Prepared by MERRILL CORPORATION




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EXHIBIT 10.1    
  


 
 

PURCHASE AGREEMENT    
  


    THIS PURCHASE AGREEMENT is made and entered into as of May 15, 2001 by and between Cerus Corporation, a Delaware corporation (the
"Company") and the purchaser whose name and address is set forth on the signature page hereof (the
"Purchaser"). 


    1.  Authorization and Sale of the Shares.  Subject to the terms and conditions of this Agreement, the
Company has authorized the issuance and sale of up to 500,000 shares (the "Shares") of its common stock (the "Common
Stock"). 


    2.  Agreements to Sell and Purchase.  On the basis of the representations and warranties contained in
this Agreement, and subject to its terms and conditions, the Company hereby agrees to sell to the Purchaser, and the Purchaser hereby agrees to purchase from the Company, the number of Shares set
forth on the signature page hereto at the purchase price set forth on such signature page (the "Purchase Price"). 


    3.  Payment and Delivery.  Payment for the Shares shall be made to the Company in Federal or other funds
immediately available against delivery of such Shares (such payment and delivery hereinafter referred to as the "Closing") at the offices of Cooley Godward llp, 3175 Hanover Street, Palo Alto, CA
94304 at 10:00 a.m., EDT, on May 17, 2001, or at such other time on the same or such other date, as shall be agreed by the Company and the Purchaser. The time and date of such payment
are hereinafter referred to as the "Closing Date." Payment for the Shares shall be made by wire transfer of immediately available funds to such account
or accounts specified by the Company. 


    Certificates
for the Shares shall be registered in the name of the Purchaser or if so indicated on the signature page hereto, in the name of a nominee designated by the Purchaser. The
certificates evidencing the Shares shall be delivered to the Purchaser on the Closing Date, with any transfer taxes payable in connection with the transfer of the Shares to the Purchaser duly paid,
against payment of the Purchase Price therefor. 


    4.  Conditions to the Company's Obligations.  The Company's obligation to issue and sell the Shares to
the Purchaser is subject to the following conditions: 



    (a) receipt
by the Company of Federal or other immediately available funds in the full amount of the Purchase Price; and 



    (b) accuracy
of the representations and warranties made by the Purchaser and the fulfillment in all material respects of those undertakings of the Purchaser to be
fulfilled prior to the Closing. 




    5.  Conditions to the Purchaser's Obligations.  The obligations of the Purchaser to purchase and pay for
the Shares on the Closing Date are subject to the following conditions: 



    (a) The
Purchaser shall have received on the Closing Date a certificate, dated the Closing Date and signed by an executive officer of the Company, to the effect that
the representations and warranties of the Company contained in this Agreement are true and correct as of the Closing Date and that the Company has complied with all of the agreements and satisfied all
of the conditions on its part to be performed or satisfied hereunder on or before the Closing Date. 


The
officer signing and delivering such certificate may rely upon the best of his or her knowledge as to proceedings threatened. 


    (b) The
Purchaser shall have received on the Closing Date an opinion of Cooley Godward llp, counsel for the Company, dated the Closing Date, to the effect set forth in
Exhibit A. Such opinion shall be rendered to the Purchaser at the request of the Company and shall so state therein. 








    (c) All corporate and other proceedings in connection with the transactions contemplated at the Closing hereby, and all documents and instruments incident to such
transactions, shall be reasonably satisfactory in substance to the Purchaser and its counsel. 


    (d) No
stockholder of the Company shall have any right (which has not been effectively waived) to require the Company to register the sale of any shares owned by such
stockholder under the Securities Act in the Registration Statement (as defined in Section 8(a)) to be filed by the Company on behalf of the Purchaser pursuant to Section 8(a). 




    6.  Representations, Warranties and Covenants of the Company.  The Company represents and warrants to,
and covenants with, the Purchaser that as of the date of this Agreement: 



    (a) The
Company has filed with the Securities and Exchange Commission (the "Commission") all documents required to be
filed pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act") during the 12 months preceding the date of this Agreement.
The following documents (collectively, the "Exchange Act Documents") complied when filed in all material respects with the Exchange Act and the
applicable rules and regulations of the Commission thereunder, and did not, when so filed, contain any untrue statement of a material fact or omit to state a material fact necessary to make the
statements therein, in the light of the circumstances under which they were made, not misleading: 



     (i) each
of the Quarterly Reports on Form 10-Q filed subsequent to the Annual Report on Form 10-K referred to in
(ii) below; 


    (ii) Annual
Report on Form 10-K for the Year Ended December 31, 2000; 


    (iii) Definitive
Proxy Statement filed with the Commission on April 18, 2001; and 


    (iv) All
other documents, if any, filed by the Company with the Commission since December 31, 2000. 




