1
EXHIBIT 10.24
FIRST AMENDMENT TO COMMON STOCK PURCHASE AGREEMENT
This First Amendment to Common Stock Purchase Agreement ("Amendment")
is entered into as of the 9th day of December, 1996, by and between Cerus
Corporation (formerly known as Steritech, Inc.), a California corporation
("Cerus"), and Xxxxxx Healthcare Corporation, a Delaware corporation
("Purchaser").
WHEREAS, Cerus and Purchaser are parties to a Common Stock Purchase
Agreement, dated as of September 3, 1996 (the "Original Agreement");
WHEREAS, the Registration Statement (as defined in the Original
Agreement) has not yet become effective and Baxter desires that its termination
rights be modified in light of this fact and in consideration of not exercising
its rights under Section 7.14 of the Original Agreement;
AND WHEREAS, Cerus and Purchaser wish to amend the Original Agreement
accordingly;
NOW, THEREFORE, in consideration of the foregoing recitals and the
mutual promises hereinafter set forth Cerus and Purchaser agree that the
following amendment shall be made to the Original Agreement, effective as of
the date given above:
1. Section 7.14 of the Original Agreement is hereby deleted in its
entirety and replaced with the following:
7.14 TERMINATION. If the Registration Statement for the
IPO has not become effective before or on February 14, 1997,
Purchaser in its sole discretion may elect to terminate this
Agreement by providing written notice to the Company not later
than February 21, 1997. These rights of termination are in
addition to those rights provided Purchaser under Section 5 of
this Agreement. In no event will Purchaser be liable to the
Company for any expenses incurred in connection with the
Registration Statement or the IPO. If the Registration
Statement never becomes effective (either because the offering
is withdrawn or otherwise), however, and the Company files a
new registration statement for an initial public offering, the
rights provided Purchaser under Section 4.2(b) of the Baxter
Agreement shall be reinstated and shall apply to such offering
pursuant to Section 4.2(b) of the Baxter Agreement.
2. The phrase "this Agreement" as it appears in the Original
Agreement or this Amendment shall be deemed to refer to the Original Agreement,
as modified by this Amendment.
3. Except as modified by this Amendment, the terms of the Original
Agreement shall continue in full force and effect.
4. This Amendment shall be governed in all respects by the laws
of the State of California.
2
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date set forth in the first paragraph hereof.
CERUS CORPORATION
0000 Xxxxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000
By: /s/ Xxxxxxx X. Xxxxxx
-----------------------
Xxxxxxx X. Xxxxxx
Title: President
--------------------
Date: December 9, 1996
--------------------
XXXXXX HEALTHCARE CORPORATION
Xxx Xxxxxx Xxxxxxx
Xxxxxxxxx, Xxxxxxxx 00000
By: /s/ Xxxxxxx X. Xxxxxxxx
-----------------------
Xxxxxxx X. Xxxxxxxx
Title: Group Vice President
--------------------
Date: December 9, 1996
--------------------
