Exhibit 10.36 

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**LOAN AND SECURITY AGREEMENT**

**THIS LOAN AND SECURITY AGREEMENT** (this “**Agreement**”) dated as of March 31, 2010 (the **“ClosingDate”**) between **OXFORD FINANCE CORPORATION** (“**Lender**”), and **CERUS CORPORATION**, a Delaware corporation (“**Borrower**”), provides the terms on which Lender shall lend to Borrower and Borrower shallrepay Lender. The parties agree as follows: 

 

Accounting terms not defined in this Agreement shall be construed following GAAP. Calculations and determinations must be made following GAAP. Capitalized terms not otherwise defined in this Agreementshall have the meanings set forth in Section 13. All other terms contained in this Agreement, unless otherwise indicated, shall have the meaning provided by the Code to the extent such terms are defined therein. 

 

**2.1 Promise to Pay**. Borrower hereby unconditionally promises to pay Lender the outstanding principal amount of all Credit Extensions and accrued and unpaid interest thereon and any other amountsdue hereunder as and when due in accordance with this Agreement. 

**2.1.1 Growth Capital Loan Facility.**

(a) Availability. Subject to the terms and conditions of this Agreement, on the Closing Date or as soon thereafter as practical,Lender shall make advances to Borrower (each, a “**Growth Capital Advance**” and collectively, the “**Growth Capital Advances**”) as follows: (i) on or as soon after the Closing Date as practical (the **“ClosingDate Advance”**), one (1) Growth Capital Advance in the amount Five Million Dollars ($5,000,000); and (ii) during the Tranche B Availability Period, an additional Growth Capital Advance in an aggregate amount not to exceed FiveMillion Dollars ($5,000,000) (the **“Tranche B Advance”**), provided Borrower demonstrates to Lender’s reasonable satisfaction prior thereto achievement of the Revenue Milestone. Once repaid, the Growth Capital Advances may not bere-borrowed. 

(b) Repayment. For each Growth Capital Advance, Borrower shall make monthly payments of interest only, inarrears commencing on the first day of the month following the month in which the Growth Capital Funding Date with respect to such Growth Capital Advance occurs and continuing thereafter on the first day of each successive calendar month during theGrowth Capital Interest Only Period. Commencing on the Growth Capital Amortization Date with respect to each Growth Capital Advance and continuing thereafter during the Growth Capital Repayment Period on the first day of each successive calendarmonth, Borrower shall make thirty (30) consecutive equal monthly payments of principal and interest in arrears, which would fully amortize such Growth Capital Advance. All unpaid principal and accrued and unpaid interest is due and payable infull on the Growth Capital Maturity Date with respect to such Growth Capital Advances. The Growth Capital Advances may only be prepaid in accordance with Sections 2.1.1(d) or 2.1.1(e). 

(c) Final Payment. At the end of the Growth Capital Repayment Period with respect to each Growth Capital Advance (or earlier asotherwise set forth herein), Borrower shall pay to Lender, in addition to the unpaid principal and accrued interest and all other amounts due on such date with respect to such Growth Capital Advance, an amount equal to the Final Payment on accountof such Growth Capital Advance. 

(d) Permitted Prepayment. Borrower shall have the option to prepay all, but not lessthan all, of each Growth Capital Advance made by Lender under this Agreement, provided Borrower, (i) provides written notice to Lender of its election to prepay such Growth Capital Advance at least five (5) days prior to such

   **CONFIDENTIAL**  **3/16/2011**
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prepayment, and (ii) pays, on the date of such prepayment (A) all outstanding principal plus accrued interest on such Growth Capital Advance, (B) the Final Payment with respect tosuch Growth Capital Advance, (c) the Unused Fee, if any, plus (D) all other sums that have become due and payable, including Lender Expenses, if any, and interest at the Default Rate with respect to any past due amounts. 

(e) Mandatory Prepayment Upon an Acceleration. If the Growth Capital Advances are accelerated following the occurrence of an Eventof Default, Borrower shall immediately pay to Lender an amount equal to the sum of: (i) all outstanding principal plus accrued and unpaid interest on the Growth Capital Advances, (ii) the Final Payment with respect to the Growth CapitalAdvances, (iii) the Unused Fee, if any, plus (iv) all other sums, if any, that shall have become due and payable, including interest at the Default Rate with respect to any past due amounts. 

**2.2 Payment of Interest on the Credit Extensions.**

(a) Interest Rate. Subject to Section 2.2(b), the principal amount outstanding under the Growth Capital Advances shall accrue interest at a fixed per annum rate equal to 12.04%, which interestshall be payable monthly, in arrears, in accordance with Section 2.2(e) below. 

(b) Default Rate. Immediately uponthe occurrence and during the continuance of an Event of Default, Obligations shall bear interest at a rate per annum which is five percentage points above the rate that is otherwise applicable thereto (the “**Default Rate**”). Paymentor acceptance of the increased interest rate provided in this Section 2.2(b) is not a permitted alternative to timely payment and shall not constitute a waiver of any Event of Default or otherwise prejudice or limit any rights or remedies ofLender. 

(c) 360-Day Year. Interest shall be computed on the basis of a 360-day year consisting of 12 30-day months.

(d) Debit of Accounts. Lender may debit the Designated Deposit Account (and, if an Event of Default has occurred andremains unwaived, any of Borrower’s accounts) through automatic debit of such accounts, Automated Clearinghouse (“ACH”) or other transfers, for principal and interest payments or any other amounts Borrower owes Lender when due. Thesedebits shall not constitute a set-off. 

(e) Payments. Unless otherwise provided, interest is payable monthly, inarrears, on the first calendar day of each month. Payments of principal and/or interest received after 12:00 p.m. Pacific time are considered received at the opening of business on the next Business Day. When a payment is due on a day that is not aBusiness Day, the payment is due the next Business Day and additional fees or interest, as applicable, shall continue to accrue. Unless an Event of Default has occurred and remains unwaived, Lender shall promptly apply all payments received to theObligations then due and owing. 

**2.3 Fees**. Borrower shall pay to Lender: 

(a) Facility Fee. A fully earned, non-refundable loan fee of One Hundred Thousand Dollars ($100,000) (the **“FacilityFee”**), receipt of which hereby is acknowledged by Lender; 

(b) Unused Fee. A one-time fee (the **“UnusedFee”**) in the amount of (i) two percent (2%) multiplied by (ii) $10,000,000 minus the aggregate amount of the Growth Capital Advances requested by Borrower prior to December 31, 2010; 

(c) Final Payment. The Final Payment when due in accordance with Section 2.1.1(c), 2.1.1(d) or 2.1.1(e); and 

   **CONFIDENTIAL**  **3/16/2011**
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(d) Lender Expenses. All Lender Expenses (including reasonable attorneys’ feesand expenses, plus expenses, for documentation and negotiation of this Agreement, in an aggregate amount not to exceed $100,000 through the Closing Date) incurred through and after the Closing Date, when due. 

 
 **3****CONDITIONS OF LOANS**
**3.1 Conditions Precedent to Initial Credit Extension**. Lender’s obligation to make the initial Credit Extension is subject tothe condition precedent that Borrower shall consent to or have delivered, in form and substance satisfactory to Lender, such documents, and completion of such other matters, as Lender may reasonably deem necessary or appropriate, including, withoutlimitation: 

(a) duly executed original signatures to the Loan Documents to which it is a party; 

(b) duly executed original signatures to the Control Agreements; 

(c) its Operating Documents and good standing certificates (or equivalents) of Borrower certified by the Secretary of State of the Statesof Delaware and California (and such other states and/or jurisdictions in which Borrower is qualified to do and or is doing business) as of a date no earlier than thirty (30) days prior to the Closing Date; 

(d) duly executed original signatures to the completed Borrowing Resolutions for Borrower; 

(e) the Dutch Organizational Documents; 

(f) the Deeds of Pledge; 

(g) the Commissionaire Agreement Amendment; 

(h) the Collateral Assignment; 

(i) a landlord’s consent executed in favor of Lender with respect to each of Borrower’s leased locations in Concord, California; 

(j) a bailee agreement executed in favor of Lender with respect to each holder of Borrower’s equipment, inventory or other assets,other than with respect to the Excluded Property; 

(k) the certificate(s) for the Shares, together with stock powers, dulyexecuted in blank by the applicable Borrower; 

(l) certified copies, dated as of a recent date, of financing statementsearches, as Lender shall request, accompanied by written evidence (including any UCC termination statements) that the Liens indicated in any such financing statements either constitute Permitted Liens or have been or, in connection with the initialCredit Extension, will be terminated or released; 

(m) an opinion of counsel to Borrower, in favor of Lender; 

(n) the Perfection Certificate executed by Borrower; 

(o) evidence satisfactory to Lender that the insurance policies required by Section 6.5 hereof are in full force and effect, together with appropriate evidence showing lender loss payable and/oradditional insured clauses or endorsements in favor of Lender; and 

(p) payment of the fees and Lender Expenses then due asspecified in Section 2.3 hereof. 

   **CONFIDENTIAL**  **3/16/2011**
**[ * ] =CERTAINCONFIDENTIALINFORMATIONCONTAINEDINTHISDOCUMENT, MARKEDBYBRACKETS, HASBEENOMITTEDANDFILEDSEPARATELYWITHTHE SECURITIESAND EXCHANGE COMMISSIONPURSUANTTO RULE 24b-2 OFTHE SECURITIES EXCHANGE ACTOF 1934, ASAMENDED.**

**3.2 Conditions Precedent to all Credit Extensions**. Lender’s obligation to makeeach Credit Extension, including the initial Credit Extension, is subject to the following: 

(a) Borrower shall have dulyexecuted and delivered to Lender (i) a Disbursement Letter, in the form attached hereto as Exhibit C; and (ii) a Promissory Note in the amount of such Credit Extension and substantially in the form attached hereto asExhibit D; 

(b) the representations and warranties in Section 5 shall be true in all material respects on theon the Growth Capital Funding Date of each Credit Extension; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof;and provided, further that those representations and warranties expressly referring to a specific date shall be true, accurate and complete in all material respects as of such date, and no Default or Event of Default shall have occurred and becontinuing or result from the Credit Extension. Each Credit Extension is Borrower’s representation and warranty on that date that the representations and warranties in Section 5 remain true in all material respects; provided, however, thatsuch materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referringto a specific date shall be true, accurate and complete in all material respects as of such date; and 

(c) in Lender’ssole discretion, there has not been a Material Adverse Change. 

**3.3 Covenant to Deliver.**Borrower agrees to deliver toLender each item required to be delivered to Lender under this Agreement as a condition to any Credit Extension. Borrower expressly agrees that a Credit Extension made prior to the receipt by Lender of any such item shall not constitute a waiver byLender of Borrower’s obligation to deliver such item, and any such Credit Extension in the absence of a required item shall be made in Lender’s sole discretion. 

**3.4 Procedures for Borrowing.**To obtain a Growth Capital Advance, Borrower must deliver to Lender a completed Disbursement Letter, in the form attached hereto as Exhibit C. On the GrowthCapital Funding Date, Lender shall credit and/or transfer (as applicable) to the Designated Deposit Account, an amount equal to the Growth Capital Advance. Lender may rely on any telephone notice given by a person whom Lender reasonably believes isa Responsible Officer. Borrower shall indemnify Lender for any loss Lender suffers due to such reliance.****

 
 **4****CREATION OF SECURITY INTEREST**
**4.1 Grant of Security Interest**. Borrower hereby grants Lender, to secure the payment and performance in full of all of the Obligations, a continuing security interest in, and pledges to Lender, theCollateral, wherever located, whether now owned or hereafter acquired or arising, and all proceeds and products thereof. Borrower represents, warrants, and covenants that the security interest granted herein is and shall at all times continue to bea first priority perfected security interest in the Collateral (subject only to Permitted Liens that may have superior priority to Lender’s Lien pursuant to the terms of this Agreement). If Borrower shall acquire a commercial tort claim (asdefined in the Code), Borrower shall promptly notify Lender in a writing signed by Borrower of the general details thereof (and further details as may be required by Lender) and grant to Lender in such writing a security interest therein and in theproceeds thereof, all upon the terms of this Agreement, with such writing to be in form and substance reasonably satisfactory to Lender. 

If this Agreement is terminated, Lender’s Lien in the Collateral shall continue until the Obligations (other than inchoate indemnity obligations) are repaid in full in cash. Upon payment in full incash of the Obligations (other than inchoate indemnity obligations) and at such time as Lender’s obligation to make Credit Extensions has terminated, Lender shall, at Borrower’s sole cost and expense, release its Liens in the Collateraland all rights therein shall revert to Borrower. 

