RESTRUCTURING AGREEMENTEscrow Agreement • May 10th, 2005 • Cerus Corp • Biological products, (no disgnostic substances) • Illinois
This RESTRUCTURING AGREEMENT (“Agreement”) is entered into as of February 2, 2005 (the “Effective Date”) by and among Baxter Healthcare S.A., a corporation organized under the laws of Switzerland (“BHSA”), Baxter Healthcare Corporation, a company organized under the laws of Delaware (“BHC”), and Cerus Corporation, a company organized under the laws of Delaware (“Cerus”). BHSA and BHC are sometimes collectively referred herein to as “Baxter.” The foregoing entities are sometimes referred to herein individually as a “Party” and collectively as the “Parties.”
AMENDED AND RESTATED NOTECerus Corp • May 10th, 2005 • Biological products, (no disgnostic substances)
FOR VALUE RECEIVED, the undersigned, CERUS CORPORATION, a Delaware Corporation (the “Borrower”), HEREBY PROMISES TO PAY to the order of BAXTER CAPITAL CORPORATION, a Delaware corporation (“Lender”) the sum of FOUR MILLION AND FIVE HUNDRED THOUSAND 00/100 DOLLARS ($4,500,000.00) and all remaining amounts due hereunder in the amounts, on the dates and in the manner as set forth in the Loan and Security Agreement by and among the Borrower and the Lender dated as of November 15, 2002 (as amended from time to time “Loan Agreement”). Interest shall accrue on the unpaid principal amount hereunder at the Interest Rate until such time as the amounts hereunder are paid in full, such interest payable at the times set forth in the Loan Agreement with all outstanding amounts due and payable no later than the Maturity Date. All interest shall be calculated on the basis of a 360-day year for the actual number of days elapsed. The Borrower may prepay in whole or in part any time without any premium or
LICENSE AGREEMENTLicense Agreement • May 10th, 2005 • Cerus Corp • Biological products, (no disgnostic substances) • Illinois
This LICENSE AGREEMENT (“Agreement”), dated as of February 2, 2005 (“Effective Date”), is entered into by and between Baxter Healthcare S.A., a corporation organized under the laws of Switzerland (“BHSA”), Baxter Healthcare Corporation, a company organized under the laws of Delaware (“BHC”) (BHSA and BHC are collectively referred to as “Baxter”) and Cerus Corporation, a company organized under the laws of Delaware (“Cerus”). Baxter and Cerus, as corporations, are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.
AMENDMENT, MUTUAL RELEASE AND SETTLEMENT AGREEMENTRelease and Settlement Agreement • May 10th, 2005 • Cerus Corp • Biological products, (no disgnostic substances) • Illinois
THIS AMENDMENT, MUTUAL RELEASE AND SETTLEMENT AGREEMENT (this “Agreement”) is made and entered into as of the February 2, 2005, by and between Baxter Capital Corporation, a Delaware corporation (“Baxter Capital”) and Cerus Corporation, a Delaware corporation (“Cerus”).
MANUFACTURING AND SUPPLY AGREEMENTManufacturing and Supply Agreement • May 10th, 2005 • Cerus Corp • Biological products, (no disgnostic substances) • Illinois
THIS MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”) is entered into by and among Baxter Healthcare SA, a company organized under the laws of Switzerland (“BHSA”), Baxter Healthcare Corporation, a company organized under the laws of Delaware (“BHC”) (collectively referred to as “Baxter”), and Cerus Corporation, a company organized under the laws of Delaware (“Cerus”). Baxter and Cerus, as corporations, are sometimes referred to herein as a “Party” and collectively as the “Parties.” This Agreement shall become effective as of February 2, 2005.
