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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                            ------------------------

                                  FORM 10-K/A

(MARK ONE)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
    OF 1934
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 2000

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

           FOR THE TRANSITION PERIOD FROM             TO

                         COMMISSION FILE NUMBER 0-19410

                                 HEMASURE INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S>                                            <C>
                   DELAWARE                                      04-3216862
        STATE OR OTHER JURISDICTION OF                        (I.R.S. EMPLOYER
        INCORPORATION OR ORGANIZATION                       IDENTIFICATION NO.)

               140 LOCKE DRIVE
          MARLBOROUGH, MASSACHUSETTS                               01752
   (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                      (ZIP CODE)
</TABLE>

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE (508) 490-9500

          SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:

<TABLE>
<CAPTION>
             TITLE OF EACH CLASS                 NAME OF EACH EXCHANGE ON WHICH REGISTERED
             -------------------                 -----------------------------------------
<S>                                            <C>
                     None                                           None
</TABLE>

          SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:

                     Common Stock, par value $.01 per share
                  -------------------------------------------
                                (TITLE OF CLASS)

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [X]  No [ ]

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K (sec.229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K.  [X]

     The aggregate market value of voting stock held by non-affiliates of the
registrant was $6,840,864 on March 2, 2001.

     Number of shares outstanding of the registrant's class of common stock as
of March 2, 2001: 19,903,589. Effective with the return of 1,011,692 shares of
common stock by Gambro Inc. in connection with the termination and release of
the supply and development agreement between the Company and Gambro Inc., there
will be 18,891,897 shares outstanding -- See Recent Events --

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<PAGE>   2

PURPOSE OF AMENDMENT

     HemaSure Inc. hereby amends, (i) Item 7 of Part II, (ii) Items 10, 11, 12
and 13 of Part III and (iii) Item 14 of Part IV of its Form 10-K Annual Report
for the fiscal year ended December 31, 2000, as filed with the Securities and
Exchange Commission on March 26, 2001 (the "10-K").

                                    PART II

ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATION

OVERVIEW

     The Company was established in December 1993 as a wholly-owned subsidiary
of Sepracor. Effective as of January 1, 1994, in exchange for 3,000,000 shares
of Common Stock, Sepracor transferred to the Company its technology relating to
the manufacture, use and sale of medical devices for the separation and
purification of blood, blood products and blood components and its membrane
filter design technologies.

     HemaSure develops and supplies innovative blood filtration technologies
designed to help meet today's increasing demand for a safer, more reliable blood
supply. The Company's blood filtration technologies are designed to reduce
virus-carrying white blood cells (leukocytes) in donated blood to nominal levels
(a process known as "leukoreduction").

     In June 1995, the Company received clearance from the United States Food
and Drug Administration (the "FDA") for the LeukoNet System, a medical device
designed for the removal of contaminating leukocytes from donated blood. Fiscal
1996 was the first full year of commercial sale of its LeukoNet System. In
February 1998, the Company determined to discontinue manufacturing the LeukoNet
System and focus on the completion of development and market introduction of its
next generation red cell filtration product, the r/ LS System.

     In May 1999, the Company received 510(k) clearance from the FDA to market
its r/LS System in the United States. In May 1999, the Company completed an
amended distribution and development agreement, with Gambro to act as the
Company's exclusive distributor of the Company's r/LS System worldwide, except
for sales to the ARC. In July 1999, the Company entered into a master purchase
agreement with the ARC that provided for the sale of the r/LS System by the
Company to the ARC on specified terms. The Company initiated sales of the r/LS
System in the United States in the third quarter 1999.

     In April 2000, the Company was notified that the ARC, the Company's largest
customer, was suspending use of the Company's r/LS System pending the outcome of
an investigation of a small number of non-critical adverse reactions in patients
who had received a transfusion of blood filtered with the r/LS. In September
2000, the Company was notified that the ARC terminated its supply contract for
the r/LS System based on the extended period of time taken to prove product
improvements resolved these reactions. The Company and the ARC are currently
negotiating a termination of the purchase contract and a release of any and all
claims that either party may have against the other, with certain exceptions.

     In March 2001, the Company signed a termination and release agreement with
Gambro BCT, effective November 2000, which ended the distribution and
development agreement. In consideration for the Company's inventory (net book
value at December 31, 2000 of $332,000) of products bearing Gambro's company
name, and by way of complete resolution of all issues now outstanding between
the Company and Gambro, Gambro agreed to return 1,011,692 shares of common stock
with a fair market value at closing of $332,000.

     The termination of the purchase contract by the ARC and the distribution
and development agreement with Gambro has had an adverse impact on the Company's
ability to generate revenues from the sale of the Company's r/LS product and on
the Company's supply contracts with manufacturers of key components to the r/LS.
It is uncertain at this time when and if the Company will resume selling the
r/LS products to its potential customers, if at all.

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<PAGE>   3

     All of the Company's other planned blood-related products are in the
research and development stage, and certain of these products may require
pre-clinical and clinical testing prior to submission of any regulatory
application for commercial use.

SALE OF THE NON-CASH ASSETS OF THE COMPANY

     On February 3, 2001, the Company agreed to sell substantially all of the
Company's non-cash assets to Whatman Bioscience Inc., a Massachusetts
corporation ("Whatman"), a wholly owned subsidiary of Whatman plc, an English
corporation ("Whatman plc") pursuant to the terms of an Asset Purchase Agreement
("Purchase Agreement") executed by the two companies. See Item 1. "Recent
Events".

     The obligations of the Company, Whatman and Whatman plc to consummate the
Asset Sale are subject to a number of customary conditions, including, among
others, approval and adoption of the Purchase Agreement by the affirmative vote
of the holders of a majority of the outstanding Shares entitled to vote thereon.

     It is currently anticipated that the Closing Date will occur on or as
promptly as practicable following the approval and adoption of the Purchase
Agreement by the Stockholders of the Company and the satisfaction or waiver of
all of the other conditions set forth in the Purchase Agreement. Either party
may terminate the Purchase Agreement if the closing does not occur by May 31,
2001. Accordingly, there can be no assurance as to if or when the Asset Sale
will be consummated.

     In connection with the sale of the non-cash assets, the Company expects to
realize a gain of approximately $3,500,000 after all anticipated costs and
expenses associated with the sale. The Company does not expect to incur a tax
liability in connection with the sale, as it believes it has sufficient federal
and state net operating loss carryforwards and tax credits to offset any gains
realized.

     Upon closing of the Purchase Agreement with Whatman, the Company is
expected to have approximately $17.5 million in a combination of cash, cash
equivalents, marketable securities and Whatman plc stock (based on current cash
and marketable securities levels, the Company's expected "burn rate" through
closing and the terms of the Purchase Agreement). In that regard, the Company is
in the preliminary stages of considering various strategic business combinations
and other transactions with a view toward further enhancing stockholder value
following the consummation of the sale of its assets and business to Whatman.

     In the event that the Asset Sale does not occur, the Company will consider
other business alternatives, including but not limited to, other business
combinations and a liquidation of the Company's assets. Given that any proceeds
from any such liquidation and any other cash on hand would be first used to pay
the Company's creditors and outstanding payables, and given certain legal
requirements that the Company maintain certain cash on hand for certain mandated
time periods, there is no assurance as to when, if ever, any proceeds from a
liquidation would be distributed to the Company's Stockholders. In certain
instances, if the Purchase Agreement is terminated, the Company will pay Buyer
certain fees.

RESULTS OF CONTINUING OPERATIONS

     Revenues were $3,219,000 in 2000, $805,000 in 1999 and $25,000 in 1998. The
majority of revenues in 2000, 1999 and 1998 were from the sale of the Company's
leukoreduction systems. In February 1998, the Company decided to discontinue the
manufacture and sale of its former leukoreduction filter, the LeukoNet System.
In September of 1999, the Company initiated sales in the United States of its
next generation red blood cell leukoreduction system, the r/LS System, which
accounts for the increase in revenues in 1999 from those in 1998 and the
increase in revenues in 2000 from those in 1999. In 2000, the ARC represented
50% of total revenues and Gambro represented 49% of total revenues. In 1999, the
ARC represented 66% of total revenues and Gambro represented 33% of total
revenues. In 1998 the ARC represented 53% of total revenues and another customer
represented 10% of total revenues.

     In September 2000, the Company was notified that the ARC terminated its
supply contract for the r/LS System based on the extended period of time taken
to prove product improvements resolved these reactions. The Company and the ARC
are currently negotiating a termination of the purchase contract and a release
of
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<PAGE>   4

any and all claims that either party may have against the other, with certain
exceptions. In March 2001, the Company signed a termination and release
agreement with Gambro BCT, effective November 2000, which ended the distribution
and development agreement. It is uncertain at this time when and if the ARC and
other potential customers of the Company will resume the purchase and use of the
r/LS System.

     The cost of products sold was $9,095,000 in 2000, $2,408,000 in 1999 and
$657,000 in 1998. Total cost of products sold exceeded total product sales in
all periods due to the high costs associated with new product manufacturing
start up and low volume production. Included in cost of products sold for fiscal
2000 are two charges totaling approximately $2,554,000 for product warranty and
inventory write-down. The first of these charges was a provision for product
warranty of $630,000. This warranty provision relates to the report to the
Company by the ARC of a small number of adverse reactions in patients transfused
with blood filtered with the Company's r/LS filter product as described in the
Overview above. The second charge was for the write-down of inventories of
$1,924,000. The Company's assessment of the future use and value of its existing
inventories, following the Company's only two existing customers decision to
terminate their Supply Agreements with the Company, determined that a write-down
was necessary to state the inventories at the lower of cost or market. The
Company incurred additional charges of $1,305,000 to terminate and amend certain
key contractual supply agreements, with Filtertek and Command as disclosed in
"Liquidity and Capital Resources."

     Research and development expenses were $4,450,000 in 2000, $2,681,000 in
1999 and $3,794,000 in 1998. The increase in 2000 from 1999 is primarily
attributable to costs associated with the formulation and design of process
alternatives to support the then expected increase in demand for the Company's
r/LS System, and the costs associated with investigating and studying potential
causes for the transfusion reactions reported by the ARC. The decrease in 1999
from 1998 is primarily attributable to costs associated with the development of
the Company's next generation red cell filtration system, the r/LS System, for
which a majority of the effort was expended in the 1998 period.

     Legal expenses related to patents were $1,134,000 in 2000, $1,361,000 in
1999 and $3,340,000 in 1998. The expenses in all three periods are primarily
related to costs associated with defending the Company's patent position in its
outstanding litigation with Pall Corporation. In 1998 the Company incurred
significant expenses in connection with expert witness and discovery-related
activities associated with its outstanding patent litigation with Pall. The
decrease in 2000 and 1999 from 1998 is due to a reduction in these costs as well
as from cooperation with Gambro BCT in connection with such costs consistent
with the Company's distribution and development agreement with Gambro. Due to
the termination and release agreement signed with Gambro BCT in March, 2001,
there can be no assurance that such costs will remain at the same level in
future periods. A substantial increase in such costs could have a material and
adverse effect on the Company's financial condition and future business and
operations. See "-- Litigation."

     Selling, general and administrative expenses were $4,191,000 in 2000,
$3,728,000 in 1999 and $4,201,000 in 1998. The increase in 2000 from 1999 is
primarily attributable to higher administrative personnel of $221,000, travel
and related costs of $41,000 and general professional services of $207,000 in
connection with the Company's expected increasing level of sales of its r/LS
System. The decrease in the amount expended in 1999 from 1998 is primarily due
to lower general professional services of $319,000 and costs associated with the
discontinuation of the Leukonet System.

     Other operating expenses in 2000 represents the Company's fixed asset
write-down of two production units to their net scrap value, as they will no
longer be used in the manufacturing process.

     Interest income in 2000, 1999 and 1998 primarily represents interest earned
on available cash and marketable securities balances during those periods.

     Interest expense decreased in 2000 compared to 1999 due primarily to the
completion of the amortization of deferred financing charges in September 2000,
the repayment of the revolving line of credit in September 2000 and a lower
average capital lease obligation balance. The increase in interest expense in
1999 compared to 1998 is primarily related to the amortization of deferred
financing charges and amounts

                                        4
<PAGE>   5

outstanding on the Company's line of credit which was outstanding for all of
1999 and only for approximately three months in 1998.

NEW ACCOUNTING STANDARDS

     In December 1999, the Securities and Exchange Commission ("SEC") issued SAB
No. 101, "Revenue Recognition in Financial Statements," as amended by SAB 101A
and 101B, which is effective no later than the quarter ended December 31, 2000.
SAB No. 101 clarifies the SEC's views regarding the recognition of revenue. The
Company adopted SAB No. 101 in fiscal 2000. The adoption of SAB No. 101 did not
have a significant impact on the Company's financial position or results of
operations.

     In September 2000, the FASB issued SFAS No. 140 "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities -- a
replacement of FASB Statement No. 125" ("SFAS 140"). SFAS 140 revises the
standards for accounting for securitizations and other transfers of financial
assets and collateral and requires certain disclosures, but it carries over most
of SFAS 125's provisions without reconsideration. This Statement is effective
for transfers and servicing of financial assets and extinguishments of
liabilities occurring after March 31, 2001. This Statement is effective for
recognition and reclassification of collateral and for disclosures relating to
securitization transactions and collateral for fiscal years ending after
December 15, 2000. The Company is currently analyzing this new standard.

     In March 2000, the FASB issued FASB Interpretation ("FIN") No. 44,
"Accounting for Certain Transactions Involving Stock Compensation -- an
Interpretation of APB Opinion No. 25." FIN No. 44 primarily clarifies (a) the
definition of an employee for purposes of applying APB Opinion No. 25, (b) the
criteria for determining whether a plan qualifies as a noncompensatory plan, (c)
the accounting consequence of various modifications to the terms of previously
fixed stock option awards and (d) the accounting for an exchange of stock
compensation awards in a business combination. The adoption of FIN No. 44 did
not have a significant impact on the Company's financial position or results of
operations.

     In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities," as
amended by SFAS No. 137 and SFAS No. 138, which establishes accounting and
reporting standards for derivative instruments and hedging activities. The
standard requires that the Company recognize all derivatives as either assets or
liabilities on the balance sheet and measure those instruments at fair value.
The Company, to date, has not engaged in derivative and hedging activities, and
accordingly does not believe that the adoption of SFAS No. 133 will have a
material impact on its financial statements and related disclosures. The Company
will adopt SFAS No. 133 as amended by SFAS No. 137 and SFAS No. 138 in fiscal
year 2001.

LITIGATION

     The Company is a defendant in a lawsuit brought by Pall Corporation
("Pall") regarding the Company's LeukoNet System, which is no longer made or
sold by the Company. In a complaint filed in November 1996, Pall alleged that
the manufacture, use and/or sale of the LeukoNet System infringed upon two
patents held by Pall. Pall dropped its allegations concerning infringement of
one of the patents and alleges only that the LeukoNet System infringed Pall's
U.S. Patent No. 4,952,572 (the " '572 Patent").

     With respect to the allegations concerning the '572 Patent, the Company
answered the complaint stating that the LeukoNet System does not infringe any
claim of the asserted patents. Further, the Company counterclaimed for
declaratory judgment of invalidity, noninfringement and unenforceability of the
'572 Patent. Pall amended its complaint to add Lydall, Inc., whose subsidiary
supplied the filter media for the LeukoNet System, as a co-defendant. The
Company filed for summary judgment of non-infringement, and Pall cross-filed for
summary judgement of infringement at the same time. Lydall, Inc. supported the
Company's motion for summary judgment of non-infringement, and filed a motion
for summary judgment that the asserted claims of the '572 patent are invalid as
a matter of law. Discovery has been completed in the action. The Court held a
hearing on the summary judgment motions on April 18, 2000. No decision has been
made on the motions.

