Cerus Corp Sample Contracts

Cerus Corp – Cerus Corporation Amended and Restated 2008 Equity Incentive Plan APPROVED BY THE BOARD OF DIRECTORS ON: APRIL 19, 2017 (August 1st, 2019)
Cerus Corp – CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN) dated as of March 29, 2019 by and among CERUS CORPORATION, and any additional borrower that hereafter becomes party hereto, each as Borrower, and collectively as Borrowers, any guarantor that hereafter becomes party hereto, each as Guarantor, and collectively as Guarantors, and MIDCAP FINANCIAL TRUST, as Agent and as a Lender, and THE ADDITIONAL LENDERS FROM TIME TO TIME PARTY HERETO (May 7th, 2019)

This CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN) (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of March 29, 2019 by and among Cerus corporation, a Delaware corporation, and any additional borrower that may hereafter be added to this Agreement (individually as a “Borrower”, and collectively with any entities that become party hereto as Borrower and each of their successors and permitted assigns, the “Borrowers”), the guarantors from time to time party hereto, MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.

Cerus Corp – CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN) dated as of March 29, 2019 by and among CERUS CORPORATION, and any additional borrower that hereafter becomes party hereto, each as Borrower, and collectively as Borrowers, any guarantor that hereafter becomes party hereto, each as Guarantor, and collectively as Guarantors, and MIDCAP FINANCIAL TRUST, as Agent and as a Lender, and THE ADDITIONAL LENDERS FROM TIME TO TIME PARTY HERETO (May 7th, 2019)

This CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN) (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of March 29, 2019 by and among Cerus corporation, a Delaware corporation, and any additional borrower that may hereafter be added to this Agreement (individually as a “Borrower”, and collectively with any entities that become party hereto as Borrower and each of their successors and permitted assigns, the “Borrowers”), the guarantors from time to time party hereto, MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.

Cerus Corp – CERTIFICATE OF ELIMINATION OF SERIES A PREFERRED STOCK AND SERIES C JUNIOR PARTICIPATING PREFERRED STOCK OF CERUS CORPORATION (Pursuant to Section 151(g) of the General Corporation Law of the State of Delaware) (March 5th, 2019)

FIRST: The date on which the Company’s original Certificate of Incorporation was filed with the Delaware Secretary of State was July 31, 1996

Cerus Corp – SECOND AMENDMENT TO RIGHTS AGREEMENT (March 5th, 2019)

THIS SECOND AMENDMENT TO RIGHTS AGREEMENT (this “Amendment”), dated as of March 1, 2019, is between Cerus Corporation, a Delaware corporation (the “Company”), and Equiniti Trust Company (the “Rights Agent”), the successor to Wells Fargo Bank, N.A.

Cerus Corp – THIRD AMENDMENT TO LEASE (February 27th, 2019)

This THIRD AMENDMENT TO LEASE (“Third Amendment”) is made and entered into as of October 5, 2018 (“Effective Date”), by and between 1200 CONCORD, LLC, a Delaware limited liability company (“Landlord”) and CERUS CORPORATION, a Delaware corporation (“Tenant”).

Cerus Corp – FOURTH AMENDMENT TO LEASE (February 27th, 2019)

This FOURTH AMENDMENT TO LEASE (“Fourth Amendment”) is made and entered into as of November 30, 2018 (“Effective Date”), by and between 1200 CONCORD, LLC, a Delaware limited liability company (“Landlord”) and CERUS CORPORATION, a Delaware corporation (“Tenant”).

Cerus Corp – Cerus Corporation Reports Third Quarter 2018 Results Product revenue increases 43% compared to 2017 (November 1st, 2018)

CONCORD, CA, November 1, 2018—Cerus Corporation (Nasdaq: CERS) announced today financial results for the third quarter ended September 30, 2018.

Cerus Corp – SECOND AMENDMENT TO LEASE (November 1st, 2018)

This SECOND AMENDMENT TO LEASE (“Second Amendment”) is made and entered into as of August 10, 2018 (“Effective Date”), by and between 1200 CONCORD, LLC, a Delaware limited liability company (“Landlord”) and CERUS CORPORATION, a Delaware corporation (“Tenant”).

Cerus Corp – FIRST AMENDMENT TO SUPPLY AND MANUFACTURING AGREEMENT (November 1st, 2018)

This First Amendment (“Amendment”) to the Supply and Manufacturing Agreement dated April 1, 2017 between Cerus Corporation (“Cerus”) and Porex Corporation (“Porex”) (the “Agreement”) is made this 22 day of June 2018.

Cerus Corp – AMENDMENT TO AMENDED AND RESTATED MANUFACTURING AND SUPPLY AGREEMENT (November 1st, 2018)

THIS AMENDMENT TO AMENDED AND RESTATED MANUFACTURING AND SUPPLY AGREEMENT (this “2018 Amendment”) is entered into by and between Fresenius Kabi Deutschland GmbH, a company organized under the laws of Germany (together with its affiliates “Fresenius Kabi”), and Cerus Corporation, a company organized under the laws of Delaware (“Cerus”).  Fresenius Kabi and Cerus are sometimes referred to herein as a “Party” and collectively as the “Parties.” This 2018 Amendment shall be effective as of August 10, 2018 (the “Effective Date”).

