EXHIBIT
10.48


 










[ *  ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


 


AMENDMENT,
MUTUAL RELEASE AND SETTLEMENT AGREEMENT


 


THIS AMENDMENT, MUTUAL RELEASE AND SETTLEMENT
AGREEMENT (this “Agreement”) is made and entered into as of
the February 2, 2005, by and between Baxter Capital Corporation, a Delaware
corporation (“Baxter Capital”) and Cerus Corporation, a Delaware corporation (“Cerus”).


 


WHEREAS, pursuant to a Loan and
Security Agreement dated November 15, 2002 (the “Loan Agreement”), Baxter
Capital Corporation loaned Cerus a total of $50,000,000.00;


 


WHEREAS, in connection with the
Loan Agreement, Cerus, by an authorized officer, executed one promissory note
in the principal amount of $50,000,000.00 payable to the order of Baxter
Capital Corporation;


 


WHEREAS, a dispute has arisen
between the parties concerning Cerus alleged default under the terms of the
Loan Agreement;


 


WHEREAS, Baxter Capital has
filed suit against Cerus to recover the amounts due under the Loan Agreement,
and Cerus has filed certain counterclaims against Baxter Capital in connection
therewith, and said suit is pending in the Circuit Court of Cook County,
Illinois, under docket number 03 L 012222 (the “Civil Action”);


 


WHEREAS, Baxter Capital and
Cerus desire to resolve all differences heretofore existing by and between them
with respect to the Civil Action;


 


WHEREAS, Baxter Capital and
Cerus enter into this Agreement in order to provide for amending certain of the
terms of the Loan Agreement and full settlement of all claims, matters, and
causes of action which were alleged or which could have been alleged in the
Civil Action by either party;


 


WHEREAS, Baxter Healthcare
Corporation (“Baxter Healthcare”) and Cerus are concurrently entering into a “Restructuring
Agreement” and the “Concurrent Agreements” as defined in the Restructuring
Agreement (collectively, “Baxter Healthcare Documents”);


 


WHEREAS, Baxter Capital and
Cerus have agreed that they will execute and comply with the terms of this
Agreement;


 


NOW, THEREFORE, in consideration
of the premises, the covenants and agreements set forth herein, and for good
and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, Baxter Capital and Cerus hereby agree and covenant as follows:


 


1





















 


1.                                      Payment:
Cerus shall pay the sum of THIRTY FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS
($34,500,000.00) to Baxter Capital within one (1) business day of the date
hereof. All payments hereunder shall be paid by Cerus, in immediately available
funds, to Baxter Capital in the form of a wire transfer to the following
account:


 


[ * ]


 


2.                                      Amendment
of the Loan Agreement. Upon execution of this Agreement by the parties
and subject to the satisfaction of the conditions precedent set forth in Section
7 below, the Loan Agreement shall be amended as follows:


 


(a)          Definition
of Loan Commitment. The definition of Loan Commitment shall be amended and
restated as FOUR MILLION FIVE HUNDRED THOUSAND DOLLARS ($4,500,000.00). As of
the date hereof the outstanding Revolving Loans (as defined therein) shall
equal the same.


 


(b)         Definition
of Maturity Date. The Maturity Date set forth in Section 1.1 of the
Loan Agreement shall be amended and restated as December 15, 2006;


 


(c)          Amendment
to Section 1.1. The second to last sentence of Section 1.1 shall be
deleted and replaced with the following;


 


“Loans made hereunder and
repaid shall not be reborrowed.”


 


(d)         Amendment
and Restatement of Section 1.2 Interest. Section 1.2 shall be
amended and restated in its entirety to read as follows:


 


“Interest shall accrue on
the outstanding principal amount of the Revolving Loans at eight percent (8.0%)
per annum (the “Interest Rate”). All outstanding principal together with all
accrued and unpaid interest shall be due and payable on the Maturity Date.
Interest shall be computed for the actual number days elapsed on the basis of a
360 day year.”