    (b) The
Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of Delaware, has the corporate power and authority to
own its property and to conduct its business as currently conducted and as described in the Exchange Act Documents and is duly qualified to transact business and is in good standing in each
jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to the extent that the failure to be so qualified or be in good standing
would not have a material adverse effect on the Company. 


    (c) The
Company does not own or control, directly or indirectly, any interest in any other corporation, association or other business entity. 


    (d) This
Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its terms,
subject to applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and general principles of equity and except as rights to indemnification and contribution in
Section 10 hereof may be limited under applicable law. 


    (e) The
authorized capital stock of the Company conforms as to legal matters to the description (i) of the Common Stock contained in the Company's registration
statement on Form 8-A, filed with the Commission on January 8, 1997 and (ii) of the preferred stock contained in the certificates of designation filed with the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998. 


    (g) The
shares of common stock outstanding prior to the issuance of the Shares have been duly authorized and are validly issued, fully paid and
non-assessable. 



    (h) The
Shares have been duly authorized and, when issued and delivered in accordance with the terms of this Agreement, will be validly issued, fully paid and
non-assessable, and the issuance of such Shares will not be subject to any preemptive or similar rights. 








    (i)  The execution and delivery by the Company of, and the performance by the Company of its obligations under, this Agreement will not contravene any provision of
applicable law or the certificate of incorporation or by-laws of the Company or any agreement or other instrument binding upon the Company that is material to the Company, except where the
contravention of such agreement or other instrument (other than the certificate of incorporation or the bylaws) would not have a material adverse effect on the Company, or any judgment, order or
decree of any governmental body, agency or court having jurisdiction over the Company, and no consent, approval, authorization or order of, or qualification with, any governmental body or agency is
required for the performance by the Company of its obligations under this Agreement, except such as may be required by the securities or Blue Sky laws of the various states in connection with the
offer and sale of the Shares and by Federal and state securities laws with respect to the Company's obligations under Sections 8 and 9 of this Agreement. 



    (j)  There
has not occurred any material adverse change, or any development involving a prospective material adverse change, in the condition, financial or otherwise,
or in the earnings, business or operations of the Company, taken as a whole, since December 31, 2000. 


    (k) There
are no legal or governmental proceedings pending or, to the knowledge of the Company, threatened to which the Company is a party or to which any of the
properties of the Company is subject other than proceedings accurately described in all material respects in the Exchange Act Documents and proceedings that would not have a material adverse effect on
the Company, or on the power or ability of the Company to perform its obligations under this Agreement to consummate the transactions contemplated by this Agreement. 



    (l)  The
Company (i) is in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human
health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants ("Environmental Laws"), (ii) has
received all permits, licenses or other approvals required of it under applicable Environmental Laws to conduct its business and (iii) is in compliance with all terms and conditions of any such
permit, license or approval, except where such noncompliance with Environmental Laws, failure to receive required permits, licenses or other approvals or failure to comply with the terms and
conditions of such permits, licenses or approvals would not, singly or in the aggregate, have a material adverse effect on the Company. 



    (m) To
the best of the Company's knowledge, costs and liabilities, if any, associated with its compliance with Environmental Laws as currently in effect (including,
without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related
constraints on operating activities and any potential liabilities to third parties) would not, singly or in the aggregate, reasonably be expected to have a material adverse effect on the Company. 


    (n) The
Company owns or possesses adequate licenses or other rights to use all patents, copyrights, trademarks, service marks, trade names, technology and
know-how necessary (in any material respect) to conduct its business in the manner described in the Exchange Act Documents; and, except as disclosed in the Exchange Act Documents, the
Company has not received any notice of infringement or conflict with (and the Company does not know of any infringement or conflict with) asserted rights of others with respect to any patents,
copyrights, trademarks, service marks, trade names, technology or know-how which could reasonably be expected to result in a material adverse effect on the Company. 


    (o) The
Company is not, and after giving effect to the offering and sale of the Shares and the application of the proceeds thereof will not be, required to register as,
an "investment company" as such term are defined in the Investment Company Act of 1940, as amended. 


    (p) Neither
the Company nor any affiliate (as defined in Rule 501(b) of Regulation D under the Securities Act of 1933, as amended (the
"Securities Act"), an "Affiliate") of the Company has, directly, or through any agent, (i) sold,
offered for sale, solicited offers to buy or otherwise 








negotiated in respect of, any security (as defined in the Securities Act) which is or will be integrated with the sale of the Shares in a manner that would require the registration under the
Securities Act of the Shares; or (ii) offered, solicited offers to buy or sold the Shares by any form of general solicitation or general advertising (as those terms are used in
Regulation D under the Securities Act) or in any manner involving a public offering within the meaning of Section 4(2) of the Securities Act; and the Company will not, and will instruct
its Affiliates not to, engage in any of the actions described in clauses (i) and (ii) of this paragraph. 