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<PAGE>   6

     The Company and Gambro BCT, Inc. filed a complaint for declaratory relief
against Pall in the United States District Court of Colorado. The Company and
Gambro BCT seek declaratory relief that the '572 Patent, Pall's U.S. Patent No.
5,451,321 (the " '321 Patent") and Pall's U.S. Patent No.'s 5,229,012,
5,344,561, 5,501,795 and 5,863,436 are invalid and not infringed by the
Company's r/LS System and methods of using the r/LS System. Pall moved to
dismiss or transfer to the Eastern District of New York or, in the alternative,
to stay this action. The Company and Gambro BCT opposed Pall's motion. On July
16, 1999, the United States District Court of Colorado denied Pall's motion to
transfer or, in the alternative, to stay the action. On September 30, 1999, the
Court denied Pall's motion to dismiss the action. On October 20, 1999, Pall
submitted a counterclaim alleging that the Company's r/LS System infringes its
patents that are the subject of the lawsuit and that the Company and Gambro BCT
tortiously interfered and unfairly competed with Pall's business. The Company
and Gambro BCT replied to Pall's counterclaim and denied Pall's allegations of
tortious interference, unfair competition and patent infringement.

     On July 13, 2000, Pall filed a Complaint in the United States District
Court for the District of Colorado against the Company, Gambro BCT, Inc. and
Gambro AB alleging that the Company's r/LS system infringes Pall's U.S. Patent
No. 6,086,770 (the " '770 Patent"). On August 11, 2000, this action was
consolidated with the earlier declaratory relief action in the United States
District Court for the District of Colorado. The Company, Gambro BCT, Inc. and
Gambro AB answered the complaint, denied the allegations of infringement and
submitted a counterclaim alleging that Pall's '770 patent is invalid, not
infringed and unenforceable. In September 2000, Pall answered the counterclaim
and denied the allegations of noninfringement, invalidity and unenforceability.
Discovery is proceeding.

     On December 15, 2000, Pall filed a complaint against Filtertek, Inc.
("Filtertek") alleging that Filtertek, a manufacturer of the r/LS filter,
infringes the seven above-mentioned Pall patents. Filtertek answered the
complaint on January 31, 2001, denied Pall's allegations of infringement and
asserted that the claims of the Pall patents are invalid and/or unenforceable
and that Pall is estopped from asserting infringement against Filtertek by
reason of Pall's prior conduct with Filtertek. This action has been consolidated
with the other actions pending in Colorado. Discovery is now ongoing.

     On December 22, 2000, Gambro AB and Gambro BCT moved to dismiss the
consolidated actions based on a settlement agreement with Pall Corporation. On
January 10, 2001, the Court dismissed the action with respect to all claims
between Pall, Gambro BCT, and Gambro AB.

     On April 23, 1999, Pall filed a complaint against the Company and Gambro
BCT in the Eastern District of New York alleging that the Company's r/LS System
infringes Pall's '572 Patent and that the Company and Gambro BCT tortiously
interfered and unfairly competed with Pall's business. On May 19, 1999, Pall
amended its complaint and added Gambro, Gambro A.B. and Sepracor as defendants.
The Company and Gambro BCT have moved to dismiss, transfer or stay the action
and Pall has opposed the motion. On April 18, 2000, Pall moved, without
opposition from the defendants, to dismiss the action and the Court granted
Pall's motion.

     A prior lawsuit brought by Pall in February 1996 has concluded. In June
1999, the United States Court of Appeals for the Federal Circuit determined that
the LeukoNet System did not infringe claim 39 of the '321 Patent and Pall has
not appealed that decision.

     The Company has engaged patent counsel to investigate the pending
litigations. The Company believes, based upon its review of these matters, that
a properly informed court should conclude that the manufacture, use and/or sale
by the Company or its customers of the LeukoNet System and the r/LS System do
not infringe any valid enforceable claim of the Pall patents. However, there can
be no assurance that the Company will prevail in the pending litigations, and an
adverse outcome in a patent infringement action would have a material and
adverse effect on the Company's financial condition and future business and
operations, including the possibility of significant damages in the litigations
and an injunction against the sale of the r/LS System if the Company does not
prevail in the litigations.

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LIQUIDITY AND CAPITAL RESOURCES

     The net decrease in cash and cash equivalents in 2000 was $2,028,000. This
decrease is attributable primarily to net cash used in operating activities of
$16,216,000 and net cash used in investing activities of $6,822,000, offset in
part by net cash provided from financing activities of $21,010,000.

     Net cash used in operating activities is primarily attributable to the net
loss of $16,223,000, an increase in inventory of $3,423,000 and a decrease in
accounts payable of $588,000. This was offset in part by non-cash operating
charges for financing costs related to warrants of $725,000, depreciation and
amortization of $636,000, write-down of fixed asset charge of $425,000,
write-down of inventories of $1,944,000 and a decrease in accounts receivable of
$322,000. Net cash used in investing activities resulted principally from the
net purchase of available-for-sale marketable securities of $5,402,000 and the
acquisition of property and equipment of $1,420,000 in the period. Net cash
provided from financing activities relates primarily to the net proceeds from
the issuance of common stock of $26,111,000, the majority of which is due to the
Company's March 2000 private placement financing, offset in part by a $5,000,000
repayment of the Company's commercial line of credit.

     In March 2000, the Company completed a private placement financing yielding
gross proceeds of $27,975,000 in which institutional and corporate investors
purchased 3,730,000 shares of its common stock at a purchase price of $7.50 per
share. The Company has registered 2,551,320 of such shares for resale. The
Company has used the majority of the net proceeds of such financing, which
aggregated $25,791,000, for working capital, capital equipment and general
corporate purposes.

     In April 2000, the Company was notified that the ARC, the Company's largest
customer, was suspending use of the Company's r/LS System pending the outcome of
an investigation of a small number of non-critical adverse reactions in patients
who had received a transfusion of blood filtered with the r/LS. In September
2000, the Company was notified that the ARC terminated its supply contract for
the r/LS System after the completion of these studies. The extended period of
time taken to prove product improvements that resolve the reactions was the
basis for the termination. The Company and the ARC are currently negotiating a
termination of the purchase contract and a release of any and all claims that
either party may have against the other, with certain exceptions.

     In November 2000, the Company was notified that Gambro intended to
terminate its distribution and development contract with the Company and in
March 2001, signed a termination and release agreement with Gambro, effective
November 2000, which ended the distribution and development agreement. In
consideration for the Company's inventory (net book value at December 31, 2000
of $332,000) of products bearing Gambro's company name, and by way of complete
resolution of all issues now outstanding between the Company and Gambro, Gambro
agreed to return 1,011,692 shares of common stock with a fair market value at
closing of $332,000.

     The termination of the purchase contract by the ARC and the distribution
and development agreement with Gambro, has had an adverse impact on both the
Company's supply contracts with manufacturers of key components to the r/LS and
inventories it had built in anticipation of expected increased demand for the
Company's product.

     In September 2000, the Company agreed to pay Filtertek Inc. $525,000 in
connection with an amendment to its manufacturing supply agreement and in
December 2000 the Company agreed to pay Filtertek Inc. an additional $180,000 in
connection with a second amendment to its manufacturing supply agreement. No
commitments have been made to make such payments in the future. The agreement
contains minimum purchase requirements in future years, which if not met could
require the Company to purchase certain production equipment of the supplier as
defined in the agreement.

     In December 2000, the Company agreed to pay Command Medical Products Inc.
$600,000 in connection with the termination of its supply and assembly agreement
and release.

     On May 3, 1999, the Company completed a private placement financing with
Gambro. The stock subscription agreement, which the Company entered into with
Gambro in connection with this financing,

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<PAGE>   8

provided for an initial investment of $9,000,000 in exchange for 4,500,000
shares of the Company's Common Stock. The stock subscription agreement also
provided Gambro with an option to purchase additional shares of the Company's
Common Stock for up to an aggregate purchase price of $3,000,000 at any time
between August 3, 1999 and May 3, 2000 with the price per share of Common Stock
to be based upon the market price of the Company's Common Stock. In October
1999, Gambro exercised this option in full. In connection with the exercise of
this option, Gambro purchased 498,355 shares at a price of $6.02 per share. The
price and number of shares reflects the average price of HemaSure stock in the
30 days prior to the exercise date of October 5, 1999.

     In March 1999, Sepracor purchased an additional 1,333,334 shares in a
private placement of Common Stock of the Company for $1.50 per share and
received warrants to purchase an additional 667,000 shares at a price of $1.50
per share. The financing agreement contains certain registration rights and
warrant exercise provisions.

     In September 1998, the Company completed a $5 million revolving line of
credit arrangement with a commercial bank. In September 2000, the revolving line
of credit expired and the $5 million outstanding balance was repaid by the
Company in accordance with the agreement. The revolving line of credit was being
used to help finance the Company's working capital requirements and for general
corporate purposes. Amounts borrowed under the line bore interest at the bank's
prime lending rate plus  1/2% payable monthly in arrears. For the period ended
December 31, 2000, the Company recorded interest expense related to borrowings
under the line of $322,000.

     Sepracor guaranteed to repay amounts borrowed under the line of credit. In
exchange for the guarantee, the Company granted to Sepracor warrants to purchase
up to 1,700,000 shares of the Company's Common Stock at a price of $0.69 per
share. The warrants will expire in the year 2003 and have certain registration
rights associated with them. The Company placed a value of $1,938,000 on the
1,700,000 warrants as of the date of the final agreement and amortized this
deferred financing charge on a monthly basis over the term of the line of
credit. The Company amortized $725,000, $1,024,000 and $189,000 of this deferred
finance charge and recorded it as interest expense in the Consolidated
Statements of Operations for the periods ended December 31, 2000, 1999, and 1998
respectively.

     In March 1997, the Company exercised its right, under the lease arrangement
of its Marlborough, Massachusetts facility, to have a portion of its leasehold
improvements financed and received $140,000 in connection with this arrangement.
This amount will be repaid in 60 equal monthly installments at a rate of 12% per
annum. As of December 31, 2000, there was a balance of $43,000 remaining to be
paid on this note.

     In January 1997, the Company entered into a Restructuring Agreement with
respect to the indebtedness incurred by the Company in connection with its
acquisition of the plasma pharmaceutical business unit of Novo Nordisk. Pursuant
to the Restructuring Agreement, approximately $23,000,000 of indebtedness owed
to Novo Nordisk was restructured by way of issuance by the Company to Novo
Nordisk of a 12% convertible subordinated promissory note for a net amount,
after certain reductions and the forgiveness of a $3,000,000 amount, of
$8,687,000. On January 6, 1998, the Company converted the note, pursuant to its
terms, into shares of Common Stock at a conversion price of $10.50 per share, or
827,375 shares. The holder of the note initially contested the conversion of the
note, however, in March 2001, the holder surrendered the note consistent with
the terms of the Restructuring Agreement.

FUTURE OPERATING RESULTS

     On February 3, 2001, the Company agreed to sell substantially all of the
Company's non-cash assets to Whatman, a wholly owned subsidiary of Whatman plc,
pursuant to the terms of the Purchase Agreement executed by the two companies.
See Item 1. "Recent Events".

     In the event that the Asset Sale does not occur, the Company will consider
other business alternatives, including but not limited to, other business
combinations and a liquidation of the Company's assets. Given that any proceeds
from any such liquidation and any other cash on hand would be first used to pay
the Company's creditors and outstanding payables, and given certain legal
requirements that the Company

                                        8
<PAGE>   9

maintain certain cash on hand for certain mandated time periods, there is no
assurance as to when, if ever, any proceeds from a liquidation would be
distributed to the Company's Stockholders.

     In certain instances, if the Purchase Agreement is terminated, the Company
will pay Buyer certain fees. Based on our current cash utilization rate our
existing cash and marketable securities balances will be sufficient to fund our
operations only into the second quarter of 2001. Although currently no
definitive plans have been approved by the Board of Directors, they will
continue to examine all other business alternatives in order to prepare for
future contingencies.

                                    PART III

ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

     Set forth below are the name, age, business address, present principal
occupation or employment and five-year employment history of each director and
executive officer and other material insider of the Company. Unless otherwise
indicated, the business address of each person listed below is HemaSure Inc.,
140 Locke Drive, Marlborough, Massachusetts 01752. Each named person is a
citizen of the United States.

  Directors.

     TIMOTHY J. BARBERICH, age 52, has served as Chairman of the Board of
Directors since April 1997, as one of the Company's directors since the
Company's inception in 1993 and was Chairman of the Board of Directors from 1993
until March 1996. Mr. Barberich was a founder of Sepracor and has served as
President, Chief Executive Officer and a director of Sepracor since 1984 and as
Chairman of the board of directors of Sepracor since December 1999. As of March
6, 2001, Sepracor owned approximately 23% of the Company's issued and
outstanding common stock (approximately 32.0% on a fully diluted basis). Mr.
Barberich also serves on the board of directors of BioSphere Inc., a publicly
traded subsidiary of Sepracor.

     JOHN F. MCGUIRE, III, age 54, has served as the Company's Chief Executive
Officer, President and as one of the Company's directors since April 1997. Prior
to that time, Mr. McGuire served as Vice President and General Manager of
Johnson & Johnson's Ortho Diagnostic Systems Blood Bank Business Unit since
January 1996. From March 1995 to January 1996, Mr. McGuire held the position of
Vice President, Sales & Marketing, North America for Johnson & Johnson. From
August 1990 to March 1995, Mr. McGuire served as Managing Director of Ortho
Diagnostic Systems in the United Kingdom and Belgium for Johnson & Johnson. From
September 1988 to August 1990, Mr. McGuire held the position of Marketing
Director for the AIDS and Hepatitis Business Unit of Johnson & Johnson. From
1977 to 1988, Mr. McGuire held various management positions at E. I. du Pont de
Nemours and Company, the last of which was National Sales Manager, AIDS &
Hepatitis Business. Mr. McGuire is a member of the board of trustees of the
National Blood Foundation Trust Fund.

     JUSTIN E. DOHENY, age 49, has been one of the Company's directors since
April 1998. From November 2000 until February 2001, Mr. Doheny was on the
adjunct faculty at Saint Peter's College, Jersey City, New Jersey. Mr. Doheny
served as Executive Vice President and Chief Operating Officer of Saint Peter's
University Hospital, New Brunswick, New Jersey, from August 1997 until August
2000. From June 1996 to October 1996, Mr. Doheny served as Senior Vice President
of Saint Barnabas Health Care System in Livingston, New Jersey. From December
1985 to June 1996, Mr. Doheny was President of Wayne General Hospital, which is
located in Wayne, New Jersey. Mr. Doheny currently serves as a consultant on
governance issues with the Federation of State Boards of Physical Therapy.

     DAVID S. BARLOW was a member of the Company's Board of Directors from
January 1994 until December 31, 2000. Mr. Barlow was Executive Vice President
and President, Pharmaceuticals Division of Sepracor from October 1995 to
September 1999. From July 1993 to October 1995, Mr. Barlow held the position of
Senior Vice President and General Manager of the Pharmaceuticals Division of
Sepracor. Mr. Barlow is a member of the board of directors of Enzon Inc.

                                        9
<PAGE>   10

     EDWARD C. WOOD was a member of the Company's Board of Directors from June
1999 until December 31, 2000. Mr. Wood was President of Gambro BCT from 1991 to
April 2000. Mr. Wood is currently a consultant to the Company.

     David Perez, President of Gambro BCT, served as a member of the Board of
Directors from April 2000 until October 10, 2000, and Frank Corbin, Vice
President of Research and Development of Gambro BCT, served as a member of the
Board of Directors from June 1999 until October 10, 2000. See "Certain
Relationships and Related Transactions" below.

