EXHIBIT 10.37


                          TERMINATION AND RELEASE AGREEMENT

This Agreement, effective the 5th day of March, 2001 (the "Effective Date"), by
and between

HemaSure Inc. ("HemaSure"), a Delaware corporation having a principal place of
business at 140 Locke Drive, Marlborough, MA 01752 and

Gambro, Inc. (formerly known as COBE Laboratories, Inc.), a Colorado
corporation, and its wholly owned subsidiary, Gambro BCT, Inc. (formerly known
as COBE BCT, Inc.), a Colorado corporation having a principal place of business
at 10811 W. Collins Avenue, Lakewood, CO 80215 (together referred to herein as
"Gambro"),

which entities are herein referred to as the "Party(ies)" (in singular or plural
as the context requires), is as follows:


I.          Recitals


1.1   HemaSure and Gambro, Inc. entered into an Amended and Restated Exclusive
      Distribution Agreement (the "Distribution Agreement") dated as of May 3,
      1999; and HemaSure and Gambro BCT, Inc. are parties to agreements dated
      November 12, 1997, and December 24, 1997 (together, the "Confidentiality
      Agreements").

1.2 The Parties wish to terminate the Distribution Agreement and their
    respective obligations thereunder except as set forth herein, but wish to
    reaffirm their obligations under the Confidentiality Agreements.


1.3   The Parties are willing to grant to each other certain releases without
      admitting or asserting any fault with respect to the Distribution
      Agreement and its termination.

NOW, THEREFORE, in consideration of the mutual covenants and commitments set out
herein, each of the Parties agrees to be legally bound as follows:


      II.   Termination of Distribution Agreement


      2.1   Gambro and HemaSure agree that the  Distribution  Agreement shall be
deemed to have been  terminated  effective  November 21, 2000,  and that neither
HemaSure nor Gambro has any further duties  thereunder except those warranty and
indemnification  obligations as described in Sections 2.8, 2.9, 3.10 (other than
with respect to any loss or claim arising out of the Pall Litigation), 3.11 (but
only with  respect to any Products  (as defined in the  Distribution  Agreement)
sold by Gambro on or prior to September  30, 2001) and 3.12 of the  Distribution
Agreement,   each  of  which  shall  survive  termination  of  the  Distribution
Agreement.


      2.2   In light of the mutual  termination of the  Distribution  Agreement,
HemaSure  specifically  withdraws its demand for mediation or arbitration of any
issues relating to the Distribution Agreement.





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2.3   Each  of the  Parties  (i)  reaffirms  its  obligations  to  maintain  the
      confidentiality of the other Party's  confidential  information and agrees
      to  continue to be bound by the terms of the  Confidentiality  Agreements,
      (ii) agrees to indemnify the other Party against any damages, prejudice or
      adverse   effect   arising  in  or  resulting   from  any  breach  of  the
      Confidentiality Agreements,  whether occurring prior to, on, or subsequent
      to the Effective Date, and (iii) agrees to maintain and keep  confidential
      the existence and terms of this Agreement and all information furnished to
      either Party by the other Party in connection with the negotiation of this
      Agreement  unless and until the other  Party  consents  to the content and
      method of such  disclosure,  which such consent shall not be  unreasonably
      withheld. The Parties' confidentiality  obligations shall not apply to any
      disclosure  required  by  law or  governmental  regulation,  by  discovery
      requests in litigation  subject to appropriate  protective  orders,  or by
      order of a court having adequate jurisdiction over the Parties.




