ASSET TRANSFER AND LICENSE AGREEMENT BETWEEN ANZA THERAPEUTICS, INC. AND CERUS CORPORATION Dated as of November 20, 2007

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Title: ASSET TRANSFER AND LICENSE AGREEMENT BETWEEN ANZA THERAPEUTICS, INC. AND CERUS CORPORATION Dated as of November 20, 2007
Governing Law: California Date: 2/27/2008
Industry: Biotechnology and Drugs Law Firm: Wilson Sonsini;Cooley Godward;O'Melveny Myers Sector: Healthcare

ASSET TRANSFER AND LICENSE AGREEMENT BETWEEN ANZA THERAPEUTICS, INC. AND CERUS CORPORATION Dated as of November 20, 2007, Parties: cerus corp , anza therapeutics inc , cerus corporation

[ * ] = C ERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT , MARKED BY BRACKETS , HAS BEEN OMITTED AND FILED SEPARATELY WITH THE S ECURITIES AND E XCHANGE C OMMISSION PURSUANT TO R ULE 24 B -2 OF THE S ECURITIES E XCHANGE A CT OF 1934, AS AMENDED .

E XHIBIT 10.28

ASSET TRANSFER AND LICENSE AGREEMENT

BETWEEN

ANZA THERAPEUTICS, INC.

AND

CERUS CORPORATION

Dated as of November 20, 2007

TABLE OF CONTENTS


		Page
ARTICLE I DEFINITIONS; RULES OF CONSTRUCTION		1

SECTION 1.1	Definitions.	1
SECTION 1.2	Rules of Construction.	1

ARTICLE II TRANSFER OF ASSETS AND GRANT OF LICENSES; ASSUMPTION OF LIABILITIES; CONSIDERATION; CLOSING		2

SECTION 2.1	Transfer of Assets.	2
SECTION 2.2	Assignability and Consents	3
SECTION 2.3	Grant of License.	4
SECTION 2.4	Liabilities.	5
SECTION 2.5	Consideration.	7
SECTION 2.6	Closing.	10
SECTION 2.7	Closing Deliveries by Cerus.	10
SECTION 2.8	Closing Deliveries by Anza.	10

ARTICLE III REPRESENTATIONS AND WARRANTIES OF CERUS		11

ARTICLE IV REPRESENTATIONS AND WARRANTIES OF ANZA		11

ARTICLE V ADDITIONAL AGREEMENTS		11

SECTION 5.1	Cooperation and Assistance.	11
SECTION 5.2	{Intentionally Omitted}	12
SECTION 5.3	Certain Regulatory Matters.	12
SECTION 5.4	Supply of Materials.	13
SECTION 5.5	Diligence.	14
SECTION 5.6	Reimbursement of Business Expenses.	14
SECTION 5.7	Certain Employee Matters.	14
SECTION 5.8	Confidentiality.	14
SECTION 5.9	Ownership of Inventions.	17
SECTION 5.10	Patent Prosecution and Maintenance.	17
SECTION 5.11	Enforcement of Patents.	18
SECTION 5.12	Defense of Infringement Claims.	20
SECTION 5.13	Covenant Not to Compete.	20
SECTION 5.14	Tax Matters.	21
SECTION 5.15	Certain Accounting Matters.	22
SECTION 5.16	Redemption Option.	23
SECTION 5.17	Certain Termination Rights.	25
SECTION 5.18	Regulatory Matters and Bulk Sales Laws.	26
SECTION 5.19	Novation of Certain Transferred Contracts.	26
SECTION 5.20	Abandonment of Certain Patents and Patent Applications.	26
SECTION 5.21	Further Assurance.	26

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TABLE OF CONTENTS

(Continued)


		Page

ARTICLE VI CONDITIONS TO CLOSING		26

SECTION 6.1	Conditions to Obligations of Cerus.	26
SECTION 6.2	Conditions to Obligations of Anza.	28

ARTICLE VII INDEMNIFICATION		29

SECTION 7.1	Survival of Representations and Warranties and Covenants.	29
SECTION 7.2	Indemnification.	30