    (q) Subject
to the accuracy of the Purchaser's representations herein, it is not necessary in connection with the offer, sale and delivery of the Shares to the
Purchasers in the manner contemplated by this Agreement to register the Shares under the Securities Act. 


    (r) The
Company shall comply with all requirements of the National Association of Securities Dealers, Inc. with respect to the issuance of the Shares and the
listing thereof on The Nasdaq National Market. 


    (s) The
Company has not taken and will not, in violation of applicable law, take, any action designed to or that might reasonably be expected to cause or result in
stabilization or manipulation of the price of the Common Stock to facilitate the sale or resale of the Shares. 


    (t)  The
Company is eligible to file a registration statement on Form S-3. 


    (u) The
Company shall, as soon as practicable following the execution of this and any other Agreements, publicly disclose the sale of Shares pursuant to such Agreements
to the extent required by the Exchange Act and the applicable rules and regulations of the Commission thereunder. 




    7.  Representations, Warranties and Covenants of the Purchaser.  The Purchaser represents and warrants
to, and covenants with, the Company that: 



    (a) The
Purchaser is an "accredited investor" as defined in Regulation D under the Securities Act; the Purchaser is also knowledgeable, sophisticated and
experienced in making, and is qualified to make decisions with respect to, investments in shares presenting an investment decision like that involved in the purchase of the Shares, including
investments in securities issued by the Company and investments in comparable companies; and the Purchaser has requested, received, reviewed and considered all information it deems relevant in making
an informed decision to purchase the Shares. 


    (b) The
Purchaser is acquiring the number of Shares set forth on the signature page hereto in the ordinary course of its business and for its own account for investment
only and with no present intention of distributing any of such Shares or any arrangement or understanding with any other persons regarding the distribution of such Shares, other than as contemplated
in Section 8 of this Agreement. 


    (c) The
Purchaser will not, directly or indirectly, offer, sell, pledge, transfer or otherwise dispose of (or solicit offers to buy, purchase or otherwise acquire or
take a pledge of) any of the Shares, except in
compliance with the Securities Act and the applicable rules and regulations of the Commission thereunder. 


    (d) The
Purchaser will have, on or prior to the Closing Date, furnished to the Company a fully completed Selling Stockholder Questionnaire attached as Appendix I
hereto for use in preparation of the Registration Statement and all of the information contained therein will be true and correct as of the Closing Date. 



    (e) The
Purchaser will notify the Company immediately of any change in any such information until such time as the Purchaser has sold all of its Shares or until the
Company is no longer required to keep the Registration Statement effective. 


    (f)  In
connection with its decision to purchase the number of Shares set forth on the signature page hereto, the Purchaser has relied only upon the Exchange Act
Documents, the 








representations and warranties of the Company contained herein and the information received pursuant to Section 7(a). 



    (g) The
Purchaser will not make any sale of the Shares without complying with the provisions of this Agreement and without causing the prospectus delivery requirement
under the Securities Act to be satisfied, and the Purchaser acknowledges that the certificates evidencing the Shares will be imprinted with a legend in substantially the following form (and a
stop-transfer order may be placed against transfer of the certificates for the Shares): 



"THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, ASSIGNED, PLEDGED, TRANSFERRED OR
HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH RESPECT TO THE SECURITIES UNDER SAID ACT OR THE CORPORATION HAS RECEIVED AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO THE
CORPORATION AND ITS COUNSEL THAT SUCH REGISTRATION IS NOT REQUIRED." 




The
Purchaser acknowledges that there may occasionally be times when the Company determines that it must suspend the use of the Prospectus (as defined in Section 10(a)) forming part of the
Registration Statement, as set forth in Section 9. 


    (h) The
Purchaser will notify the Company promptly of the sale of any of its Shares, other than (i) sales pursuant to a Registration Statement contemplated in
Section 8 of this Agreement and (ii) sales following termination of the transfer restrictions pursuant to Section 11, and the Purchaser will furnish any information reasonably
requested by the Company, including an opinion of counsel reasonably satisfactory to the Company, to evidence the exemption from the registration requirements of the Securities Act, the applicable
rules and regulations of the Commission thereunder, and state securities laws, in reliance upon which such sales have been made. 


    (i)  This
Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Purchaser, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and general principles of equity and except as rights to indemnification and contribution in
Section 10 hereof may be limited under applicable law. 


    (j)  The
Purchaser will not, prior to the effectiveness of the Registration Statement, if then prohibited by law or regulation, sell, offer to sell, solicit offers to
buy, dispose of, loan, pledge or grant any right with respect to (collectively, a "Disposition"), the Common Stock, nor will the Purchaser engage in any
hedging or other transaction which is designed or could reasonably be expected to lead to or result in a Disposition of Common Stock by the Purchaser or any person or entity. Such prohibited hedging
or other transaction would include, without limitation, effecting any short sale or having in effect a short position (whether such short sale or position is against the box and regardless of when
such position was entered into) or any purchase, sale or grant of any right (including, without limitation, any put or call option) with respect to the Common Stock or with respect to any security
(other than a broad-based market basket or index) that includes or derives any significant part of its value from the Common Stock. 