   **CONFIDENTIAL**  **3/16/2011**
**[ * ] =CERTAINCONFIDENTIALINFORMATIONCONTAINEDINTHISDOCUMENT, MARKEDBYBRACKETS, HASBEENOMITTEDANDFILEDSEPARATELYWITHTHE SECURITIESAND EXCHANGE COMMISSIONPURSUANTTO RULE 24b-2 OFTHE SECURITIES EXCHANGE ACTOF 1934, ASAMENDED.**

**4.2 Authorization to File Financing Statements**. Borrower hereby authorizes Lender tofile financing statements, without notice to Borrower, with all appropriate jurisdictions to perfect or protect Lender’s interest or rights hereunder, including a notice that any disposition of the Collateral other than in accordance with thisAgreement, by either Borrower or any other Person, shall be deemed to violate the rights of Lender under the Code. Such financing statements shall indicate the Collateral as described on Exhibit A attached hereto. 

**4.3 Pledge of Collateral**. Borrower hereby pledges, assigns and grants to Lender a security interest in all the Shares, togetherwith all proceeds and substitutions thereof, all cash, stock and other moneys and property paid thereon, all rights to subscribe for securities declared or granted in connection therewith, and all other cash and noncash proceeds of the foregoing, assecurity for the performance of the Obligations. On the Closing Date, if the Shares are certificated or, if not then certificated, with ten (10) days of certification thereof, the certificate or certificates for the Shares will be delivered toLender, accompanied by an instrument of assignment duly executed in blank by Borrower. To the extent required by the terms and conditions governing the Shares, Borrower shall cause the books of each entity whose Shares are part of the Collateral andany transfer agent to reflect the pledge of the Shares. Upon the occurrence and during the continuance of an Event of Default hereunder, Lender may effect the transfer of any securities included in the Collateral (including but not limited to theShares) into the name of the Lender and cause new certificates representing such securities to be issued in the name of the Lender or its transferee. Borrower will execute and deliver such documents, and take or cause to be taken such actions, asLender may reasonably request to perfect or continue the perfection of Lender’s security interest in the Shares. Unless an Event of Default shall have occurred and be continuing and Lender shall have provided notice to Borrower, Borrower shallbe entitled to exercise any voting rights with respect to the Shares and to give consents, waivers and ratifications in respect thereof, provided that no vote shall be cast or consent, waiver or ratification given or action taken which would beinconsistent with any of the terms of this Agreement or which would constitute or create any violation of any of such terms. All such rights to vote and give consents, waivers and ratifications shall terminate with notice by Lender to Borrower uponthe occurrence and continuance of an Event of Default. 

 
 **5****REPRESENTATIONS AND WARRANTIES**
Borrower represents and warrants as follows: 

**5.1 Due Organization,Authorization; Power and Authority**. Borrower is duly existing and in good standing in its jurisdiction of formation and is qualified and licensed to do business and is in good standing in any jurisdiction in which the conduct of its business orits ownership of property requires that it be qualified except where the failure to do so could not reasonably be expected to have a material adverse effect on Borrower’s business. In connection with this Agreement, Borrower has delivered toLender a completed certificate signed by Borrower, entitled “Perfection Certificate”. Borrower represents and warrants to Lender that (a) Borrower’s exact legal name is that indicated on the Perfection Certificate and on thesignature page hereof; (b) Borrower is an organization of the type and is organized in the jurisdiction set forth in the Perfection Certificate; (c) the Perfection Certificate accurately sets forth Borrower’s organizationalidentification number or accurately states that Borrower has none; (d) the Perfection Certificate accurately sets forth Borrower’s place of business, or, if more than one, Borrower’s chief executive office as well as Borrower’smailing address (if different than its chief executive office); (e) Borrower (and none of its predecessors) has not, in the past five (5) years, changed its jurisdiction of formation, organizational structure or type, or any organizationalnumber assigned by its jurisdiction; and (f) all other information set forth on the Perfection Certificate pertaining to Borrower and its Subsidiaries is accurate and complete (it being understood and agreed that Borrower may from time to timeupdate certain information in the Perfection Certificate after the Closing Date to the extent permitted by one or more specific provisions in this Agreement). If Borrower is not now a Registered Organization but later becomes one, Borrower shallpromptly notify Lender of such occurrence and provide Lender with Borrower’s organizational identification number. 

Theexecution, delivery and performance by Borrower of the Loan Documents to which it is a party have been duly authorized, and do not (i) conflict with any of Borrower’s organizational documents, (ii) contravene, conflict with,constitute a default under or violate any material Requirement of Law, (iii) contravene, conflict or violate any applicable order, writ, judgment, injunction, decree, determination or award of any Governmental

   **CONFIDENTIAL**  **3/16/2011**
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Authority by which Borrower or any its Subsidiaries or any of their property or assets may be bound or affected, (iv) require any action by, filing, registration, or qualification with, orGovernmental Approval from, any Governmental Authority (except such Governmental Approvals which have already been obtained and are in full force and effect) or (v) constitute an event of default under any material agreement by which Borroweris bound. Borrower is not in default under any agreement to which it is a party or by which it is bound in which the default could reasonably be expected to have a material adverse effect on Borrower’s business. 

**5.2 Collateral**. Borrower has good title to, has rights in, and the power to transfer each item of the Collateral upon which itpurports to grant a Lien under the Loan Documents to which it is a party, free and clear of any and all Liens except Permitted Liens. Borrower does not have any deposit accounts other than the deposit accounts with Wells Fargo Bank and ABN AMRO, thedeposit accounts, if any, described in the Perfection Certificate delivered to Lender in connection herewith, or of which Borrower has given Lender notice and taken such actions as are necessary to give Lender a perfected security interest therein.

The Collateral is not in the possession of any third party bailee (such as a warehouse) except as otherwise provided in thePerfection Certificate. None of the components of the Collateral shall be maintained at locations other than as provided in the Perfection Certificate or as permitted pursuant to Section 7.2. In the event that Borrower, after the date hereof,intends to store or otherwise deliver any portion of the Collateral, other than Excluded Property, to a bailee, then Borrower will first receive the written consent of Lender and such bailee must execute and deliver a bailee agreement in form andsubstance satisfactory to Lender in its sole discretion. 

Borrower is the sole owner of the Intellectual Property which itowns or purports to own except for (a) non-exclusive licenses granted to its customers in the ordinary course of business, (b) over-the-counter software that is commercially available to the public and non-material inbound-licensedIntellectual Property, and (c) material Intellectual Property licensed to Borrower and noted on the Perfection Certificate. To the best of Borrower’s knowledge, each Patent which it owns or purports to own and which is material toBorrower’s business is valid and enforceable, and no part of the Intellectual Property which Borrower owns or purports to own and which is material to Borrower’s business has been judged invalid or unenforceable, in whole or in part. Tothe best of Borrower’s knowledge, no claim has been made that any part of the Intellectual Property violates the rights of any third party except to the extent such claim would not reasonably be expected to have a material adverse effect onBorrower’s business. Except as noted on the Perfection Certificate, Borrower is not a party to, nor is it bound by, any Restricted License. 

**5.3 Litigation**. Except as set forth in the Perfection Certificate, there are no actions or proceedings pending or, to the knowledge of the Responsible Officers, threatened in writing by or againstBorrower or any of its Subsidiaries involving more than Two Hundred Fifty Thousand Dollars ($250,000). 

**5.4 No MaterialDeviation in Financial Statements**. All consolidated financial statements for Parent and its Subsidiaries delivered to Lender fairly present in all material respects the Borrower’s consolidated financial condition and consolidated results ofoperations. There has not been any material deterioration in the Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Lender. 

**5.5 Solvency**. The fair salable value of Borrower’s assets (including goodwill minus disposition costs) exceeds the fair valueof its liabilities; Borrower is not left with unreasonably small capital after the transactions in this Agreement; and Borrower is able to pay its debts (including trade debts) as they mature. 

**5.6 Regulatory Compliance**. Borrower is not an “investment company” or a company “controlled” by an“investment company” under the Investment Company Act of 1940, as amended. Borrower is not engaged as one of its important activities in extending credit for margin stock (under Regulations X, T and U of the Federal Reserve Board ofGovernors). Borrower has complied in all material respects with the Federal Fair Labor Standards Act. Neither Borrower nor any of its Subsidiaries is a “holding company” or an “affiliate” of a “holding company” or a“subsidiary company” of a “holding company” as each term is defined and used in the Public Utility Holding 

   **CONFIDENTIAL**  **3/16/2011**
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Company Act of 2005. Borrower has not violated any laws, ordinances or rules, the violation of which could reasonably be expected to have a material adverse effect on its business. None ofBorrower’s or any of its Subsidiaries’ properties or assets has been used by Borrower or any Subsidiary or, to the best of Borrower’s knowledge, by previous Persons, in disposing, producing, storing, treating, or transporting anyhazardous substance other than legally. Borrower and each of its Subsidiaries have obtained all consents, approvals and authorizations of, made all declarations or filings with, and given all notices to, all Governmental Authorities that arenecessary to continue their respective businesses as currently conducted. 

**5.7 Subsidiaries; Investments**. Borrower doesnot own any stock, partnership interest or other equity securities except for Permitted Investments. 

**5.8 Tax Returns andPayments; Pension Contributions**. Borrower has timely filed all required tax returns and reports, and has timely paid all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower, except as permitted inthe next sentence. Borrower may defer payment of any contested taxes, provided that Borrower (a) in good faith contests its obligation to pay the taxes by appropriate proceedings promptly and diligently instituted and conducted,(b) notifies Lender in writing of the commencement of, and any material development in, the proceedings, (c) posts bonds or takes any other steps required to prevent the governmental authority levying such contested taxes from obtaining aLien upon any of the Collateral that is other than a “Permitted Lien”. Borrower is unaware of any claims or adjustments proposed for any of Borrower’s prior tax years which could result in additional taxes becoming due and payable byBorrower. Borrower has paid all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with their terms, as applicable, and Borrower has not withdrawn from participation in, and has not permittedpartial or complete termination of, or permitted the occurrence of any other event with respect to, any such plan which could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit GuarantyCorporation or its successors or any other governmental agency, as applicable. 

**5.9 Use of Proceeds**. Borrower shall usethe proceeds of the Credit Extensions solely as working capital and to fund its general business requirements and not for personal, family, household or agricultural purposes. 

**5.10 Shares.** Borrower has full power and authority to create a first lien on the Shares and no disability or contractual obligation exists that would prohibit Borrower from pledging the Sharespursuant to this Agreement. To Borrower’s knowledge, there are no subscriptions, warrants, rights of first refusal or other restrictions on transfer relative to, or options exercisable with respect to the Shares. The Shares have been and willbe duly authorized and validly issued, and are fully paid and non-assessable. To Borrower’s knowledge, the Shares are not the subject of any present or threatened suit, action, arbitration, administrative or other proceeding, and Borrower knowsof no reasonable grounds for the institution of any such proceedings. 

**5.11 Full Disclosure**. No written representation,warranty or other statement of Borrower in any certificate or written statement given to Lender, as of the date such representation, warranty, or other statement was made, taken together with all such written certificates and written statementsgiven to Lender, contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained in the certificates or statements not misleading (it being recognized by Lender that the projections,forecasts and forward-looking statements provided by Borrower in good faith and based upon reasonable assumptions are not viewed as facts and that actual results during the period or periods covered by such projections and forecasts may differ fromthe projected or forecasted results). 

 
 **6****AFFIRMATIVE COVENANTS**
Borrower shall do all of the following: 

**6.1**Government Compliance.

   **CONFIDENTIAL**  **3/16/2011**
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(a) Maintain its and all its Subsidiaries’ legal existence and good standing in theirrespective jurisdictions of formation and maintain qualification in each jurisdiction in which the failure to so qualify would reasonably be expected to have a material adverse effect on Borrower’s business or operations. Borrower shall comply,and have each Subsidiary comply, with all laws, ordinances and regulations to which it is subject, noncompliance with which could reasonably be expected to have a material adverse effect on Borrower’s business. 

(b) Obtain all of the Governmental Approvals necessary for the performance by Borrower of its obligations under the Loan Documents towhich it is a party and the grant of a security interest to Lender in all of its property. Borrower shall promptly provide copies of any such obtained Governmental Approvals to Lender. 