ARTICLE VIII MISCELLANEOUS		33

SECTION 8.1	Governing Law.	33
SECTION 8.2	Amendment.	33
SECTION 8.3	Expenses.	33
SECTION 8.4	Notices.	33
SECTION 8.5	Severability.	34
SECTION 8.6	Entire Agreement.	34
SECTION 8.7	Assignment.	34
SECTION 8.8	Delays or Omissions.	34
SECTION 8.9	No Third Party Beneficiaries.	35
SECTION 8.10	Counterparts.	35

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EXHIBITS


Exhibit A		Definitions and References
Exhibit B		Royalties
Exhibit C		Representations and Warranties of Cerus
Exhibit D		Representations and Warranties of Anza
Exhibit E		Transferred Assets to be Delivered at Closing
Exhibit F		Transferred Assets to be Delivered within 90 Days after Closing
Exhibit G		Budget
Exhibit H		Cerus Press Release
Exhibit I		Assignment Separate from Certificate
Exhibit J		Transferred Contracts Subject to Novation
Exhibit K		WSGR Legal Opinion
Exhibit L		CGK Legal Opinion
Exhibit M		D. Cook Employment Agreement
Exhibit N		T. Dubensky Employment Agreement
Exhibit O		Assignment and Novation Agreement
Exhibit P		Amended and Restated Exclusive License Agreement (JHU Ref: *[ ]** )
Exhibit Q		Amended and Restated Option and Exclusive License Agreement (JHU Ref: *[ ]** )
Exhibit R		Amended and Restated Exclusive License Agreement (JHU Ref: *[ ]** )
Exhibit S		Selected Transferred Contracts
Exhibit T		Abandoned Patents and Patent Applications
Exhibit U		Assignment and Assumption Agreement
Exhibit V		Amended and Restated Certificate of Incorporation
Exhibit W		Bill of Sale
Exhibit X		Business Employees
Exhibit Y		Computer Equipment
Exhibit Z		FDA Cross-Reference Letter
Exhibit AA		FDA Transfer Letters
Exhibit AB		Investor Rights Agreement
Exhibit AC		Licensed Know-How
Exhibit AD-1		Licensed *[ ]** Patent Rights
Exhibit AD-2		Licensed *[ ]** Patent Rights
Exhibit AE		Patent Assignment Agreement
Exhibit AF		Right of First Refusal and Co-Sale Agreement
Exhibit AG		{Intentionally Omitted}
Exhibit AH		Series A Preferred Stock Purchase Agreement
Exhibit AI		Site License
Exhibit AJ		Sublease
Exhibit AK		Supply Agreement
Exhibit AL		Transferred Contracts
Exhibit AM		Transferred Grants
Exhibit AN		Transferred Know-How
Exhibit AO		Transferred Patent Rights
Exhibit AP		Transferred Tangible Assets

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Exhibit AQ		Transition Services Agreement
Exhibit AR		Voting Agreement

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ASSET TRANSFER AND LICENSE AGREEMENT

This Asset Transfer and License Agreement is made as of November 20, 2007 between Anza Therapeutics, Inc., a Delaware corporation (“ Anza ”), and Cerus Corporation, a Delaware corporation (“ Cerus ”). Anza and Cerus are each referred to herein as a “ Party ” and collectively as the “ Parties .”

RECITALS

A. Cerus is engaged in the Business.

B. Anza desires to acquire, and Cerus desires to transfer to Anza, Cerus’ rights to the tangible and intangible assets, and to license to Anza certain intangible assets, used in the conduct of the Business and necessary for Anza to conduct the Business following the Closing, subject to the terms and conditions of this Agreement.

C. The Parties intend that the issuance of the Series AA Shares to Cerus in partial consideration for the transfer of the Transferred Assets, when taken together with the issuance of shares of Anza’s Series A Preferred Stock to certain investors on the date hereof, shall qualify as an exchange within the meaning of Section 351 of the Code.