  Executive Officers.

     Information regarding executive officers of the Company is furnished in
Part I of the 10-K under the heading "Executive Officers of the Registrant".

ITEM 11.  EXECUTIVE COMPENSATION

COMPENSATION OF EXECUTIVE OFFICERS

     Summary Compensation Table.  The following table sets forth certain
information with respect to the annual and long-term compensation for the last
three fiscal years of the Company's President and Chief Executive Officer and
the Company's other executive officers (including former executive officers)
whose total annual salary and bonus for 2000 exceeded $100,000 (collectively,
the "Named Executive Officers").

                           SUMMARY COMPENSATION TABLE

<TABLE>
<CAPTION>
                                                                                  LONG-TERM
                                                                                 COMPENSATION
                                                                                    AWARDS
                                                                                 ------------       ALL
                                       ANNUAL COMPENSATION       OTHER ANNUAL     SECURITIES       OTHER
                                   ---------------------------   COMPENSATION     UNDERLYING    COMPENSATION
NAME AND PRINCIPAL POSITION        YEAR   SALARY($)   BONUS($)      ($)(1)       OPTIONS/SARS      ($)(3)
---------------------------        ----   ---------   --------   ------------    ------------   ------------
<S>                                <C>    <C>         <C>        <C>             <C>            <C>
John F. McGuire, III.............  2000   $260,642    $20,000           --                         $1,299
  President and                    1999   $282,000    $20,000      $95,632(2)      100,000         $1,008
  Chief Executive Officer          1998   $216,172         --           --         200,000         $  300
James B. Murphy..................  2000   $160,141    $10,000           --                         $  797
  Senior Vice President            1999   $166,600    $10,000           --          50,000         $  608
  Chief Financial Officer          1998   $140,063         --           --         160,000         $   63
Peter C. Sutcliffe...............  2000   $175,441    $10,000           --              --         $  882
  Vice President and               1999   $176,400    $10,000           --          50,000         $  701
  Chief Operating Officer          1998   $160,125         --           --         200,000         $  125
</TABLE>

---------------
(1) Other compensation in the form of perquisites and other personal benefits,
    securities or property has been omitted if such compensation constituted
    less than the lesser of $50,000 or 10% of the total salary and bonus for the
    Named Executive Officer.

(2) Represents relocation expenses.

(3) Represents the taxable portion of group life insurance.

     Option Grant Table.  No options were granted during the year ended December
31, 2000 by the Company to the Named Executive Officers.

                                        10
<PAGE>   11

     Year-End Option Table.  The following table sets forth certain information
regarding options held as of December 31, 2000 by the Named Executive Officers.
No Named Executive Officer exercised stock options in 2000.

                AGGREGATED OPTION/SAR EXERCISES IN LAST YEAR AND
                           YEAR-END OPTION/SAR VALUES

<TABLE>
<CAPTION>
                                                                  NUMBER OF
                                                                 SECURITIES
                                                                 UNDERLYING
                                                                 UNEXERCISED      VALUE OF UNEXERCISED
                                                               OPTIONS/SARS AT        IN-THE-MONEY
                                                               FISCAL YEAR-END       OPTIONS/SARS AT
                                                                     (#)          FISCAL YEAR-END($)(1)
                                   SHARES                      ---------------    ---------------------
                                 ACQUIRED ON       VALUE        EXERCISABLE/          EXERCISABLE/
NAME                             EXERCISE(#)    REALIZED($)     UNEXERCISABLE         UNEXERCISABLE
----                             -----------    -----------    ---------------    ---------------------
<S>                              <C>            <C>            <C>                <C>
John F. McGuire................                                420,000/480,000             0/0
James B. Murphy................                                110,000/160,000             0/0
Peter C. Sutcliffe.............                                100,000/150,000             0/0
</TABLE>

---------------
(1) Value is based on the closing sales price of the Company's Common Stock on
    December 29, 2000 ($0.25), the last trading day of the Company's 2000 fiscal
    year, less the applicable option exercise price.

EMPLOYMENT AGREEMENTS

     The Company entered into an employment agreement, as of April 1, 1997 (the
"Employment Agreement"), with John F. McGuire which provides that Mr. McGuire
serve as President and Chief Executive Officer of the Company. The Employment
Agreement provided for a first year salary of $14,583 per month and an annual
bonus of $75,000 to be earned upon the achievement of certain goals as
determined by the Board of Directors, and for adjustments thereto in subsequent
years, as determined by the Board of Directors or its Compensation Committee.
Upon execution of the Employment Agreement, Mr. McGuire received an option to
purchase 600,000 shares of Common Stock at an exercise price equal to the "low"
bid price for the Common Stock as quoted on the Nasdaq National Market System
for the week of April 4, 1997. The options vest in four equal annual
installments commencing in 1998. Pursuant to the Employment Agreement, an
additional 200,000 incentive stock options were issued to Mr. McGuire in
January, 1998. Finally, pursuant to the terms of the Employment Agreement, if
Mr. McGuire is terminated other than for cause, he will receive one year's
salary plus the bonus payable for the prior year, to be paid monthly over the
course of the 12 months following such termination, or until he secures
employment in an equivalent role.

     On December 15, 1998, the Company entered into senior management retention
Agreements (the "Retention Agreements"), with each of John F. McGuire, James B.
Murphy and Peter C. Sutcliffe, (each individually a "Key Employee"), to
reinforce and encourage their continued attention and dedication to their
duties. Pursuant to the Retention Agreements, in the event a change of control
occurs (as defined in the agreements) and the Key Employee (i) is terminated by
the Company after the change of control, (ii) remains employed by the Company
for 12 months after the change of control or (iii) terminates his employment
with the Company for good cause, then the Key Employee is eligible for (i)
payment of his full base salary plus all amounts entitled under any compensation
plan through the termination date, (ii) severance payments, payable in 24 equal
monthly installments equal to 200% (except for Mr. McGuire who shall receive
300%), of the higher of his annual base salary immediately prior to the date of
termination or his base salary in effect immediately prior to the change of
control and (iii) life, disability, dental, accident and group health insurance
benefits for a period of 36 months after such termination. The Retention
Agreements are automatically renewed each year unless written notice of
termination is delivered by October 30th of any given year.

     Upon the closing of the Asset Sale, the Company will enter into new
employment agreements with each of Messrs. McGuire, Murphy and Sutcliffe, which
will supercede, terminate and cancel the Senior

                                        11
<PAGE>   12

Management Retention Agreements and the prior employment agreement between the
Company and Mr. McGuire. Pursuant to the new employment agreements, Messrs.
McGuire, Murphy and Sutcliffe will continue to provide part-time services to the
Company following the consummation of the Asset Sale to assist with the
transition of the Company's business. The term of employment under each of these
new employment agreements shall commence upon the consummation of the Asset Sale
and shall terminate upon the earlier of (i) 90 days after a merger or
consolidation of the Company, (ii) a liquidation or dissolution of the Company,
or (iii) 18 months. Upon the execution of these new employment agreements, the
Company will make lump sum payments to Messrs. McGuire, Murphy and Sutcliffe in
the amounts of $225,000, $135,000 and $146,250, respectively, and will pay them
an aggregate salary of $75,000, $45,000 and $48,750, respectively, over the term
of their employment. The amounts and the timing of these payments, which are
being made as an inducement to each of Messrs. McGuire, Murphy and Sutcliffe to
offer their part-time services to the Company following the consummation of the
Asset Sale and to forego their respective rights under the Senior Management
Retention Agreements, were negotiated by and between the management employees
and Edward C. Wood, an outside consultant to the Company and advisor to the
Board of Directors. Under the terms of the new employment agreements, all vested
and unexercised options held by any of Messrs. McGuire, Murphy and Sutcliffe
will terminate within 90 days following the termination of such person's
employment with the Company.

COMPENSATION FOR DIRECTORS

     Directors who are neither officers nor employees of the Company or of any
subsidiary of the Company (the "Outside Directors") receive $1,000 for each
meeting of the Board they attend and are entitled to participate in the
Company's 1994 Director Stock Option Plan, as amended (the "Director Option
Plan"), provided that Mr. Barberich does not receive compensation for attendance
at meetings of the Board. Directors who are officers or employees of the Company
do not receive any additional compensation for their services as directors. On
January 5, 1994, options to purchase an aggregate of 75,000 shares of Common
Stock at an exercise price of $2.00 per share were granted under the Director
Option Plan to the following directors: Mr. Barberich, 45,000 shares, and Mr.
Barlow, Mr. Stutz, and two former members of the Board (Messrs. Tullis and
Kimbell) 7,500 shares each. On May 17, 1995, options to purchase 1,500 shares of
Common Stock at an exercise price of $5.50 per share were granted under the
Director Option Plan to the following directors: Mr. Barberich, Mr. Barlow, Mr.
Stutz and two former members of the Board (Messrs. Tullis and Kimbell). On
February 15, 1996, options to purchase 18,750 shares of Common Stock at an
exercise price of $12.375 per share were granted under the 1994 Stock Option
Plan to Mr. Barberich. On May 16, 1996, options to purchase an aggregate of
39,000 shares of Common Stock at an exercise price of $16.25 per share were
granted under the Director Option Plan to the following directors: Mr.
Barberich, Mr. Barlow, Mr. Kimbell, and Mr. Stutz, 9,750 shares each. On May 16,
1997, options to purchase an aggregate of 12,000 shares of Common Stock at an
exercise price of $1.75 per share were granted under the Director Option Plan to
the following directors: Mr. Barberich, Mr. Barlow, Mr. Kimbell and Mr. Stutz,
3,000 shares each. On January 22, 1998, options to purchase an aggregate of
162,000 shares of Common Stock, at an exercise price of $0.625, were granted
under the 1994 Stock Option Plan to the following directors: Mr. Barberich,
75,000 shares, and Messrs. Barlow and Stutz, 43,500 shares each. On May 26,
1998, options to purchase an aggregate of 16,500 shares of Common Stock at an
exercise price of $1.50 per share were granted under the Director Option Plan to
the following directors: Mr. Barberich, Mr. Barlow, and Mr. Stutz 3,000 shares
each and Mr. Doheny, 7,500 shares. On June 10, 1999, options to purchase an
aggregate of 27,000 shares of common stock at an exercise price of $4.875 per
share were granted under the 1994 Director Stock Option Plan to the following
directors: Mr. Barberich, Mr. Barlow, Mr. Doheny and Mr. Stutz, 3,000 shares
each, and Mr. Corbin and Mr. Wood, 7,500 shares each. On June 7, 2000, options
to purchase an aggregate of 18,000 shares of common stock at an exercise price
of $5.50 per share were granted under the 1994 Director stock Option Plan to the
following directors: Mr. Barberich, Mr. Barlow, Mr. Doheny, Mr. Perez, Mr.
Corbin and Mr. Wood.

                                        12
<PAGE>   13

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

     Board members who served on the compensation Committee during fiscal year
2000 are Mr. Barberich, Mr. Doheny and Mr. Wood. Neither Mr. Barberich, Mr.
Doheny nor Mr. Wood were at any time during 2000, or formerly, an officer or
employee of the Company or any subsidiary of the Company. Mr. Doheny does not
have any relationship with the Company requiring disclosure under Item 404 of
Regulation S-K under the Exchange Act. Mr. Barberich is President and Chief
Executive Officer of Sepracor. Mr. Woods was President of Gambro BCT from 1991
to April 2000. Please see "Certain Relationships and Related Transactions" below
for disclosure regarding Mr. Barberich and Mr. Wood's relationship with the
Company.

     No executive officer of the Company has served as a director or member of
the Compensation Committee (or other committee serving an equivalent function)
of any other entity, one of whose executive officers served as a director of or
member of the Compensation Committee of the Company.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

     The information set forth in the following table is furnished as of March
6, 2001, with respect to any person (including any "group," as that term is used
in Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act")) who is known to the Company to be the beneficial owner of more
than 5% of any class of the Company's voting securities. In addition, this table
includes the outstanding voting securities beneficially owned by each of the
executive officers and directors of the Company and the number of shares owned
by the executive officers and directors as a group.

     The number of shares of common stock beneficially owned by each person is
determined under the rules of the Securities and Exchange Commission, or SEC.
This information is not necessarily indicative of beneficial ownership for any
other purpose. Under the SEC rules, beneficial ownership includes any shares as
to which a person has sole or shared voting power or investment power and also
any shares which that person has the right to acquire within 60 days after March
6, 2001 through the exercise of any stock option or other right. Unless
otherwise indicated, each person has sole investment and voting power (or shares
such power with his or her spouse) with respect to the shares set forth in the
following table. The inclusion herein of any shares deemed beneficially owned
does not constitute an admission by such persons of beneficial ownership of
those shares. Unless otherwise specified, the address for each person below is
c/o HemaSure Inc., 140 Locke Drive, Marlborough, Massachusetts 01752.

<TABLE>
<CAPTION>
                                                      SHARES OF COMMON STOCK    PERCENTAGE OF COMMON
NAME AND ADDRESS                                        BENEFICIALLY OWNED       STOCK OUTSTANDING
----------------                                      ----------------------    --------------------
<S>                                                   <C>                       <C>
Sepracor Inc.
  111 Locke Drive
  Marlborough, MA 01752.............................        6,700,334(1)                31.5%(1)
Gambro Inc.
  10811 West Collins Avenue
  Lakewood, CO 80215-4498...........................        5,165,343                   27.3%
Timothy J. Barberich(2).............................          167,750(2)                   *
Justin E. Doheny(3).................................            5,200(3)                   *
John F. McGuire, III(4).............................          650,000(4)                 3.3%
James B. Murphy(5)..................................          140,090(5)                   *
Peter C. Sutcliffe(6)...............................          137,078(6)                   *
David S. Barlow(7)..................................           51,000(7)                   *
Edward C. Wood(8)...................................            1,500(8)                   *
All directors and executive officers as a group
  (five persons)(9).................................        1,100,118(9)                 5.5%(9)
</TABLE>

---------------
 *  Represents holdings of less than one percent.

(1) Includes 2,367,000 shares of common stock which Sepracor has the right to
    acquire within 60 days after March 6, 2001 upon exercise of outstanding
    warrants.

                                        13
<PAGE>   14

(2) Mr. Barberich is the President and Chief Executive Officer of Sepracor.
    Includes 138,750 shares of common stock which Mr. Barberich has the right to
    acquire within 60 days after March 6, 2001 upon exercise of outstanding
    stock options. Does not include 23,250 shares that will vest upon
    consummation of the Asset Sale.

(3) Includes 4,500 shares of common stock which Mr. Doheny has the right to
    acquire within 60 days after March 6, 2001 upon exercise of outstanding
    options. Does not include 84,000 shares that will vest upon consummation of
    the Asset Sale.

(4) Includes 620,000 shares of common stock which Mr. McGuire has the right to
    acquire within 60 days after March 6, 2001 upon exercise of outstanding
    options. Does not include 280,000 shares that will vest upon consummation of
    the Asset Sale.

(5) Includes 140,000 shares of common stock which Mr. Murphy has the right to
    acquire within 60 days after March 6, 2001 upon exercise of outstanding
    options. Does not include 130,000 shares that will vest upon consummation of
    the Asset Sale.

(6) Includes 125,000 shares of common stock which Mr. Sutcliffe has the right to
    acquire within 60 days after March 6, 2001 upon exercise of outstanding
    options. Does not include 125,000 shares that will vest upon consummation of
    the Asset Sale.

(7) Mr. Barlow was a member of the Board of Directors until December 31, 2000.
    Includes 48,000 shares of common stock which Mr. Barlow has the right to
    acquire within 60 days after March 6, 2001 upon exercise of outstanding
    stock options.