 


(e)          Section
1.3 Conversion to Term Loan. Section 1.3 shall be deleted in its
entirety and replaced with the text “Intentionally Omitted”.


 


(f)            Section
5.3 Business. Section 5.3 shall be deleted in its entirety and
replaced with the text “Intentionally Omitted”.


 


(g)         Amendment
to Subsection (e) of Section 7.1 Events of Default. Subsection (e) of
Section 7.1 shall be amended and restated to read in full as follows:


 


“The acquisition by any
person or entity of 50% or more of the voting equity security of the Borrower
or its affiliates; excluding a temporary acquisition by an underwriter or
placement agent in connection with an offering of securities.”


 










[ *  ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


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(h)         Subsection
(i) of Section 7.1 Events of Default. Subsection (i) of Section 7.1
shall be deleted in its entirety and replaced with the text “Intentionally
Omitted”.


 


(i)             Amendment
and Restatement of Section 7.3 Collateral. Section 7.3 shall be
amended and restated in its entirety to read as follows:


 


7.3                                 Collateral.
Upon an occurrence and continuance of an Event of Default, the Lender shall
have, to the extent permitted by applicable state and federal laws, rules and
regulations, the right and power to directly notify the account debtor (as such
term is defined in Article 9 of the Illinois Uniform Commercial Code) under the
Platelet Agreement of the security interest of the Lender, and/or of the
assignment to the Lender of the Collateral and direct such account debtor to
make payments to the Lender of any amounts due or to become due with respect
thereto, and thereafter, collect any such amounts due on the Collateral
directly from such account debtor


 


(j)             Amendment
to Section 9.12. Section 9.12 shall be amended by inserting the
heading “Miscellaneous.” at the beginning of such section and inserting
the following sentence at the end of such section:


 


“An Event of Default
shall “continue” or be “continuing” until such Event of Default has been waived
in accordance with Section 9.2 hereof.”


 


3.                                      Amendment
and Restatement of the Revolving Note. Upon execution of this Agreement
and subject to the complete fulfillment and performance of the conditions
precedent set forth in Section 7 of this Agreement, Cerus shall execute
and deliver to Baxter Capital the Amended and Restated Note (the “Restated Note”)
dated as of the date of this Agreement in the form attached hereto as Exhibit
A. Baxter Capital and Cerus acknowledge and agree that the Restated Note
shall be substituted for the Revolving Note dated November 15, 2002 in the
original principal amount of $50,000,000.00 executed by Cerus and delivered to
Baxter Capital (the “Prior Note”) for all purposes and that upon Cerus’
delivery of the Restated Note to Baxter Capital (a) Baxter Capital shall
substitute the Restated Note for the Prior Note in its files and records
associated with the Revolving Loans, (b) Baxter Capital shall, concurrently
with the delivery by Cerus of the Restated Note, deliver to Cerus the Prior Note,
and (c) all references to the “Revolving Note” in the Loan Agreement and any
ancillary document thereto shall be deemed to refer to the Restated Note.
Baxter Capital and Cerus acknowledge and agree that the Restated Note shall
evidence the same obligation as did the Prior Note, that the Restated Note
shall be deemed to be substituted as Exhibit A to the Loan Agreement and
that the Restated Note constitutes an amendment to, and not a discharge of, the
obligations evidenced by the Prior Note.


 


4.                                      Baxter
Capital’s Waiver and Release. Upon execution of this Agreement and
subject to the complete fulfillment and performance of the conditions precedent
set forth in Section 7(a) of this Agreement:


 


(a)          Baxter
Capital waives the Events of Default it has alleged in connection with the
Civil Action and forever releases Cerus, its representatives, officers,
directors, shareholders, subsidiaries, partners, divisions, affiliates,
employees, agents,


 










[ *  ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


3





















 


successors, and
assigns from any and all claims and demands Baxter Capital may have in
connection therewith. Except as otherwise set forth herein, Baxter Capital’s
waiver hereunder will not in any way operate as a waiver of, or consent with
respect to, any other existing or future Event of Default, or a waiver or
abandonment of any right or remedy available to Baxter Capital with respect to
any such Event of Default, all of which rights are reserved. Baxter Capital
acknowledges and affirms that it is not relying on, and has not relied on, any
representation or statement made by Cerus with respect to the facts involved in
this release or with regard to the rights or asserted rights of Baxter Capital.
Baxter Capital hereby assumes all risk with respect to any mistakes of fact
with regard to this release and with regard to all facts which are now unknown
to Baxter Capital relating thereto.