**6.2 Financial Statements, Reports, Certificates.**Deliver to Lender: ****

(a) Monthly Financial Statements. As soon as available, but no later than (i) forty-five (45) days after the last day ofeach January, and (ii) thirty (30) days after the last day of each month other than (x) January and (y) the last month of each fiscal quarter, a company prepared consolidated and consolidating balance sheet and income statementcovering Borrower’s and each of its Subsidiary’s operations for such month certified by a Responsible Officer and in a form reasonably acceptable to Lender; 

(b) Quarterly Financial Statements. As soon as available, but no later than forty-five (45) days after the last day of each of the first three quarters of Borrower’s fiscal year, acompany prepared consolidated financial statements prepared under GAAP, consistently applied, certified by a Responsible Officer and in a form acceptable to Lender; 

(c) Annual Audited Financial Statements. As soon as available, but no later than ninety (90) days after the last day of Borrower’s fiscal year, audited consolidated financial statementsprepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm acceptable to Lender in its reasonable discretion; 

(d) Compliance Certificates. Concurrently with the delivery of any financial statements pursuant to clauses (a), (b) and(c), a duly completed Compliance Certificate signed by a Responsible Officer, certifying that as of the end of such period, Borrower was in full compliance with all of the terms and conditions of this Agreement, and setting forth such otherinformation as Lender shall reasonably request; 

(e) Other Statements. Within five (5) days of delivery, copies ofall statements, reports and notices made available to Borrower’s security holders or to any holders of Subordinated Debt; 

(f) SEC Filings. Within five (5) days of filing, copies of all periodic and other reports, proxy statements and othermaterials filed by Borrower with the SEC, any Governmental Authority succeeding to any or all of the functions of the SEC or with any national securities exchange, or distributed to its shareholders, as the case may be. Documents required to bedelivered pursuant to the terms hereof (to the extent any such documents are included in materials otherwise filed with the SEC) may be delivered electronically and if so delivered, shall be deemed to have been delivered on the date on whichBorrower posts such documents, or provides a link thereto, on Borrower’s website on the Internet at Borrower’s website address; 

(g) Annual Financial Projections. Within 45 days after the end of each fiscal year, annual financial projections for the following fiscal year (on a quarterly basis) as approved by Borrower’sboard of directors, together with any related business forecasts used in the preparation of such annual financial projections; 

(h) Legal Action Notice. A prompt report of any legal actions pending or threatened in writing against Borrower or any of itsSubsidiaries that could result in damages or costs to Borrower or any of its Subsidiaries of, individually or in the aggregate, $250,000 or more; and 

   **CONFIDENTIAL**  **3/16/2011**
**[ * ] =CERTAINCONFIDENTIALINFORMATIONCONTAINEDINTHISDOCUMENT, MARKEDBYBRACKETS, HASBEENOMITTEDANDFILEDSEPARATELYWITHTHE SECURITIESAND EXCHANGE COMMISSIONPURSUANTTO RULE 24b-2 OFTHE SECURITIES EXCHANGE ACTOF 1934, ASAMENDED.**

(i) Other Financial Information. Budgets, sales projections, operating plans andother financial information reasonably requested by Lender. Without limiting the foregoing, Borrower shall deliver to Lender, concurrently with the delivery of any financial statements pursuant to clauses (a), (b) and (c), above, a copy ofthe bank and/or investment account statements issued by or otherwise available from each institution at which Borrower or any Subsidiary maintains any Collateral Account. 

**6.3 Inventory; Returns**. Keep all Inventory in good and marketable condition, free from material defects. Returns and allowances between Borrower and its Account Debtors shall follow Borrower’scustomary practices as they exist (or substantially similar to such practices as conducted) at the Closing Date. Borrower must promptly notify Lender of all returns, recoveries, disputes and claims that involve more than Two Hundred Fifty ThousandDollars ($250,000). 

**6.4 Taxes; Pensions**. Timely file, and require Borrower to timely file, all required tax returnsand reports and timely pay, and require Borrower to timely file, all foreign, federal, state and local taxes, assessments, deposits and contributions owed by Borrower, except for deferred payment of any taxes contested pursuant to the terms ofSection 5.9 hereof, and shall deliver to Lender, on demand, appropriate certificates attesting to such payments, and pay all amounts necessary to fund all present pension, profit sharing and deferred compensation plans in accordance with theirterms. 

**6.5 Insurance**. Keep its, and cause Borrower to keep its respective business and the Collateral insured forrisks and in amounts standard for companies in Borrower’s industry and locations and as Lender may reasonably request. Insurance policies shall be in a form, with companies, and in amounts that are reasonably satisfactory to Lender. Allproperty policies shall have a lender’s loss payable endorsement showing Lender as lender loss payee and waive subrogation against Lender, and all liability policies shall show, or have endorsements showing, Lender as an additional insured. Allpolicies (or the loss payable and additional insured endorsements) shall provide that the insurer shall give Lender at least twenty (20) days notice before canceling, amending, or declining to renew its policy. At Lender’s request,Borrower shall deliver certified copies of policies and evidence of all premium payments. If Borrower or Borrower fails to obtain insurance as required under this Section 6.5 or to pay any amount or furnish any required proof of payment tothird persons and Lender, Lender may make all or part of such payment or obtain such insurance policies required in this Section 6.5, and take any action under the policies Lender reasonably deems prudent. 

**6.6 Operating Accounts.**

(a) Maintain all of its and all of its domestic Subsidiaries’ operating and other deposit accounts and securities accounts with Wells Fargo Bank, in each case subject to Control Agreements in favorof and in form and substance reasonably acceptable to Lender. 

(b) Provide Lender five (5) days prior written noticebefore establishing any Collateral Account at or with any bank or financial institution other than Wells Fargo Bank. For each Collateral Account that Borrower at any time maintains, Borrower shall cause the applicable bank or financial institutionat or with which any Collateral Account is maintained to execute and deliver a Control Agreement or other appropriate instrument with respect to such Collateral Account to perfect Lender’s Lien in such Collateral Account in accordance with theterms hereunder. The provisions of the previous sentence shall not apply to deposit accounts exclusively used for payroll, payroll taxes and other employee wage and benefit payments to or for the benefit of Borrower’s employees and identifiedto Lender by Borrower as such. 

(c) Without limiting the foregoing, neither Borrower nor any Affiliate of Borrower shallestablish any Collateral Account, foreign or domestic, other than subject to Control Agreements, or other appropriate instrument with respect to such Collateral Account to perfect Lender’s Lien in such Collateral Account, in favor of and inform and substance reasonably acceptable to Lender, into which Borrower’s cash or Cash Equivalents are credited or otherwise maintained; provided that Cerus B.V. shall be permitted to maintain accounts with ABN AMRO numbered [ * ], not subjectto Control Agreements (or similar) provided the aggregate amount in 

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such accounts shall not exceed 120% of (i) Cerus BV’s immediately preceding month’s operating expenses plus (ii) any amounts representing 2% of the commission on gross salespaid by Borrower to Cerus BV as set forth in the Commissionaire Agreement, at any time. Notwithstanding the foregoing, in no event shall Cerus BV’s operating expenses exceed 200% of Cerus BV’s operating expenses for the immediatelypreceding 12 calendar month period, calculated as of the end of each calendar month for such 12 calendar month period then ended. 

**6.7 Performance to Plan; Revenues.**(a) Borrower’s actual revenues, on a trailing 6-month basis during calendar year 2010, shall be at least eighty percent (80%) of projectedrevenues, as set forth in Annex I hereto; and (b) Borrower’s actual revenues, determined in accordance with GAAP, shall be at least €5,700,000 quarterly, after 2010 and for the duration of the term of this Agreement. 

**6.8 Protection of Intellectual Property Rights.**

(a)(i) Use commercially reasonable efforts to protect, defend and maintain the validity and enforceability of its Intellectual Property; (ii) promptly advise Lender in writing of materialinfringements of its Intellectual Property; and (iii) not allow any Intellectual Property material to Borrower’s business to be abandoned, forfeited or dedicated to the public without Lender’s written consent. 

(b) Provide written notice to Lender within ten (10) days of entering or becoming bound by any Restricted License (other thanover-the-counter software that is commercially available to the public). Borrower shall take such commercially reasonable steps as Lender requests to obtain the consent of, or waiver by, any person whose consent or waiver is necessary for(i) any Restricted License entered into after the date hereof, other than in connection with the BioOne Transaction, to be deemed “Collateral” and for Lender to have a security interest in it that might otherwise be restricted orprohibited by law or by the terms of any such Restricted License, whether now existing or entered into in the future, and (ii) with respect to any Restricted License entered into after the date hereof, other than in connection with the BioOneTransaction, Lender to have the ability in the event of a liquidation of any Collateral to dispose of such Collateral in accordance with Lender’s rights and remedies under this Agreement and the other Loan Documents. 

**6.9 Litigation Cooperation**. From the date hereof and continuing through the termination of this Agreement, make available toLender, without expense to Lender, Borrower and its officers, employees and agents and Borrower’s books and records, to the extent that Lender may deem them reasonably necessary to prosecute or defend any third-party suit or proceedinginstituted by or against Lender with respect to any Collateral or relating to Borrower. 

**6.10 Notices of Litigation andDefault.** Borrower will give prompt written notice to Lender of any litigation or governmental proceedings pending or threatened (in writing) against Borrower which would reasonably be expected to have a material adverse effect with respect toBorrower. Without limiting or contradicting any other more specific provision of this Agreement, promptly (and in any event within three (3) Business Days) upon Borrower (or any officer thereof) becoming aware of the existence of any Event ofDefault or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default, Borrower shall give written notice to Lender of such occurrence, which such notice shall include a reasonably detailed descriptionof such Event of Default or event which, with the giving of notice or passage of time, or both, would constitute an Event of Default. 

**6.11 Formation or Acquisition of Subsidiaries**. At the time that Borrower or any Subsidiary forms any direct or indirect Subsidiary or acquires any direct or indirect Subsidiary after the ClosingDate, Borrower and such Subsidiary shall (a) cause each such new Subsidiary to provide to Lender a joinder to this Agreement to cause such Subsidiary to become a guarantor or co-borrower hereunder, or provide Lender alternative securitysatisfactory to Lender in its reasonable discretion, together with such appropriate financing statements and/or Control Agreements, all in form and substance reasonably satisfactory to Lender (including being sufficient to grant Lender a firstpriority Lien (subject to Permitted Liens) in and to the assets of such newly formed or acquired Subsidiary); and/or, in Lender’s reasonable discretion, (b) provide to Lender appropriate certificates and powers and financing statements,pledging all of the Shares of such new Subsidiary, in form and substance satisfactory to Lender; and 

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(c) provide to Lender all other documentation in form and substance satisfactory to Lender, including one or more opinions of counsel satisfactory to Lender, which in its opinion isappropriate with respect to the execution and delivery of the applicable documentation referred to above. Any document, agreement, or instrument executed or issued pursuant to this Section 6.11 shall be a Loan Document. 

**6.12 Further Assurances**. Execute any further instruments and take further action as Lender reasonably requests to perfect orcontinue Lender’s Lien in the Collateral or to effect the purposes of this Agreement and the other Loan Documents. Deliver to Lender, within five (5) days after the same are sent or received, copies of all correspondence, reports,documents and other filings with any Governmental Authority regarding compliance with or maintenance of Governmental Approvals or Requirements of Law or that could reasonably be expected to have a material effect on any of the Governmental Approvalsor otherwise on the operations of Borrower. 

 
 **7****NEGATIVE COVENANTS**
Borrower shall not do any of the following without Lender’s prior written consent: 

**7.1 Dispositions**. Convey, sell, lease, transfer or otherwise dispose of (collectively, “**Transfer**”), or permitBorrower to Transfer, all or any part of its business or property, except for Transfers (a) of Inventory in the ordinary course of business; (b) of worn-out or obsolete Equipment; and (c) in connection with Permitted Liens andPermitted Investments; (d) of non-exclusive licenses for the use of the property of Borrower or its Subsidiaries in the ordinary course of business, on commercially reasonable terms and approved by Borrower’s Board of Directors; and(e) of exclusive licenses that are not exclusive as to any territory within the United States or Europe and that could not result in a legal transfer of title of the licensed property; and (f) the BioOne Transaction. It is understood thata distribution agreement which may include a license to sell and/or use trademarks (but which does not include the right to make products) is not considered a Transfer. 

**7.2 Changes in Business, Management, Control, or Business Locations**. (a) Engage in or permit Borrower to engage in any business other than the businesses currently (and in the manner) engagedin by Borrower, as applicable, or reasonably related or incidental thereto; (b) liquidate or dissolve; or (c) (i) any Key Person ceases to hold such office with Borrower and a replacement or interim replacement satisfactory toBorrower’s Board of Directors is not made within ninety (90) days after such Key Person’s departure from Borrower, or (ii) permit or suffer any Change in Control. Borrower shall not, without at least fifteen (15) days priorwritten notice to Lender: (1) add any new offices or business locations, including warehouses (unless such new offices or business locations contain only Excluded Property), (2) change its jurisdiction of organization, (3) change itsorganizational structure or type, (4) change its legal name, or (5) change any organizational number (if any) assigned by its jurisdiction of organization. 

**7.3 Mergers or Acquisitions.**Merge or consolidate, or permit Borrower to merge or consolidate, with any other Person, or acquire, or permit Borrower to acquire, all or substantially all of thecapital stock or property of another Person; provided however, that a Subsidiary may merge or consolidate into another Subsidiary or into Borrower.****

**7.4 Indebtedness**. Create, incur, assume, or be liable for any Indebtedness, or permit Borrower to do so, other than Permitted Indebtedness. 

**7.5 Encumbrance**. Create, incur, allow, or suffer any Lien on any of the Collateral, or assign or convey any right to receiveincome, including the sale of any Accounts, or permit any of its Subsidiaries to do so, except for Permitted Liens, permit any Collateral not to be subject to the first priority security interest granted herein, or enter into any agreement,document, instrument or other arrangement (except with or in favor of Lender) with any Person which directly or indirectly prohibits or has the effect of prohibiting Borrower or any Subsidiary from assigning, mortgaging, pledging, granting asecurity interest in or upon, or encumbering any of Borrower’s or any Subsidiary’s Intellectual Property, except as is otherwise permitted in Sections 6.8(b) and 7.1 hereof and the definition of “Permitted Liens” herein.