(8) Mr. Wood was the President of Gambro BCT until April 2000 and a member of
    the Board of Directors until December 31, 2000. Includes 1,500 shares of
    common stock which Mr. Wood has the right to acquire within 60 days after
    March 6, 2001 upon exercise of outstanding stock options. Does not include
    75,000 shares that will vest upon consummation of the Asset Sale.

(9) Includes an aggregate of 1,028,250 shares of common stock which executive
    officers and directors have the right to acquire within 60 days after March
    6, 2001 upon exercise of outstanding stock options. Does not include any
    voting securities of the Company held by Mr. Barlow or Mr. Wood.

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

SEPRACOR

     The Company was organized in December 1993 as a subsidiary of Sepracor.
Effective January 1, 1994, Sepracor transferred its blood filtration and
membrane filter design business to the Company in exchange for 3,000,000 shares
of the Company's common stock. As of March 6, 2001, Sepracor owned approximately
23% of the Company's issued and outstanding common stock (32.0% on a fully
diluted basis). Mr. Barberich, one of the Company's directors, is President and
Chief Executive Officer of Sepracor. Until September 1999, David S. Barlow, one
of the Company's directors from its inception until December 31, 2000, was
Executive Vice President and President, Pharmaceuticals Division of Sepracor.

     In September 1998, the Company completed a $5 million revolving line of
credit arrangement with a commercial bank. Sepracor, the Company's largest
stockholder, had guaranteed to repay amounts borrowed under the line of credit
(all of which was repaid by the Company as of September 2000). In exchange for
the guarantee, the Company granted to Sepracor warrants to purchase up to
1,700,000 shares of the Company's common stock at a price of $0.69 per share.
The warrants will expire in the year 2003 and have certain registration rights
associated with them.

     On March 23, 1999, the Company completed a private placement financing with
Sepracor in which the Company received $2,000,000 in exchange for 1,333,334
shares of the Company's common stock and warrants to purchase an additional
667,000 shares of the Company's common stock at $1.50 per share. The warrants
will expire in the year 2004 and have certain registration rights associated
with them. The Company may require Sepracor to exercise these warrants under
certain circumstances as described in the warrant agreement.

                                        14
<PAGE>   15

GAMBRO INC.

     On May 3, 1999, the Company completed a private placement financing with
Gambro Inc. The stock subscription agreement, which the Company entered into
with Gambro Inc. in connection with the Company's financing in May 1999,
provided for an initial investment of $9,000,000 in exchange for 4,500,000
shares of the Company's common stock. The stock subscription agreement also
provided Gambro Inc. with an option to purchase additional shares of the
Company's common stock for up to an aggregate purchase price of $3,000,000 at
any time between August 3, 1999 and May 3, 2000 with the price per share of
common stock to be based upon the market price of the Company's common stock. In
October 1999, Gambro Inc. exercised this option in full. In connection with the
exercise of this option, Gambro Inc. purchased 498,355 shares at a price of
$6.02 per share. The price and number of shares reflected the average price of
the Company's common stock in the 30 days prior to the exercise date of October
5, 1999. As of March 6, 2001, Gambro owned approximately 27.0% of the Company's
issued and outstanding common stock. The stockholders' agreement, which the
Company entered into with Gambro Inc. in connection with the Company's financing
in May 1999, provides that Gambro Inc. will have representation on the Company's
Board of Directors of up to two directors and the Company's representative
committees and contains, among other things, various registration rights and
anti-dilution and standstill provisions. Subject to certain terms and
conditions, the anti-dilution provisions prohibit the Company from selling or
issuing common stock or securities convertible into common stock in any offering
to a third party without offering Gambro Inc. the opportunity to purchase at the
same price and terms that number of securities necessary for Gambro Inc. to
maintain its beneficial ownership of the Company's outstanding common stock.
Furthermore, in an offering or in certain other limited situations, the Company
must provide Gambro Inc. with notice of the Company's intention to sell as well
as a right to negotiate with the Company first for the purchase of the Company's
securities. Gambro Inc. agrees to certain restrictions on its ability to sell
the Company's common stock owned by it and its permitted transferees. Gambro
Inc. also agrees to refrain from acquiring beneficial ownership of additional
equity or debt securities of the Company, engaging in certain proxy solicitation
activities, seeking to control the Company's management, policies or affairs and
taking certain actions relating to business combinations and similar
transactions without prior approval of the Company's Board of Directors. Gambro
Inc. purchased 1,178,680 shares of the Company's common stock in the Company's
March 2000 offering. Gambro Inc. agreed to waive its registration rights in
connection with the registration statement filed by the Company in connection
with that offering.

     In 1998, the Company completed a distribution and development agreement,
which was amended in May 1999, with Gambro Inc. to act as the Company's
exclusive distributor of the Company's r/LS System worldwide, except for sales
to the American Red Cross. Furthermore, this agreement provides that Gambro Inc.
may (upon mutual agreement by the Company and Gambro Inc.) distribute additional
future products developed by the Company that filter blood and its components.
Gambro Inc. markets and sells blood component apheresis equipment to the blood
center market. The agreement with Gambro Inc. contemplates the development by
the Company of an OEM filter for use with Gambro Inc.'s Trima(R) Automated Blood
Collection System. The distribution agreement also provides that Gambro will pay
the costs and expenses associated with the defense of intellectual property
claims made against the Company and Gambro by Pall Corporation. The distribution
agreement provides for a five year term that expires in June 2004, subject to
automatic three year renewals unless the agreement is previously terminated.

     In November 2000, the Company was notified by Gambro BCT of its purported
termination of the distribution agreement. Gambro cited the American Red Cross's
termination of its supply contract with the Company and other recent business
conditions as the central rationale for its purported termination. The Company
believes that Gambro BCT's rationale is contrary to the terms of the
distribution agreement and, pursuant to the distribution agreement, the Company
initiated a mediation action to challenge the termination. The Company and
Gambro are currently negotiating the terms of a termination and release
agreement, pursuant to which the distribution agreement will be terminated and
the Company and Gambro will release each other from any and all claims that
either party may have against the other, with certain exceptions to be described
in the termination and release agreement.

                                        15
<PAGE>   16

     David Perez, a member of the Board of Directors from April 2000 until
October 10, 2000, and Frank Corbin, a member of the Board of Directors from June
1999 until October 10, 2000, are President of Gambro BCT, a division of Gambro
Inc., and Vice President of Research and Development of Gambro BCT,
respectively. Edward C. Woods, a member of the Board of Directors from June 1999
until December 2000 was President of Gambro BCT from 1991 to April 2000.

                                    PART IV

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

<TABLE>
    <C>    <S>
    a(1)   Financial Statements
           HemaSure Inc. Consolidated Financial Statements as of
           December 31, 2000 and for each of the three years in the
           period ended December 31, 2000. See pages F-1 through F-7,
           which are included herein.

    a(2)   Financial Statement Schedules
           All schedules are omitted because they are inapplicable, not
           required or the information is included in the consolidated
           financial statements or the notes thereto.

    a(3)   Exhibits
           The exhibits listed in the Exhibit Index immediately
           preceding the exhibits are filed as part of this Annual
           Report on Form 10-K.

     (b)   No Current Reports on Form 8-K were filed by the Company
           during the last quarter of the period covered by this
           report.
</TABLE>

     The following trademarks are mentioned in this Annual Report on Form 10-K:
HemaSure r/LS and LeukoNet.

                                        16
<PAGE>   17

                                 HEMASURE INC.

                         INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>
                                                              PAGE
                                                              ----
<S>                                                           <C>
Report of Independent Accountants...........................  F-2
Consolidated Balance Sheets at December 31, 2000 and 1999...  F-3
Consolidated Statements of Operations for the Years Ended
  December 31, 2000, 1999 and 1998..........................  F-4
Consolidated Statements of Stockholders' Equity (Deficit)
  for the Years Ended December 31, 2000, 1999 and 1998......  F-5
Consolidated Statements of Cash Flows for the Years Ended
  December 31, 2000, 1999 and 1998..........................  F-6
Notes to Consolidated Financial Statements..................  F-7
</TABLE>

                                       F-1
<PAGE>   18

                       REPORT OF INDEPENDENT ACCOUNTANTS

To the Board of Directors and Stockholders
of HemaSure Inc.:

     In our opinion, the accompanying consolidated balance sheets and the
related consolidated statements of operations, of stockholders' equity (deficit)
and of cash flows present fairly, in all material respects, the financial
position of HemaSure Inc. and its subsidiaries at December 31, 2000 and 1999,
and the results of their operations and their cash flows for each of the three
years in the period ended December 31, 2000, in conformity with accounting
principles generally accepted in the United States of America. These financial
statements are the responsibility of the Company's management; our
responsibility is to express an opinion on these financial statements based on
our audits. We conducted our audits of these statements in accordance with
auditing standards generally accepted in the United States of America, which
require that we plan and perform the audit to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit
includes examining, on a test basis, evidence supporting the amounts and
disclosures in the financial statements, assessing the accounting principles
used and significant estimates made by management, and evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

     The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note A to the
financial statements, the Company has incurred losses from operations since
inception that raise substantial doubt about its ability to continue as a going
concern. Management's plans in regard to these matters are also described in
Note A, under the heading "Sale of the non-cash assets of the Company". The
financial statements do not include any adjustments that might result from the
outcome of this uncertainty.

                                          /s/ PricewaterhouseCoopers LLP

Boston, Massachusetts
March 20, 2001

                                       F-2
<PAGE>   19

                                 HEMASURE INC.

                          CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                    DECEMBER 31,
                                                              -------------------------
                                                                 2000           1999
                                                              -----------    ----------
                                                              (IN THOUSANDS, EXCEPT PAR
                                                                   VALUE AMOUNTS)
<S>                                                           <C>            <C>
ASSETS
Current assets:
  Cash and cash equivalents (Note B)........................   $   3,215      $  5,243
  Marketable securities (Note B)............................       5,463            --
  Accounts receivable (Note C)..............................         121           443
  Inventories (Note D)......................................       2,285           806
  Deferred financing costs (Note H).........................          --           725
  Prepaid expenses and other current assets.................         184           276
                                                               ---------      --------
          Total current assets..............................      11,268         7,493
Property and equipment, net (Note E)........................       1,850         1,547
Other assets................................................          40            50
                                                               ---------      --------
          Total assets......................................   $  13,158      $  9,090
                                                               =========      ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
  Accounts payable..........................................   $     611      $  1,199
  Accrued expenses (Note F).................................       1,389         1,520
  Current portion of notes payable (Note H).................          34         5,030
  Current portion of capital lease obligations (Note G).....          --            71
                                                               ---------      --------
          Total current liabilities.........................       2,034         7,820
Notes payable (Note H)......................................           9            43
          Total liabilities.................................       2,043         7,863
                                                               =========      ========
Commitments and contingencies (Notes F and G)
Stockholders' equity (Notes J and K):
  Preferred stock, $0.01 par value, 1,000 shares authorized,
     no shares issued or outstanding
  Common stock, $0.01 par value, 35,000 shares authorized,
     19,904 and 15,823 shares issued and outstanding at
     December 31, 2000 and December 31, 1999 respectively...         199           158
  Additional paid-in capital................................     112,311        86,241
  Accumulated deficit.......................................    (101,395)      (85,172)
                                                               ---------      --------
          Total stockholders' equity........................      11,115         1,227
                                                               ---------      --------
          Total liabilities and stockholders' equity........   $  13,158      $  9,090
                                                               =========      ========
</TABLE>

    The accompanying notes are an integral part of the financial statements.
                                       F-3
<PAGE>   20

                                 HEMASURE INC.

                     CONSOLIDATED STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>
                                                                      YEAR ENDED DECEMBER 31,
                                                             -----------------------------------------
                                                                2000           1999           1998
                                                             -----------    -----------    -----------
                                                             (IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
<S>                                                          <C>            <C>            <C>
Revenue....................................................   $  3,219       $    805       $     25
Costs and expenses:
  Cost of products sold....................................      9,095          2,408            657
  Research and development.................................      4,450          2,681          3,794
  Legal expense related to patents.........................      1,134          1,361          3,340
  Selling, general and administrative......................      4,191          3,728          4,201
  Other operating..........................................        425             --             --
                                                              --------       --------       --------
          Total costs and expenses.........................     19,295         10,178         11,992
                                                              --------       --------       --------
Loss from operations.......................................    (16,076)        (9,373)       (11,967)
Other income (expense):
  Interest income..........................................        935            201            169
  Interest expense.........................................     (1,056)        (1,493)          (372)
  Other expense............................................        (26)            --             --
                                                              --------       --------       --------
Net loss...................................................   $(16,223)      $(10,665)      $(12,170)
                                                              ========       ========       ========
Net loss per share -- basic and diluted:...................   $  (0.85)      $  (0.77)      $  (1.35)
                                                              ========       ========       ========
Weighted average number of shares of common stock
  Outstanding -- basic and diluted.........................     19,046         13,766          9,025
</TABLE>

    The accompanying notes are an integral part of the financial statements.
                                       F-4
<PAGE>   21

                                 HEMASURE INC.

           CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY (DEFICIT)
                  YEAR ENDED DECEMBER 31, 2000, 1999 AND 1998

<TABLE>
<CAPTION>
                                                                                                                TOTAL
                                         COMMON STOCK     ADDITIONAL                                        STOCKHOLDERS'
                                        ---------------    PAID-IN       UNEARNED             ACCUMULATED      EQUITY
                                        SHARES   AMOUNT    CAPITAL     COMPENSATION   OTHER     DEFICIT       (DEFICIT)
                                        ------   ------   ----------   ------------   -----   -----------   -------------
                                                                         (IN THOUSANDS)
<S>                                     <C>      <C>      <C>          <C>            <C>     <C>           <C>
Balance at December 31, 1997..........   8,164    $ 82     $ 60,878        $(89)      $ (1)    $ (62,337)     $ (1,467)
Issuance of common stock to employees
  under stock plans...................      97       1           89                                                 90
Issuance of common stock for debt.....     827       8        8,679                                              8,687
Issuance of warrants..................                        1,938                                              1,938
Unearned compensation amortization....                                       89                                     89
Other.................................                                                   1                           1
Net loss..............................                                                           (12,170)      (12,170)
                                        ------    ----     --------        ----       ----     ---------      --------
Balance at December 31, 1998..........   9,088      91       71,584          --         --       (74,507)       (2,832)
Issuance of common stock to employees
  under stock plans...................     404       4          813                                                817
Issuance of common stock in private
  placements, net of issuance costs of
  $93.................................   6,331      63       13,844                                             13,907
Net loss..............................                                                           (10,665)      (10,665)
                                        ------    ----     --------        ----       ----     ---------      --------
Balance at December 31, 1999..........  15,823     158       86,241          --         --       (85,172)        1,227
Issuance of common stock to employees
  under stock plans...................     351       4          316                                                320
Issuance of common stock in private
  placements, net of issuance costs of
  $2,184..............................   3,730      37       25,754                                             25,791
Net loss..............................                                                           (16,223)      (16,223)
                                        ------    ----     --------        ----       ----     ---------      --------
Balance at December 31, 2000..........  19,904    $199     $112,311        $ --       $ --     $(101,395)     $ 11,115
                                        ======    ====     ========        ====       ====     =========      ========
</TABLE>

    The accompanying notes are an integral part of the financial statements.
                                       F-5
<PAGE>   22

                                 HEMASURE INC.