 


(b)         Without
waiving any of its rights under the Loan Agreement, Baxter Capital withdraws
its direction to Baxter Healthcare to make payments to Baxter Capital of
amounts due to Cerus under the Platelet Agreement.


 


(c)          Baxter
Capital consents to the modifications to the Platelet Agreement provided for in
the Restructuring Agreement and agrees that neither the consummation of the
Baxter Healthcare Documents and/or this Agreement, nor the exercise and
performance of rights and obligations hereunder and thereunder, constitute any
Event of Default under the Loan Agreement.


 


5.                                      Cerus
Release Upon execution of this Agreement and subject to the complete
fulfillment and performance of the conditions precedent set forth in Section
7(b) of this Agreement, Cerus forever releases Baxter Capital, its
representatives, officers, directors, shareholders, subsidiaries, partners,
divisions, affiliates, employees, agents, successors, and assigns from all
claims, demands and defenses including those known, unknown or later
discovered, which have arisen or may arise out of or incident to the claims in
the Civil Action, including all counterclaims and defenses asserted by, sought
to be asserted by, or which could have been asserted by Cerus. Cerus
acknowledges and affirms that it is not relying on, and has not relied on, any
representation or statement made by Baxter Capital with respect to the facts
involved in this release or with regard to the rights or asserted rights of
Cerus. Cerus hereby assumes all risk with respect to any mistakes of fact with
regard to this release and with regard to all facts which are now unknown to
Cerus relating thereto.


 


6.                                      Pending
Litigation. The Civil Action shall remain open but stayed on the Court’s
docket pending the filing of an Order of Dismissal with Prejudice by Baxter
Capital once the condition precedents described in Section 7 below are
satisfied. Within ten (10) business days of the satisfaction of all such
conditions precedent, Baxter Capital shall file an Order of Dismissal with
Prejudice for the Civil Action, including Cerus ‘ counterclaims set forth
therein, in the Circuit Court of Cook County, Illinois under docket number 03 L
012222.


 


7.                                      Conditions
Precedent.


 


(a)          Baxter
Capital’s Conditions Precedent. The effectiveness of this Agreement and the
obligations of Baxter Capital hereunder are subject to the satisfaction, or
waiver by Baxter Capital, of the following conditions precedent:


 










[ *  ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


4





















 


i.              Cerus
shall have delivered, or caused to be delivered, to Baxter Healthcare
Corporation original fully completed, dated and executed originals of the Baxter
Healthcare Documents;


 


ii.             Cerus
shall have delivered, or caused to be delivered, original fully completed,
dated and executed originals of (i) this Agreement, and (ii) the Restated Note;
and


 


iii.            Cerus
shall have delivered the payment, in the form, amount and manner as set forth
in Section 1.


 


(b)         Cerus’
Conditions Precedent. The effectiveness of this Agreement and the
obligations of Cerus hereunder are subject to the satisfaction, or waiver by
Cerus, of the following conditions precedent:


 


i.              Baxter
Capital shall have delivered, or caused to be delivered, original fully
completed, dated and executed originals of this Agreement; and


 


ii.             Baxter
Healthcare Corporation and Baxter Healthcare, S.A. shall have delivered, or
caused to be delivered, to Cerus original fully completed, dated and executed
originals of the Baxter Healthcare Documents.


 


iii.            Baxter
Capital shall have delivered, or caused to be delivered the Prior Note.