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**7.6 Maintenance of Collateral Accounts**. Maintain any Collateral Account exceptpursuant to the terms of Section 6.6(b) hereof. 

**7.7 Distributions; Investments**. (a) Pay any dividends ormake any distribution or payment or redeem, retire or purchase any capital stock other than Permitted Distributions; or (b) directly or indirectly acquire or own any Person, or make any Investment in any Person, other than PermittedInvestments, or permit any of its Subsidiaries to do so. 

**7.8 Transactions with Affiliates**. Directly or indirectlyenter into or permit to exist any material transaction with any Affiliate of Borrower, except for (a) sales of equity securities to existing investors, incurrence of Subordinated Debt owed to existing investors and other transactions that arein the ordinary course of Borrower’s business, upon fair and reasonable terms (when viewed in the context of any series of transactions of which it may be a part, if applicable) that are no less favorable to Borrower than would be obtained inan arm’s length transaction with a non-affiliated Person; or (b) transactions among Borrower and its Subsidiaries and among Borrower’s Subsidiaries so long as no Event of Default exists or could reasonably be expected to resulttherefrom. 

**7.9 Subordinated Debt**. (a) Make or permit any payment on any Subordinated Debt, except under the termsof the subordination, intercreditor, or other similar agreement to which such Subordinated Debt is subject, or (b) amend any provision in any document relating to the Subordinated Debt which would increase the amount thereof or adversely affectthe subordination thereof to Obligations owed to Lender. 

**7.10 Compliance**. Become an “investment company” ora company controlled by an “investment company”, under the Investment Company Act of 1940, as amended, or undertake as one of its important activities extending credit to purchase or carry margin stock (as defined in Regulation U of theBoard of Governors of the Federal Reserve System), or use the proceeds of any Credit Extension for that purpose; fail to meet the minimum funding requirements of ERISA, permit a Reportable Event or Prohibited Transaction, as defined in ERISA, tooccur; fail to comply with the Federal Fair Labor Standards Act or violate any other law or regulation, if the violation could reasonably be expected to have a material adverse effect on Borrower’s business, or permit any of its Subsidiaries todo so; withdraw or permit any Subsidiary to withdraw from participation in, permit partial or complete termination of, or permit the occurrence of any other event with respect to, any present pension, profit sharing and deferred compensation planwhich could reasonably be expected to result in any liability of Borrower, including any liability to the Pension Benefit Guaranty Corporation or its successors or any other governmental agency. 

**7.11 Indebtedness Payments**. (i) Prepay, redeem, purchase, defease or otherwise satisfy in any manner prior to the scheduledrepayment thereof any Indebtedness for borrowed money (other than amounts due under this Agreement or due any Lender) or lease obligations, (ii) amend, modify or otherwise change the terms of any Indebtedness for borrowed money or leaseobligations so as to accelerate the scheduled repayment thereof or (iii) repay any notes to officers, directors or shareholders. 

**7.12 Cerus BV Accounts**. Allow Cerus BV to take any such action that results in the assignment, transfer, pledge, or other disposition of any of the following accounts established at ABN Amro: [ * ]or (ii) establish any other accounts other than accounts listed in this Section 7.12. In no event shall the aggregate balance of the accounts referenced in this Section 7.12 exceed (i) [ * ] in the calendar year 2010 or(ii) [ * ] in the calendar year 2011. 

**7.13 Commissionaire Agreement**. Amend or modify the CommissionaireAgreement. 

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 **8****EVENTS OF DEFAULT**
Any one of the following shall constitute an event of default (an “**Event of Default**”) under this Agreement: 

**8.1 Payment Default**. Borrower fails to (a) make any payment of principal or interest on any Credit Extension on its due date,or (b) pay any other Obligations within three (3) Business Days after such Obligations are due and payable (which three (3) day grace period shall not apply to payments due on the Growth Capital Maturity Date). During the cure period,the failure to cure the payment default is not an Event of Default (but no Credit Extension will be made during the cure period); 

**8.2 Covenant Default.**

(a) Borrower fails or neglects to perform anyobligation in Sections 6.2, 6.4, 6.5, 6.6 or 6.7, or violates any covenant in Section 7; or 

(b) Borrower fails orneglects to perform, keep, or observe any other term, provision, condition, covenant or agreement contained in this Agreement or any Loan Document to which it is a party, and as to any default (other than those specified in this Section 8)under such other term, provision, condition, covenant or agreement that can be cured, has failed to cure the default within ten (10) days after the occurrence thereof; provided, however, that if the default cannot by its nature be cured withinthe ten (10) day period or cannot after diligent attempts by Borrower be cured within such ten (10) day period, and such default is likely to be cured within a reasonable time, then Borrower shall have an additional period (which shall notin any case exceed thirty (30) days) to attempt to cure such default, and within such reasonable time period the failure to cure the default shall not be deemed an Event of Default (but no Credit Extensions shall be made during such cureperiod). Grace periods provided under this section shall not apply, among other things, to financial covenants or any other covenants set forth in subsection (a) above; 

**8.3 Material Adverse Change**. A Material Adverse Change occurs; 

**8.4Attachment; Levy; Restraint on Business**. (a) (i) The service of process seeking to attach, by trustee or similar process, any funds of Borrower or of any entity under control of Borrower (including a Subsidiary) on deposit or otherwisemaintained with Wells Fargo Bank, or (ii) a notice of lien, levy, or assessment is filed against any of Borrower’s assets by any government agency, and the same under subclauses (i) and (ii) hereof are not, within ten(10) days after the occurrence thereof, discharged or stayed (whether through the posting of a bond or otherwise); provided, however, no Credit Extensions shall be made during any ten (10) day cure period; or (b) (i) any materialportion of Borrower’s assets is attached, seized, levied on, or comes into possession of a trustee or receiver, or (ii) any court order enjoins, restrains, or prevents Borrower from conducting any part of its business; 

**8.5 Insolvency**. (a) Borrower is unable to pay its debts (including trade debts) as they become due or otherwise becomesinsolvent; (b) Borrower begins an Insolvency Proceeding; or (c) an Insolvency Proceeding is begun against Borrower and not dismissed or stayed within forty five (45) days (but no Credit Extensions shall be made while of any of theconditions described in clause (a) exist and/or until any Insolvency Proceeding is dismissed); 

**8.6 OtherAgreements**. There is a default in any agreement to which Borrower is a party with a third party or parties resulting in a right by such third party or parties, whether or not exercised, to accelerate the maturity of any Indebtedness in an amountin excess of One Hundred Fifty Thousand Dollars ($150,000) or that could have a material adverse effect on Borrower’s business; 

**8.7 Judgments**. One or more judgments, orders, or decrees for the payment of money in an amount, individually or in the aggregate, of at least One Hundred Thousand Dollars ($100,000) (not covered byindependent third-party insurance as to which liability has been accepted by such insurance carrier) shall be rendered against 

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Borrower and shall remain unsatisfied, unvacated, or unstayed for a period of twenty (20) days after the entry thereof (provided that no Credit Extensions will be made prior to thesatisfaction, vacation, or stay of such judgment, order, or decree); 

**8.8 Misrepresentations**. Borrower or any Personacting for Borrower makes any representation, warranty, or other statement now or later in this Agreement, any Loan Document or in any writing delivered to Lender or to induce Lender to enter this Agreement or any Loan Document, and suchrepresentation, warranty, or other statement is incorrect in any material respect when made; 

**8.9 Subordinated Debt**. Adefault or breach occurs under any agreement between Borrower and any creditor of Borrower that signed a subordination, intercreditor, or other similar agreement with Lender, or any creditor that has signed such an agreement with Lender breaches anyterms of such agreement; 

**8.10 Governmental Approvals**. Any Governmental Approval shall have been (a) revoked,rescinded, suspended, modified in an adverse manner or not renewed in the ordinary course for a full term or (b) subject to any decision by a Governmental Authority that designates a hearing with respect to any applications for renewal of anyof such Governmental Approval or that could result in the Governmental Authority taking any of the actions described in clause (a) above, and such decision or such revocation, rescission, suspension, modification or non-renewal (i) has, orcould reasonably be expected to have, a Material Adverse Change, or (ii) adversely affects the legal qualifications of Borrower to hold such Governmental Approval in any applicable jurisdiction and such revocation, rescission, suspension,modification or non-renewal could reasonably be expected to affect the status of or legal qualifications of Borrower to hold any Governmental Approval in any other jurisdiction. 

 
 **9****LENDER’S RIGHTS AND REMEDIES**
**9.1 Rights and Remedies**. While an Event of Default occurs and continues Lender may, without notice or demand, do any or all of the following: 

(a) declare all Obligations immediately due and payable (but if an Event of Default described in Section 8.5 occurs all Obligationsare immediately due and payable without any action by Lender); 

(b) stop advancing money or extending credit forBorrower’s benefit under this Agreement or under any other agreement between Borrower and Lender; 

(c) settle or adjustdisputes and claims directly with Account Debtors for amounts on terms and in any order that Lender considers advisable, notify any Person owing Borrower money of Lender’s security interest in such funds, and verify the amount of such account;

(d) make any payments and do any acts it considers necessary or reasonable to protect the Collateral and/or its securityinterest in the Collateral. Borrower shall assemble the Collateral if Lender requests and make it available as Lender designates. Lender may enter premises where the Collateral is located, take and maintain possession of any part of the Collateral,and pay, purchase, contest, or compromise any Lien which appears to be prior or superior to its security interest and pay all expenses incurred. Borrower grants Lender a license to enter and occupy any of its premises, without charge, to exerciseany of Lender’s rights or remedies; 

(e) apply to the Obligations any (i) balances and deposits of Borrower itholds, or (ii) any amount held by Lender owing to or for the credit or the account of Borrower; 

(f) ship, reclaim,recover, store, finish, maintain, repair, prepare for sale, advertise for sale, and sell the Collateral. Lender is hereby granted a non-exclusive, royalty-free license or other right to use, without charge, Borrower’s labels, Patents,Copyrights, mask works, rights of use of any name, trade secrets, trade names, Trademarks, service marks, and advertising matter, or any similar property as it pertains to the Collateral, in completing production of, advertising for sale, andselling any Collateral and, in connection with Lender’s exercise 

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of its rights under this Section, Borrower’s rights under all licenses and all franchise agreements inure to Lender’s benefit; 

(g) place a “hold” on any account maintained with Lender and/or deliver a notice of exclusive control, any entitlement order,or other directions or instructions pursuant to any Control Agreement or similar agreements providing control of any Collateral; 

(h) demand and receive possession of Borrower’s Books; and 

(i) exercise allrights and remedies available to Lender under the Loan Documents or at law or equity, including all remedies provided under the Code (including disposal of the Collateral pursuant to the terms thereof). 

**9.2 Power of Attorney**. Borrower hereby irrevocably appoints Lender as its lawful attorney-in-fact, exercisable upon the occurrenceand during the continuance of an Event of Default, to: (a) endorse Borrower’s name on any checks or other forms of payment or security; (b) sign Borrower’s name on any invoice or bill of lading for any Account or drafts againstAccount Debtors; (c) settle and adjust disputes and claims about the Accounts directly with Account Debtors, for amounts and on terms Lender determines reasonable; (d) make, settle, and adjust all claims under Borrower’s insurancepolicies; (e) pay, contest or settle any Lien, charge, encumbrance, security interest, and adverse claim in or to the Collateral, or any judgment based thereon, or otherwise take any action to terminate or discharge the same; and(f) transfer the Collateral into the name of Lender or a third party as the Code permits. Borrower hereby appoints Lender as its lawful attorney-in-fact to sign Borrower’s name on any documents necessary to perfect or continue theperfection of Lender’s security interest in the Collateral regardless of whether an Event of Default has occurred until all Obligations (other than inchoate indemnity obligations) have been satisfied in full and Lender is under no furtherobligation to make Credit Extensions hereunder. Lender’s foregoing appointment as Borrower’s attorney in fact, and all of Lender’s rights and powers, coupled with an interest, are irrevocable until all Obligations (other than inchoateindemnity obligations) have been fully repaid and performed and Lender’s obligation to provide Credit Extensions terminates. 

**9.3 Protective Payments**. If Borrower fails to obtain the insurance called for by Section 6.5 or fails to pay any premium thereon or fails to pay any other amount which Borrower is obligated topay under this Agreement or any other Loan Document, Lender may obtain such insurance or make such payment, and all amounts so paid by Lender are Lender Expenses and immediately due and payable, bearing interest at the then highest applicable rate,and secured by the Collateral. Lender will make reasonable efforts to provide Borrower with notice of Lender obtaining such insurance at the time it is obtained or within a reasonable time thereafter. No payments by Lender are deemed an agreement tomake similar payments in the future or Lender’s waiver of any Event of Default. 