                     CONSOLIDATED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                                 YEAR ENDED DECEMBER 31,
                                                             --------------------------------
                                                               2000        1999        1998
                                                             --------    --------    --------
                                                                      (IN THOUSANDS)
<S>                                                          <C>         <C>         <C>
Cash flows from operating activities:
  Net loss.................................................  $(16,223)   $(10,665)   $(12,170)
  Adjustments to reconcile net loss to net cash used in
     operating activities:
     Financing costs related to warrants...................       725       1,024         189
     Write-down of fixed assets............................       425          --          --
     Depreciation and amortization.........................       636         475         479
     Accretion of marketable securities discount...........       (61)         --          20
     Loss on disposal of equipment.........................        56          --           5
     Write-down in inventories.............................     1,944          --          --
  Changes in operating assets and liabilities:
     Accounts receivable...................................       322        (443)        436
     Inventories...........................................    (3,423)       (600)        (48)
     Prepaid expenses and other current assets.............        92          50          21
     Accounts payable......................................      (588)       (343)        666
     Accrued expenses......................................      (131)        (29)       (297)
     Other assets..........................................        10          (8)        (10)
                                                             --------    --------    --------
  Net cash used in operating activities....................   (16,216)    (10,539)    (10,709)
                                                             --------    --------    --------
  Cash flows from investing activities:
     Purchases of marketable securities....................   (31,402)         --     (20,255)
     Maturities of marketable securities...................    26,000          --      27,117
     Unrealized holding loss of available for sale
       marketable securities...............................        --          --           1
     Additions to property and equipment...................    (1,420)       (517)       (422)
                                                             --------    --------    --------
  Net cash provided by (used in) investing activities......    (6,822)       (517)      6,441
                                                             --------    --------    --------
  Cash flows from financing activities:
     Net proceeds from issuance of common stock............    26,111      14,724          90
     Borrowing from notes payable arrangements.............        --          --       5,000
     Repayment of notes payable............................    (5,030)        (27)         (9)
     Repayments of capital lease obligations...............       (71)       (225)       (260)
                                                             --------    --------    --------
  Net cash provided by financing activities................    21,010      14,472       4,821
                                                             --------    --------    --------
  Net (decrease) increase in cash and cash equivalents.....    (2,028)      3,416         553
  Cash and cash equivalents at beginning of period.........     5,243       1,827       1,274
                                                             --------    --------    --------
  Cash and cash equivalents at end of period...............  $  3,215    $  5,243    $  1,827
                                                             ========    ========    ========
  Supplemental schedule of cash flow information:
     Cash paid during the year for interest................  $    372    $    453    $    503
  Noncash investing and financing activities:
     Common stock issued for convertible subordinated
       note................................................  $     --    $     --    $  8,687
     Value of warrants issued for guaranteed line of
       credit..............................................  $     --    $     --    $  1,938
</TABLE>

    The accompanying notes are an integral part of the financial statements.
                                       F-6
<PAGE>   23

                                 HEMASURE INC.

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

A. THE COMPANY:

NATURE OF THE BUSINESS

     HemaSure Inc. (the "Company") is utilizing its proprietary filtration
technologies to develop products to increase the safety of donated blood and to
improve certain blood transfusion procedures. The Company's current blood
filtration product ("r/LS System") is designed for use by blood centers and
hospital blood banks worldwide.

     From the Company's inception through the first quarter of fiscal 1996,
HemaSure had sold non-blood related filter products primarily to Sepracor Inc.
("Sepracor"), a related party, for use in chemical processing applications.
Subsequently and throughout 1997, the Company's revenue was derived from the
commercial sales of its LeukoNet System, a medical device designed for the
removal of contaminating leukocytes from donated blood. In February 1998, the
Company determined to discontinue manufacturing the LeukoNet System and focus on
the completion of development and market introduction of its next generation red
cell filtration product. In May 1999, the Company received 510(k) clearance from
the U.S. Food and Drug Administration ("FDA") to market its r/LS System in the
United States.

     The Company initiated sales of the r/LS System in the United States in the
third quarter 1999. In April 2000, the Company was notified that the American
Red Cross ("ARC"), the Company's largest customer, was suspending use of the
Company's r/LS System pending the outcome of an investigation of a small number
of non-critical adverse reactions in patients who had received a transfusion of
blood filtered with the r/LS. In September 2000, the Company was notified that
the ARC terminated its supply contract for the r/LS System based on the extended
period of time taken to prove product improvements resolved these reactions. In
March 2001, the Company signed a termination and release agreement with Gambro
BCT, effective November 2000, which ended their exclusive distribution rights of
the r/LS.

     The Company is subject to risks common to companies in the medical
technology industry, including, but not limited to, development by the Company
or its competitors of new technological innovations, dependence on key
personnel, protection of proprietary technology, and compliance with regulations
of the FDA and similar foreign regulatory authorities and agencies.

     Since its inception, the Company has suffered recurring losses from
operations and, as of December 31, 2000, had an accumulated deficit of $101.4
million. Other than the Company's r/LS System, all of its planned blood-related
products are in the research and development stage, and certain of these
products that may require pre-clinical and clinical testing prior to submission
of any regulatory application for commercial use.

     The accompanying financial statements have been prepared on a basis which
assumes that the Company will continue as a going concern and which contemplates
the realization of assets and the satisfaction of liabilities and commitments in
the normal course of business. The termination and cancellation of the Company's
distribution and sales agreements respectively and the losses from operations
raise substantial doubt with respect to the Company's ability to continue as a
going concern. Management's plans with regard to these matters include the sale
of the non-cash assets of the Company as described below. Although management
continues to pursue this plan, there is no assurance that the Company will be
successful in obtaining shareholder approval. The financial statements do not
include any adjustments that might result from the outcome of these
uncertainties

SALE OF THE NON-CASH ASSETS OF THE COMPANY

     On February 3, 2001, the Company agreed to sell substantially all of the
Company's non-cash assets to Whatman Bioscience Inc., a Massachusetts
corporation ("Whatman"), a wholly owned subsidiary of Whatman plc, an English
corporation ("Whatman plc") pursuant to the terms of an Asset Purchase Agreement
("Purchase Agreement") executed by the two companies.

                                       F-7
<PAGE>   24
                                 HEMASURE INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     Following approval and adoption of the Purchase Agreement by the
Stockholders of the Company and the satisfaction or waiver of certain other
conditions, the Company will sell substantially all of its non-cash assets to
Whatman. Under the terms of the Purchase Agreement, the consideration to be
received by the Company for the Asset Sale (the "Consideration") will consist of
(1) $10 million in cash, which will be paid to the Company at the Closing; (2)
an additional payment by Whatman, in cash or common stock of Whatman plc at
Whatman's option, which effectively reimburses the Company for its net operating
costs and expenses incurred in connection with the Company's business during the
period beginning on November 1, 2000 and ending on the Closing Date, which
amount is currently anticipated to be approximately $4 million and is expected
to be paid to the Company in the second quarter of 2001; and (3) a royalty of 4%
on sales by Whatman, Whatman plc or their affiliates of certain filtration
products, including products that utilize the Company's technology, up to a
total royalty of $12 million, subject to certain reductions described in the
Royalty Agreement, which include the offset of certain potential liabilities
associated with the Company's patent litigation with Pall Corporation that
Whatman will assume. Accordingly, the total amount of the Consideration to be
paid by Whatman to the Company will be approximately $13 million to $25 million
in cash or cash and common stock of Whatman plc.

     Under the terms of the Purchase Agreement, Whatman will assume and be
legally responsible for certain liabilities of the Company, and Whatman plc will
guarantee Whatman's obligation to pay the Consideration to the Company. In
addition, in the event that Whatman elects to pay the approximately $4 million
reimbursement portion of the Consideration in shares of Whatman plc's common
stock, the Purchase Agreement provides that Whatman plc will guarantee a minimum
per share price to the Company of $4.3864 with respect to any share of Whatman
plc's common stock resold by the Company within 60 days after such shares are
issued to the Company. The Company currently anticipates that any share of
Whatman plc's common stock issued to the Company will be resold by the Company
within 60 days of the issuance to the Company of such share.

     The Company has the right to terminate the Purchase Agreement under certain
circumstances, including if the Board of Directors determines, upon the written
opinion of the Company's counsel, that the failure to terminate the Purchase
Agreement could be expected to be a breach of, or be inconsistent with, the
fiduciary duties of the Board of Directors under applicable law. In the event of
termination for the foregoing reason, the Company is required to pay Whatman a
fee of $500,000 upon the termination of the Purchase Agreement.

     The obligations of the Company, Whatman and Whatman plc to consummate the
Asset Sale are subject to a number of customary conditions, including, among
others, approval and adoption of the Purchase Agreement by the affirmative vote
of the holders of a majority of the outstanding Shares entitled to vote thereon.

     It is currently anticipated that the Closing Date will occur on or as
promptly as practicable following the approval and adoption of the Purchase
Agreement by the Stockholders of the Company and the satisfaction or waiver of
all of the other conditions set forth in the Purchase Agreement. Either party
may terminate the Purchase Agreement if the closing does not occur by May 31,
2001. Accordingly, there can be no assurance as to if or when the Asset Sale
will be consummated.

     Upon closing of the Purchase Agreement with Whatman, the Company is
expected to have approximately $17.5 million in a combination of cash, cash
equivalents, marketable securities and Whatman plc stock (based on current cash
and marketable securities levels, the Company's expected "burn rate" through
closing and the terms of the Purchase Agreement). In that regard, the Company is
in the preliminary stages of considering various strategic business combinations
and other transactions with a view toward further enhancing stockholder value
following the consummation of the sale of its assets and business to Whatman.

     In the event that the Asset Sale does not occur, the Company will consider
other business alternatives, including but not limited to other business
combinations and a liquidation of the Company's assets. Given that

                                       F-8
<PAGE>   25
                                 HEMASURE INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

any proceeds from any such liquidation and any other cash on hand would be first
used to pay the Company's creditors and outstanding payables, and given certain
legal requirements that the Company maintain certain cash on hand for certain
mandated time periods, there is no assurance as to when, if ever, any proceeds
from a liquidation would be distributed to the Company's Stockholders. In
certain instances, if the Purchase Agreement is terminated, the Company will pay
Buyer certain fees.

B. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

PRINCIPLES OF CONSOLIDATION

     The consolidation financial statements include the accounts of the Company
and its subsidiaries. All significant intercompany transactions and balances
have been eliminated. Certain reclassifications have been made to the prior
years consolidated financial statements to conform to current presentation.
These reclassifications have no effect on the Company's financial position or
results of operations.

CASH AND CASH EQUIVALENTS

     The Company considers all demand deposits, money market instruments and
repurchase agreements to be cash and cash equivalents. Cash equivalents of
$1,221,000 and $4,743,000 and at December 31, 2000 and 1999, respectively,
consist of repurchase agreements with a commercial bank. The carrying amount
approximates fair value because of the short maturity of those instruments.

MARKETABLE SECURITIES

     Management determines the appropriate classification of its investments in
debt and equity securities at the time of purchase. At December 31, 2000, all
marketable securities were classified as available for sale and carried at fair
value, with the unrealized gains and losses, if any, reported as a separate
component of stockholders' equity. The Company held no marketable securities at
December 31, 1999 and 1998.

     The amortized cost of debt securities classified as available for sales is
adjusted for accretion of discounts to maturity. Such accretion is included in
interest income. Realized gains and losses are included in other income or
expense. The cost of securities sold is based on the specific identification
method.

     The fair value of available for sale marketable securities at December 31,
2000 was $5,463,000 and represented Commercial Paper and United State Government
Agency Obligations of $2,488,000 and $ 2,975,000, respectively.

     The Company's policy when applicable is to diversify the investment
portfolio to reduce exposure of principal to credit and investment sector risk.
At December 31, 2000, investments were placed with a variety of high credit
quality financial institutions or other issuers.

INVENTORIES

     Inventories are stated at the lower of cost (first-in, first-out) or
market.

PROPERTY AND EQUIPMENT

     Property and equipment are stated at cost. Costs of major additions and
betterments are capitalized; maintenance and repairs, which do not improve or
extend the life of the respective assets, are charged to operations. On
disposal, the related cost and accumulated depreciation or amortization is
removed from the accounts and any resulting gain or loss is included in the
results of operations. Depreciation is computed using the straight-line method
over the estimated useful lives of the assets. All laboratory, manufacturing and
office equipment have estimated useful lives of three to 10 years.

                                       F-9
<PAGE>   26
                                 HEMASURE INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

REVENUE RECOGNITION

     Revenues from product sales are recognized as defined by Generally Accepted
Accounting Principles in accordance with SEC Staff Accounting Bulletin No. 101,
when persuasive evidence of the arrangement exist, delivery has occurred, the
price is fixed or determinable, and collectibility is reasonably assured.
Revenue from product sales is recognized either when the goods are shipped and
title and risk of loss have transferred to the customer, or in instances where
title and risk of loss does not transfer to the customer upon shipment, the
Company recognizes revenue upon delivery. The Company accrues for estimated
warranty costs and other allowances when revenue is recognized based on its
experience.

RESEARCH AND DEVELOPMENT

     Research and development costs are expensed in the year incurred.

NET LOSS PER SHARE

     The Company follows Statement of Financial Accounting Standards No. 128,
"Earnings Per Share" ("SFAS 128"), which established standards for computing and
presenting earnings per share ("EPS"). Net loss per common share is based on the
weighted average number of shares of common stock outstanding during each
period. Potential common stock has not been included because the effect would be
antidilutive. The potential common stock of the Company consist of common stock
warrants (see Notes M and H), stock options (see Note K). The Company had
4,920,000, 4,757,000 and 4,214,000 potential common stock shares as of December
31, 2000, 1999, and 1998, respectively.

INCOME TAXES

     Deferred income taxes are accounted for under the asset and liability
method. Deferred tax assets and liabilities reflect the estimated future tax
consequences attributable to tax benefit carryforwards and to "temporary
differences" between amounts of assets and liabilities for financial reporting
purposes and such amounts as measured by tax laws. A valuation reserve is
established if it is more likely than not that all or a portion of the deferred
tax asset will not be realized.

     Net operating losses of the Company incurred while operating as a division
of Sepracor are not available for carryforward because the Company's results for
those periods were included in the tax returns of Sepracor. Additionally, based
upon the Internal Revenue Code and changes in company ownership, utilization of
the Company's net operating loss may be subject to an annual limitation.

COMPREHENSIVE INCOME

     For all periods presented, net income and comprehensive income are the same
due to the realization of all previously unrealized gains and losses in the
statement of operations.

NEW ACCOUNTING STANDARDS

     In December 1999, the Securities and Exchange Commission ("SEC") issued SAB
No. 101, "Revenue Recognition in Financial Statements," as amended by SAB 101A
and 101B, which is effective no later than the quarter ended December 31, 2000.
SAB No. 101 clarifies the SEC's views regarding the recognition of revenue. The
Company adopted SAB No. 101 in fiscal 2000. The adoption of SAB No. 101 did not
have a significant impact on the Company's financial position or results of
operations.

     In September 2000, the FASB issued SFAS No. 140 "Accounting for Transfers
and Servicing of Financial Assets and Extinguishments of Liabilities -- a
replacement of FASB Statement No. 125" ("SFAS 140"). SFAS 140 revises the
standards for accounting for securitizations and other transfers of

                                       F-10
<PAGE>   27
                                 HEMASURE INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

financial assets and collateral and requires certain disclosures, but it carries
over most of SFAS 125's provisions without reconsideration. This Statement is
effective for transfers and servicing of financial assets and extinguishments of
liabilities occurring after March 31, 2001. This Statement is effective for
recognition and reclassification of collateral and for disclosures relating to
securitization transactions and collateral for fiscal years ending after
December 15, 2000. The Company is currently analyzing this new standard.