    (k) The
Purchaser will hold in confidence all information concerning this Agreement and the placement of shares hereunder until the earlier of such time as
(i) the Company has made a public announcement concerning the Agreement and the placement of shares hereunder or (ii) this Agreement is terminated. 




    8.  Shelf Registration.  The Company shall: 



    (a) use
its best efforts to prepare and file or cause to be prepared and filed with the Commission as soon as practicable but in any event by the date (the
"Filing Deadline Date") ten (10) days after the Closing Date, a registration statement (the "Registration
Statement") 








registering the resale from time to time by the Purchaser of all of the Shares. The Registration Statement shall be on Form S-3 or another appropriate form permitting registration
of such Shares for
resale by the Purchaser from time to time through the automated quotation system of The Nasdaq National Market or the facilities of a national security exchange on which the Common Stock is then
traded, or in privately negotiated transactions. The Company shall use its reasonable efforts, subject to receipt of necessary information from the Purchaser, to cause the Registration Statement to be
declared effective under the Securities Act as promptly as is practicable but in any event by the date (the "Effectiveness Deadline Date") that is
ninety (90) days after the date the Registration Statement is filed. 


    (b) Use
all commercially reasonable efforts to prepare and file with the Commission such amendments and post-effective amendments to the Registration
Statement as may be necessary to keep such Registration Statement continuously effective for a period not to exceed the earlier of (i) the second anniversary of the Closing Date, or
(ii) such time as all Shares purchased by such Purchaser pursuant to this Agreement have been sold pursuant to a registration statement or pursuant to Rule 144 under the Securities Act
(such period, the "Effectiveness Period"); cause the related prospectus to be supplemented by any required Prospectus supplement, and as so supplemented
to be filed pursuant to Rule 424 (or any similar provisions then in force) under the Securities Act; and use its best efforts to comply with the provisions of the Securities Act applicable to
it with respect to the disposition of all securities covered by such Registration Statement during the Effectiveness Period in accordance with the intended methods of disposition by the sellers
thereof set forth in such Registration Statement as so amended or such Prospectus as so supplemented. 


    (c) As
promptly as practicable give notice to the Purchaser (i) when any Prospectus, Prospectus supplement or the Registration Statement or a
post-effective amendment to the Registration Statement has been filed with the Commission and, with respect to a Registration Statement or any post-effective amendment, when
the same has been declared effective. 


    (d) Use
reasonable efforts to obtain the withdrawal of any order suspending the effectiveness of the Registration Statement or the lifting of any suspension of the
qualification (or exemption from qualification) of any of the Shares for sale in any jurisdiction in which they have been qualified for sale, in either case at the earliest possible moment, and
provide prompt notice to the Purchaser of the withdrawal of any such order. 


    (e) During
the Effectiveness Period, deliver to the Purchaser in connection with any sale by the Purchaser of Shares pursuant to the Registration Statement, without
charge, as many copies of the Prospectus or Prospectuses relating to such Shares (including each preliminary prospectus) and any amendment or supplement thereto as such the Purchaser may reasonably
request. 


    (f)  File
documents required of the Company for customary Blue Sky clearance in states specified in writing by the Purchaser; provided that the Company will not be
required to (i) qualify as a foreign corporation or as a dealer in securities in any jurisdiction where it would not otherwise be required to qualify but for this Agreement or (ii) take
any action that would subject it to general service of process in suits or to taxation in any such jurisdiction where it is not then so subject. 


    (g) Bear
all fees and expenses incurred in connection with the performance by the Company of its obligations under paragraphs (a) through (f) of this
Section whether or not the Registration Statement is declared effective, other than fees and expenses, if any, of counsel or other advisors to the Purchaser or underwriting discounts, brokerage fees
and commissions incurred by the Purchaser. 








    9.  Transfer of Shares After Registration; Suspension.  



    (a) The
Purchaser agrees that it will not effect any disposition of the Shares or its right to purchase the Shares that would constitute a sale within the meaning of
the Securities Act except as contemplated in the Registration Statement referred to in Section 8(a) and as described below or as otherwise permitted by law, and that it will promptly notify the
Company of any changes in the information set forth in the Registration Statement regarding the Purchaser or its plan of distribution. 