Cerus Corp – Cerus to Provide Update to Development Programs and Outline Growth Strategy at 2018 Institutional Investor Meeting Announces preliminary Q3 product revenue of $15.4 million; raises full year revenue outlook (October 16th, 2018)

CONCORD, CA, October 16, 2018—Cerus Corporation (Nasdaq: CERS) is presenting its strategic roadmap and outlining its multi-year growth strategy at the 2018 Cerus Institutional Investor Meeting today in Boston.

Cerus Corp – RESTRICTED STOCK UNIT AGREEMENT (August 2nd, 2018)

Pursuant to the Restricted Stock Unit Grant Notice (“Grant Notice”) and this Restricted Stock Unit Agreement (“Agreement”) (collectively, the “Award”), Cerus Corporation (the “Company”) has awarded you, pursuant to its Amended and Restated 2008 Equity Incentive Plan (the “Plan”), the number of Restricted Stock Units as indicated in the Grant Notice. Defined terms not explicitly defined in this Restricted Stock Unit Agreement but defined in the Plan shall have the same definitions as in the Plan.

Cerus Corp – Cerus Corporation Reports Second Quarter 2018 Results Product revenue increases 62% compared to 2017 Full-year product revenue guidance increased to a range of $56 million to $58 million from $53 million to $55 million (August 2nd, 2018)

CONCORD, CA, August 2, 2018—Cerus Corporation (Nasdaq: CERS) announced today financial results for the second quarter ended June 30, 2018, and raised its full year guidance for product revenue.

Cerus Corp – CERUS CORPORATION (August 2nd, 2018)
Cerus Corp – Amended and Restated 2008 Equity Incentive Plan (August 2nd, 2018)

Pursuant to the Restricted Stock Unit Grant Notice (“Grant Notice”) and this Restricted Stock Unit Agreement (“Agreement”) (collectively, the “Award”), Cerus Corporation (the “Company”) has awarded you, pursuant to its Amended and Restated 2008 Equity Incentive Plan (the “Plan”), the number of Restricted Stock Units as indicated in the Grant Notice. Defined terms not explicitly defined in this Restricted Stock Unit Agreement but defined in the Plan shall have the same definitions as in the Plan.

Cerus Corp – FIRST AMENDMENT TO LEASE (August 2nd, 2018)

This FIRST AMENDMENT TO LEASE (“First Amendment”) is made and entered into as of May 3, 2018 (“Effective Date”), by and between 1200 CONCORD, LLC, a Delaware limited liability company (“Landlord”) and CERUS CORPORATION, a Delaware corporation (“Tenant”).

Cerus Corp – Cerus Corporation Amended and Restated Non-Employee Director Compensation Policy Effective: January 1, 2012 Amended by Compensation Committee: February 13, 2014 Approved by Board of Directors: February 14, 2014 Amended by Board of Directors: April 19, 2017 Amended by Board of Directors: March 2, 2018 (May 8th, 2018)

The annual cash compensation set forth below is payable to each Director, as applicable, in equal quarterly installments, payable in advance during the first 30 days of each quarter in which the service will occur.  If a Director joins the Board, or becomes Chairman of the Board or a Chairman or other member of any of the committees of the Board set forth below, in each case at a time other than effective as of the first day of the calendar year, each applicable element of the annual cash compensation set forth below will be pro-rated based on days served in the applicable calendar year, with the pro-rated amount paid for the first quarter in which the Director provides the service (payable not later than 30 days after the Director commences such service), and regular full quarterly amounts paid thereafter. The annual cash compensation is vested upon payment.

Cerus Corp – Contract (May 8th, 2018)

[***] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Cerus Corp – Cerus Corporation Reports Record Fourth Quarter and Year End 2017 Results (March 8th, 2018)

CONCORD, CA, March 8, 2018 – Cerus Corporation (Nasdaq: CERS) today announced financial results for the fourth quarter and year ended December 31, 2017.

Cerus Corp – 12,200,000 Shares CERUS CORPORATION Common Stock UNDERWRITING AGREEMENT (February 1st, 2018)
Cerus Corp – FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT (November 3rd, 2017)

THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is made effective as of July 31, 2017 (the “First Amendment Date”) and made, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (in its individual capacity, “Oxford”; and in its capacity as Collateral Agent, “Collateral Agent”), the Lenders listed on Schedule 1.1 thereof from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”) and CERUS CORPORATION, a Delaware corporation with offices located at 2550 Stanwell Drive, Concord, CA  94520 (“Borrower”).