 


8.                                      Certification.
By executing and delivering this Agreement to Baxter Capital, Cerus hereby
certifies that the following statements are true and correct as of the date
hereof:


 


(a)          Except
for the allegations set forth in the Civil Action and waived hereunder, Cerus
represents and warrants that with respect to the Loan Agreement (as amended) no
Event of Default, nor any event that if it continues uncured, will, with the
lapse of time, or notice, or both, constitute an Event of Default exists and is
continuing.


 


(b)         The
representations and warranties of Cerus set forth in the Loan Agreement (as
amended) are true and correct in all material respects on and as of the date of
this Agreement with the same effect as though made on and as of such date,
subject to the qualification that the representation and warranty concerning
actions, suits and proceedings in Section 2.1(e) of the Loan Agreement is
qualified as to the securities class action currently pending under Docket No.
C-03-5517-JF(RS) against Cerus in Federal District Court for the Northern
District of California, the shareholders’ derivative suit relating to Cerus
currently pending under Class Action Docket No. C0303092 in California Superior
Court (without any implication that either such proceeding might be expected to
cause a Material Adverse Change, as defined in the Loan Agreement) and the
Civil Action referred to above.


 


9.                                      Bankruptcy.
In the event that a petition for bankruptcy is filed by Cerus or by Cerus’
creditors in such a time and manner as to cause the sums, or any amount
thereof, received by Baxter Capital under this Agreement to be declared
improper or determined to be a preference


 










[ *  ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


5





















 


under the applicable bankruptcy
laws, this Agreement shall become null and void and Baxter Capital shall have
full rights to collect the total amounts due under the terms of the Loan
Agreement.


 


10.                               Binding
Effect. This Agreement is binding upon the parties, their members,
representatives, successors, assigns, heirs and personal representatives. In
entering into this Agreement, the parties represent that they have relied upon
their own judgment, have completely read the terms of this Agreement, and have
had the benefit and assistance of counsel upon which they relied. The parties
further acknowledge that they know and fully understand the contents of this
Agreement and have signed this Agreement as their own free acts and deeds
without influence in the making of the settlement by any representative of any
party released in this Agreement.


 


The parties further agree that, upon request, they
shall do such further acts and deeds, and shall execute, acknowledge, deliver,
and record such other documents and instruments as may be reasonably necessary
from time to time to evidence, confirm, or carry out the intent and purposes of
this Agreement.


 


11.                               Confidentiality,
Costs and Fees. The parties acknowledge that the terms and conditions
of this Amendment, Mutual Release and Settlement Agreement are deemed
confidential and shall remain confidential.


 


Each party shall be responsible for its attorneys’
fees and costs incurred in the Civil Action and the preparation of this
Agreement.


 


The parties hereby agree that in the event this
Agreement results in further litigation between the parties, the prevailing
party of such litigation shall be entitled to recover any and all costs
incurred (including reasonable attorneys’ fees) in enforcing this Agreement.


 


12.                               Authority.
The parties represent and warrant that no other person or entity has, or has
had, any interest in the claims, demands, or causes of action referred to in
this Agreement, that they have the sole right and exclusive authority to
execute this Agreement and receive the consideration specified in it, and that
they have not sold, assigned, transferred, conveyed or otherwise disposed of
any of the claims, demands, obligations, or causes of action referred to here.


 


By execution of this Agreement, Baxter Capital and Cerus
represent and warrant that they have the full right and authority to enter into
and perform this Agreement and that by entering into this Agreement they are
not in violation of any charter, provision, by-laws, regulations, or agreement
by which they are bound or to which they are subject. Baxter Capital and Cerus further
represent that the execution, delivery, and performance of this Agreement has
been duly authorized by all requisite corporate action and that the officer or
representative who signs this document on their behalf has been authorized to
sign this Agreement and has the authority to bind their respective corporation
to the terms and provisions of this Agreement.


 










[ *  ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


6





















 


13.                               No
Admission. This Agreement perfects the settlement of claims which are
contested and denied by each of the parties. Nothing herein shall be construed
to be an admission by any party of any liability of any kind to any other party
or parties.