     In March 2000, the FASB issued FASB Interpretation ("FIN") No. 44,
"Accounting for Certain Transactions Involving Stock Compensation -- an
Interpretation of APB Opinion No. 25." FIN No. 44 primarily clarifies (a) the
definition of an employee for purposes of applying APB Opinion No. 25, (b) the
criteria for determining whether a plan qualifies as a noncompensatory plan, (c)
the accounting consequence of various modifications to the terms of previously
fixed stock option awards and (d) the accounting for an exchange of stock
compensation awards in a business combination. The adoption of FIN No. 44 did
not have a significant impact on the Company's financial position or results of
operations.

     In June 1998, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities," as
amended by SFAS No. 137 and SFAS No. 138, which establishes accounting and
reporting standards for derivative instruments and hedging activities. The
standard requires that the Company recognize all derivatives as either assets or
liabilities on the balance sheet and measure those instruments at fair value.
The Company, to date, has not engaged in derivative and hedging activities, and
accordingly does not believe that the adoption of SFAS No. 133 will have a
material impact on its financial statements and related disclosures. The Company
will adopt SFAS No. 133 as amended by SFAS No. 137 and SFAS No. 138 in fiscal
year 2001.

USE OF ESTIMATES IN THE PREPARATION OF FINANCIAL STATEMENTS

     The preparation of financial statements in conformity with generally
accepted accounting principles requires management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at December 31, 2000 and 1999
and the reported amounts of revenues and expenses during the years ended
December 31, 2000, 1999 and 1998. Actual results could differ from those
estimates.

C. ACCOUNTS RECEIVABLE:

     The Company's 2000 and 1999 trade receivables primarily represent amounts
due for product sales. The allowance for doubtful accounts was $0 and $5,000 at
December 31, 2000 and 1999, respectively.

     The Company performs ongoing credit evaluations of its customers and
generally does not require collateral.

D. INVENTORIES:

     Inventories consist of the following at December 31:

<TABLE>
<CAPTION>
                                                               2000     1999
                                                              ------    ----
                                                              (IN THOUSANDS)
<S>                                                           <C>       <C>
Raw materials...............................................  $2,200    $393
Work in Progress............................................      78     401
Finished goods..............................................       7      12
                                                              ------    ----
                                                              $2,285    $806
                                                              ======    ====
</TABLE>

                                       F-11
<PAGE>   28
                                 HEMASURE INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

E. PROPERTY AND EQUIPMENT:

     Property and equipment consist of the following at December 31:

<TABLE>
<CAPTION>
                                                               2000       1999
                                                              -------    -------
                                                                (IN THOUSANDS)
<S>                                                           <C>        <C>
Laboratory and manufacturing equipment......................  $ 1,430    $ 1,835
Leased laboratory and manufacturing equipment...............       --        149
Office equipment............................................      704        858
Leasehold improvements......................................      858        772
                                                              -------    -------
                                                                2,992      3,614
Accumulated depreciation and amortization...................   (1,759)    (2,324)
                                                              -------    -------
                                                                1,233      1,290
Construction in progress....................................      617        257
                                                              -------    -------
                                                              $ 1,850    $ 1,547
                                                              =======    =======
</TABLE>

     Depreciation and amortization expense was $636,000, $475,000 and $391,000,
in 2000, 1999 and 1998, respectively. In 2000, the Company recorded to other
operating expense a $425,000 charge related to the fixed asset write-down of two
production units to their net scrap value, as they will no longer be used in the
manufacturing process.

     Accumulated amortization of assets under lease was $106,000 for the period
ended December 31, 1999.

F. ACCRUED EXPENSES AND COMMITMENTS AND CONTINGENCIES:

     Accrued expenses consist of the following at December 31:

<TABLE>
<CAPTION>
                                                               2000      1999
                                                              ------    ------
                                                               (IN THOUSANDS)
<S>                                                           <C>       <C>
Employee Compensation.......................................  $   91    $  189
Professional fees...........................................     428       155
Interest on notes payable...................................      --        41
Customer refunds............................................     664       175
Services....................................................      12       678
Miscellaneous...............................................     194       282
                                                              ------    ------
                                                              $1,389    $1,520
                                                              ======    ======
</TABLE>

     In the event of a termination of the Purchase Agreement with Whatman, the
Company is required to pay Whatman a fee of $500,000.

     In January 1997, the Company entered into a Restructuring Agreement with
respect to the indebtedness incurred by the Company in connection with its
acquisition of the plasma pharmaceutical business unit of Novo Nordisk. Pursuant
to the Restructuring Agreement, approximately $23,000,000 of indebtedness owed
to Novo Nordisk was restructured by way of issuance by the Company to Novo
Nordisk of a 12% convertible subordinated promissory note for a net amount,
after certain reductions and the forgiveness of a $3,000,000 amount, of
$8,687,000. On January 6, 1998, the Company converted the note, pursuant to its
terms, into shares of Common Stock at a conversion price of $10.50 per share, or
827,375 shares. The holder of the note initially contested the conversion of the
note, however, in March 2001, the holder surrendered the note consistent with
the terms of the Restructuring Agreement.

                                       F-12
<PAGE>   29
                                 HEMASURE INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

G. LEASE OBLIGATIONS:

     The Company leased certain laboratory, research and office space from
Sepracor through 1995. In 1995, the Company executed a lease for these facility
requirements, which commenced in February 1996 and extends through February
2004. The lease provides for two five-year renewal options. Under the terms of
the lease, the Company is required to pay its allocated share of taxes and
operating costs in addition to the base annual rent.

     The Company leased various laboratory, manufacturing and computer equipment
under noncancelable capital leases. Terms of arrangements with the leasing
company contain bargain purchase provisions at the expiration of the lease term,
which range from 36 months to 42 months. In some instances, the Company was
required to make a deposit of 20% of the original equipment cost, which earned
interest at an annual rate of 4%. As of December 31, 2000, all lease agreements
have expired and there are no amounts outstanding under the Lease Agreements.
Under certain circumstances, Sepracor was the guarantor of debt incurred to
acquire equipment under the leasing facilities. The interest rate charged on the
Company's capital leases ranges from 14% to 21%.

     Future minimum payments under all noncancelable leases in effect at
December 31, 2000 are as follows:

<TABLE>
<CAPTION>
                                                           OPERATING
YEAR                                                         LEASES
----                                                       ---------
                                                         (IN THOUSANDS)
<S>                                                      <C>
2001...................................................       $295
2002...................................................        306
2003...................................................        306
2004...................................................         26
2005 and thereafter....................................         --
                                                              ----
Total minimum lease payments...........................       $933
                                                              ====
</TABLE>

     The total charged to rent expense for all noncancelable leases including
amounts for building maintenance, utilities and other operating costs was
$872,000, $660,000, and $833,000, in 2000, 1999, and 1998, respectively.

     In December 1999, the Company entered into an exclusive five-year
manufacturing and supply agreement with a major supplier of a component to the
Company's product. The Company completed two amendments to this agreement in
both September and December 2000 in which it agreed to pay Filtertek a total of
$705,000. No commitments have been made to make such payments in the future. The
agreement contains minimum purchase requirements in future years, which if not
met could require the Company to purchase certain production equipment of the
supplier as defined in the agreement. The supplier, under certain conditions,
will acquire such equipment during fiscal years 2000 and 2001. The agreement
also contains provisions under which the agreement could become non-exclusive
under certain conditions as defined in the agreement and for extensions of the
term of the agreement.

                                       F-13
<PAGE>   30
                                 HEMASURE INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

H. NOTES PAYABLE:

     Notes payable consist of the following at December 31:

<TABLE>
<CAPTION>
                                                       2000     1999
                                                       ----    ------
                                                       (IN THOUSANDS)
<S>                                                    <C>     <C>
Leasehold improvements financing.....................  $43     $   73
Revolving line of credit.............................   --      5,000
                                                       ---     ------
                                                        43      5,073
Less current portion.................................   34      5,030
                                                       ---     ------
                                                       $ 9     $   43
                                                       ===     ======
</TABLE>

     In March 1997, the Company exercised its right, under the lease, to have a
portion of its leasehold improvements financed and received $140,000 in
connection with this arrangement. This amount will be repaid in 60 equal monthly
installments with an interest rate of 12% per annum.

     In September 1998, the Company completed a $5 million revolving line of
credit arrangement with a commercial bank. In September 2000, the revolving line
of credit expired and was repaid by the Company in accordance with the
agreement. The revolving line of credit was being used to help finance the
Company's working capital requirements and for general corporate purposes.
Amounts borrowed under the line bear interest at the bank's prime lending rate
plus  1/2% payable monthly in arrears. For the year ended December 31, 2000, the
Company recorded interest expense related to borrowings under the line of
$322,000.

     Sepracor guaranteed to repay amounts borrowed under the line of credit. In
exchange for the guarantee, the Company granted to Sepracor warrants to purchase
up to 1,700,000 shares of the Company's common stock at a price of $0.69 per
share. The warrants will expire in the year 2003 and have certain registration
rights associated with them. HemaSure placed a value of $1,938,000 on the
1,700,000 warrants as of the date of the final agreement and amortized this
deferred financing charge on a monthly basis over the term of the line of
credit. For the periods ended December 31, 2000 and 1999 the Company amortized
$725,000 and $1,024,000, respectively, of this deferred finance charge and
recorded it as interest expense in the Statement of Operations.

I. SEGMENT INFORMATION:

     The Company operates exclusively in the blood filtration business, which
the Company considers to be one business segment.

     Revenue from significant customers are as follows:

<TABLE>
<CAPTION>
YEAR ENDED DECEMBER 31:                                       2000    1999    1998
-----------------------                                       ----    ----    ----
<S>                                                           <C>     <C>     <C>
American Red Cross..........................................   50%     66%     53%
Gambro, Inc.................................................   49%     33%     --
Other.......................................................   --      --      10%
</TABLE>

J. STOCKHOLDERS' EQUITY:

     In March 2000, the Company completed a private placement financing yielding
gross proceeds of $27,975,000 in which institutional investors purchased
3,730,000 shares of its common stock at a purchase price of $7.50 per share. The
Company has registered 2,551,320 of such shares for resale. The Company has used
the majority of the net proceeds of such financing, which aggregated
$25,791,000, for working capital, capital equipment and general corporate
purposes.

                                       F-14
<PAGE>   31
                                 HEMASURE INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     In March 1999, the Company completed a private placement financing with
Sepracor in which the Company received $2,000,000 in exchange for 1,333,334
shares of the Company's common stock and warrants to purchase an additional
667,000 shares of common stock at $1.50 per share. The warrants will expire in
the year 2004 and have certain registration rights associated with them. In
certain circumstances, the Company is entitled to require Sepracor to exercise
these warrants.

     On May 3, 1999, the Company completed a private placement financing with
Gambro Inc. ("Gambro"). The stock subscription agreement, which the Company
entered into with Gambro in connection with this financing, provided for an
initial investment of $9,000,000 in exchange for 4,500,000 shares of the Company
common stock. The stock subscription agreement also provided Gambro with an
option to purchase additional shares of the Company's common stock for up to an
aggregate purchase price of $3,000,000 at any time between August 3, 1999 and
May 3, 2000 with the price per share of common stock to be based upon the market
price of the Company's common stock. In October 1999, Gambro exercised this
option in full. In connection with the exercise of this option, Gambro purchased
498,355 shares at a price of $6.02 per share. The price and number of shares
reflected the average price of the Company's stock in the 30 days prior to the
exercise date of October 5, 1999. In March 2001, the Company signed a
termination and release agreement with Gambro, effective November 2000, which
ended the distribution and development agreement. In consideration for the
Company's inventory (net book value at December 31, 2000 of $332,000) of
products bearing Gambro's company name, and by way of complete resolution of all
issues now outstanding between the Company and Gambro, Gambro agreed to return
1,011,692 shares of common stock with a fair market value at closing of
$332,000.

K. STOCK OPTION PLANS:

     Statement of Financial Accounting Standards No. 123, "Accounting for
Stock-Based Compensation" ("SFAS No. 123"), encourages, but does not require
companies to record compensation cost for stock-based employee compensation
plans at fair value. The Company has chosen to continue to account for
stock-based compensation using the intrinsic value method prescribed in
Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued to
Employees," and related interpretations. Accordingly, compensation cost for
stock options is measured as the excess, if any, of the quoted market price of
the Company's stock at the date of the grant over the amount an employee must
pay to acquire the stock.

     The Company has two stock options plans currently in effect under which
future grants may be issued: The 1994 Stock Option Plan, as amended, and the
1994 Director Option Plan, as amended (collectively, the "Plans"). A total of
3,528,400 shares have been authorized by the Company for grants of options or
shares, of which 410,400 are still available for grant. Stock options granted
during 2000 and 1999 generally have a maximum term of ten years and vest ratably
over a period of two to five years.

                                       F-15
<PAGE>   32
                                 HEMASURE INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     A summary of the Company's stock option activity for the years ended
December 31 follows:

<TABLE>
<CAPTION>
                                                              NUMBER OF OPTIONS    WEIGHTED AVERAGE
                                                               (IN THOUSANDS)       EXERCISE PRICE
                                                              -----------------    ----------------
<S>                                                           <C>                  <C>
Outstanding at December 31, 1997............................        2,019               $3.25
Granted.....................................................        2,029               $0.72
Exercised...................................................           --                  --
Terminated..................................................       (1,534)              $3.06
                                                                   ------               -----

Outstanding at December 31, 1998............................        2,514               $1.31
Granted.....................................................          302               $5.27
Exercised...................................................         (363)              $2.02
Terminated..................................................          (63)              $0.94
                                                                   ------               -----

Outstanding at December 31, 1999............................        2,390               $1.72
Granted.....................................................          357               $4.62
Exercised...................................................         (110)              $1.45
Terminated..................................................          (84)              $5.22
                                                                   ------               -----

Outstanding at December 31, 2000............................        2,553               $2.03
                                                                   ======               =====
</TABLE>

     The following table summarizes the status of the Company's stock options at
December 31, 2000:

<TABLE>
<CAPTION>
                           OPTIONS OUTSTANDING                                         OPTIONS EXERCISABLE
--------------------------------------------------------------------------    --------------------------------------
                                                                WEIGHTED                      NUMBER
                                                 NUMBER          AVERAGE      WEIGHTED     EXERCISABLE      WEIGHTED
                                             OUTSTANDING AS     REMAINING     AVERAGE         AS OF         AVERAGE
                                              OF 12/31/00      CONTRACTUAL    EXERCISE       12/31/00       EXERCISE
         RANGE OF EXERCISE PRICES            (IN THOUSANDS)       LIFE         PRICE      (IN THOUSANDS)     PRICE
         ------------------------            --------------    -----------    --------    --------------    --------
<S>                                          <C>               <C>            <C>         <C>               <C>
$  .63 -- $  .94...........................      1,490             7.1         $  .64            727         $  .64
$ 1.25 -- $ 1.75...........................        288             7.5         $ 1.27            118         $ 1.29
$ 2.00 -- $ 2.12...........................        157             5.1         $ 2.04            107         $ 2.00
$ 3.22 -- $ 4.88...........................         57             6.7         $ 3.77             38         $ 3.75
$ 5.00 -- $ 5.94...........................        523             9.0         $ 5.30             53         $ 5.60
$12.38 -- $16.25...........................         38             5.3         $14.35             34         $14.57
                                                 -----             ---         ------         ------         ------
                                                 2,553             7.4         $ 2.03          1,077         $ 1.65
</TABLE>

     The weighted average grant date fair value for options granted during 2000,
1999 and 1998 was $3.12, $3.57 and $0.49 per option, respectively. The fair
value of these options at date of grant was estimated using the Black-Scholes
model with the following weighted average assumptions for 2000, 1999 and 1998:
risk-free interest rate of 5.5%; dividend yields of 0%; volatility factor of the
market price of the Company's common stock of 75%; and a weighted average
expected life of the options of 5.5 years.