    (b) The
Company shall, as promptly as practicable, give notice to the Purchaser (i) of any request, following the effectiveness of the Registration Statement
under the Securities Act, by the Commission or any other federal or state governmental authority for amendments or supplements to any Registration Statement or related prospectus or for additional
information, (ii) of the issuance by the Commission or any other federal or state governmental authority of any stop order suspending the effectiveness of the Registration Statement or the
initiation or threatening of any proceedings for that purpose, (iii) of the receipt by the Company of any notification with respect to the suspension of the qualification or exemption from
qualification of any of the Shares for sale in any jurisdiction or the initiation or threatening of any proceeding for such purpose, (iv) of the occurrence of a Material Event (as defined in
Section 9(c)) and (v) of the determination by the Company that a post-effective amendment to a Registration Statement will be filed with the Commission, which notice may, at
the discretion of the Company (or as required pursuant to paragraph 9(c)), state that it constitutes a Deferral Notice, in which event the provisions of Section 9(c) shall apply. 


    (c) The
Company shall, upon (A) the issuance by the Commission of a stop order suspending the effectiveness of the Registration Statement or the initiation of
proceedings with respect to the Registration Statement under Section 8(d) or 8(e) of the Securities Act, (B) the occurrence of any event or the existence of any fact (a
"Material Event") as a result of which the Registration Statement shall contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein not misleading, or the related prospectus shall contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, or (C) the occurrence or
existence of any pending corporate development that, in the reasonable discretion of the Company, makes it appropriate to suspend the availability of the Registration Statement and the related
Prospectus, (i) in the case of clause (B) above, subject to the next sentence, as promptly as practicable prepare and file, if necessary pursuant to applicable law, a
post-effective amendment to such Registration Statement or a supplement to the related Prospectus or any document incorporated therein by reference or file any other required document that
would be incorporated by reference into such Registration Statement and Prospectus so that such Registration Statement does not contain any untrue statement of a material fact or omit to state any
material fact required to be stated therein or necessary to make the statements therein not misleading, and such prospectus does not contain any untrue statement of a material fact or omit to state
any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, as thereafter delivered to
the purchasers of the Shares being sold thereunder, and, in the case of a post-effective amendment to the Registration Statement, subject to the next sentence, use its reasonable efforts
to cause it to be declared effective as promptly as is practicable, and (ii) give notice to the Purchaser that the availability of the Registration Statement is suspended (a
"Deferral Notice") and, upon receipt of any Deferral Notice, the Purchaser
agrees not to sell any Shares pursuant to the Registration Statement until such Purchaser's receipt of copies of the supplemented or amended prospectus provided for in clause (i) above, or
until it is advised in writing by the Company that the Prospectus may be used, and has received copies of any additional or supplemental filings that are incorporated or deemed incorporated by
reference in such Prospectus. The Company will use all reasonable efforts to ensure that the use of the Prospectus may be resumed (x) in the case of 








clause (A) and (B) above, as promptly as is practicable, and (y) in the case of clause (C) above, as soon as, in the sole judgment of the Company, public disclosure of such
Material Event would not be prejudicial to or contrary to the interests of the Company or, if necessary to avoid unreasonable burden or expense, as soon as practicable thereafter. The Company shall be
entitled to exercise its right under this Section 9(c) to suspend the availability of the Registration Statement or any Prospectus no more than four (4) times in any twelve-month period,
and any such period during which the availability of the Registration Statement and any Prospectus is suspended (the "Deferral Period") shall not exceed
thirty (30) days. The period of any such Deferral Period shall be added to the period of time the Company has agreed to keep the Registration Statement effective. The Company shall use all
commercially reasonable efforts to limit the duration and number of any Deferral Periods. The Purchaser hereby agrees that upon receipt of any Deferral Notice from the Company, the Purchaser shall,
and shall cause each of its officers, directors, employees, affiliates, advisors, agents and representatives to, keep confidential all nonpublic information set forth in such notice including the
existence or terms of such Deferral Notice. 




    10.  Indemnity and Contribution.  (a) The Company agrees to indemnify and hold harmless the
Purchaser and each person, if any, who controls the Purchaser within the meaning of either Section 15 of the Securities Act or Section 20 of the Exchange Act from and against any and all
losses, claims, damages and liabilities (including, without limitation, any legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim) caused
by any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the prospectus included in the Registration Statement, as amended or supplemented by
any amendment or prospectus supplement, including post-effective amendments, and including all material incorporated by reference in such prospectus (the
"Prospectus") or in any amendment or supplement thereto or in any preliminary prospectus, or caused by any omission or alleged omission to state therein
a material fact required to be stated therein or necessary to make the statements therein not misleading, except insofar as such losses, claims, damages or liabilities are caused by (i) any
such untrue statement or omission or alleged untrue statement or omission based upon information relating to the Purchaser furnished to the Company in writing by such Purchaser expressly for use
therein, or (ii) the failure of such Purchaser to comply with the covenants and agreements contained in Sections 7 and 9 hereof respecting resale of the Shares. 



