Amendment to Section 4.2 of Development, Manufacturing and Marketing Agreement between Baxter Healthcare Corporation and Cerus Corporation

Summary

Baxter Healthcare Corporation and Cerus Corporation have agreed to amend their existing Development, Manufacturing and Marketing Agreement. Effective June 28, 2001, Baxter's allowable ownership of Cerus equity securities is reduced from 20.1% to 5.4%. Any Cerus equity securities acquired by Baxter above this new limit will be considered "Prohibited Securities" under the agreement. No other terms of the original agreement are changed by this amendment.

EX-10.38 3 j1210_ex10d38.htm EX-10.38 Prepared by MerrillDirect
  Baxter Healthcare Corporation   Phone: 847 ###-###-####  
  One Baxter Parkway   Fax: 847 ###-###-####  
  Deerfield, Illinois 60015-4633      

 

Baxter

VIA FAX
June 28, 2001

Cerus Corporation
2411 Stanwell Drive
Concord, CA 94520

                                Re:          Amendment to Section 4.2 of the June 30, 1998 Development Agreement

Ladies and Gentlemen:

Baxter Healthcare Corporation, a Delaware corporation (“Baxter”) is a party to that certain Development, Manufacturing and Marketing Agreement with Cerus Corporation, a Delaware corporation (“Cerus”), originally dated April 1, 1996, as amended and restated June 30, 1998 (the “Agreement”). Section 4.2 of the Agreement sets forth certain “standstill” obligations on the part of Baxter and its “Affiliates” (as that term is defined in Section 2, sub-heading “Baxter”), as to Cerus equity securities.

Baxter hereby agrees, convenants and consents that all references in Section 4.2 of the Agreement to “twenty and one-tenth percent” or “20.1%” shall, as of the date of this letter, be amended to read “five and four-tenths percent”, or “5.4%” respectively.

No other term of the Agreement shall be deemed amended hereby.

It is understood that our consent to these changes effectively renders any Cerus equity securities acquired by Baxter in excess of this newly lowered 5.4% threshold “Prohibited Securities” as that term is defined in the Agreement.

 

Sincerely,

 
/s/  Timothy B. Anderson

 
Timothy B. Anderson
Senior Vice President