Cerus Corp Sample Contracts

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UNDERWRITING AGREEMENT
Underwriting Agreement • January 8th, 1997 • Cerus Corp • Biological products, (no disgnostic substances)
AND
Rights Agreement • November 12th, 1999 • Cerus Corp • Biological products, (no disgnostic substances) • Delaware
CERUS CORPORATION Shares of Common Stock (par value $0.001 per share) Controlled Equity OfferingSM Sales Agreement
Sales Agreement • December 11th, 2020 • Cerus Corp • Surgical & medical instruments & apparatus • New York

Cerus Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with Cantor Fitzgerald & Co. (“Cantor”) and Stifel, Nicolaus & Company, Incorporated (“Stifel”; each of Cantor and Stifel an “Agent” and together the “Agents”), as follows:

CERUS CORPORATION AND , AS WARRANT AGENT FORM OF PREFERRED STOCK WARRANT AGREEMENT DATED AS OF
Preferred Stock Warrant Agreement • November 2nd, 2023 • Cerus Corp • Surgical & medical instruments & apparatus • New York

THIS PREFERRED STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between CERUS CORPORATION, a Delaware corporation (the “Company”), and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).

CERUS CORPORATION AND , AS WARRANT AGENT FORM OF COMMON STOCK WARRANT AGREEMENT DATED AS OF
Common Stock Warrant Agreement • November 2nd, 2023 • Cerus Corp • Surgical & medical instruments & apparatus • New York

THIS COMMON STOCK WARRANT AGREEMENT (this “Agreement”), dated as of [•], between CERUS CORPORATION, a Delaware corporation (the “Company”) and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).

UNDERWRITING AGREEMENT
Underwriting Agreement • February 11th, 1999 • Cerus Corp • Biological products, (no disgnostic substances) • New York
CERUS CORPORATION AND , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF
Warrant Agreement • November 2nd, 2023 • Cerus Corp • Surgical & medical instruments & apparatus • New York

THIS DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of [•], between CERUS CORPORATION, a Delaware corporation (the “Company”) and [•], a [corporation] [national banking association] organized and existing under the laws of [•] and having a corporate trust office in [•], as warrant agent (the “Warrant Agent”).

CERUS CORPORATION and WELLS FARGO BANK MN, N.A., (FORMERLY NORWEST BANK MINNESOTA, N.A.) AS RIGHTS AGENT RIGHTS AGREEMENT Dated as of November 3, 1999 Amended as of August 6, 2001
Rights Agreement • August 10th, 2009 • Cerus Corp • Surgical & medical instruments & apparatus • Delaware

THIS RIGHTS AGREEMENT (“Agreement”) is dated as of November 3, 1999 and amended as of August 6, 2001, between CERUS CORPORATION, a Delaware corporation (the “Company”), and WELLS FARGO BANK MN, N.A. (formerly NORWEST BANK MINNESOTA, N.A.) (“Rights Agent”).

14,666,667 Shares CERUS CORPORATION Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 30th, 2020 • Cerus Corp • Surgical & medical instruments & apparatus • New York

INTRODUCTORY. Cerus Corporation, a Delaware corporation (the “Company”), proposes to sell, pursuant to the terms of this Agreement, to BTIG, LLC (“BTIG” or the “Underwriter,”), an aggregate of 14,666,667 shares of the Company’s common stock, $0.001 par value per share (the “Common Stock”). The aggregate of 14,666,667 shares so proposed to be sold is hereinafter referred to as the “Firm Stock”. The Company also proposes to sell to the Underwriter, upon the terms and conditions set forth in Section 2 hereof, up to an additional 2,200,000 shares of Common Stock (the “Optional Stock”). The Firm Stock and the Optional Stock are hereinafter collectively referred to as the “Stock”.

1 EXHIBIT 10.28 CERUS CORPORATION SERIES A PREFERRED STOCK PURCHASE AGREEMENT
Series a Preferred Stock Purchase Agreement • July 22nd, 1998 • Cerus Corp • Biological products, (no disgnostic substances) • California
CERUS CORPORATION and , AS WARRANT AGENT FORM OF DEBT SECURITIES WARRANT AGREEMENT DATED AS OF
Debt Securities Warrant Agreement • October 30th, 2008 • Cerus Corp • Surgical & medical instruments & apparatus • New York

DEBT SECURITIES WARRANT AGREEMENT (this “Agreement”), dated as of between CERUS CORPORATION, a Delaware corporation (the “Company”) and , a [corporation] [national banking association] organized and existing under the laws of and having a corporate trust office in , as warrant agent (the “Warrant Agent”).