      III.  Release and Indemnification


3.1   Each of the  Parties,  for itself  and its  Affiliates,  their  respective
      officers, directors, and employees as well as their agents and contractors
      (in the aggregate, "Releasors"), does hereby release and forever waive and
      discharge,  all and any manner of actions, causes of action, suits, debts,
      claims or demands of whatever nature,  including  actions at law or equity
      or criminal actions, which Releasors now have or ever may have against the
      other Party, its Affiliates,  their respective  officers,  directors,  and
      employees  as well as their  agents  and  contractors  (in the  aggregate,
      "Releasees") arising from or relating to the Distribution  Agreement,  the
      Parties'  obligations under the Distribution  Agreement or the termination
      of the Distribution Agreement except as identified in sections 2.1 and 2.3
      above and section 3.2 below; and the Releasors agree to hold the Releasees
      harmless  against any such claims.  "Affiliate" is intended to include any
      entity which a Party owns or controls,  which owns or controls a Party, or
      which is under common ownership or control with a Party.

3.2   Gambro will indemnify  HemaSure against any damages (excluding those costs
      for  which  HemaSure  is  responsible  pursuant  to  section  4.2  below),
      prejudice  or  adverse  effect  arising  in or  resulting  from the patent
      infringement  litigation with Pall Corporation  (Civil Action No. 99-M-675
      (consolidated  for all  purposes  with  00-M-1412)  in the  United  States
      District  Court  for the  District  of  Colorado;  and  Civil  Action  No.
      CV-99-2350 in the United States District Court for the Eastern District of
      New York (together,  the "Pall  Litigation"))  to the extent such damages,
      prejudice or adverse  effect were caused by Gambro's  settlement of claims
      by and against Gambro in such litigation without HemaSure's consent.  Upon
      the  execution  of an agreement  by any entity that  acquires  HemaSure or
      substantially all of its securities or assets,  whereby such entity agrees
      to be bound by the terms of this  Agreement,  including  the  releases and
      indemnifications  granted by HemaSure  herein,  Gambro will extend to such
      entity the indemnifications it has granted herein to HemaSure.

3.3   HemaSure  hereby   releases   Gambro  from  any  liability  arising out of
      Gambro's   contractual   agreements  with  Pall   Corporation   except  as
      specifically identified in section 3.2 above.





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IV.   Consideration
      -------------

4.1   As  additional  consideration  for the releases and  indemnifications  set
      forth  herein,  for  HemaSure's  inventory  of products  bearing  Gambro's
      company  name,  and by way  of  complete  resolution  of  all  issues  now
      outstanding  between  Gambro  and  HemaSure,  Gambro  agrees  to return to
      HemaSure One Million Eleven  Thousand Six Hundred  Ninety Two  (1,011,692)
      shares of  HemaSure  common  stock.  Upon  receipt  of  instructions  from
      HemaSure or its transfer agent,  Gambro will deliver share certificates in
      its  possession  evidencing  at least  the  total  number  of shares to be
      returned  and  HemaSure  will cause a new share  certificate  to be issued
      evidencing Gambro's remaining balance of HemaSure common stock.

4.2   HemaSure  agrees to  accept the  shares  specified  in section 4.1 as full
      consideration  for the items  enumerated  in  section  4.1 and to bear any
      inventory scrap costs, sales and marketing costs,  litigation costs (other
      than such  litigation  costs as may constitute  damages under sections 2.1
      and 3.2  above;  provided,  however,  that the  parties  hereby  agree and
      acknowledge  that  the  mere  fact  that  HemaSure  may  have to bear  the
      litigation costs associated with the Pall Litigation as a result of Gambro
      having settled its dispute with Pall  Corporation  will not,  without some
      other wrongful action having been taken by Gambro,  provide a basis for an
      indemnification claim under section 2.1 or section 3.2 of this Agreement),
      as well as any other actual costs which HemaSure may allege arise from the
      termination of the Distribution Agreement.

      4.3   Neither the payment nor the acceptance of the recited  consideration
shall be construed as an admission or accusation of liability by any party, this
Agreement  and the  releases  herein  being  entered  into  for the  purpose  of
obviating the need for costly and lengthy litigation or other dispute resolution
proceedings.