Now, therefore, in consideration of the foregoing premises, the mutual representations, warranties, covenants and other agreements set forth herein and the mutual benefits to be gained by the performance thereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the Parties hereby agree as follows:

ARTICLE I

DEFINITIONS; RULES OF CONSTRUCTION

SECTION 1.1 Definitions. Capitalized terms used in this Agreement are defined on Exhibit A . Exhibit A also contains references to terms defined in the body of this Agreement and other Exhibits to this Agreement.

SECTION 1.2 Rules of Construction . When a reference is made in this Agreement to an Article, Section or Exhibit, such reference shall be to an Article or Section of, or Exhibit to, this Agreement unless otherwise indicated. The words “include,” “includes” and “including” when used herein shall be deemed in each case to be followed by the words “without limitation.” The terms “hereof,” “herein,” “hereby” and derivative or similar words refer to this entire Agreement. The headings set forth in this Agreement are for reference purposes only and shall not affect in any way the meaning or interpretation of this Agreement. Unless otherwise specifically provided or the context otherwise requires, all references in this Agreement to Cerus shall mean and refer to Cerus and its Subsidiaries. All references in this Agreement to the Subsidiaries of a Party shall be deemed to include all direct and indirect Subsidiaries of such Party. Unless otherwise specifically provided,

all references in this Agreement to monetary amounts or dollars shall mean and refer to United States Dollars. The Parties agree that they have been represented by legal counsel during the negotiation and execution of this Agreement and, therefore, waive the application of any law, regulation, holding or rule of construction providing that ambiguities in an agreement or other document shall be construed against the party drafting such agreement or document.

ARTICLE II

TRANSFER OF ASSETS AND GRANT OF LICENSES; ASSUMPTION OF LIABILITIES; CONSIDERATION; CLOSING

SECTION 2.1 Transfer of Assets . Upon the terms and subject to the conditions set forth in this Agreement, Cerus hereby conveys, assigns and transfers to Anza, and Anza hereby acquires from Cerus, free and clear of any Encumbrances (other than Encumbrances arising under the Transferred Contracts), all of Cerus’ right, title and interest in and to the following assets (collectively, the “ Transferred Assets ”):

(a) the Transferred Intellectual Property;

(b) the Transferred Contracts;

(d) the Transferred Regulatory Submissions;

(e) the Transferred Grants;

(f) the Transferred Books and Records; and

(g) all rights, claims, causes of action and credits, including all guarantees, warranties, indemnities, rights of set-off and similar rights, in favor of Cerus to the extent relating to any of the foregoing Transferred Assets or any Assumed Liability, other than such rights, claims, causes of action and credits to the extent relating to any Retained Liability, including, without limitation, all causes of action for past misappropriation or infringement of any Transferred Intellectual Property and rights to damages and other remedies for past misappropriation or infringement of any Transferred Intellectual Property.

Notwithstanding anything contained herein to the contrary, the Transferred Tangible Assets are being assigned, transferred and conveyed to Anza “as is,” “where is” and “with all faults,” with no representations or warranties as to merchantability, fitness or use, except as set forth in Article III.

The transfer of the Transferred Assets pursuant to this Agreement shall not include the assumption of any Liability related to the Transferred Assets that arose (including payments that became due) prior to the Effective Time unless Anza expressly assumes that Liability pursuant to Section 2.4(a).

