiliates relating to their investment in the Company.

13. Each party agrees that this agreement shall be filed as an exhibit to a Schedule 13D pursuant to Rule 13d-1(k)(1)(iii) under the Exchange Act.

IN WITNESS WHEREOF, the parties hereto caused this Agreement to be executed as of the day and year first above written.

	ACCIPITER LIFE SCIENCES FUND, LP

	By:	Candens Capital, LLC its general partner

	By:	/s/ Gabe Hoffman
		Gabe Hoffman, Managing Member

	ACCIPITER LIFE SCIENCES FUND (OFFSHORE), LTD.

	By:	Accipiter Capital Management, LLC its investment manager

	By:	/s/ Gabe Hoffman
		Gabe Hoffman, Managing Member

	ACCIPITER CAPITAL MANAGEMENT, LLC

	By:	/s/ Gabe Hoffman
		Gabe Hoffman, Managing Member

	CANDENS CAPITAL, LLC

	By:	/s/ Gabe Hoffman
		Gabe Hoffman, Managing Member

	/s/ Gabe Hoffman
	GABE HOFFMAN

	/s/ Eugene I. Davis
	EUGENE I. DAVIS

	/s/ Stefan Loren
	STEFAN LOREN

EX-99.3 4 ex993to13da106588011_033110.htm FORM OF INDEMNIFICATION AGREEMENT ex993to13da106588011_033110.htm

Exhibit 99.3

ACCIPITER LIFE SCIENCES FUND, LP

666 5th Avenue, 35th Floor

New York, New York 10103

March __, 2010

___________

Re: Orchid Cellmark Inc.

Dear __________:

Thank you for agreeing to serve as a nominee for election to the Board of Directors of Orchid Cellmark Inc. (the “Company”) in connection with the proxy solicitation that Accipiter Life Sciences Fund, LP and its affiliates (collectively, the “Accipiter Group”) is considering undertaking to nominate and elect directors at the Company’s 2010 annual meeting of stockholders, or any other meeting of stockholders held in lieu thereof, and any adjournments, postponements, reschedulings or continuations thereof (the “Accipiter Group Solicitation”). Your outstanding qualifications, we believe, will prove a valuable asset to the Company and all of its stockholders. This letter will set forth the terms of our agreement.

The members of the Accipiter Group agree to jointly and severally indemnify and hold you harmless against any and all claims of any nature, whenever brought, arising from the Accipiter Group Solicitation and any related transactions, irrespective of the outcome; provided, however, that you will not be entitled to indemnification for claims arising from your gross negligence, willful misconduct, intentional and material violations of law, criminal actions, provision to the Accipiter Group of false or misleading information (including false or misleading information on any questionnaire you are requested to complete by a member of the Accipiter Group) or material breach of the terms of this agreement; provided further, that this indemnification agreement and all of the Accipiter Group’s obligations hereunder shall not apply to any of your actions or omissions as a director of the Company. This indemnification will include any and all losses, liabilities, damages, demands, claims, suits, actions, judgments, or causes of action, assessments, costs and expenses, including, without limitation, interest, penalties, reasonable attorneys’ fees, and any and all reasonable costs and expenses incurred in investigating, preparing or defending against any litigation, commenced or threatened, any civil, criminal, administrative or arbitration action, or any claim whatsoever, and any and all amounts paid in settlement of any claim or litigation asserted against, resulting, imposed upon, or incurred or suffered by you, directly or indirectly, as a result of or arising from the Accipiter Group Solicitation and any related transactions (each, a “Loss”).

In the event of a claim against you pursuant to the prior paragraph or the occurrence of a Loss, you shall give the Accipiter Group prompt written notice of such claim or Loss (provided that failure to promptly notify the Accipiter Group shall not relieve us from any liability which we may have on account of this agreement, except to the extent we shall have been materially prejudiced by such failure). Upon receipt of such written notice, the Accipiter Group will provide you with counsel to represent you. Such counsel shall be reasonably acceptable to you. In addition, you will be reimbursed promptly for all Losses suffered by you and as incurred as provided herein. The Accipiter Group may not enter into any settlement of Loss or claim without your consent unless such settlement includes a r elease of you from any and all liability in respect of such claim. Notwithstanding anything to the contrary set forth in this letter agreement, the Accipiter Group shall not be responsible for any fees, costs or expenses of separate legal counsel retained by you without prior written approval by the Accipiter Group. In addition, you agree not to enter into any settlement of Loss or claim without the written consent of the Accipiter Group, which consent will not be unreasonably withheld.

You hereby agree to keep confidential and not disclose to any party, without the consent of the Accipiter Group, any confidential, proprietary or non-public information (collectively, “Information”) of the Accipiter Group, its affiliates or members of its Schedule 13D group that you have heretofore obtained or may obtain in connection with your service as a nominee hereunder. Notwithstanding the foregoing, Information shall not include any information that is publicly disclosed by the Accipiter Group, its affiliates or members of its Schedule 13D group or any information that you can demonstrate is now, or hereafter becomes, through no act or failure to act on your part, otherwise generally known to the public.

Notwithstanding the foregoing, if you are required by applicable law, rule, regulation or legal process to disclose any Information you may do so provided that you first promptly notify the Accipiter Group so that the Accipiter Group or any member thereof may seek a protective order or other appropriate remedy or, in the Accipiter Group’s sole discretion, waive compliance with the terms of this agreement. In the event that no such protective order or other remedy is obtained or the Accipiter Group does not waive compliance with the terms of this agreement, you may consult with counsel at the cost of the Accipiter Group and you may furnish only that portion of the Information which you are advised by counsel is legally required to be so disclosed and you will request that the party(ies) receiving such Information mai ntain it as confidential.

All Information, all copies thereof, and any studies, notes, records, analysis, compilations or other documents prepared by you containing such Information, shall be and remain the property of the Accipiter Group and, upon the request of a representative of the Accipiter Group, all such information shall be returned or, at the Accipiter Group’s option, destroyed by you, with such destruction confirmed by you to the Accipiter Group in writing.

This letter agreement shall be governed by the laws of the State of New York, without regard to the principles of the conflicts of laws thereof to the extent that the general application of the laws of another jurisdiction would be required thereby.

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This agreement may be executed in counterparts, each of which shall be deemed an original, and all of which, taken together, shall constitute one and the same instrument.

Very truly yours,

ACCIPITER LIFE SCIENCES FUND, LP

By:	Candens Capital, LLC its general partner

By:
	Name:	Gabe Hoffman
	Title:	Managing Member

ACCEPTED AND AGREED:

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[NOMINEE]