CERUS CORPORATION Common Stock (par value $0.001 per share) At the Market Issuance Sales Agreement
At the Market Issuance Sales Agreement • June 6th, 2011 • Cerus Corp • Surgical & medical instruments & apparatus • New York

Cerus Corporation, a Delaware corporation (the “Company”), confirms its agreement (this “Agreement”) with McNicoll, Lewis & Vlak LLC (“MLV”), as follows:

7,368,422 Units, Each Unit Consisting of One Share of Common Stock and A Warrant to Purchase 0.5 of a Share of Common Stock Cerus Corporation UNDERWRITING AGREEMENT
Underwriting Agreement • November 12th, 2010 • Cerus Corp • Surgical & medical instruments & apparatus • New York

relating to the Company occurs or (ii) prior to the expiration of the Lock-up Period, the Company announces that it will release earnings results during the 16-day period beginning on the last day of the Lock-up Period, then in each case the Lock-up Period will be extended until the expiration of the 18-day period beginning on the date of the issuance of the earnings release or the occurrence of the material news or material event, as applicable, unless Jefferies & Company, Inc. waives, in writing, such extension, except that such extension will not apply if, (i) the Common Stock is an “actively traded security” (as defined in Regulation M under the Exchange Act), (ii) the Company meets the applicable requirements of Rule 139(a)(1) under the Securities Act if 1933, as amended (the “Securities Act”) in the manner contemplated by Conduct Rule 2711(f)(4) of the National Association of Securities Dealers, Inc. (the “NASD”), and (iii) the provisions of NASD Conduct Rule 2711(f)(4) do not re

AND MARKETING AGREEMENT
Development, Manufacturing and Marketing Agreement • August 28th, 2001 • Cerus Corp • Biological products, (no disgnostic substances) • Illinois
AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN)
Credit, Security and Guaranty Agreement (Term Loan) • May 4th, 2023 • Cerus Corp • Surgical & medical instruments & apparatus • New York

This AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN) (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of March 31, 2023 by and among Cerus corporation, a Delaware corporation, and any additional borrower that may hereafter be added to this Agreement (individually as a “Borrower”, and collectively with any entities that become party hereto as Borrower and each of their successors and permitted assigns, the “Borrowers”), the guarantors from time to time party hereto, MIDCAP FINANCIAL TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.

STANDARD INDUSTRIAL/COMMERCIAL SINGLE-TENANT LEASE-NET
Standard Industrial/Commercial Single-Tenant Lease-Net • April 1st, 2002 • Cerus Corp • Biological products, (no disgnostic substances)
May 12, 2011 William (Obi) Greenman
Employment Agreement • May 18th, 2011 • Cerus Corp • Surgical & medical instruments & apparatus
1 EXHIBIT 10.29 CERUS CORPORATION SERIES B PREFERRED STOCK PURCHASE AGREEMENT
Series B Preferred Stock Purchase Agreement • July 22nd, 1998 • Cerus Corp • Biological products, (no disgnostic substances) • California
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AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN)
Credit, Security and Guaranty Agreement (Revolving Loan) • May 4th, 2023 • Cerus Corp • Surgical & medical instruments & apparatus • New York

This AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (REVOLVING LOAN) (as the same may be amended, supplemented, restated or otherwise modified from time to time, the “Agreement”) is dated as of March 31, 2023 by and among Cerus corporation, a Delaware corporation, and any additional borrower that may hereafter be added to this Agreement (individually as a “Borrower”, and collectively with any entities that become party hereto as Borrower and each of their successors and permitted assigns, the “Borrowers”), the guarantors from time to time party hereto, MIDCAP FUNDING IV TRUST, a Delaware statutory trust, individually as a Lender, and as Agent, and the financial institutions or other entities from time to time parties hereto, each as a Lender.

6,000,000 Shares Warrants to Purchase 2,400,000 Shares CERUS CORPORATION Common Stock PLACEMENT AGENCY AGREEMENT
Placement Agency Agreement • August 20th, 2009 • Cerus Corp • Surgical & medical instruments & apparatus • New York
LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 16th, 2011 • Cerus Corp • Surgical & medical instruments & apparatus • California

THIS LOAN AND SECURITY AGREEMENT (this “Agreement”) dated as of March 31, 2010 (the “Closing Date”) between OXFORD FINANCE CORPORATION (“Lender”), and CERUS CORPORATION, a Delaware corporation (“Borrower”), provides the terms on which Lender shall lend to Borrower and Borrower shall repay Lender. The parties agree as follows:

AMENDED AND RESTATED SUPPLY AGREEMENT
Supply Agreement • September 22nd, 2014 • Cerus Corp • Surgical & medical instruments & apparatus • New York

THIS AMENDED AND RESTATED SUPPLY AGREEMENT (THE “SUPPLY AGREEMENT”) is made effective as of the 21st day of April, 2014 (the “Effective Date”) by and between Cerus Corporation (“Cerus”), a Delaware corporation, having its principal place of business at 2550 Stanwell Drive, Concord, CA 94520, and Purolite Corporation (“Purolite”), a Delaware corporation, having its principal place of business at 150 Monument Road, Bala Cynwyd, PA 19004. (Cerus and Purolite are each individually referred to in this Supply Agreement as a “Party” and, collectively, as the “Parties”).