**9.4 Application of Payments andProceeds**. Borrower shall not have any right to specify the order or the accounts to which Lender shall allocate or apply any payments required to be made by Borrower to Lender or otherwise received by Lender under this Agreement when any suchallocation or application is not specified elsewhere in this Agreement. If an Event of Default has occurred and is continuing, Lender may apply any funds in its possession, whether from Borrower account balances, payments, proceeds realized as theresult of any collection of Accounts or other disposition of the Collateral, or otherwise, to the Obligations in such order as Lender shall determine in its sole discretion. Any surplus shall be paid to Borrower or other Persons legally entitledthereto; Borrower shall remain liable to Lender for any deficiency. If Lender, in its good faith business judgment, directly or indirectly enters into a deferred payment or other credit transaction with any purchaser at any sale of Collateral,Lender shall have the option, exercisable at any time, of either reducing the Obligations by the principal amount of the purchase price or deferring the reduction of the Obligations until the actual receipt by Lender of cash therefor. 

**9.5 Lender’s Liability for Collateral**. So long as Lender complies with reasonable practices regarding the safekeeping of theCollateral in the possession or under the control of Lender, Lender shall not be liable or responsible for: (a) the safekeeping of the Collateral; (b) any loss or damage to the Collateral; (c) any

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diminution in the value of the Collateral; or (d) any act or default of any carrier, warehouseman, bailee, or other Person. The Borrower bears all risk of loss, damage or destruction of theCollateral. 

**9.6 No Waiver; Remedies Cumulative**. Lender’s failure, at any time or times, to require strictperformance by Borrower of any provision of this Agreement or any other Loan Document shall not waive, affect, or diminish any right of Lender thereafter to demand strict performance and compliance herewith or therewith. No waiver hereunder shall beeffective unless signed by Lender and then is only effective for the specific instance and purpose for which it is given. Lender’s rights and remedies under this Agreement and the other Loan Documents are cumulative. Lender has all rights andremedies provided under the Code, by law, or in equity. Lender’s exercise of one right or remedy is not an election, and shall not preclude Lender from exercising any other remedy under this Agreement or other remedy available at law or inequity, and Lender’s waiver of any Event of Default is not a continuing waiver. Lender’s delay in exercising any remedy is not a waiver, election, or acquiescence. 

**9.7 Demand Waiver**. Borrower waives demand, notice of default or dishonor, notice of payment and nonpayment, notice of any default, nonpayment at maturity, release, compromise, settlement,extension, or renewal of accounts, documents, instruments, chattel paper, and guarantees held by Lender on which Borrower is liable. 

 
 **10****NOTICES**
Allnotices, consents, requests, approvals, demands, or other communication by any party to this Agreement or any other Loan Document must be in writing and shall be deemed to have been validly served, given, or delivered: (a) upon the earlier ofactual receipt and three (3) Business Days after deposit in the U.S. mail, first class, registered or certified mail return receipt requested, with proper postage prepaid; (b) upon transmission, when sent by facsimile transmission;(c) one (1) Business Day after deposit with a reputable overnight courier with all charges prepaid; or (d) when delivered, if hand-delivered by messenger, all of which shall be addressed to the party to be notified and sent to theaddress, or facsimile number indicated below. Lender or Borrower may change its mailing address or facsimile number by giving the other party written notice thereof in accordance with the terms of this Section 10. 

 
If to Borrower:  
CERUS CORPORATION

2411Stanwell Drive (from the Closing Date through June 30, 2010)

2550 Stanwell Drive (from and after July 1, 2010)

Concord, CA 94520

Attn: Chief LegalOfficer

Fax: (925) 288-6116
If to Lender:  
OXFORD FINANCE CORPORATION

133 N. Fairfax Street

Alexandria, VA22314

Attn: Tim A. Lex, Chief Operating Officer

Fax: (703) 519-5225

 
 **11****CHOICE OF LAW, VENUE, JURY TRIAL WAIVER AND JUDICIAL REFERENCE**
California law governs the Loan Documents without regard to principles of conflicts of law. Borrower and Lender each submit to the exclusive jurisdiction of the State and Federal courts in San DiegoCounty, California; provided, however, that nothing in this Agreement shall be deemed to operate to preclude Lender from bringing suit or taking other legal action in any other jurisdiction to realize on the Collateral or any other security for theObligations, or to enforce a judgment or other court order in favor of Lender. Borrower expressly submits and consents in advance to such jurisdiction in any action or suit commenced in any such court, and Borrower hereby waives any objection thatit may have based upon lack of personal jurisdiction, improper venue, or forum non conveniens and hereby consents to the granting of such legal or equitable relief as is deemed appropriate by such

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court. Borrower hereby waives personal service of the summons, complaints, and other process issued in such action or suit and agrees that service of such summons, complaints, and other processmay be made by registered or certified mail addressed to Borrower at the address set forth in Section 10 of this Agreement and that service so made shall be deemed completed upon the earlier to occur of Borrower’s actual receipt thereof orthree (3) days after deposit in the U.S. mails, proper postage prepaid. 

**TO THE FULLEST EXTENT PERMITTED BY APPLICABLELAW, BORROWER AND LENDER EACH WAIVE THEIR RIGHT TO A JURY TRIAL OF ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE LOAN DOCUMENTS OR ANY CONTEMPLATED TRANSACTION, INCLUDING CONTRACT, TORT, BREACH OF DUTY AND ALL OTHERCLAIMS. THIS WAIVER IS A MATERIAL INDUCEMENT FOR BOTH PARTIES TO ENTER INTO THIS AGREEMENT. EACH PARTY HAS REVIEWED THIS WAIVER WITH ITS COUNSEL**. 

WITHOUT INTENDING IN ANY WAY TO LIMIT THE PARTIES’ AGREEMENT TO WAIVE THEIR RESPECTIVE RIGHT TO A TRIAL BY JURY, if the above waiver of the right to a trial by jury is not enforceable, the partieshereto agree that any and all disputes or controversies of any nature between them arising at any time shall be decided by a reference to a private judge, mutually selected by the parties (or, if they cannot agree, by the Presiding Judge of the SanDiego County, California Superior Court) appointed in accordance with California Code of Civil Procedure Section 638 (or pursuant to comparable provisions of federal law if the dispute falls within the exclusive jurisdiction of the federalcourts), sitting without a jury, in San Diego County, California; and the parties hereby submit to the jurisdiction of such court. The reference proceedings shall be conducted pursuant to and in accordance with the provisions of California Code ofCivil Procedure §§ 638 through 645.1, inclusive. The private judge shall have the power, among others, to grant provisional relief, including without limitation, entering temporary restraining orders, issuing preliminary and permanentinjunctions and appointing receivers. All such proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed. If during the course of any dispute, a party desires to seek provisional relief,but a judge has not been appointed at that point pursuant to the judicial reference procedures, then such party may apply to the San Diego County, California Superior Court for such relief. The proceeding before the private judge shall be conductedin the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings. The parties shall be entitled to discovery which shall be conducted in the same manner as it would be before a court under the rules ofdiscovery applicable to judicial proceedings. The private judge shall oversee discovery and may enforce all discovery rules and order applicable to judicial proceedings in the same manner as a trial court judge. The parties agree that the selectedor appointed private judge shall have the power to decide all issues in the action or proceeding, whether of fact or of law, and shall report a statement of decision thereon pursuant to the California Code of Civil Procedure § 644(a). Nothingin this paragraph shall limit the right of any party at any time to exercise self-help remedies, foreclose against collateral, or obtain provisional remedies. The private judge shall also determine all issues relating to the applicability,interpretation, and enforceability of this paragraph. 

 
 **12****GENERAL PROVISIONS**
**12.1 Successors and Assigns**. This Agreement binds and is for the benefit of the successors and permitted assigns of each party.Borrower may not assign this Agreement or any rights or obligations under it without Lender’s prior written consent (which may be granted or withheld in Lender’s discretion). Lender has the right, without the consent of or notice toBorrower, to sell, transfer, negotiate, or grant participation in all or any part of, or any interest in, Lender’s obligations, rights, and benefits under this Agreement and the other Loan Documents. 

**12.2 Indemnification**. Borrower agrees to indemnify, defend and hold Lender and its directors, officers, employees, agents,attorneys, or any other Person affiliated with or representing Lender (each, an “**Indemnified Person**”) harmless against: (a) all obligations, demands, claims, and liabilities (collectively, “**Claims**”) claimed orasserted by any other party in connection with the transactions contemplated by the Loan Documents; and (b) all losses or expenses (including Lender Expenses) in any way suffered, incurred, or paid by such Indemnified Person as a result of,following from, consequential to, or arising from transactions between 

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Lender and Borrower (including reasonable attorneys’ fees and expenses), except for Claims, expenses and/or losses directly caused by an Indemnified Person’s gross negligence or willfulmisconduct. 

**12.3 Time of Essence**. Time is of the essence for the performance of all Obligations in this Agreement.

**12.4 Severability of Provisions**. Each provision of this Agreement is severable from every other provision indetermining the enforceability of any provision. 

**12.5 Correction of Loan Documents**. Lender may correct patent errorsand fill in any blanks in this Agreement and the other Loan Documents consistent with the agreement of the parties, provided that Lender provides Borrower with written notice of such correction and allows Borrower at least ten (10) days toobject to such correction. In the event of such objection, such correction shall not be made to the Loan Documents except by an amendment signed by both Lender and Borrower. 

**12.6 Amendments in Writing; Integration**. All amendments to this Agreement must be in writing and signed by both Lender and Borrower. This Agreement and the Loan Documents represent the entireagreement about this subject matter and supersede prior negotiations or agreements. All prior agreements, understandings, representations, warranties, and negotiations between the parties about the subject matter of this Agreement and the LoanDocuments merge into this Agreement and the Loan Documents. 

**12.7 Counterparts**. This Agreement may be executed in anynumber of counterparts and by different parties on separate counterparts, each of which, when executed and delivered, are an original, and all taken together, constitute one Agreement. 

**12.8 Survival**. All covenants, representations and warranties made in this Agreement continue in full force until this Agreementhas terminated pursuant to its terms and all Obligations (other than inchoate indemnity obligations and any other obligations which, by their terms, are to survive the termination of this Agreement) have been satisfied. The obligation of Borrower inSection 12.2 to indemnify Lender shall survive until the statute of limitations with respect to such claim or cause of action shall have run. 

**12.9 Confidentiality**. In handling any confidential information, Lender shall exercise the same degree of care that it exercises for its own proprietary information, but disclosure of informationmay be made: (a) to Lender’s Subsidiaries or Affiliates; (b) to prospective transferees or purchasers of any interest in the Credit Extensions (provided, however, Lender shall use commercially reasonable efforts to obtain suchprospective transferee’s or purchaser’s agreement to the terms of this provision); (c) as required by law, regulation, subpoena, or other order; (d) to Lender’s regulators or as otherwise required in connection withLender’s examination or audit; (e) as Lender reasonably considers appropriate in exercising remedies under the Loan Documents; and (f) to third-party service providers of Lender so long as such service providers have executed aconfidentiality agreement with Lender with terms no less restrictive than those contained herein. Confidential information does not include information that either: (i) is in the public domain or in Lender’s possession when disclosed toLender, or becomes part of the public domain after disclosure to Lender through no fault of Lender; or (ii) is disclosed to Lender by a third party, if Lender does not know that the third party is prohibited from disclosing the information.

Lender may use confidential information for any purpose, including, without limitation, for the development of clientdatabases, reporting purposes, and market analysis, so long as Lender does not disclose Borrower’s identity or the identity of any person associated with Borrower unless otherwise expressly permitted by this Agreement. The provisions of theimmediately preceding sentence shall survive the termination of this Agreement. 

**12.10 Attorneys’ Fees, Costs andExpenses**. In any action or proceeding between Borrower and Lender arising out of or relating to the Loan Documents, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and other costs and expenses incurred, inaddition to any other relief to which it may be entitled. 

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**12.11 Electronic Execution of Documents**. The words “execution,”“signed,” “signature” and words of like import in any Loan Document shall be deemed to include electronic signatures or the keeping of records in electronic form, each of which shall be of the same legal effect, validity andenforceability as a manually executed signature or the use of a paper-based recordkeeping systems, as the case may be, to the extent and as provided for in any applicable law, including, without limitation, any state law based on the UniformElectronic Transactions Act. 

**12.12 Captions**. The headings used in this Agreement are for convenience only and shallnot affect the interpretation of this Agreement. 

**12.13 Construction of Agreement**. The parties mutually acknowledgethat they and their attorneys have participated in the preparation and negotiation of this Agreement. In cases of uncertainty this Agreement shall be construed without regard to which of the parties caused the uncertainty to exist. 

**12.14 Relationship**. The relationship of the parties to this Agreement is determined solely by the provisions of this Agreement.The parties do not intend to create any agency, partnership, joint venture, trust, fiduciary or other relationship with duties or incidents different from those of parties to an arm’s-length contract. 