 


14.                               Entire
Agreement. The parties represent that except for the Loan Agreement (as
expressly amended and modified by this Agreement) which shall continue to be in
full force and effect in accordance with the terms thereof, this Agreement constitutes
a complete understanding between Baxter Capital and Cerus and supersedes any
and all prior agreements, promises, representations, or inducements, regardless
of form, regarding its subject matter. No promises or agreements made
subsequent to the execution of this Agreement shall be binding unless reduced
to writing and signed by representatives of these parties. The parties further
declare and represent that no promise, inducement or agreement not herein
expressed other than the Restructuring Agreement and the Concurrent Agreements
has been made to the undersigned, and that the terms and conditions of this
Agreement are contractual and not a mere recital.


 


15.                               Severability.
It is further understood and agreed that should any portion of this Agreement
be held invalid by operation of law or otherwise, the remaining portion shall
be given full force and effect and shall not in any way be affected thereby.


 


16.                               Governing
Law. This Agreement shall be interpreted in accordance with and
governed by the laws of the state of Illinois without regard to its conflicts
of laws principles.


 


17.                               Counterparts.
This Agreement may be executed by the parties in separate counterparts, each of
which when so executed and delivered shall be an original, but all such counterparts
shall together constitute but one and the same document. This Agreement shall
become effective when one or more counterparts have been signed by each party
and delivered to the other party. Counterparts may be effectively delivered by
facsimile, with original copies delivered as soon as practicable thereafter.


 










[ *  ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


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IN WITNESS WHEREOF, this
Agreement has been executed by each of the individual parties hereto on the day
first above written.


 


	
   

  	
  BAXTER CAPITAL CORPORATION

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Robert M. Davis

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ITS:

  	
  President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DATE:

  	
  2/1/05

  	
   

  
						



 


 


STATE OF ILLINOIS


COUNTY OF LAKE


 


Personally appeared before me, a notary public in and
for said State and County, Robert M. Davis, with whom I am personally
acquainted (or proved to me on the basis of satisfactory evidence), and who
acknowledged himself to be President of Baxter Capital Corporation, the within
named bargainor, and, that he, as such Person, executed the foregoing
instrument for the purposes therein contained, by signing the name of such
corporation by himself as President.


 


 


	
   

  	
  /s/ Sharon Goldstein

  	
   

  
	
   

  	
  Notary Public

  



 


My Commission Expires:


 


	
  August 14,
  2007

  	
   

  



 


 










[ *  ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


8





















 


	
   

  	
  CERUS CORPORATION

  
	
   

  	
   

  
	
   

  	
  BY:

  	
  /s/ Claes Glassell

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  ITS:

  	
  Claes Glassell,
  President and CEO

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  DATE:

  	
  February 1, 2005

  	
   

  
						



 


 


STATE OF California


COUNTY OF Contra Costa


 


On, 01 February 2005 before me, Marvin Everhardt, Jr.,
personally appeared Claes J. Glassell, proved to me on the basis of
satisfactory evidence to be the person whose name is subscribed to the within
instrument and acknowledged to me that he executed the same in his authorized
capacity and that by his signature on the instrument the person, or the entity
upon behalf of which the person acted, executed the instrument.


 


WITNESS my hand and official seal.


 


 


	
   

  	
  /s/ Marvin Everhardt,
  Jr.

  	
   

  
	
   

  	
  Notary Public

  
	
   

  	
   

  
	
  My Commission Expires:

  	
   

  
	
   

  	
   

  
	
  June 13, 2006

  	
   

  	
   

  
				



 


 










[ *  ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 


9





















 


EXHIBIT A


 


AMENDED
AND RESTATED NOTE


 


	
  $4,500,000.00

  	
  Chicago,
  Illinois

  
	
   

  	
  February     , 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.


 










[ *  ] = CERTAIN CONFIDENTIAL INFORMATION
CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.


 





















 


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:

  	
   

  	
   

  
	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
  Title:

  	
   

  	
   

  
						



 


 










[ *  ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED
IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY
WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.