Cerus Corp – AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (November 3rd, 2017)

THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as the same may from time to time be amended, modified, supplemented or restated, this “Agreement”) dated as of July 31, 2017 (the “Effective Date”) among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 hereof or otherwise a party hereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and CERUS CORPORATION, a Delaware corporation with offices located at 2550 Stanwell Drive, Concord, CA  94520 (“Borrower”), provides the terms on which the Lenders shall lend to Borrower and Borrower shall repay the Lenders, and amends and restates in its entirety that certain Loan and Security Agreement dated as of June 30, 2014, as amended from time to time, by and among Collateral Agent, Oxfo

Cerus Corp – CERUS CORPORATION, Issuer AND [TRUSTEE], Trustee INDENTURE Dated as of [●], 20 Debt Securities (August 4th, 2017)

WHEREAS, for its lawful corporate purposes, the Company has duly authorized the execution and delivery of this Indenture to provide for the issuance of debt securities (hereinafter referred to as the “Securities”), in an unlimited aggregate principal amount to be issued from time to time in one or more series as in this Indenture provided, as registered Securities without coupons, to be authenticated by the certificate of the Trustee;

Cerus Corp – SUPPLY AND MANUFACTURING AGREEMENT (August 4th, 2017)

This Amended and Restated Supply and Manufacturing Agreement (the “Supply Agreement”) is made effective as of the 1st day of April, 2017 (the “Effective Date”) by and between Cerus Corporation (“Cerus”), a Delaware corporation, having its principal place of business at 2550 Stanwell Drive, Concord, CA 94520, and Porex Corporation (“Porex”), a Delaware corporation, having its principal place of business at 500 Bohannon Road, Fairburn, GA 30213. (Cerus and Porex are each individually referred to in this Supply Agreement as a “Party” and, collectively, as the “Parties”).

Cerus Corp – AMENDMENT NO. 3 TO SALES AGREEMENT (August 4th, 2017)
Cerus Corp – CERUS CORPORATION AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF (August 4th, 2017)

THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between CERUS CORPORATION, a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

Cerus Corp – CERUS CORPORATION AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF CERUS CORPORATION FORM OF DEBT SECURITIES WARRANT AGREEMENT (August 4th, 2017)

THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [●], between CERUS CORPORATION, a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

Cerus Corp – CERUS CORPORATION AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF (August 4th, 2017)

THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [●], between CERUS CORPORATION, a Delaware corporation (the “Company”) and [●], a [corporation] [national banking association] organized and existing under the laws of [●] and having a corporate trust office in [●], as warrant agent (the “Warrant Agent”).

Cerus Corp – CERUS CORPORATION AMENDED AND RESTATED 2008 EQUITY INCENTIVE PLAN (August 4th, 2017)
Cerus Corp – FIFTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (August 4th, 2017)

THIS FIFTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of April 27, 2017, by and between OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise party thereto from time to time (each a “Lender” and collectively, the “Lenders”) including Oxford in its capacity as a Lender and CERUS CORPORATION, a Delaware corporation with offices located at 2550 Stanwell Drive, Concord, CA  94520 (“Borrower”).

Cerus Corp – Cerus Corporation Amended and Restated Non-Employee Director Compensation Policy Effective: January 1, 2012 Amended by Compensation Committee: February 13, 2014 Approved by Board of Directors: February 14, 2014 Amended by Board of Directors: April 19, 2017 (May 4th, 2017)

The annual cash compensation set forth below is payable to each Director, as applicable, in equal quarterly installments, payable in advance during the first 30 days of each quarter in which the service will occur.  If a Director joins the Board, or becomes Chairman of the Board or a Chairman or other member of any of the committees of the Board set forth below, in each case at a time other than effective as of the first day of the calendar year, each applicable element of the annual cash compensation set forth below will be pro-rated based on days served in the applicable calendar year, with the pro-rated amount paid for the first quarter in which the Director provides the service (payable not later than 30 days after the Director commences such service), and regular full quarterly amounts paid thereafter. The annual cash compensation is vested upon payment.

Cerus Corp – Contract (May 4th, 2017)

This Amendment #5 (this “Amendment”) to that certain Supply and Manufacturing Agreement, dated March 1, 2008, by and between Cerus Corporation (“Cerus”) and Porex Corporation (“Porex”), as amended on November 28, 2012, December 23, 2014, December 20, 2016 and January 31, 2017 (together, the “Amendments”) (as amended by the Amendments, the “Agreement”), is made effective as of March 3, 2017. Capitalized terms used herein and not otherwise defined shall have the meanings set forth therefor in the Agreement.

Cerus Corp – FOURTH AMENDMENT TO LOAN AND SECURITY AGREEMENT (March 8th, 2017)

THIS FOURTH AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of October 25, 2016, by and between OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 of the Loan Agreement (as defined below) or otherwise party thereto from time to time (each a “Lender” and collectively, the “Lenders”) including Oxford in its capacity as a Lender and CERUS CORPORATION, a Delaware corporation with offices located at 2550 Stanwell Drive, Concord, CA  94520 (“Borrower”).

Cerus Corp – Contract (March 8th, 2017)

This Amendment #4 (this “Amendment”) to that certain Supply and Manufacturing Agreement, dated March 1, 2008, by and between Cerus Corporation (“Cerus”) and Porex Corporation (“Porex”), as amended on November 28, 2012, December 23, 2014 and  December 20, 2016 (together, the “Amendments”) (as amended by the Amendments, the “Agreement”), is made effective as of January 31, 2017. Capitalized terms used herein and not otherwise defined shall have the meanings set forth therefor in the Agreement.