**12.15 Third Parties**. Nothing in this Agreement, whether express or implied, is intended to: (a) confer any benefits, rightsor remedies under or by reason of this Agreement on any persons other than the express parties to it and their respective permitted successors and assigns; (b) relieve or discharge the obligation or liability of any person not an express partyto this Agreement; or (c) give any person not an express party to this Agreement any right of subrogation or action against any party to this Agreement. 

 
 **13****DEFINITIONS**
**13.1 Definitions**. As used in the Loan Documents, the word “shall” is mandatory, the word “may” is permissive,the word “or” is not exclusive, the words “includes” and “including” are not limiting, the singular includes the plural, and numbers denoting amounts that are set off in brackets are negative. As used in this Agreement,the following capitalized terms have the following meaning: 

“**Account**” is any “account” as definedin the Code with such additions to such term as may hereafter be made, and includes, without limitation, all accounts receivable and other sums owing to Borrower. 

****“**Account Debtor**” is any “account debtor” as defined in the Code with such additions to such term as may hereafter be made.****

“**Affiliate**” is, with respect to any Person, each other Person that owns or controls directly or indirectly the Person,any Person that controls or is controlled by or is under common control with the Person, and each of that Person’s senior executive officers, directors, partners and, for any Person that is a limited liability company, that Person’smanagers and members. 

“**Agreement**” is defined in the preamble hereof. 

**“BioOne”** is BioOne Corporation. 

****“**BioOne Transaction**” is the acquisition by Borrower of certain assets of BioOne on substantially the terms set forth in that certain Non-Binding Term Sheet dated March 17,2010, by and between Borrower and BioOne and delivered to Lender (the “BioOne Term Sheet”); provided that the BioOne Transaction shall be an “all stock” (or, at least, “non-cash”) transaction.****

“**Borrower**” is defined in the preamble hereof. 

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“**Borrower’s Books**” are all Borrower’s books and records includingledgers, federal and state tax returns, records regarding Borrower’s assets or liabilities, the Collateral, business operations or financial condition, and all computer programs or storage or any equipment containing such information.

****“**Borrowing Resolutions**” are, with respect to any Person, those resolutions adopted by suchPerson’s Board of Directors and delivered by such Person to Lender approving the Loan Documents to which such Person is a party and the transactions contemplated thereby, together with a certificate executed by its secretary on behalf of suchPerson certifying that (a) such Person has the authority to execute, deliver, and perform its obligations under each of the Loan Documents to which it is a party, (b) that attached as Exhibit A to such certificate is a true, correct, andcomplete copy of the resolutions then in full force and effect authorizing and ratifying the execution, delivery, and performance by such Person of the Loan Documents to which it is a party, (c) the name(s) of the Person(s) authorized toexecute the Loan Documents on behalf of such Person, together with a sample of the true signature(s) of such Person(s), and (d) that Lender may conclusively rely on such certificate unless and until such Person shall have delivered to Lender afurther certificate canceling or amending such prior certificate.****

“**Business Day**” is any day that isnot a Saturday, Sunday or a day on which Lender is, or Banks in California are, closed. 

**“Cash Equivalents”**means (a) marketable direct obligations issued or unconditionally guaranteed by the United States or any agency or any State thereof having maturities of not more than one (1) year from the date of acquisition; (b) commercialpaper maturing no more than one (1) year after its creation and having the highest rating from either Standard & Poor’s Ratings Group or Moody’s Investors Service, Inc.; (c) Lender’s certificates of deposit issuedmaturing no more than one (1) year after issue; and (d) money market funds at least ninety-five percent (95%) of the assets of which constitute Cash Equivalents of the kinds described in clauses (a) through (c) of thisdefinition. 

**“Cerus B.V.”** means Cerus Europe B.V., an entity organized under the laws of the Netherlands anda wholly-owned Subsidiary of Borrower. 

“**Change in Control**” means any event, transaction, or occurrence as aresult of which (a) any “person” (as such term is defined in Sections 3(a)(9) and 13(d)(3) of the Exchange Act), other than a trustee or other fiduciary holding securities under an employee benefit plan of Borrower, is or becomes abeneficial owner (within the meaning Rule 13d-3 promulgated under the Exchange Act), directly or indirectly, of securities of Borrower, representing forty percent (40%) or more of the combined voting power of Borrower’s then outstandingsecurities; or (b) during any period of twelve consecutive calendar months, individuals who at the beginning of such period constituted the Board of Directors of Borrower (together with any new directors whose election by the Board of Directorsof Borrower was approved by a vote of not less than two-thirds of the directors then still in office who either were directions at the beginning of such period or whose election or nomination for election was previously so approved) cease for anyreason other than death or disability to constitute a majority of the directors then in office. 

“**ClosingDate**” is defined in the preamble of this Agreement. 

**“Closing Date Advance”**is defined inSection 2.1.1(a) hereof. 

“**Code**” is the Uniform Commercial Code, as the same may, from time to time, beenacted and in effect in the State of California; provided, that, to the extent that the Code is used to define any term herein or in any Loan Document and such term is defined differently in different Articles or Divisions of the Code, thedefinition of such term contained in Article or Division 9 shall govern; provided further, that in the event that, by reason of mandatory provisions of law, any or all of the attachment, perfection, or priority of, or remedies with respect to,Lender’s Lien on any Collateral is governed by the Uniform Commercial Code in effect in a jurisdiction other than the State of California, the term “**Code**” shall mean the Uniform Commercial Code as enacted and in effect in suchother jurisdiction solely for purposes on the provisions thereof relating to such attachment, perfection, priority, or remedies and for purposes of definitions relating to such provisions. 

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“**Collateral**” is any and all properties, rights and assets of Borrowerdescribed on Exhibit A. 

“**Collateral Account**” is any Deposit Account, Securities Account, or CommodityAccount. 

**“Collateral Assignment”** is that certain Collateral Assignment of Commissionaire Agreement byBorrower in favor of Lender and acknowledged and agreed to by Cerus B.V., dated as of the Closing Date. 

**“Commissionaire Agreement”**is that certain Commissionaire Agreement between Borrower and Cerus B.V. dated as ofJanuary 1, 2007. 

**“Commissionaire Agreement Amendment”** is that certain First Amendment to CommissionaireAgreement between Borrower and Cerus B.V., dated on or about the Closing Date, in form and content acceptable to Lender. 

“**Commodity Account**” is any “commodity account” as defined in the Code with such additions to such term as mayhereafter be made. 

“**Compliance Certificate**” is that certain certificate in the form attached hereto asExhibit B. 

“**Contingent Obligation**” is, for any Person, any direct or indirect liability, contingentor not, of that Person for (a) any indebtedness, lease, dividend, letter of credit or other obligation of another such as an obligation directly or indirectly guaranteed, endorsed, co-made, discounted or sold with recourse by that Person, orfor which that Person is directly or indirectly liable; (b) any obligations for undrawn letters of credit for the account of that Person; and (c) all obligations from any interest rate, currency or commodity swap agreement, interest ratecap or collar agreement, or other agreement or arrangement designated to protect a Person against fluctuation in interest rates, currency exchange rates or commodity prices; but “Contingent Obligation” does not include endorsements in theordinary course of business. The amount of a Contingent Obligation is the stated or determined amount of the primary obligation for which the Contingent Obligation is made or, if not determinable, the maximum reasonably anticipated liability for itdetermined by the Person in good faith; but the amount may not exceed the maximum of the obligations under any guarantee or other support arrangement. 

“**Control Agreement**” is any control agreement entered into among the depository institution at which Borrower maintains a Deposit Account or the securities intermediary or commodityintermediary at which Borrower maintains a Securities Account or a Commodity Account, Borrower, and Lender pursuant to which Lender obtains control (within the meaning of the Code) over such Deposit Account, Securities Account, or Commodity Account.

“**Copyrights**” are any and all copyright rights, copyright applications, copyright registrations and likeprotections in each work or authorship and derivative work thereof, whether published or unpublished and whether or not the same also constitutes a trade secret. 

“**Credit Extension**” is any Growth Capital Advance, or any other extension of credit by Lender for Borrower’s benefit. 

**“Deeds of Pledge”** means that certain Agreement and Deed of First Right of Pledge, that certain Disclosed Deed of Pledgeof Bank Account Receivables and that certain Undisclosed Deed of Pledge of Moveable Assets, and such other documents or instruments reasonably determined by Lender to be necessary in connection therewith; each in form and content reasonablyacceptable to Lender. 

“**Default Rate**” is defined in Section 2.2(b). 

“**Deposit Account**” is any “deposit account” as defined in the Code with such additions to such term as mayhereafter be made. 

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“**Designated Deposit Account**” is Borrower’s deposit account, accountnumber [ * ], maintained with Wells Fargo Bank. 

“**Dollars***,*” “**dollars**” and“**$**” each mean lawful money of the United States. 

**“Dutch Organizational Documents”** is theArticles of Association, a copy of the shareholders’ register and the trade register of Cerus B.V., an Amendment to the Articles of Association (revised to permit the transfer of voting rights to a pledge) and such other documents relatedthereto as Lender may reasonably request. 

****“**Equipment**” is all “equipment” as defined in theCode with such additions to such term as may hereafter be made, and includes without limitation all machinery, fixtures, goods, vehicles (including motor vehicles and trailers), and any interest in any of the foregoing.****

“**ERISA**” is the Employee Retirement Income Security Act of 1974, and its regulations. 

“**Event of Default**” is defined in Section 8 hereof. 

**“Excluded Property”** means (i) illuminators placed with customers and scientists in the ordinary course of businessand (ii) other property with contract manufacturers having an aggregate value not exceeding $250,000 per location at any time. 

**“Facility Fee”** is defined in Section 2.3(a) hereof. 

**“Final Payment”** means, with respect to each Growth Capital Advance made, a fee (in addition to and not a substitutionfor any other payment due hereunder) in the amount of eight and one-half of one percent (8.50%) of such Growth Capital Advance. 

“**GAAP**” is generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified PublicAccountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other Person as may be approved by a significant segment of the accounting profession, which are applicable to thecircumstances as of the date of determination. 

“**General Intangibles**” is all “general intangibles”as defined in the Code in effect on the date hereof with such additions to such term as may hereafter be made, and includes without limitation, all Intellectual Property, claims, income and other tax refunds, security and other deposits, paymentintangibles, contract rights, options to purchase or sell real or personal property, rights in all litigation presently or hereafter pending (whether in contract, tort or otherwise), insurance policies (including without limitation key man, propertydamage, and business interruption insurance), payments of insurance and rights to payment of any kind. 

“**GovernmentalApproval**” is any consent, authorization, approval, order, license, franchise, permit, certificate, accreditation, registration, filing or notice, of, issued by, from or to, or other act by or in respect of, any Governmental Authority.

“**Governmental Authority**” is any nation or government, any state or other political subdivision thereof, anyagency, authority, instrumentality, regulatory body, court, central bank or other entity exercising executive, legislative, judicial, taxing, regulatory or administrative functions of or pertaining to government, any securities exchange and anyself-regulatory organization. 

“**Growth Capital Advance**” and “**Growth Capital Advances**” isdefined in Section 2.1.1(a). 

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**“Growth Capital Amortization Date**”**** means, (i) with respect tothe Closing Date Advance, February 1, 2011; and (ii) with respect to the Tranche B Advance, the first day of the first month which is at least two hundred fifty five (255) days after the date of such Tranche B Advance. 

**“Growth Capital Funding Date**” is any date on which a Growth Capital Advance is made to or on account of Borrower.

“**Growth Capital Interest Only Period**” means, for each Growth Capital Advance, the period of time commencingon its Growth Capital Funding Date through the day before the Growth Capital Amortization Date. 

“**Growth CapitalMaturity Date**” is, for (i) for the Closing Date Advance, the earlier of (a) August 1, 2013, or (b) such earlier date as the Closing Date Advance, any Growth Capital Advance or any portion of the Obligations isaccelerated, whether by prepayment or otherwise; and (2) for the Tranche B Advance, the earlier of (a) 29 months after the Growth Capital Amortization Date with respect to such Tranche B Advance or (b) such earlier date as the anyGrowth Capital Advance or any portion of the Obligations is accelerated, whether by prepayment or otherwise. 

“**GrowthCapital Repayment Period**” is a period of time equal to thirty (30) consecutive months commencing on the Growth Capital Amortization Date. 

“**Indebtedness**” is (a) indebtedness for borrowed money or the deferred price of property or services, such as reimbursement and other obligations for surety bonds and letters ofcredit, (b) obligations evidenced by notes, bonds, debentures or similar instruments, (c) capital lease obligations, and (d) Contingent Obligations. 

“**Indemnified Person**” is defined in Section 12.2. 

“**Insolvency Proceeding**” is any proceeding by or against any Person under the United States Bankruptcy Code, or any otherbankruptcy or insolvency law, including assignments for the benefit of creditors, compositions, extensions generally with its creditors, or proceedings seeking reorganization, arrangement, or other relief. 

