EXHIBIT
10.49


 


AMENDED AND RESTATED NOTE


 


	
  $4,500,000.00

  	
  Chicago,
  Illinois

  
	
   

  	
  February 3,
  2005

  



 


FOR VALUE RECEIVED, the
undersigned, CERUS CORPORATION, a
Delaware Corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of BAXTER CAPITAL CORPORATION, a Delaware
corporation (“Lender”) the sum of
FOUR MILLION AND FIVE HUNDRED THOUSAND 00/100 DOLLARS ($4,500,000.00) and all
remaining amounts due hereunder in the amounts, on the dates and in the manner
as set forth in the Loan and Security Agreement by and among the Borrower and
the Lender dated as of November 15, 2002 (as amended from time to time “Loan
Agreement”).  Interest shall accrue on
the unpaid principal amount hereunder at the Interest Rate until such time as
the amounts hereunder are paid in full, such interest payable at the times set
forth in the Loan Agreement with all outstanding amounts due and payable no
later than the Maturity Date.  All
interest shall be calculated on the basis of a 360-day year for the actual
number of days elapsed.  The Borrower may
prepay in whole or in part any time without any premium or penalty,
notwithstanding any refinancing, renewal, extension or modification of this
note.


 


Both principal and interest are
payable exclusively lawful money of the United States of America so that the
funds are available to the Lender not later than 11:00 a.m. (Chicago time) on
the due dates and in the amounts specified in the Loan Agreement.  All amounts shall be paid to the Lender’s
account at Bank One, N.A., Indianapolis, Indiana.  All advances made by the Lender to the
Borrower, and the respective maturities thereof, and all payments made on
account of principal thereof, shall be recorded in the books and records of the
Lender and shall be deemed to be conclusively correct absent manifest
error.  Failure by the Lender to record
such advances or payments shall not relieve the Borrower of any obligation with
respect to such loan or payment.


 


This Amended and Restated Note
is a substitute note for the Revolving Note referred to in, and is entitled to
the benefits of, the Loan Agreement.  The
Loan Agreement, among other things, contains provisions for acceleration of the
maturity hereof upon the happening of certain stated events, and also for prepayments
on account of principal hereof prior to the maturity hereof upon the terms and
conditions therein specified.  In
addition, upon the occurrence of an Event of Default as therein defined, this
Amended and Restated Note and all amounts owed hereunder shall accrue interest
at two hundred basis points (2.0%) above the interest rate applicable
immediately before such event occurred.


 


Presentment and demand for
payment, notice of dishonor, protest and notice of protest are hereby
waived.  In the event of an Event of
Default the Borrower agrees to pay costs of collection and reasonable attorneys’
fees in connection therewith.


 


This Amended and Restated Note
evidences the same indebtedness as did the Revolving Note dated November 15,
2002 in the original principal amount of $50,000,000.00 from the undersigned to
the Lender (the “Prior Note”) which is amended and restated hereby.  This note is issued in substitution for (and
not in discharge of the indebtedness evidenced by) the Prior Note.


 


Capitalized terms used but not
defined herein have the same meanings as in the Loan Agreement.


 





















 


This Amended and Restated Note
shall be governed by, and construed in accordance with, the internal laws (as
distinguished from the conflicts of laws rules) of the State of Illinois.


 


 


	
   

  	
  CERUS CORPORATION

  
	
   

  	
   

  
	
   

  	
  By:

  	
   /s/
  Claes Glassell

  	
   

  
	
   

  	
  Name:

  	
   Claes
  Glassell

  	
   

  
	
   

  	
  Title:

  	
   President,
  CEO