     During 1994 and prior to the Company's initial public offering, options to
purchase 482,000 shares of common stock were granted under the Plans at an
exercise price of $2.00 per share. The estimated fair market value on the date
of grant was $4.00 per share. The Company recorded compensation expense from
1994 through 1998, which expense was $89,000 in 1998.

     In 1995, the Company adopted the 1995 Employee Stock Purchase Plan (the
"Stock Purchase Plan"). Under the Stock Purchase Plan, an aggregate of 500,000
shares of common stock may be purchased by employees at 85% of market value on
the first or last day of each six-month offering period, whichever is lower,
through accumulation of payroll deductions ranging from 1% to 10% of
compensation as defined, subject to

                                       F-16
<PAGE>   33
                                 HEMASURE INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

certain limitations. Options were exercised to purchase 240,117 shares for a
total of $159,000 during the year ended December 31, 2000 and 41,071 shares for
a total of $117,000 during the year ended December 31, 1999. At December 31,
2000, 51,280 shares of common stock were reserved for future issuance under the
plan.

     Had compensation cost for the Company's stock option plans been determined
based on the fair value at the grant date for awards in 2000, 1999 and 1998
consistent with the provisions of SFAS No. 123, the Company's net loss and net
loss per share would have been reduced to the pro forma amounts indicated below.
The application of SFAS No. 123 to the employee stock purchase plan would not
result in a significant difference from reported net income and earnings per
share.

<TABLE>
<CAPTION>
                                                                2000           1999           1998
                                                             -----------    -----------    -----------
                                                             (IN THOUSANDS; EXCEPT PER SHARE AMOUNTS)
<S>                                                          <C>            <C>            <C>
Net loss -- as reported....................................   $(16,223)      $(10,665)      $(12,170)
Net loss -- pro forma......................................   $(17,062)      $(11,274)      $(12,610)
Net loss per share -- as reported -- basic and diluted.....   $  (0.85)      $  (0.77)      $  (1.35)
Net loss per share -- pro forma -- basic and diluted.......   $  (0.90)      $  (0.82)      $  (1.40)
</TABLE>

     The pro forma effect on net income for 2000, 1999 and 1998 is not
representative of the pro forma effect on net income in future years because it
does not take into consideration pro forma compensation expense related to
grants made prior to 1995 or anticipated future option activity.

     In connection with the initial public offering, the Company granted to the
underwriter an option to purchase 217,500 shares of common stock at an exercise
price equal to 150% of the initial public offering price or $10.50 and subject
to adjustment in certain circumstances. The option was exercisable at any time
or from time to time after April 14, 1995 and before April 14, 1999. The option
was not exercised.

L. INCOME TAXES:

     The components of the Company's deferred tax assets and liabilities are as
follows at December 31:

<TABLE>
<CAPTION>
                                                                2000        1999
                                                              --------    --------
                                                                 (IN THOUSANDS)
<S>                                                           <C>         <C>
Deferred taxes:
  Net operating loss carryforwards..........................  $ 35,747    $ 31,315
  Research and development expense capitalization...........     5,180       4,392
  Tax credit carryforwards..................................     1,632       1,235
  Inventory reserves........................................       803          20
  Deferred compensation.....................................       285         285
  Accrued charges not paid..................................       527         512
  Other.....................................................        --           7
  Property and equipment....................................       214           1
                                                              --------    --------
                                                                44,388      37,767
Valuation allowance.........................................   (44,388)    (37,767)
                                                              --------    --------
Net deferred taxes..........................................  $     --    $     --
                                                              ========    ========
</TABLE>

     Due to the uncertainty surrounding the realization of the favorable tax
attributes in future tax returns, the Company has placed a valuation allowance
against its otherwise recognizable net deferred tax assets.

     The Company's statutory and effective tax rates were 34% and 0%,
respectively, for 2000 and 1999. The effective tax rate was 0% due to a net
operating loss and the non-recognition of any net deferred tax asset. At
December 31, 2000, the Company had federal and state tax net operating loss
carryforwards ("NOLs") of

                                       F-17
<PAGE>   34
                                 HEMASURE INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

approximately $85,000,000 and $73,000,000, respectively, to offset future
regular taxable earnings. The federal and state NOLs begin to expire in 2009 and
2001. Approximately $7,000,000 of state NOLs expired in 2000. The Company has
federal and state research and development tax credits of approximately $890,000
and $680,000, respectively, which both begin to expire in 2009. The Company has
a state investment tax credit carryforward of approximately $50,000, of which
approximately $6,900 expired in 2000.

M. AGREEMENTS:

     In January 2000, the Company entered into a non-exclusive agreement with
Command Medical Products, Inc. ("Command"), to (i) act as its manufacturer and
supplier of dry bags used in its r/LS System and (ii) assemble the filters used
in its r/LS System, subject to certain terms and conditions. In December 2000,
the Company agreed to pay Command $600,000 in connection with the termination of
its supply and assembly agreement and release.

     In December 1999, the Company entered into an exclusive five-year
manufacturing and supply agreement with Filtertek, Inc. ("Filtertek"), a major
supplier of a component to the Company's product. The Company completed two
amendments to this agreement in both September and December 2000 in which it
agreed to pay Filtertek a total of $705,000. No commitments have been made to
make such payments in the future. The agreement contains minimum purchase
requirements in future years, which if not met could require the Company to
purchase certain production equipment of the supplier as defined in the
agreement. The supplier, under certain conditions, will acquire such equipment
during fiscal years 2000 and 2001. The agreement also contains provisions under
which the agreement could become non-exclusive under certain conditions as
defined in the agreement and for extensions of the term of the agreement.

     In July 1999, the Company entered into a master purchase agreement with the
ARC that provides for the sale of the r/LS System by the Company to the ARC on
specified terms. In April 2000, the Company was notified that the ARC, the
Company's largest customer, was suspending use of the Company's r/LS System
pending the outcome of an investigation of a small number of non-critical
adverse reactions in patients who had received a transfusion of blood filtered
with the r/LS. In September 2000, the Company was notified that the ARC
terminated its supply contract for the r/LS System based on the extended period
of time taken to prove product improvements resolved these reactions. The
Company and the American Red Cross are currently negotiating a termination of
the purchase contract and a release of any and all claims that either party may
have against the other, with certain exceptions.

     In August 1998, the Company completed an amended and restated Master
Strategic Alliance Agreement with the ARC BioMedical Services, which provides
for, among other things, the development and enhancement of a number of
filtration products, based on the Company's core technology. The agreement has a
term of five years, unless previously terminated, and can be renewed or
extended. In connection with this agreement, the ARC is eligible to receive
warrants to purchase common stock of the Company up to a maximum of 400,000
shares based on certain milestones and at a price of $1.51 per share, as
determined at the date of this agreement. As of December 31, 2000 no warrants
have been issued under this Agreement.

     In 1998, the Company completed a distribution and development agreement,
which was amended in May 1999, with Gambro to act as the Company's exclusive
distributor of the Company's r/LS System worldwide, except for sales to the ARC.
In March 2001, the Company signed a termination and release agreement with
Gambro BCT, effective November 2000, which ended the distribution and
development agreement. In March 2001, the Company signed a termination and
release agreement with Gambro, effective November 2000, which ended the
distribution and development agreement. In consideration for the Company's
inventory (net book value at December 31, 2000 of $332,000) of products bearing
Gambro's company name, and by way of complete resolution of all issues now
outstanding between the Company and Gambro, Gambro agreed to return 1,011,692
shares of common stock with a fair market value at closing of $332,000.
                                       F-18
<PAGE>   35
                                 HEMASURE INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     As of March 2, 2001, Gambro owned 31% of the Company's issued and
outstanding Common Stock. Effective with the return of 1,011,692 shares of
common stock by Gambro in connection with the termination and release of the
supply and development agreement between the Company and Gambro, Gambro will own
27% of the issued and outstanding common stock of the Company.

     Under a Technology Transfer and License Agreement, Sepracor transferred to
the Company all technology owned or controlled by Sepracor, including trade
secrets, patents and patent applications, that relates to and is used in
researching, developing or manufacturing products in the Company Field as
defined in the agreement. Further, Sepracor granted an exclusive license to the
Company for any improvements to the transferred technology, which were
developed, or otherwise acquired, by Sepracor during the period beginning on the
date of the Technology Transfer and License Agreement and terminating on the
earlier of January 1, 1998 or the acquisition of Sepracor or the Company (the
"Effective Period"). The Company granted to Sepracor an exclusive license to the
transferred technology for the development, manufacture, use or sale of any
products within the field of chiral synthesis, chiral separations and the
development, manufacture, use or sale of chiral drugs and chiral drug
intermediates, as well as a non-exclusive license to the transferred technology
for the development, manufacture, use or sale of any products outside of the
Company Field. All licenses were royalty-free. Sepracor also granted the Company
a right of first refusal to any product, which Sepracor proposed to sell, or
license a third party to sell during the Effective Period, for use within the
Company Field.

     In addition, beginning in April 1998, Sepracor was entitled to certain
rights with respect to the registration under the Securities Act of 1933, as
amended, of a total of 3,000,000 shares of common stock related to the
technology transfer and establishment of the Company in 1993. These rights
provide that Sepracor may require the Company, on two occasions, to register
shares having an aggregate offering price of at least $5,000,000, subject to
certain conditions and limitations.

     In September 1998, the Company obtained a $5 million revolving line of
credit arrangement with a commercial bank. Sepracor guaranteed repayment of
amounts borrowed under the line of credit. In exchange for the guarantee, the
Company granted to Sepracor warrants to purchase up to 1,700,000 shares of the
Company's common stock at a price of $0.69 per share. The warrants will expire
in the year 2003 and have certain registration rights associated with them. In
September 2000, the revolving line of credit expired and the $5 million
outstanding was repaid by the Company in accordance with the agreement. (See
Note H.)

     In March 1999, the Company completed a private placement financing with
Sepracor in which the Company received $2,000,000 in exchange for 1,333,334
shares of the Company's common stock and warrants to purchase an additional
667,000 shares of common stock at $1.50 per share. The warrants will expire in
the year 2004 and have certain registration rights associated with them. In
certain circumstances, the Company is entitled to require Sepracor to exercise
these warrants.

     As of March 2, 2001, Sepracor owned 22% of the Company's issued and
outstanding Common Stock. Effective with the return of 1,011,692 shares of
common stock by Gambro in connection with the termination and release of the
supply and development agreement between the Company and Gambro, Sepracor will
own 23% of the issued and outstanding common stock of the Company.

N. EMPLOYEES' SAVINGS PLAN:

     The Company has a 401(k) plan for all employees. Under the provisions of
the plan, employees may voluntarily contribute up to 15% of their compensation
subject to statutory limitations. In addition, the Company can make a matching
contribution at its discretion. In 1999 the Company provided approximately
$40,000 of matching contributions. There were no employer contributions to the
plan in 2000.

                                       F-19
<PAGE>   36
                                 HEMASURE INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

O. LITIGATION:

     The Company is a defendant in a lawsuit brought by Pall Corporation
("Pall") regarding the Company's LeukoNet System, which is no longer made or
sold by the Company. In a complaint filed in November 1996, Pall alleged that
the manufacture, use and/or sale of the LeukoNet System infringed upon two
patents held by Pall. Pall dropped its allegations concerning infringement of
one of the patents and alleges only that the LeukoNet System infringed Pall's
U.S. Patent No. 4,952,572 (the " '572 Patent").

     With respect to the allegations concerning the '572 Patent, the Company
answered the complaint stating that the LeukoNet System does not infringe any
claim of the asserted patents. Further, the Company counterclaimed for
declaratory judgment of invalidity, noninfringement and unenforceability of the
'572 Patent. Pall amended its complaint to add Lydall, Inc., whose subsidiary
supplied the filter media for the LeukoNet System, as a co-defendant. The
Company filed for summary judgment of non-infringement, and Pall cross-filed for
summary judgement of infringement at the same time. Lydall, Inc. supported the
Company's motion for summary judgment of non-infringement, and filed a motion
for summary judgment that the asserted claims of the '572 patent are invalid as
a matter of law. Discovery has been completed in the action. The Court held a
hearing on the summary judgment motions on April 18, 2000. No decision has been
made on the motions.

     The Company and Gambro BCT, Inc. filed a complaint for declaratory relief
against Pall in the United States District Court of Colorado. The Company and
Gambro BCT seek declaratory relief that the '572 Patent, Pall's U.S. Patent No.
5,451,321 (the "321 Patent") and Pall's U.S. Patent No.'s 5,229,012, 5,344,561,
5,501,795 and 5,863,436 are invalid and not infringed by the Company's r/LS
System and methods of using the r/LS System. Pall moved to dismiss or transfer
to the Eastern District of New York or, in the alternative, to stay this action.
The Company and Gambro BCT opposed Pall's motion. On July 16, 1999, the United
States District Court of Colorado denied Pall's motion to transfer or, in the
alternative, to stay the action. On September 30, 1999, the Court denied Pall's
motion to dismiss the action. On October 20, 1999, Pall submitted a counterclaim
alleging that the Company's r/LS System infringes its patents that are the
subject of the lawsuit and that the Company and Gambro BCT tortiously interfered
and unfairly competed with Pall's business. The Company and Gambro BCT replied
to Pall's counterclaim and denied Pall's allegations of tortious interference,
unfair competition and patent infringement.

     On July 13, 2000, Pall filed a Complaint in the United States District
Court for the District of Colorado against the Company, Gambro BCT, Inc. and
Gambro AB alleging that the Company's r/LS system infringes Pall's U.S. Patent
No. 6,086,770 (the "770 Patent"). On August 11, 2000, this action was
consolidated with the earlier declaratory relief action in the United States
District Court for the District of Colorado. The Company, Gambro BCT, Inc. and
Gambro AB answered the complaint, denied the allegations of infringement and
submitted a counterclaim alleging that Pall's '770 patent is invalid, not
infringed and unenforceable. In September 2000, Pall answered the counterclaim
and denied the allegations of noninfringement, invalidity and unenforceability.
Discovery is proceeding.

     On December 15, 2000, Pall filed a complaint against Filtertek, Inc.
("Filtertek") alleging that Filtertek, a manufacturer of the r/LS filter,
infringes the seven above-mentioned Pall patents. Filtertek answered the
complaint on January 31, 2001, denied Pall's allegations of infringement and
asserted that the claims of the Pall patents are invalid and/or unenforceable
and that Pall is estopped from asserting infringement against Filtertek by
reason of Pall's prior conduct with Filtertek. This action has been consolidated
with the other actions pending in Colorado. Discovery is now ongoing.

     On December 22, 2000, Gambro AB and Gambro BCT moved to dismiss the
consolidated actions based on a settlement agreement with Pall Corporation. On
January 10, 2001, the Court dismissed the action with respect to all claims
between Pall, Gambro BCT, and Gambro AB.

                                       F-20
<PAGE>   37
                                 HEMASURE INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     On April 23, 1999, Pall filed a complaint against the Company and Gambro
BCT in the Eastern District of New York alleging that the Company's r/LS System
infringes Pall's '572 Patent and that the Company and Gambro BCT tortiously
interfered and unfairly competed with Pall's business. On May 19, 1999, Pall
amended its complaint and added Gambro, Gambro A.B. and Sepracor as defendants.
The Company and Gambro BCT have moved to dismiss, transfer or stay the action
and Pall has opposed the motion. On April 18, 2000, Pall moved, without
opposition from the defendants, to dismiss the action and the Court granted
Pall's motion.

     A prior lawsuit brought by Pall in February 1996 has concluded. In June
1999, the United States Court of Appeals for the Federal Circuit determined that
the LeukoNet System did not infringe claim 39 of the '321 Patent and Pall has
not appealed that decision.