“**Intellectual Property**” means all of Borrower’s right, title, and interest in and to the following: 

(a) its Copyrights, Trademarks and Patents; 

(b) any and all trade secrets and trade secret rights, including, without limitation, any rights to unpatented inventions, know-how, operating manuals; 

(c) any and all source code; 

(d) any and all design rights which may be available to Borrower; 

(e) any andall claims for damages by way of past, present and future infringement of any of the foregoing, with the right, but not the obligation, to sue for and collect such damages for said use or infringement of the Intellectual Property rights identifiedabove; and 

(f) all amendments, renewals and extensions of any of the Copyrights, Trademarks or Patents. 

“**Inventory**” is all “inventory” as defined in the Code in effect on the date hereof with such additions to suchterm as may hereafter be made, and includes without limitation all merchandise, raw materials, parts, supplies, packing and shipping materials, work in process and finished products, including without limitation such inventory as is temporarily outof Borrower’s custody or possession or in transit and including any returned goods and any documents of title representing any of the above. 

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“**Investment**” is any beneficial ownership interest in any Person (includingstock, partnership interest or other securities), and any loan, advance or capital contribution to any Person. 

“**KeyPerson**” is Claes Glassell, Chief Executive Officer; Kevin D. Green, Chief Accounting Officer; Laurance Corash, M.S., Chief Medical Officer; and William Greenman, Senior Vice President, Business Development & Marketing. 

“**Lender**” is defined in the preamble hereof. 

“**Lender Expenses**” are all audit fees and expenses, costs, and expenses (including reasonable attorneys’ fees and expenses) for preparing, amending, negotiating, administering,defending and enforcing the Loan Documents (including, without limitation, those incurred in connection with appeals or Insolvency Proceedings) or otherwise incurred with respect to Borrower. 

“**Lien**” is a claim, mortgage, deed of trust, levy, charge, pledge, security interest or other encumbrance of any kind,whether voluntarily incurred or arising by operation of law or otherwise against any property. 

“**LoanDocuments**” are, collectively, this Agreement, the Perfection Certificate, the Promissory Notes, the Deeds of Pledge, the Collateral Assignment, any other note, or notes or guaranties executed by Borrower or Borrower, and any other presentor future agreement between Borrower and/or for the benefit of Lender in connection with this Agreement, all as amended, restated, or otherwise modified. 

“**Material Adverse Change**” is (a) a material impairment in the perfection or priority of Lender’s Lien in the Collateral or in the value of such Collateral; (b) a materialadverse change in the business, operations, or condition (financial or otherwise) of Borrower; or (c) a material impairment of the prospect of repayment of any portion of the Obligations. 

“**Obligations**” are Borrower’s obligation to pay when due any debts, principal, interest, Lender Expenses and otheramounts Borrower owes Lender now or later, whether under this Agreement, the Loan Documents, or otherwise, including, without limitation, all obligations relating to letters of credit (including reimbursement obligations for drawn and undrawnletters of credit), cash management services, and foreign exchange contracts, if any, and including interest accruing after Insolvency Proceedings begin and debts, liabilities, or obligations of Borrower assigned to Lender, and the performance ofBorrower’s duties under the Loan Documents. 

**“Operating Documents”** are, for any Person, suchPerson’s formation documents, as certified with the Secretary of State of such Person’s state of formation on a date that is no earlier than 30 days prior to the Closing Date, and, (a) if such Person is a corporation, its bylaws incurrent form, (b) if such Person is a limited liability company, its limited liability company agreement (or similar agreement), and (c) if such Person is a partnership, its partnership agreement (or similar agreement), each of theforegoing with all current amendments or modifications thereto. 

“**Patents**” means all patents, patentapplications and like protections including without limitation improvements, divisions, continuations, renewals, reissues, extensions and continuations-in-part of the same. 

“**Perfection Certificate**” is defined in Section 5.1. 

“**Permitted Distributions**” means: 

(a) purchases of capital stock from former employees, consultants and directors pursuant to repurchase agreements or other similar agreements in an aggregate amount not to exceed $100,000 in any fiscalyear, provided that at the time of such purchase no Default or Event of Default has occurred and is continuing; 

(b)distributions or dividends consisting solely of Borrower’s capital stock; 

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(c) purchases for value of any rights distributed in connection with any stockholder rightsplan; 

(d) purchases of capital stock or options to acquire such capital stock with the proceeds received from a substantiallyconcurrent issuance of capital stock or convertible securities; 

(e) purchases of capital stock pledged as collateral forloans to employees; and 

(f) purchases of capital stock in connection with the exercise of stock options or stock appreciationrights by way of cashless exercise or in connection with the satisfaction of withholding tax obligations. 

“**PermittedIndebtedness**” is: 

(a) Borrower’s Indebtedness to Lender under this Agreement and any other Loan Document;

(b)(i) any Indebtedness that does not exceed $100,000 in principal amount existing on the Closing Date, and (ii) anyIndebtedness in excess of $100,000 in principal amount existing on the Closing Date and shown on the Perfection Certificate; 

(c) Subordinated Debt; 

(d) unsecured Indebtedness to trade creditors incurred in the ordinary course of business; 

(e) capitalized leases and purchase money Indebtedness not to exceed $100,000 in the aggregate in any fiscal year which are either unsecured or secured by Permitted Liens; and 

(f) refinanced Permitted Indebtedness, provided that the amount of such Indebtedness is not increased except by an amount equal to areasonable premium or other reasonable amount paid in connection with such refinancing and by an amount equal to any existing, but unutilized, commitment thereunder. 

“**Permitted Investments**” are: 

(a) Investments shown on thePerfection Certificate and existing on the Closing Date; 

(b) Investments permitted by Borrower’s investment policy, asamended from time to time, provided that such investment policy (and any amendment thereto) has been approved by Lender; 

(c)Investments (i) by Borrower in Subsidiaries (other than Cerus B.V.) not to exceed $250,000 in the aggregate in any fiscal year; (ii) by Borrower in Cerus B.V. not to exceed $250,000 in the aggregate in any fiscal year; and (iii) bySubsidiaries in other Subsidiaries not to exceed $100,000 in the aggregate in any fiscal year or in Borrower; 

(d) Investmentsconsisting of Collateral Accounts in the name of Borrower or any Subsidiary so long as Lender has a first priority, perfected security interest in such Collateral Accounts; 

(e) Investments (including debt obligations) received in connection with the bankruptcy or reorganization of customers or suppliers and in settlement of delinquent obligations of, and other disputes with,customers or suppliers arising in the ordinary course of business; 

(f) Investments permitted by Section 7.3; and

(g) Investments in joint ventures or strategic alliances in the ordinary course of Borrower’s business consisting of thenon-exclusive licensing of technology, the development of technology or the providing of 

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technical support, provided that any cash investments by Borrower do not exceed $250,000 in the aggregate in any fiscal year. 

Notwithstanding the foregoing, Permitted Investments shall not include, and Borrower and each Subsidiary is prohibited from purchasing,purchasing participations in, entering into any type of swap or other equivalent derivative transaction, or otherwise holding or engaging in any ownership interest in any type of debt instrument, including, without limitation, any corporate ormunicipal bonds with a long-term nominal maturity for which the interest rate is reset through a dutch auction and more commonly referred to as an “auction rate security.” 

“**Permitted Liens**” are: 

(a)(i) Liens securing Permitted Indebtedness described under clause (b) of the definition of “Permitted Indebtedness”; (ii) Liens arising under this Agreement or other Loan Documents;and (iii); other existing Liens shown on the Perfection Certificate; 

(b) Liens for taxes, fees, assessments or othergovernment charges or levies, either not delinquent or being contested in good faith and for which Borrower maintains adequate reserves on its Books, provided that no notice of any such Lien has been filed or recorded under the InternalRevenue Code of 1986, as amended, and the Treasury Regulations adopted thereunder; 

(c) Liens (including with respect tocapital leases) (i) on property (including accessions, additions, parts, replacements, fixtures, improvements and attachments thereto, and the proceeds thereof) acquired or held by Borrower or its Subsidiaries incurred for financing suchproperty (including accessions, additions, parts, replacements, fixtures, improvements and attachments thereto, and the proceeds thereof) other than Accounts, Inventory, and Financed Equipment, or (ii) existing on property (and accessions,additions, parts, replacements, fixtures, improvements and attachments thereto, and the proceeds thereof) when acquired other than Accounts, Inventory, and Financed Equipment, if the Lien is confined to such property (including accessions,additions, parts, replacements, fixtures, improvements and attachments thereto, and the proceeds thereof); 

(d) Liens incurredin the extension, renewal or refinancing of the indebtedness secured by Liens described in (a) through (c), but any extension, renewal or replacement Lien must be limited to the property encumbered by the existing Lien and the principal amountof the indebtedness it secures may not increase; 

(e) leases or subleases of real property granted in the ordinary course ofBorrower’s business, and leases, subleases, non-exclusive licenses or sublicenses of personal property (other than Intellectual Property) granted in the ordinary course of Borrower’s business, if the leases, subleases, licenses andsublicenses do not prohibit granting Lender a security interest therein; 

(f) non-exclusive license of Intellectual Propertygranted to third parties in the ordinary course of business, and licenses of Intellectual Property that could not result in a legal transfer of title of the licensed property that may be exclusive in respects other than territory and that may beexclusive as to territory only as to discreet geographical areas outside of the United States; 

(g) leases or subleasesgranted in the ordinary course of Borrower’s business, including in connection with Borrower’s leased premises or leased property; 

(h) Liens in favor of other financial institutions arising in connection with Borrower’s deposit or securities accounts held at such institutions; 

(i) Liens of carriers, warehousemen, suppliers, or other Persons that are possessory in nature arising in the ordinary course of businessso long as such Liens attach only to Inventory, securing liabilities in the aggregate amount not to exceed $250,000 and which are not delinquent or remain payable without penalty or which 

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are being contested in good faith and by appropriate proceedings which proceedings have the effect of preventing the forfeiture or sale of the property subject thereto; 

(j) Liens to secure payment of workers’ compensation, employment insurance, old-age pensions, social security and other likeobligations incurred in the ordinary course of business (other than Liens imposed by ERISA); 

(k) rights of customers andscientists with respect to illuminators placed in the possession of such customers and scientists in the ordinary course of business; and 

(l) rights of BioOne described in clause (i) of the “Covenant” section of the BioOne Term Sheet. 

“**Person**” is any individual, sole proprietorship, partnership, limited liability company, joint venture, company, trust, unincorporated organization, association, corporation, institution,public benefit corporation, firm, joint stock company, estate, entity or government agency. 

**“PromissoryNotes”** means, collectively, the Promissory Note representing each Credit Extension, each of which is in substantially the form attached hereto as Exhibit D. 

“**Registered Organization**” is any “registered organization” as defined in the Code with such additions to such term as may hereafter be made 

“**Requirement of Law**” is as to any Person, the organizational or governing documents of such Person, and any law(statutory or common), treaty, rule or regulation or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of itsproperty is subject. 

****“**Responsible Officer**” is any of the Chief Executive Officer, President, ChiefFinancial Officer and Controller of Borrower. ****

“**Restricted License**” is any material license or otheragreement with respect to which Borrower is the licensee (a) that prohibits or otherwise restricts Borrower from granting a security interest in Borrower’s interest in such license or agreement or any other property, or (b) for whicha default under or termination of could interfere with the Lender’s right to sell any Collateral. 

**“RevenueMilestone”** is the achievement by Borrower of actual sales of at least 80% of projected sales, demonstrated to the reasonable satisfaction of Lender and measured against the projections attached hereto as Annex I; determined on a trailing6-month basis as reported in the then most recently delivered Compliance Certificate. 

“**Securities Account**”is any “securities account” as defined in the Code with such additions to such term as may hereafter be made. 

“**Shares**” means (i) sixty-five percent (65%) of the issued and outstanding capital stock, membership units orother securities owned or held of record by Borrower in any Subsidiary of Borrower which is not an entity organized under the laws of the United States or any territory thereof, and (ii) one hundred percent (100%) of the issued andoutstanding capital stock, membership units or other securities owned or held of record by Borrower in any Subsidiary of Borrower which is an entity organized under the laws of the United States or any territory thereof. 

“**Subordinated Debt**” is (a) Indebtedness incurred by Borrower subordinated to Borrower’s Indebtedness owed toLender and which is reflected in a written agreement in a manner and form reasonably acceptable to Lender and approved by Lender in writing, and (b) to the extent the terms of subordination do not change adversely to Lender, refinancings,refundings, renewals, amendments or extensions of any of the foregoing. 

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“**Subsidiary**” is, as to any Person, a corporation, partnership, limitedliability company or other entity of which shares of stock or other ownership interests having ordinary voting power (other than stock or such other ownership interests having such power only by reason of the happening of a contingency) to elect amajority of the board of directors or other managers of such corporation, partnership or other entity are at the time owned, or the management of which is otherwise controlled, directly or indirectly through one or more intermediaries, or both, bysuch Person. Unless the context otherwise requires, each reference to a Subsidiary herein shall be a reference to a Subsidiary of Borrower. 

