Exhibit 10.41
LOAN AND SECURITY AGREEMENT
THIS LOAN AND SECURITY AGREEMENT made this 15th day of November,
2002 (this "Agreement") by and between CERUS CORPORATION, a Delaware corporation
with an address and principal place of business at 2411 Stanwell Dr., Concord,
CA 94520 (hereinafter called the "Borrower") and BAXTER CAPITAL CORPORATION, a
Delaware corporation with a principal place of business at One Baxter Parkway,
Deerfield, Illinois 60015 (the "Lender").
W I T N E S S E T H:
WHEREAS, the Borrower has requested that the Lender extend a
credit facility to the Borrower in the aggregate principal amount of $50
Million;
WHEREAS, the Lender has agreed to make such credit facility
available to the Borrower subject to the terms and conditions set forth herein;
NOW THEREFORE, in consideration of the mutual promises set forth
herein, the following constitutes the agreement of the parties:
SECTION 1
AMOUNT AND TERMS OF CREDIT AND INTEREST
1.1
LOAN COMMITMENT.
BEGINNING ON JANUARY 3, 2003 (THE "AVAILABILITY
DATE") AND SUBJECT TO THE TERMS AND CONDITIONS OF THIS AGREEMENT AND IN RELIANCE
UPON THE COVENANTS AND THE REPRESENTATIONS AND WARRANTIES OF THE BORROWER SET
FORTH HEREIN, THE LENDER AGREES TO MAKE CERTAIN LOANS AVAILABLE TO THE BORROWER
AS THE BORROWER MAY FROM TIME TO TIME REQUEST (SUCH LOANS REFERRED TO
HEREINAFTER AS THE "REVOLVING LOANS") UNTIL, BUT NOT INCLUDING JANUARY 2, 2008
("MATURITY DATE"), PROVIDED, HOWEVER, THAT THE AGGREGATE PRINCIPAL BALANCE OF
ALL REVOLVING LOANS OUTSTANDING AT ANY TIME SHALL NOT EXCEED $50 MILLION (THE
"LOAN COMMITMENT").
LOANS MADE HEREUNDER AND REPAID MAY BE REBORROWED.
THE
REVOLVING LOANS SHALL BE USED BY THE BORROWER FOR THE PURPOSE OF WORKING CAPITAL
AND OTHER GENERAL CORPORATE PURPOSES.
1.2
INTEREST.
INTEREST SHALL ACCRUE ON THE OUTSTANDING PRINCIPAL
AMOUNT OF THE REVOLVING LOANS AT 12% PER ANNUM (THE "INTEREST RATE").
EXCEPT AS
SET FORTH IN SECTION 1.4 BELOW, ALL OUTSTANDING PRINCIPAL TOGETHER WITH ALL
ACCRUED AND UNPAID INTEREST SHALL BE DUE AND PAYABLE ON THE MATURITY DATE.
INTEREST SHALL BE COMPUTED FOR THE ACTUAL NUMBER OF DAYS ELAPSED ON THE BASIS OF
A 360 DAY YEAR.
1.3
CONVERSION TO TERM LOAN.
UPON THE OCCURRENCE OF AN EVENT
REASONABLY DETERMINED BY THE LENDER TO CAUSE A MATERIAL ADVERSE CHANGE UPON THE
BUSINESS, OPERATIONS, FINANCIAL CONDITION OR PROPERTIES OF THE BORROWER (SUCH
CHANGE REFERRED TO HEREINAFTER AS A "MATERIAL ADVERSE CHANGE", FOR THE PURPOSES
OF THIS DEFINITION THE FOLLOWING SHALL NOT BE CONSIDERED TO BE A MATERIAL
ADVERSE CHANGE (I) ANY CHANGE IN THE BORROWER'S CASH POSITION IN THE ORDINARY
COURSE OF BUSINESS; OR (II) ANY CHANGE IN THE PRICE OF THE BORROWER'S COMMON
STOCK
AS SUCH COMMON STOCK IS TRADED ON VARIOUS STOCK EXCHANGES FROM TIME TO TIME) ALL
OUTSTANDING AMOUNTS AT SUCH TIME SHALL, TOGETHER WITH ANY AMOUNTS SUBSEQUENTLY
ADVANCED HEREUNDER, BECOME PRINCIPAL UNDER A TERM LOAN (THE "TERM LOAN",
TOGETHER WITH THE REVOLVING LOAN THE "LOANS").
INTEREST SHALL ACCRUE ON SUCH
OUTSTANDING PRINCIPAL AMOUNT AT THE INTEREST RATE AND SHALL BE PAYABLE IN
ARREARS WITH SUCH PRINCIPAL