AMENDMENT NO. 1 TO AMENDED AND RESTATED CREDIT, SECURITY AND GUARANTY AGREEMENT (TERM LOAN)
Credit, Security and Guaranty Agreement (Term Loan) • March 5th, 2024 • Cerus Corp • Surgical & medical instruments & apparatus • New York

AND GUARANTY AGREEMENT (TERM LOAN) (this “Agreement”) is made as of the 1st day of September, 2023, by and among CERUS CORPORATION, a Delaware corporation (“Borrower”), MIDCAP FINANCIAL TRUST, a Delaware statutory trust, as Agent (in such capacity, together with its successors and assigns, “Agent”) and the other financial institutions or other entities from time to time parties to the Credit Agreement referenced below, each as a Lender.

July 29, 2009 Laurence Corash [Home Address Omitted]
Employment Agreement • March 7th, 2014 • Cerus Corp • Surgical & medical instruments & apparatus

This letter agreement (the “Agreement”) memorializes your employment terms with Cerus Corporation (“Cerus” or the “Company”), including your new position and compensation terms. These terms became effective as of May 1, 2009 (the “Effective Date”). You must sign and return this Agreement within five (5) business days after receipt of the final Agreement in order to accept continued employment with Cerus under the terms provided herein.

CERUS CORPORATION 4,500,000 Shares of Common Stock1 UNDERWRITING AGREEMENT
Underwriting Agreement • March 17th, 2006 • Cerus Corp • Biological products, (no disgnostic substances) • Wisconsin
AMENDED AND RESTATED MANUFACTURING AND SUPPLY AGREEMENT
Manufacturing and Supply Agreement • March 7th, 2014 • Cerus Corp • Surgical & medical instruments & apparatus • Illinois

THIS AMENDED AND RESTATED MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”) is entered into by and between FENWAL, INC., a company organized under the laws of Delaware (“Fenwal”), and CERUS CORPORATION, a company organized under the laws of Delaware (“Cerus”). Fenwal and Cerus, as corporations, are sometimes referred to herein as a “Party” and collectively as the “Parties.” This Agreement shall become effective as of the last date of signature by the Parties (the “Effective Date”).

AMENDMENT TO RIGHTS AGREEMENT
Rights Agreement • October 30th, 2009 • Cerus Corp • Surgical & medical instruments & apparatus

The Rights Agreement provides that, until the Distribution Date (or earlier redemption or expiration of the Rights), the Rights will be transferable with and only with the Common Shares. Until the Distribution Date (or earlier redemption or expiration of the Rights), new Common Share certificates issued after the Record Date upon transfer or new issuance of Common Shares will contain a notation incorporating the Rights Agreement by reference. Until the Distribution Date (or earlier redemption or expiration of the Rights) the surrender or transfer of any certificates for Common Shares outstanding as of the Record Date, even without such notation or a copy of this Summary of Rights being attached thereto, will also constitute the transfer of the Rights associated with the Common Shares represented by such certificate. As soon as practicable following the Distribution Date, separate certificates evidencing the Rights (“Right Certificates”) will be mailed to holders of record of the Common

RESTRUCTURING AGREEMENT
Restructuring Agreement • March 11th, 2010 • Cerus Corp • Surgical & medical instruments & apparatus • 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.”

PURCHASE AGREEMENT
Purchase Agreement • May 30th, 2001 • Cerus Corp • Biological products, (no disgnostic substances) • New York

THIS PURCHASE AGREEMENT is made and entered into as of May 15, 2001 by and between Cerus Corporation, a Delaware corporation (the "Company") and the purchaser whose name and address is set forth on the signature page hereof (the "Purchaser").

FIRST AMENDMENT TO LOAN AND SECURITY AGREEMENT
Loan and Security Agreement • March 9th, 2016 • Cerus Corp • Surgical & medical instruments & apparatus

THIS FIRST AMENDMENT to Loan and Security Agreement (this “Amendment”) is entered into as of January 30, 2015, by and among OXFORD FINANCE LLC, a Delaware limited liability company with an office located at 133 North Fairfax Street, Alexandria, Virginia 22314 (“Oxford”), as collateral agent (in such capacity, “Collateral Agent”), the Lenders listed on Schedule 1.1 thereof or otherwise a party thereto from time to time including Oxford in its capacity as a Lender (each a “Lender” and collectively, the “Lenders”), and CERUS CORPORATION, a Delaware corporation with offices located at 2550 Stanwell Drive, Concord, CA 94520 (“Borrower”).

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