“**Trademarks**” means any trademark and servicemark rights, whether registered or not, applications to register and registrations of the same and like protections, and the entire goodwill ofthe business of Borrower connected with and symbolized by such trademarks. 

**“Tranche B Advance”** is defined inSection 2.1.1(a) hereof. 

**“Tranche B Availability Period”** is the period from September 30, 2010 toDecember 31, 2010. 

“**Transfer**” is defined in Section 7.1 hereof. 

**“Unused Fee”** is defined in Section 2.3(b) hereof. 

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**[ * ] = CERTAINCONFIDENTIALINFORMATIONCONTAINEDINTHISDOCUMENT, MARKEDBYBRACKETS, HASBEENOMITTEDANDFILEDSEPARATELYWITHTHE SECURITIESAND EXCHANGE COMMISSIONPURSUANTTO RULE 24b-2OFTHE SECURITIES EXCHANGE ACTOF 1934, ASAMENDED.**

 
**IN WITNESS WHEREOF**, the parties hereto have caused this Agreement to be executedas of the Closing Date. 

BORROWER: 

CERUS CORPORATION 

 

By                                                                                           

 

Name:                                                                                    

 

Title:                                                                                       

 

LENDER:

 

OXFORD FINANCE CORPORATION

 

By                                                                                           

 

Name:                                                                                    

 

Title:                                                                                       

**[*****Signature Page to Loan and Security Agreement*****]**

**EXHIBIT A – COLLATERAL DESCRIPTION**

The Collateral consists of all of Borrower’s right, title and interest in and to the following personal property: 

All goods, Accounts (including health-care receivables), Equipment, Inventory, contract rights or rights to payment of money, leases,license agreements, franchise agreements, General Intangibles (except as provided below), commercial tort claims, documents, instruments (including any promissory notes), chattel paper (whether tangible or electronic), cash, deposit accounts,certificates of deposit, fixtures, letters of credit rights (whether or not the letter of credit is evidenced by a writing), securities, and all other investment property, supporting obligations, and financial assets, whether now owned or hereafteracquired, wherever located; and all Borrower’s Books relating to the foregoing, and any and all claims, rights and interests in any of the above and all substitutions for, additions, attachments, accessories, accessions and improvements to andreplacements, products, proceeds and insurance proceeds of any or all of the foregoing. 

Notwithstanding the foregoing, theCollateral does not include any of the following, whether now owned or hereafter acquired, (i) more than 65% of the presently existing and hereafter arising issued and outstanding shares of capital stock owned by Borrower of any Subsidiaryorganized outside the United Stats which shares entitle the holder thereof to vote for directors or any other matter; and (ii) any copyright rights, copyright applications, copyright registrations and like protections in each work of authorshipand derivative work, whether published or unpublished, any patents, patent applications and like protections, including improvements, divisions, continuations, renewals, reissues, extensions, continuations-in-part and Supplementary ProtectionCertificates (in effect in the European Union) of the same, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, and the goodwill of the business of Borrower connectedwith and symbolized thereby, know-how, operating manuals, trade secret rights, rights to unpatented inventions, and any claims for damage by way of any past, present, or future infringement of any of the foregoing; provided, however, the Collateralshall include all Accounts, license and royalty fees and other revenues, proceeds, or income arising out of or relating to any of the foregoing. 

Pursuant to the terms of a certain negative pledge arrangement with Lender, Borrower has agreed not to encumber any of its copyright rights, copyright applications, copyright registrations and likeprotections in each work of authorship and derivative work, whether published or unpublished, any patents, patent applications and like protections, including improvements, divisions, continuations, renewals, reissues, extensions, andcontinuations-in-part of the same, trademarks, service marks and, to the extent permitted under applicable law, any applications therefor, whether registered or not, and the goodwill of the business of Borrower connected with and symbolized thereby,know-how, operating manuals, trade secret rights, rights to unpatented inventions, and any claims for damage by way of any past, present, or future infringement of any of the foregoing, without Lender’s prior written consent. 

 
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**EXHIBIT B - COMPLIANCE CERTIFICATE**

 
TO: OXFORD FINANCE CORPORATION  Date:                     FROM: CERUS CORPORATION  
The undersigned authorized officer of CERUS CORPORATION (“Borrower”) certifies thatunder the terms and conditions of the Loan and Security Agreement between Borrower and Oxford Finance Corporation (the “Agreement”): 

(1) Borrower is in complete compliance for the period ending                      with allrequired covenants except as noted below; (2) there are no Events of Default; (3) all representations and warranties in the Agreement are true and correct in all material respects on this date except as noted below; provided, however, thatsuch materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, further that those representations and warranties expressly referringto a specific date shall be true, accurate and complete in all material respects as of such date; (4) Borrower, and each of its Subsidiaries, has timely filed all required tax returns and reports, and Borrower has timely paid all foreign,federal, state and local taxes, assessments, deposits and contributions owed by Borrower except as otherwise permitted pursuant to the terms of Section 5.8 of the Agreement; and (5) no Liens have been levied or claims made against Borrower(or any of its Subsidiaries) relating to unpaid employee payroll or benefits of which Borrower has not previously provided written notification to Lender. 

Attached are the required documents supporting the certification. The undersigned certifies that these are prepared in accordance with GAAP consistently applied from one period to the next except asexplained in an accompanying letter or footnotes. The undersigned acknowledges that no borrowings may be requested at any time or date of determination that Borrower is not in compliance with any of the terms of the Agreement, and that compliance isdetermined not just at the date this certificate is delivered. Capitalized terms used but not otherwise defined herein shall have the meanings given them in the Agreement. 

**Please indicate compliance status by circling Yes/No under “Complies” column.**

 

**Reporting Covenant**
  
**Required**
  
**Complies**
Monthly financial statements with Compliance Certificate  Monthly within 30 days (except as set forth in the Loan Agreement)  Yes     NoQuarterly financial statements with Compliance Certificate  Quarterly within 45 days  Yes     NoAnnual financial statement (CPA Audited) + CC  FYE within 90 days  Yes     No10-Q, 10-K and 8-K  Within 5 days after filing with SEC  Yes     No
 

**Financial Covenant**
  
**Required**
  
**Actual**
  
**Complies**

Performance to Plan; Revenues
  80% of Projected Revenues*       %  Yes     No
* [ *] 

The following are the exceptions with respect to the certification above: (If no exceptionsexist, state “No exceptions to note.”) 

 

 

 

 

 

 

 
 
CERUS CORPORATION

 

By:                                                                             

 

Name:                                                                        

 

Title:                                                                          
  
**LENDER USE ONLY**

 

Receivedby:                                                           

 

AUTHORIZED SIGNER

 

Date:                                                                          

 

Verified:                                                                   

 

AUTHORIZED SIGNER

 

Date:                                                                          

 

ComplianceStatus:         Yes        No

 
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**ANNEX I**

[ * ] 

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**EXHIBIT C**

**DISBURSEMENT LETTER**

Theundersigned, being the duly elected and acting President and CEO of **CERUS CORPORATION**, a Delaware corporation (“**Borrower**”), does hereby certify to **OXFORD FINANCE CORPORATION**, (“**Lender”)**in connectionwith that certain Loan and Security Agreement dated on or about the date hereof by and between Borrower and Lender (the “Loan Agreement”; with other capitalized terms used below having the meanings ascribed thereto in the Loan Agreement)that: 

 
 1.The representations and warranties made by Borrower in Section 5 of the Loan Agreement and in the other Loan Documents are true, correct and complete in allmaterial respects on the date hereof; provided, however, that such materiality qualifier shall not be applicable to any representations and warranties that already are qualified or modified by materiality in the text thereof; and provided, furtherthat those representations and warranties expressly referring to a specific date shall be true, correct and complete in all material respects as of such date. 
 
 2.No event or condition has occurred that would constitute an Event of Default under the Loan Agreement or any other Loan Document. 
 
 3.Borrower is in compliance in all material respects with the covenants and requirements contained in Sections 5, 6 and 7 of the Loan Agreement.
 
 4.All conditions referred to in Section 3 of the Loan Agreement to the making of the Initial Credit Extension to be made on or about the date hereof have beensatisfied. 
 
 5.No Material Adverse Change has occurred. 
 
 6.The proceeds for Growth Capital Advance shall be disbursed as follows: 
 

Disbursement from Lender:
   
Growth Capital Advance Amount
 $5,000,000.00  
Less:
   
Legal Fees and costs
 ($89,612.73)  
Balance of Facility Fee
 $0.00  
Net proceeds due from Lender to Borrower:
 **$4,910,387.27**  
 ****7.The aggregate proceeds shall be wired to Borrower as follows:****
 
Account Name:  Cerus CorporationBank Name:  Wells Fargo Bank, N.A.Bank Address:  
420 Montgomery

SanFrancisco, CA 94104
Account Number:  [ * ]ABA Number:  [* ]
Dated: March 31, 2010 

 

**BORROWER**:

**CERUS CORPORATION**

By                                                                                           

Name:                                                                                    

Title:                                                                                       

**LENDER**:

**OXFORD FINANCE CORPORATION**

By                                                                                           

Name:                                                                                    

Title:                                                                                       

 
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**EXHIBIT D**

**FORM OF SECURED PROMISSORY NOTE**

 
$[        ]  Dated:             , 2010
FOR VALUE RECEIVED, the undersigned, CERUS CORPORATION, a Delaware corporation (“Borrower”), HEREBY PROMISES TO PAY to theorder of OXFORD FINANCE CORPORATION (“Lender”) the principal amount of                     ($        ) or such lesser amount as shall equal the outstanding principal balance of the Growth Capital Advance made on the date hereof to Borrower by Lender pursuant to the Loan Agreement(defined below), and to pay all other amounts due with respect to the Growth Capital Advance on the dates and in the amounts set forth in the Loan Agreement. Capitalized terms, unless defined in this Secured Promissory Note (this “Note”),shall have the meaning given such capitalized term in the Loan Agreement. 

Principal, interest and all other amounts due withrespect to the Growth Capital Advance, are payable in lawful money of the United States of America to Lender as set forth in the Loan Agreement. The principal amount of this Note and the interest rate applicable thereto, and all payments made withrespect thereto, shall be recorded by Lender and, prior to any transfer hereof, endorsed on the grid attached hereto which is part of this Note. 

This Note is the Note referred to in, and is entitled to the benefits of, the Loan and Security Agreement, dated as of March 31, 2010, to which Borrower and Lender are parties (as amended from timeto time, the “Loan Agreement”). The Loan Agreement, among other things, (a) provides for the making of this secured Growth Capital Advance to Borrower, and (b) contains provisions for acceleration of the maturity hereof upon thehappening of certain stated events. 

This Note may not be prepaid except as provided in the Loan Agreement. This Note and theobligation of Borrower to repay the unpaid principal amount of the Growth Capital Advance, interest on the Growth Capital Advance and all other amounts due Lender under the Loan Agreement is secured under the Loan Agreement. 

Presentment for payment, demand, notice of protest and all other demands and notices of any kind in connection with the execution,delivery, performance and enforcement of this Note are hereby waived. 

Borrower shall pay all reasonable fees and expenses,including, without limitation, reasonable attorneys’ fees and costs, incurred by Lender in the enforcement or attempt to enforce any of Borrower’s obligations hereunder not performed when due. This Note shall be governed by, and construedand interpreted in accordance with, the laws of the State of California. 

**[*****Balance of Page Intentionally LeftBlank*****]**

IN WITNESS WHEREOF, the party hereto has caused this Note to be executed as of the first setforth above. 

 
**CERUS CORPORATION**
By:
 
 

Name:
 
 

Title
 
 

**[*****Signature Page to Secured Promissory Note*****]**

 
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**BORROWING RESOLUTIONS**

**CORPORATE BORROWING CERTIFICATE**

 
**BORROWER**:  **CERUS CORPORATION**  **DATE**:  March 31, 2010        **LENDER:**  **OXFORD FINANCE CORPORATION**  
I hereby certify as follows, as of the date set forth above: 

1. I am the Secretary, Assistant Secretary or other officer of Borrower. My title is as set forth below. 

2. Borrower’s exact legal name is set forth above. Borrower is a corporation existing under the laws of the State of Delaware. 

3. Attached hereto are true, correct and complete copies of Borrower’s Certificate of Incorporation (including amendments), as filed with theSecretary of State of the state in which Borrower is incorporated as set forth in paragraph 2 above. Such Certificate of Incorporation has not been amended, annulled, rescinded, revoked or supplemented, and remains in full force and effect as of thedate hereof. 

4. The following resolutions were duly and validly adopted by Borrower’s Board of Directors at a duly held meeting of suchdirectors (or pursuant to a unanimous written consent or other authorized corporate action). Such resolutions are in full force and effect as of the date hereof and have not been in any way modified, repealed, rescinded, amended or revoked, andLender may rely on them until Lender receives written notice of revocation from Borrower. 

In accordance with such resolutions,any one of the following officers or employees of Borrower, whose names, titles and signatures are below, may act on behalf of Borrower: 

 

Name
  
Title