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SECTION 2.2 Assignability and Consents . Notwithstanding anything to the contrary contained in this Agreement, if the conveyance, assignment, transfer or delivery or attempted conveyance, assignment, transfer or delivery to Anza of any Transferred Asset is (a) prohibited by any applicable Law or (b) would require any authorizations, approvals, consents or waivers from a third party to convey, assign, transfer or deliver such Transferred Asset and such authorizations, approvals, consents or waivers have not been obtained prior to the Closing Date (each, a “ Non-Assignable Asset ”), in either case, the Closing shall proceed (subject to the Parties’ rights under Article VI), but the Closing shall not constitute the conveyance, assignment, transfer or delivery of such Non-Assignable Asset, and this Agreement shall not constitute a conveyance, assignment, transfer or delivery of such Non-Assignable Asset unless and until such authorization, approval, consent or waiver is obtained. After the Closing, the Parties shall continue to use commercially reasonable efforts and cooperate with each other, without additional consideration, to obtain any such authorization, approval, consent or waiver as promptly as practicable. Once authorization, approval or waiver of or consent for the conveyance, assignment, transfer or delivery of any such Non-Assignable Asset not conveyed, assigned, transferred or delivered at the Closing is obtained, Cerus shall convey, assign, transfer and deliver such Non-Assignable Asset to Anza at no additional cost to Anza. Notwithstanding anything to the contrary contained in this Agreement, Anza shall not assume any Liabilities with respect to a Non-Assignable Asset until it has been conveyed, assigned, transferred and delivered to Anza except to the extent related to any rights and/or benefits obtained by Anza pursuant to such Non-Assignable Asset. In addition, for so long as a Transferred Contract remains a Non-Assignable Asset, Cerus agrees to cooperate with Anza, as reasonably requested in writing by Anza, to extend and make available to Anza any rights and/or benefits available under such contract, provided that Anza pays all amounts and fulfills all obligations arising from or associated with such Non-Assignable Assets, other than to the extent such amounts or obligations would constitute a Retained Liability if such Non-Assignable Asset were conveyed, assigned, transferred or delivered on the Closing Date. Without limiting the foregoing, (a) upon the written request of Anza, Cerus agrees to exercise rights (for example, elections or options) on Anza’s behalf under such contract, at Anza’s expense, provided that all Liabilities resulting from the exercise of such rights shall be Liabilities solely of Anza, and Cerus shall not exercise any of its rights under such contract unless requested or approved in writing by Anza, (b) Cerus shall keep Anza informed as to Cerus’ written communications from the other party to such contract, including notifying Anza in the event Cerus is notified with respect to matters that require Cerus’ consent (or which trigger an option or an election by Cerus) under such contract, or regarding matters that affect Cerus’ or Anza’s rights thereunder, (c) to the extent that Anza obtains the agreement of the other party to such contract to modify, amend or otherwise alter or waive any performance, obligation or provision of such contract, Cerus agrees to take such actions and execute such documents as Anza may reasonably request in writing to effect the same, at Anza’s expense, provided that all Liabilities resulting from such modification, amendment, alteration or waiver shall be Liabilities solely of Anza, and (d) in the event that Anza obtains an agreement from the other party to such contract to transfer the rights under such contract directly to Anza, Cerus shall transfer such rights to Anza in a writing reasonably acceptable to Anza.

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SECTION 2.3 Grant of License .

(a) To Anza . Cerus hereby grants to Anza a worldwide, irrevocable (except pursuant to Section 2.3(d)) license, with the right to grant and authorize sublicenses, under the Licensed Intellectual Property, to make, have made, use, sell, offer to sell, and import products (including [ * ] Products), to practice any method, process or procedure, and to otherwise exploit the Licensed Intellectual Property, in each case within the Anza Field of Use. For clarity, it is understood that the foregoing licenses shall include the right to make or have made S-59 Psoralen. Such license shall be exclusive (even as to Cerus), except to the extent provided in Section 2.3(b) below with respect to certain uses of the Licensed Know-How.

(b) Cerus’ Retained Rights . Notwithstanding the foregoing, the Parties agree that Cerus retains the non-exclusive right to use and exploit the Licensed Know-How (but not the Licensed [ * ] Patent Rights) within the Anza Field of Use for purposes other than products involving [ * ] .

(c) Rights in Bankruptcy . All rights and licenses granted under or pursuant to this Agreement by Cerus to Anza are, and shall otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code and other similar foreign laws, licenses of rights to “intellectual property” as defined under Section 101 of the U.S. Bankruptcy Code or such foreign laws. Anza, as a licensee of rights under this Agreement, shall retain and may fully exercise all of its rights and elections under the U.S. Bankruptcy Code and other similar foreign laws.

(d) Termination .

