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EXHIBIT 10.30
MEMORANDUM OF AGREEMENT
This Memorandum of Agreement confirms that Cerus has agreed to buy and
Xxxxxx has agreed to sell a 5.3% share in Revenue Sharing Payment participation
of the platelet project. The points of agreement are set forth below as an
Amendment to the Development, Manufacturing and Marketing Agreement dated
December 10, 1993 (the "Platelet Agreement"). Capitalized terms not otherwise
defined in this Memorandum of Agreement have the meaning ascribed to them in the
Platelet Agreement.
1. Under this agreement, Section 7.1 of the Platelet Agreement regarding
the Revenue Sharing Payments is amended to provide that the quarterly payments
by Baxter to Cerus will be 33.5% of the Premium during the relevant calendar
quarter, rather than 26% of the Premium as originally agreed and amended to
28.2% in a Memorandum of Agreement dated January 3, 1997 (the "First Platelet
Amendment").
Section 7.2 of the Platelet Agreement regarding "Exception to Revenue
Sharing Payments of 7.1" is amended to provide that Cerus will receive
additional Revenue Sharing Payments beyond those set forth in Section 7.2 equal
to 7.5% of the Premium, consisting of the 5.3% described above and the 2.2%
described in the First Platelet Amendment, and the $8.50 and $20.00 limitations
set forth in Section 7.2 shall not limit such additional amounts of Revenue
Sharing Payment.
2. In consideration for Cerus' increase of 5.3% in Revenue Sharing
Payment participation, as described in paragraph 1 above, Cerus will pay to
Baxter Eight Million Three Hundred Thousand Dollars ($8,300,000) on June 30,
1999; provided, however that such payment date may be extended for an additional
period, not exceeding twelve months, if such extension is necessary or advisable
in respect of Cerus' then cash reserves and cash flow requirements. This
agreement does not change the other aspects of the Platelet Agreement and the
parties reaffirm their intention of each firm to continue funding 50% of the
research and development expense, subject to the provisions of the Second
Amendment to that Agreement, being entered into concurrently herewith.
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Please indicate your concurrence that this memorandum accurately
summarizes our agreement by signing and returning a copy to me. This agreement
will be effective June 30,1998.
CERUS CORPORATION XXXXXX HEALTHCARE CORPORATION
By /s/ Xxxxxxx X. Xxxxxx By /s/ Xxxxxxx Xxxxx
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Xxxxxxx X. Xxxxxx Xxxxxxx Xxxxx, President
Chief Executive Officer Fenwal Division