V.    Future Relationships
      --------------------

5.1   Hemasure  represents  that following  the  return of the shares identified
      in section 4.1 above, so long as Gambro  continues to beneficially  own no
      less than fifteen  percent (15%) of the issued and  outstanding  shares of
      HemaSure's  equity  securities,  Gambro shall be entitled to proportionate
      representation  on  HemaSure  Board  of  Directors,  provided,  that  such
      proportionate  representation shall in no event entitle Gambro to nominate
      less than one  director  (assuming  the 15%  threshold is met) nor entitle
      Gambro to  nominate  more than two  directors.  If at any time  there is a
      vacancy with respect to one or both of the directors  nominated by Gambro,
      Gambro shall,  within five (5) business days of such vacancy,  nominate or
      appoint one or two directors,  as the case may be, to fill such vacancy or
      otherwise lose its rights set forth herein. Notwithstanding the foregoing,
      Gambro hereby waives any and all rights to nominate or appoint  directors,
      including  such  rights  granted to it under this  Agreement  or under the
      Stockholders'  Agreement,  until the Sale (as defined in Section VI below)
      has been consummated or until June 30, 2001, whichever is earlier.

      5.2   HemaSure  acknowledges  that nothing in this Agreement will preclude
Gambro's purchasing at fair market value, or would require Gambro to purchase at
any price, any HemaSure products at any future time.



VII.  General Provisions
      ------------------







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6.1   The terms of this Agreement may not be amended except in writing duly
      executed with at least the same formality and authorization as the instant
      document.

6.2   This Agreement shall be governed by, and construed and enforced in
      accordance with, and any arbitration hereunder shall apply, the laws of
      the State of New York, without regard to its principles of conflict of
      laws.

6.3   If any dispute, difference or question shall arise at any time after the
      Effective Date between the Parties in respect of or in connection with
      this Agreement, the Parties agree to make a good faith attempt to
      negotiate an amicable resolution to any and all such disputes. If any
      dispute is not resolved by the Parties within thirty (30) days after
      delivery of written notice thereof from a Party to the other Parties
      involved with such dispute, prior to commencing a cause of action in any
      court of law, the Parties shall submit the dispute to non-binding
      mediation in the county where the non-complaining Party has its principal
      place of business. The Parties shall use their best efforts to schedule
      mediation within thirty (30) days from the date on which the dispute is
      submitted to mediation. If the parties in good faith do not settle the
      dispute through mediation, any party may file an action in any court of
      adequate jurisdiction. Each Party shall pay its own attorney fees and
      expenses, except that the mediator's fees shall be split between the
      Parties. If a prevailing Party in court is required to initiate
      proceedings to enforce the award or confirm judgment, the prevailing Party
      shall be entitled to recover its costs and attorney fees associated with
      such enforcement action.

6.4   If any provision of this Agreement is held by any court or other authority
      having jurisdiction to be invalid or unenforceable under the law
      applicable thereto, the provision shall be deemed modified or deleted to
      the extent necessary to result in compliance with such applicable legal
      provision and this Agreement, as so modified or amended, shall continue in
      full force and effect in all other respects.

6.5   Any waiver by either Party of a breach of any provision of this Agreement
      or the Confidentiality Agreements shall not be considered as a waiver of
      any subsequent breach of the same or any other provision.






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      IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be
signed by its duly authorized representatives on the dates indicated below, to
be effective as of the Effective Date irrespective of the dates of execution.


HEMASURE, INC.                           GAMBRO, INC.


By:   /s/ John F. Mcguire, III           By:   /s/  Kevin M. Smith
    -------------------------------           ------------------------------

Name:  John F. McGuire, III              Name:  Kevin M. Smith

Title: President and Chief Executive             Title:  President
       Officer

Date:                                    Date:
      ---------------------------              ------------------------------

Witness/Attest:                          Witness/Attest:
               --------------------                     --------------------



                                         GAMBRO BCT, INC.


                                         By:  /s/ David B. Perez
                                             --------------------------------

                                         Name:  David B. Perez

                                         Title:  President

                                         Date:
                                              ------------------------

                                         Witness/Attest:
                                                        --------------------