(i) If Anza commits a Fundamental Breach (as defined in Section 2.3(d)(iv)), then Cerus may deliver notice of such Fundamental Breach to Anza. If Anza fails to cure such Fundamental Breach within sixty (60) days after such notice or to provide written notice to Cerus within such sixty (60) day period that Anza disputes such claim of Fundamental Breach, then Cerus may terminate the license set forth in Section 2.3(a) upon written notice to Anza.

(ii) If Cerus gives notice of Fundamental Breach under this Section 2.3(d) and Anza disputes such claim of Fundamental Breach and provides Cerus with written notice of such dispute within sixty (60) days after Cerus’ notice of a Fundamental Breach, then the issue of whether a Fundamental Breach has occurred shall be resolved as follows:

(1) The arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (or any successor entity thereto) (“ JAMS ”) under its rules of arbitration then in effect, except as modified herein. The arbitration shall be conducted in the English language, by a single arbitrator. The Parties and the arbitrator shall use all reasonable efforts to complete any such arbitration within six (6) months from the issuance of notice of a referral of any such dispute to

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arbitration. The arbitrator shall determine what discovery shall be permitted, consistent with the goal of limiting the cost and time which the Parties must expend for discovery, provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the dispute.

(2) The Parties agree that the decision of the arbitrator shall be the sole, exclusive and binding remedy between them regarding the dispute presented to the arbitrator. Any decision of the arbitrator may be entered in a court of competent jurisdiction for judicial recognition of the decision and an order of enforcement. The arbitration proceedings and the decision of the arbitrator shall be deemed Proprietary Information of the Parties under this Agreement.

(3) Unless otherwise mutually agreed upon by the Parties, the arbitration proceedings shall be conducted in San Francisco, California. The Parties agree that they shall share equally the cost of the arbitration filing and hearing fees and the cost of the arbitrator and administrative fees of JAMS. Each Party shall bear its own costs and attorneys’ and witnesses’ fees and associated costs and expenses.

(iii) If as a result of such dispute resolution process it is determined that Anza committed a Fundamental Breach, then Anza shall have sixty (60) days after such determination to cure such Fundamental Breach. If such Fundamental Breach is not cured by the end of such sixty (60) day period, then Cerus may terminate the license set forth in Section 2.3(a) upon written notice to Anza and Cerus shall have the sole and exclusive right to exploit the Licensed Intellectual Property without any limitation under this Agreement. If such Fundamental Breach is cured within such sixty (60) day period, then Cerus shall not have the right to terminate such license on account of such Fundamental Breach.

(iv) For the purposes of this Section 2.3(d), a “ Fundamental Breach ” shall mean (a) any failure by Anza to timely pay one or more amounts due to Cerus pursuant to this Agreement that individually or collectively [ * ] , (b) any failure by Anza to timely issue or deliver to Cerus any shares of Anza’s Preferred Stock due to Cerus pursuant to this Agreement, (c) any failure by Anza to satisfy any Assumed Liability in an amount [ * ] , in accordance with Section 7.2(b)(iii), or (d) any failure by Anza to comply with the indemnification obligations set forth in Section 7.2(b) for an amount [ * ] .

SECTION 2.4 Liabilities .

(a) Assumed Liabilities . On the Closing Date, Anza shall assume and agree to discharge only (i) Liabilities arising from and after the Effective Time under any Transferred Contract, including all payments due after the Effective Time, but excluding any Liability to the extent arising out of or relating to a breach of a Transferred Contract that occurred prior to the Effective Time, (ii) any Liability for Taxes attributable to the Transferred Assets but only to the extent provided in Section 5.14 and (iii) all Liabilities related to or arising from the operation of the Business from and after the Effective Time or the ownership of the Transferred Assets from and

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after the Effective Time, provided, however, that the Liabilities described in this clause (iii) shall not include any Liability incurred prior to the Effective Time other than under a Transferred Contract in accordance with clause (i) (the “ Assumed Liabilities ”).