     The Company has engaged patent counsel to investigate the pending
litigations. The Company believes, based upon its review of these matters, that
a properly informed court should conclude that the manufacture, use and/or sale
by the Company or its customers of the LeukoNet System and the r/LS System do
not infringe any valid enforceable claim of the Pall patents. However, there can
be no assurance that the Company will prevail in the pending litigations, and an
adverse outcome in a patent infringement action would have a material and
adverse effect on the Company's financial condition and future business and
operations, including the possibility of significant damages in the litigations
and an injunction against the sale of the r/LS System if the Company does not
prevail in the litigations.

P. SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED):

<TABLE>
<CAPTION>
                                                      Q1 2000    Q2 2000    Q3 2000    Q4 2000
                                                      -------    -------    -------    -------
                                                      (IN THOUSANDS, EXCEPT FOR SHARE AMOUNTS)
<S>                                                   <C>        <C>        <C>        <C>
Total revenues......................................  $ 1,816    $   643    $   288    $   472
Loss from operations................................   (3,091)    (3,293)    (4,735)    (4,957)
Net Loss............................................  $(3,319)   $(3,346)   $(4,709)   $(4,849)
Net loss per share basic and diluted................  $ (0.19)   $ (0.17)   $ (0.24)   $ (0.25)
Weighted average number of shares of common stock
  Outstanding -- basic and diluted..................   17,039     19,652     19,704     19,773
</TABLE>

<TABLE>
<CAPTION>
                                                      Q1 1999    Q2 1999    Q3 1999    Q4 1999
                                                      -------    -------    -------    -------
<S>                                                   <C>        <C>        <C>        <C>
Total revenues......................................  $     4    $     9    $   119    $   673
Loss from operations................................   (2,544)    (2,173)    (2,236)    (2,420)
Net Loss............................................  $(2,918)   $(2,473)   $(2,543)   $(2,731)
Net loss per share basic and diluted................  $ (0.32)   $ (0.17)   $ (0.17)   $ (0.17)
Weighted average number of shares of common stock
  Outstanding -- basic and diluted..................    9,221     14,830     15,145     15,782
</TABLE>

Q. SUBSEQUENT EVENTS:

     In March 2001, the Company signed a termination and release agreement with
Gambro, effective November 2000, which ended the distribution and development
agreement. Gambro cited the termination of the Company's supply contract with
ARC and other recent business conditions as the reasons for terminating the
agreement. In consideration for the Company's inventory (net book value at
December 31, 2000 of $332,000) of products bearing Gambro's company name, and by
way of complete resolution of all issues now outstanding between the Company and
Gambro, Gambro agreed to return 1,011,692 shares of common stock with a fair
market value at closing of $332,000.

     On February 3, 2001, the Company agreed to sell substantially all of the
Company's non-cash assets to Whatman Bioscience Inc., a Massachusetts
corporation ("Whatman"), a wholly owned subsidiary of
                                       F-21
<PAGE>   38
                                 HEMASURE INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

Whatman plc, an English corporation ("Whatman plc") pursuant to the terms of an
Asset Purchase Agreement ("Purchase Agreement") executed by the two companies.

     Following approval and adoption of the Purchase Agreement by the
Stockholders of the Company and the satisfaction or waiver of certain other
conditions, the Company will sell substantially all of its non-cash assets to
Whatman. Under the terms of the Purchase Agreement, the consideration to be
received by the Company for the Asset Sale (the "Consideration") will consist of
(1) $10 million in cash, which will be paid to the Company at the Closing; (2)
an additional payment by Whatman, in cash or common stock of Whatman plc at
Whatman's option, which effectively reimburses the Company for its net operating
costs and expenses incurred in connection with the Company's business during the
period beginning on November 1, 2000 and ending on the Closing Date (the
"Reimbursement Portion"), which amount is currently anticipated to be
approximately $4 million and is expected to be paid to the Company in the second
quarter of 2001; and (3) a royalty of 4% on sales by Whatman, Whatman plc or
their affiliates of certain filtration products, including products that utilize
the Company's technology, up to a total royalty of $12 million, subject to
certain reductions described in the Royalty Agreement, which include the offset
of certain potential liabilities associated with the Company's patent litigation
with Pall Corporation that Whatman will assume. Accordingly, the total amount of
the Consideration to be paid by Whatman to the Company will be approximately $14
million to $26 million in cash or cash and common stock of Whatman plc.

     Under the terms of the Purchase Agreement, Whatman will assume and be
legally responsible for certain liabilities of the Company, and Whatman plc will
guarantee Whatman's obligation to pay the Consideration to the Company. In
addition, in the event that Whatman elects to pay the approximately $4 million
reimbursement portion of the Consideration in shares of Whatman plc's common
stock, the Purchase Agreement provides that Whatman plc will guarantee a minimum
per share price to the Company of $4.3864 with respect to any share of Whatman
plc's common stock resold by the Company within 60 days after such shares are
issued to the Company. The Company currently anticipates that any share of
Whatman plc's common stock issued to the Company will be resold by the Company
within 60 days of the issuance to the Company of such share.

     The Company has the right to terminate the Purchase Agreement under certain
circumstances, including if the Board of Directors determines, upon the written
opinion of the Company's counsel, that the failure to terminate the Purchase
Agreement could be expected to be a breach of, or be inconsistent with, the
fiduciary duties of the Board of Directors under applicable law. In the event of
termination for the foregoing reason, the Company is required to pay Whatman a
fee of $500,000 upon the termination of the Purchase Agreement.

     The obligations of the Company, Whatman and Whatman plc to consummate the
Asset Sale are subject to a number of customary conditions, including, among
others, approval and adoption of the Purchase Agreement by the affirmative vote
of the holders of a majority of the outstanding Shares entitled to vote thereon.

     It is currently anticipated that the Closing Date will occur on or as
promptly as practicable following the approval and adoption of the Purchase
Agreement by the Stockholders of the Company and the satisfaction or waiver of
all of the other conditions set forth in the Purchase Agreement. Either party
may terminate the Purchase Agreement if the closing does not occur by May 31,
2001. Accordingly, there can be no assurance as to if or when the Asset Sale
will be consummated.

     Upon closing of the Purchase Agreement with Whatman, the Company is
expected to have approximately $17.5 million in a combination of cash, cash
equivalents, marketable securities and Whatman plc stock (based on current cash
and marketable securities levels, the Company's expected "burn rate" through
closing and the terms of the Purchase Agreement). In that regard, the Company is
in the preliminary stages of considering various strategic business combinations
and other transactions with a view toward further enhancing stockholder value
following the consummation of the sale of its assets and business to Whatman.

                                       F-22
<PAGE>   39
                                 HEMASURE INC.

           NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -- (CONTINUED)

     In the event that the Asset Sale does not occur, the Company will consider
other business alternatives, including but not limited to other business
combinations and a liquidation of the Company's assets. Given that any proceeds
from any such liquidation and any other cash on hand would be first used to pay
the Company's creditors and outstanding payables, and given certain legal
requirements that the Company maintain certain cash on hand for certain mandated
time periods, there is no assurance as to when, if ever, any proceeds from a
liquidation would be distributed to the Company's Stockholders.

                                       F-23
<PAGE>   40

                                   SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, on the 10th day of
April, 2001.

                                          HEMASURE INC.

                                          By: /s/ JOHN F. MCGUIRE, III
                                            ------------------------------------
                                            John F. McGuire, III
                                            President and Chief Executive
                                              Officer

                                       S-1
<PAGE>   41

                                 EXHIBIT INDEX

     The following exhibits are filed as part of this Annual Report on Form
10-K:

<TABLE>
<CAPTION>
EXHIBIT
  NO.                                DESCRIPTION
-------                              -----------
<C>          <S>
  2.1 (6)    Heads of Agreement, dated as of January 31, 1996, between
             the Company and Novo Nordisk A/S.
  3.1 (1)    Certificate of Incorporation of the Company.
  3.2 (1)    By-Laws of the Company.
  4.1 (1)    Specimen Certificate for shares of Common Stock, $.01 par
             value, of the Company.
  4.2 (9)    Registration Rights Agreement, dated January 23, 1997, by
             and among the Company and Novo Nordisk A/S
  4.3 (10)   Registration Rights Agreement, dated as of September 15,
             1998, between the Company and Sepracor.
  4.4 (11)   Warrant Agreement, dated as of September 15, 1998, between
             the Company and Sepracor.
  4.5 (11)   Warrant Certificate, dated as of September 15, 1998, between
             the Company and Sepracor.
  4.6 (13)   Registration Rights Agreement, dated as of March 23, 1999,
             between the Company and Sepracor.
  4.7 (13)   Warrant Agreement, dated as of March 23, 1999, between the
             Company and Sepracor.
  4.8 (13)   Warrant Certificate, dated as of March 23, 1999, between the
             Company and Sepracor.
  4.9 (14)   Stock Subscription Agreement, dated as of May 3, 1999,
             between the Company and COBE.
  4.10(14)   Stockholder's Agreement, dated as of May 3, 1999, between
             the Company and COBE.
 10.1 (9)    1994 Stock Option Plan, as amended.
 10.2 (9)    1994 Director Option Plan.
 10.3 (1)    Form of Technology Transfer and License Agreement between
             the Company and Sepracor Inc.
 10.4 (6)    Lease Agreement for 140 Locke Drive, Marlborough, MA, dated
             as of November 1995, between the Company and First Marlboro
             Development Trust.
 10.5 (4)    Employment Agreement between the Company and Dr. Hans
             Heiniger, dated January 10, 1994.
 10.6 (7)    Asset Purchase Agreement dated as of May 2, 1996 between the
             Company, HemaPharm Inc., HemaSure A/S and Novo Nordisk A/S.
 10.7 (8)    Restructuring Agreement, dated January 23, 1997, between the
             Company, HemaPharm Inc., HemaSure A/S and Novo Nordisk A/S.
 10.8 (9)    Convertible Subordinated Note Due December 31, 2001 in the
             amount of U.S. $11,721,989, issued by the Company to Novo
             Nordisk A/S, dated January 23, 1997.
 10.9 (9)    Amendment to the Company's 1994 Director Option Plan, dated
             June 25, 1996.
 10.10(9)    Amendment to the Company's 1994 Director Option Plan,
             effective as of May 16, 1996.
 10.11(9)    Amendment to the Company's 1994 Stock Option Plan, dated
             June 25, 1996.
 10.12(9)    Amendment to the Company's 1994 Stock Option Plan, effective
             as of May 16, 1996.
 10.13(9)    Sublease Agreement, between the Company and Novo Nordisk
             A/S, dated May 2, 1996, for the Premises (Denmark), as
             amended.
 10.14(9)    Sublease Agreement between the Company and Novo Nordisk A/S,
             dated May 2, 1996, for the Warehouse (Denmark), as amended.
 10.15(12)   Employment Agreement between the Company and John F.
             McGuire, dated April 1, 1997.
 10.16(12)   Settlement Agreement, dated September 1997, by and among the
             Company, HemaSure AB, HemaPharm Inc., Pharmacia & Upjohn
             Inc. and Pharmacia & Upjohn AB.
 10.17(10)   1995 Employee Stock Purchase Plan, as amended.
 10.18(11)   Revolving Credit and Security Agreement, dated as of
             September 15, 1998, between the Company and Fleet National
             Bank.
 10.19(11)   Intellectual Property Security Agreement, dated as of
             September 15, 1998, between the Company and Fleet National
             Bank.
</TABLE>

                                       I-1
<PAGE>   42

<TABLE>
<CAPTION>
EXHIBIT
  NO.                                DESCRIPTION
-------                              -----------
<C>          <S>
 10.20(11)   Promissory Note, dated as of September 15, 1998, made by the
             Company in favor of Fleet National Bank.
 10.21(11)   Amended and Restated Master Strategic Alliance Agreement
             between the Company and the ARC.
 10.22(14)   Senior Management Retention Agreement, dated as of December
             7, 1998, between the Company and John F. McGuire.
 10.23(14)   Senior Management Retention Agreement, dated as of December
             15, 1998, between the Company and James B. Murphy.
 10.24(14)   Senior Management Retention Agreement, dated as of December
             22, 1998, between the Company and Peter C. Sutcliffe.
 10.25(13)   Securities Purchase Agreement, dated as of March 23, 1999,
             between the Company and Sepracor.
 10.26(14)   Amended and Restated Exclusive Distribution Agreement, dated
             as of May 3, 1999, between the Company and COBE.
 10.27(15)   Master Purchase Agreement, dated as of July 1, 1999, between
             the Company and The American National Red Cross.
 10.28(16)   Manufacturing and Supply Agreement, dated as of December 22,
             1999, between the Company and Filtertek Inc.
 10.29(16)   Supply and Assembly Agreement, dated as of January 31, 2000,
             between the Company and Command Medical Products Inc.
 10.30(16)   Placement Agency Agreement, dated February 3, 2000, between
             the Company and Warburg Dillon Read LLC.
 10.31(16)   Form of Purchase Agreement, dated March 2, 2000.
 10.32(16)   Schedule of purchasers which purchased shares of common
             stock pursuant to the Form of Purchase Agreement set forth
             in 10.42.
 10.33(17)   Indemnification Agreement, dated as of July 13, 2000 between
             the Company and Ahlstrom Technical Specialties LLC.
 10.34(18)   Termination of Supply and Assembly Agreement and Release,
             dated as of December 8, 2000, by and between the Company and
             Command.
 10.35(18)   Amendment No. 1 to Manufacturing and Supply Agreement, dated
             as of September 21, 2000, by and between the Company and
             Filtertek.
 10.36(18)   Amendment No. 2 to Manufacturing and Supply Agreement, dated
             as of December 15, 2000, by and between the Company and
             Filtertek.
 10.37(18)   Termination and Release Agreement, dated as of March 5,
             2001, by and between the Company and Gambro.
 21.1 (12)   Subsidiaries of the Company.
 23.1        Consent of PricewaterhouseCoopers LLP
</TABLE>

---------------
 (1) Incorporated herein by reference to the Company's Registration Statement on
     Form S-1, as amended (File No. 33-75930).

 (2) Incorporated herein by reference to the Company's Annual Report on Form
     10-K for the year ended December 31, 1994.

 (3) Incorporated herein by reference to the Company's Quarterly Report on Form
     10-Q for the quarter ended March 31, 1995.

 (4) Incorporated herein by reference to the Company's Registration Statement on
     Form S-1, as amended (File No. 33-95540).

 (5) Incorporated herein by reference to the Company's Quarterly Report on Form
     10-Q for the quarter ended September 30, 1994.

 (6) Incorporated herein by reference to the Company's Annual Report on Form
     10-K for the year ended December 31, 1995.

                                       I-2
<PAGE>   43

 (7) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
     for the quarter ended March 31, 1996.

 (8) Incorporated by reference to the Company's Current Report on Form 8-K filed
     with the Securities and Exchange Commission on February 27, 1997.

 (9) Incorporated by reference to the Company's Annual Report on Form 10-K for
     the year ended December 31, 1996.

(10) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
     for the quarter ended June 30, 1998.

(11) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
     for the quarter ended September 30, 1998.

(12) Incorporated by reference to the Company's Annual Report on Form 10-K for
     the year ended December 31, 1997.

(13) Incorporated by reference to the Company's Annual Report on Form 10-K for
     the year ended December 31, 1998.

(14) Incorporated by reference to the Company's Quarterly Report on Form 10-Q
     for the quarter ended March 31, 1999.

(15)Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
    the quarter ended June 30, 1999.

(16)Incorporated by reference to the Company's Annual Report on Form 10-K for
    the year ended December 31, 1999.

(17)Incorporated by reference to the Company's Quarterly Report on Form 10-Q for
    the quarter ended June 30, 2000.

(18)Incorporated by reference to the Company's Annual Report on Form 10-K for
    the year ended December 31, 2000.

                                       I-3