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