    (b) The
Purchaser agrees to indemnify and hold harmless the Company, its directors and its officers and each person, if any, who controls the Company within the meaning
of either Section 15 of the Securities Act or Section 20 of the Exchange Act, from and against any and all losses, claims, damages and liabilities (including, without limitation, any
legal or other expenses reasonably incurred in connection with defending or investigating any such action or claim), insofar as such losses, claims, damages or liabilities are caused by (i) the
failure of the Purchaser to comply with the covenants and agreements
contained in Sections 7 and 9 hereof respecting resale of the Shares, (ii) any untrue statement or alleged untrue statement of a material fact contained in the Registration Statement or the
Prospectus or in any amendment or supplement thereto or in any preliminary prospectus, or caused by any omission or alleged omission to state therein a material fact required to be stated therein or
necessary to make the statements therein not misleading, in each case to the extent, but only to the extent, that such untrue statement or alleged untrue statement or omission or alleged omission was
made in reliance upon and in conformity with information relating to the Purchaser furnished in writing by the Purchaser to the Company expressly for use in the Registration Statement or Prospectus. 


    (c) In
case any proceeding (including any governmental investigation) shall be instituted involving any person in respect of which indemnity may be sought pursuant to
Section 10(a) or 10(b), such person (the "indemnified party") shall promptly notify the person against whom such indemnity may be sought (the
"indemnifying party") in writing and the indemnifying party, upon request of the indemnified party, shall retain counsel reasonably satisfactory to the
indemnified party to represent the indemnified party and any others the indemnifying party may designate in such proceeding and shall pay the fees and disbursements of such counsel related to such 









proceeding. In any such proceeding, any indemnified party shall have the right to retain its own counsel, but the fees and expenses of such counsel shall be at the expense of such indemnified party
unless (i) the indemnifying party and the indemnified party shall have mutually agreed to the retention of such counsel or (ii) the named parties to any such proceeding (including any
impleaded parties) include both the indemnifying party and the indemnified party and representation of both parties by the same counsel would be inappropriate due to actual or potential differing
interests between them. It is understood that the indemnifying party shall not, in respect of the legal expenses of any indemnified party in connection with any proceeding or related proceedings in
the same jurisdiction, be liable for the fees and expenses of more than one separate firm (in addition to any local counsel) for all indemnified parties, and that all such fees and expenses shall be
reimbursed as they are incurred. The indemnifying party shall not be liable for any settlement of any proceeding effected without its written consent, but if settled with such consent or if there be a
final judgment for the plaintiff, the indemnifying party agrees to indemnify the indemnified party from and against any loss or liability by reason of such settlement or judgment. No indemnifying
party shall, without the prior written consent of the indemnified party, effect any settlement of any pending or threatened proceeding in respect of which any indemnified party is or could have been a
party and indemnity could have been sought hereunder by such indemnified party, unless such settlement includes an unconditional release of such indemnified party from all liability on claims that are
the subject matter of such proceeding. 


    (d) To
the extent that the indemnification provided for under Section 10(a) or 10(b) is unavailable to an indemnified party or is insufficient in respect of any
losses, claims, damages or liabilities referred to therein, then each indemnifying party under such paragraph, in lieu of indemnifying such indemnified party thereunder, shall contribute to the amount
paid or payable by such indemnified party as a result of such losses, claims, damages or liabilities (i) in such proportion as is appropriate to reflect the relative benefits received by the
indemnifying party or parties on the one hand and the indemnified party or parties on the other hand or (ii) if the allocation provided by clause (i) above is not permitted by applicable
law, in such proportion as is appropriate to reflect not only the relative benefits referred to in clause (i) above but also the relative fault of the indemnifying party or parties on the one
hand
and of the indemnified party or parties on the other hand in connection with the statements or omissions or other matters that resulted in such losses, claims, damages or liabilities, as well as any
other relevant equitable considerations. The relative benefits received by the Company shall be deemed to be equal to the total net proceeds from the sale pursuant to the Purchase Agreement (before
deducting expenses and after deducting all placement agent fees) of the Shares to which such losses, claims, damages or liabilities relate. The relative benefits received by the Purchaser shall be
deemed to be equal to the value of receiving Shares that are registered under the Securities Act. The relative fault of the Purchaser on the one hand and the Company on the other hand shall be
determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission or alleged omission to state a material fact, or the inaccurate or the
alleged inaccurate representation or warranty relates to information supplied by the Purchaser or by the Company and the parties' relative intent, knowledge, access to information and opportunity to
correct or prevent such statement or omission. 


