EX-10.11



 Exhibit 10.11 

FIRST AMENDMENT TO 
 LOAN
AND SECURITY AGREEMENT 
 THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into
as of January 30, 2015, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity,
“Collateral Agent”), the Lenders listed on Schedule 1.1 thereof or otherwise a party thereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the
“Lenders”), and CERUS CORPORATION, a Delaware corporation with offices located at 2550 Stanwell Drive, Concord, CA 94520 (“Borrower”). 

RECITALS 

A. Collateral Agent, Lenders and Borrower have entered into that certain Loan and Security Agreement dated as of June 30, 2014 (as
may be amended from time to time, the “Loan Agreement”). 
 B. Lenders have extended credit to Borrower for
the purposes permitted in the Loan Agreement. 
 C. Borrower, Collateral Agent and Lenders have agreed to 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. Amendment to Loan Agreement. 

2.1 Section 2.5(d) (Lenders’ Expenses). Section 2.5(d) of the Loan Agreement hereby is amended and restated in its
entirety to read as follows: 
 “(d) Lenders’ Expenses. All Lenders’ Expenses (including reasonable
attorneys’ fees and expenses for documentation and negotiation of this Agreement) incurred through and after the Effective Date, when due; provided that expenses for the initial documentation and negotiation of this Agreement and the Closing
Items (as defined in the Post Closing Letter) incurred in excess of One Hundred Thousand Dollars ($100,000.00) are subject to the approval of Borrower.” 

3. Limitation of Amendment. 

3.1 The amendment set forth in Section 2 above is 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 Collateral Agent or any
Lender may now have or may have in the future under or in connection with any Loan Document. 
 3.2 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. 







 4. Counterparts. This Amendment may be executed in any number of counterparts and all of
such counterparts taken together shall be deemed to constitute one and the same instrument. 
 5. Effectiveness. This
Amendment shall be deemed effective upon the due execution and delivery to Collateral Agent and Lenders of this Amendment by each party hereto. 

[Balance of Page Intentionally Left Blank] 

  
 2 








 IN WITNESS WHEREOF, the parties hereto have
caused this Amendment to be duly executed and delivered as of the date first written above. 
  

			
	COLLATERAL AGENT AND LENDER:
	
	OXFORD FINANCE LLC
		
	By:	 	 /s/ Mark Davis

	Name:	 	Mark Davis
	Title:	 	Vice President – Finance, Secretary and Treasurer

  

			
	BORROWER:
	
	CERUS CORPORATION
		
	By:	 	 /s/ Kevin D. Green

	Name:	 	Kevin D. Green
	Title:	 	VP Finance and CFO

 [Signature Page to First Amendment to Loan and Security Agreement]