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EXHIBIT 10.26
MEMORANDUM OF AGREEMENT
At our meeting on December 10, 1996 Cerus agreed to buy and ▇▇▇▇▇▇
agreed to sell a 2.2% share in "Revenue Sharing Participation" of the platelet
program. The points of agreement are set forth below for your review and
concurrence, as an Amendment to the Development, Manufacturing and Marketing
Agreement dated December 10, 1993.
1. In consideration for Cerus' increase of 2.2% in "Revenue Sharing
Participation," as described in paragraph 2 below, Cerus will pay to Baxter $5.5
million. The $5.5 million will be due and payable in quarterly installments with
the first installment due within 15 days of Cerus' receipt of the proceeds from
the initial public offering and the remaining installments due April 1st (or at
the time of payment the first installment, if later), July 1st and October 1st
of 1997. This agreement does not change the other aspects of the December 10,
1993 Agreement and the parties reaffirm their intention of each firm to continue
funding 50% of the R&D expense.
2. Under this agreement, Section 7.1 of the December 10, 1993 Agreement
regarding the "Revenue Sharing Payments" is amended to provide that the
quarterly payments by Baxter to Cerus will be 28.2% of the Premium during the
relevant calendar quarter, rather than 26% of the Premium.
Section 7.2 of the December 10, 1993 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 2.2% of the Premium.
3. Nothing in this agreement shall be construed as approval of the
budgets to be presented to the management board. The budgets for each of the
platelet, FFP and red cell programs must be separately approved in accordance
with the provisions of the Development, Manufacturing and Marketing Agreement
dated December 10, 1993 and the Development, Manufacturing and Marketing
Agreement dated April 1, 1996.
4. The mutual changes as set forth above are conditioned on the closing
of Cerus' initial public offering in the first quarter of 1997. If Cerus does
not complete the initial public offering by the end of the first quarter of
1997, this agreement will have no effect and the Development, Manufacturing and
Marketing Agreement dated December 10, 1993 will remain in effect unaltered by
this supplemental agreement.
Please indicate your concurrence that this memorandum accurately
summarizes our agreement by signing and returning a copy to me. This agreement
will be effective January 3, 1997.
/s/ ▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇ /s/ ▇▇▇ ▇▇▇▇
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▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇, CFO ▇▇▇ ▇▇▇▇, President, Fenwal Division
Cerus Corporation ▇▇▇▇▇▇ Healthcare Corporation