The
parties hereto agree that it would not be just and equitable if contribution pursuant to this Section 10(d) were determined by pro rata allocation or by any other method or allocation that
does not take account of the equitable considerations referred to in the immediately preceding paragraph. The amount paid or payable by an indemnified party as a result of the losses, claims, damages
and liabilities referred to in the immediately preceding paragraph shall be deemed to include, subject to the limitations set forth above, any legal or other expenses reasonably incurred by such
indemnified party in connection with investigating or defending any such action or claim. Notwithstanding this Section 10(d), the Purchaser shall not be required to contribute any amount in
excess of the amount by which the net amount received by the Purchaser from the sale of the Shares to which such loss relates exceeds the amount of any damages that such indemnifying party has
otherwise been required to pay by reason of such untrue or alleged untrue statement or 








omission or alleged omission. No person guilty of fraudulent misrepresentation (within the meaning of Section 10(f) of the Securities Act) shall be entitled to contribution from any person who
was not guilty of such fraudulent misrepresentation. 


    (e) The
remedies provided for in this Section 10 are not exclusive and shall not limit any rights or remedies which may otherwise be available to any indemnified
party at law or equity. 


    (f)  The
indemnity and contribution provisions contained in this Section 10 and the representations, warranties and other statements of the Company and the
Purchaser contained in this Agreement shall survive the execution of this Agreement and shall remain operative and in full force and effect regardless of (i) any investigation made by or on
behalf of the Purchaser or any person controlling the Purchaser, or the Company, or the Company's officers or directors or any person controlling the Company and (ii) the sale of any Shares by
the Purchaser. 




    11.  Termination of Conditions and Obligations.  The conditions precedent imposed by Sections 7, 8 and 9
upon the transferability of the Shares shall cease and terminate as to any particular number of the Shares (and any legend on the Shares will be removed by the Company) at such time as such Shares
have been effectively registered under the Securities Act and sold or otherwise disposed of in accordance with the intended method of disposition set forth in the Registration Statement covering such
Shares, upon the passage of two years from the Closing Date, or at such time as an opinion of counsel satisfactory to the Company shall have been rendered to the effect that such conditions are not
necessary in order to comply with the Securities Act. 



    12.  Information Available.  So long as the Registration Statement is effective covering the resale of
Shares owned by the Purchaser, the Company will furnish or make available to the Purchaser: 



    (a) as
soon as practicable after it is available (but in the case of the Company's Annual Report to Stockholders, within 90 days of each fiscal year of the
Company), one copy of: 



     (i) its
Annual Report to Stockholders (which Annual Report shall contain financial statements audited in accordance with generally accepted accounting principles by a
national firm of certified public accountants); 


    (ii) if
not included in substance in the Annual Report to Stockholders, its Annual Report on Form 10-K; 


    (iii) its
Quarterly Reports on Form 10-Q; and 


    (iv) a
full copy of the particular Registration Statement covering the Shares (the foregoing, in each case, excluding exhibits unless specifically requested); and 




    (b) upon
the reasonable request of the Purchaser, an adequate number of copies of the Prospectus to supply to any other party requiring such Prospectus. 




    13.  Rule 144.  (a) The Company covenants that, if at any time before the end of the
Effectiveness Period the Company is not subject to the reporting requirements of the Exchange Act, it will cooperate with the Purchaser and take such further reasonable action as the Purchaser may
reasonably request in writing (including, without limitation, making such reasonable representations as the Purchaser may reasonably request), all to the extent required from time to time to enable
the Purchaser to sell Shares without registration under the Securities Act within the limitation of the exemptions provided by Rule 144 under the Securities Act and customarily taken in
connection with sales pursuant to such exemptions. Upon the written request of the Purchaser, the Company shall deliver to the Purchaser a written statement as to whether it has complied with such
reporting requirements, unless such a
statement has been included in the Company's most recent report filed pursuant to Section 12 or Section 15(d) of Exchange Act. Notwithstanding the foregoing, nothing in this
Section 13 shall be deemed to require the Company to register any of its securities (other than the Common Stock) under any section of the Exchange Act. 







    (b) The
Company shall file the reports required to be filed by it under the Exchange Act and shall comply with all other requirements set forth in the instructions to
Form S-3 in order to allow the Company to be eligible to file registration statements on Form S-3. 




    14.  Notices.  All notices and other communications provided for or permitted hereunder shall be made in
writing by hand delivery, by telecopier, by courier guaranteeing overnight delivery or by first-class mail, return receipt requested, and shall be deemed given (i) when made, if made by hand
delivery, (ii) upon confirmation, if made by telecopier, (iii) one (1) business day after being deposited with such courier, if made by overnight courier or (iv) on the
date indicated on the notice of receipt, if made by first-class mail, to the parties as follows: 



    (a) if
to the Purchaser, at its address on the signature page hereto; 


    (b) if
to the Company, to: 



Cerus
Corporation

Suite 300

2525 Stanwell Drive

Concord, California 94520

Attn: Vice President, Legal Affairs 


with
a copy to: 


Andrea
Vachss, Esq.

Cooley Godward LLP

Five Palo Alto Square

3000 El Camino Real

Palo Alto, CA 94306

Fax: (650) 849-7400 





or
to such other address as such person may have furnished to the other persons identified in this Section 14 in writing in accordance herewith. 


    15.  Severability.  If any term provision, covenant or restriction of this Agreement is held to be
invalid, illegal, void or unenforceable, the remainder of the terms, provisions, covenants and restrictions set forth herein shall remain in full force and effect and shall in no way be affected,
impaired or invalidated thereby, and the parties hereto shall use their best efforts to find and employ an alternative means to achieve the same or substantially the same result as that contemplated
by such term, provision, covenant or restriction, it being intended that all of the rights and privileges of the parties shall be enforceable to the fullest extent permitted by law. 


    16.  Modification; Amendment.  The provisions of this Agreement, including the provisions of this
sentence, may not be amended, modified or supplemented unless pursuant to an instrument in writing signed by the Company and the Purchaser. 


    17.  Entire Agreement.  This Agreement is intended by the parties as a final expression of their
agreement and is intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto with respect to the subject matter contained herein. Except as provided in
this Agreement, there are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein, with respect to such matters. This Agreement supersedes all prior
agreements and undertakings among the parties with respect to such matters. No party hereto shall have any rights, duties or obligations other than those specifically set forth in this Agreement. 


    18.  Counterparts  . This Agreement may be signed in any number of counterparts, each of which shall be
an original, with the same effect as if the signatures thereto and hereto were upon the same instrument. 


    19.  Applicable Law  . This Agreement shall be governed by and construed in accordance with the internal
laws of the State of New York 







    20.  Headings  . The headings of the sections of this Agreement have been inserted for convenience of
reference only and shall not be deemed a part of this Agreement. 


    IN
WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. 



	 	 	Baxter International Inc. and Subsidiaries Pension Trust
	

 	
 	

By: /s/ Steven J. Meyer
	

 	
 	

Name: Steven J. Meyer
	

 	
 	

Title: Corporate Treasurer, Investment Committee Member
	

 	
 	

Address: One Baxter Parkway

                Deerfield, Illinois 60015
	

 	
 	

Number of Shares: 500,000
	

 	
 	

Aggregate Purchase Price: U.S. $26 Million
	

 	
 	

Tax ID No.:

	

 	
 	

Contact Name:

	

 	
 	

Telephone:

	

 	
 	

Name in which the Shares should be registered (if different):

	

 	
 	

Relationship between the Purchaser and the person or entity in whose name the Shares should be registered (if different):






Agreed
to and Accepted by: 



	 	 	CERUS CORPORATION
	

 	
 	

By:/s/ Greg W. Schafer
	 	 	Name: Greg W. Schafer
	 	 	Title: Chief Financial Officer







EXHIBIT A  


OPINION OF COUNSEL FOR THE COMPANY  


    The opinion of the counsel for the Company, to be delivered pursuant to Section 5(b) of the Purchase Agreement shall be to the effect that: 



    (A) The
Company has been duly incorporated, is validly existing as a corporation in good standing under the laws of the jurisdiction of its incorporation, has the
corporate power and authority to own its property and to conduct its business as currently conducted and as described in the Exchange Act Documents and is duly qualified to transact business and is in
good standing in California and, to such counsel's knowledge, in each jurisdiction in which the conduct of its business or its ownership or leasing of property requires such qualification, except to
the extent that the failure to be so qualified or be in good standing would not have a material adverse effect on the Company. 


    (B) The
Purchase Agreement has been duly authorized, executed and delivered by, and is a valid and binding agreement of, the Company, enforceable in accordance with its
terms, subject to applicable bankruptcy, insolvency or similar laws affecting creditors' rights generally and general principles of equity and except as rights to indemnification and contribution in
Section 10 thereof may be limited under applicable law. 


    (C) The
authorized capital stock of the Company conforms as to legal matters to the description (i) of the Common Stock contained in the Company's registration
statement on Form 8-A, filed with the Commission on January 8, 1997 and (ii) of the preferred stock contained in the certificates of designation filed with the
Company's Annual Report on Form 10-K for the fiscal year ended December 31, 1998. 



    (D) The
shares of common stock outstanding on the last business date immediately preceding the Closing Date have been duly authorized and are validly issued, fully paid
and non-assessable. 


    (E) The
Shares have been duly authorized and, when issued and delivered in accordance with the terms of the Purchase Agreement, will be validly issued, fully paid and
non-assessable, and the issuance of such Shares will not be subject to any preemptive or, to such counsel's knowledge, similar rights. 


    (F) Based
upon the representations, warranties and agreements of the Purchaser in Section 7 of the Purchase Agreement, it is not necessary in connection with the
offer, sale and delivery of the Shares to the Purchaser under the Purchase Agreement to register the Shares under the Securities Act, it being understood that no opinion is expressed as to any
subsequent resale of any Shares. 









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EXHIBIT 10.1


PURCHASE AGREEMENT