(b) Retained Liabilities . All Liabilities of Cerus other than the Assumed Liabilities (the “ Retained Liabilities ”) shall remain the sole responsibility of Cerus. For the avoidance of doubt, the Retained Liabilities shall include, without limitation:

(i) any Liability of Cerus under any Transferred Contract that arises after the Effective Time to the extent arising out of or relating to any breach thereof that occurred prior to the Effective Time;

(ii) any Liabilities of Cerus, or any member of any consolidated, affiliated, combined or unitary group of corporations of which Cerus or any of its Subsidiaries is or has been a member, for Taxes attributable to the Transferred Assets for any Pre-Closing Tax Period;

(iii) any Liabilities of Cerus arising out of any product liability, patent infringement, breach of warranty, government seizure, recall or similar claim for injury to person or property or any other claim related to the Transferred Assets or the Business, in each case to the extent arising prior to the Closing (including all proceedings relating to any such Liabilities);

(iv) any Liabilities of Cerus with respect to any litigation or other claims related to the Transferred Assets or the Business to the extent arising from any event, circumstance or condition occurring or alleged to have occurred prior to the Closing;

(v) any Liability of Cerus related to (A) any product or service of Cerus not related to the Business or (B) the operation or conduct by Cerus of any business other than the Business;

(vi) any Liability of Cerus arising out of (A) any suit, action or proceeding pending or threatened as of the Closing, with respect to claims based upon facts, events or circumstances occurring prior to the Closing, or (B) any actual or alleged violation by Cerus or any of its Affiliates of any Law applicable to Cerus or any of its Affiliates;

(vii) any Liability of Cerus or any ERISA Affiliate under or relating to (A) any employee benefit plan, or relating to wages, bonuses, payroll, vacation, sick leave, workers’ compensation, unemployment benefits, pension benefits, employee stock option or profit-sharing plans, health care plans or benefits, phantom stock, deferred compensation or other similar plan or arrangement, or any other employee plans or benefits of any kind, in each case, which Cerus or any ERISA Affiliate has entered into, maintains or administers or has maintained or administered, to which Cerus or any ERISA Affiliate contributes or has contributed or is or has been required to contribute, or under or with respect to which Cerus or any ERISA Affiliate has or may have any Liability and (B) any actual or alleged violation by Cerus or any of its Affiliates of any equal employment or employment discrimination laws;

(viii) any Liability of Cerus (including all costs and disbursements) incurred in connection with the termination of employment of any Cerus employee prior to or in connection with the Closing (including any Business Employee and any Cerus employee who does not become employed by Anza);

(ix) any Liability of Cerus under Environmental Laws arising out of or relating to the operation or conduct of the Business or the use or ownership of the Transferred Assets, in each case before the Closing;

(x) any Liability of Cerus to any of its Affiliates; and

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(xi) any other Liability of Cerus resulting from the ownership, use, operation or maintenance of the Transferred Assets by or on behalf of Cerus prior to the Closing, or the operation or conduct of the Business by or on behalf of Cerus prior to the Closing.

SECTION 2.5 Consideration .

(a) Consideration . As consideration for the Transferred Assets and rights granted to Anza hereunder, Anza shall:

(i) Assume the Assumed Liabilities;

(ii) Issue to Cerus 5,000,000 shares of Anza’s Series AA Preferred Stock (the “ Series AA Shares ”), provided that (A) Cerus shall execute and deliver the Investor Rights Agreement, Voting Agreement and Right of First Refusal and Co-Sale Agreement and (B) 1,000,000 of the Series AA Shares shall be held in escrow in accordance with Section 5.16;

(iii) In the event that Anza enters into a definitive agreement [ * ] , for the development and commercialization of [ * ] vaccines using the [ * ] , which agreement is signed and becomes effective within [ * ] months following the Closing Date [ * ] and provides for [ * ] development of [ * ] , Anza shall provide to Cerus additional consideration as set forth in paragraphs (1), (2) and (3) below.

(1) If the [ * ] provides for [ * ] to Anza of [ * ] , then Cerus [ * ] .


*[ ]**		*[ ]**
	[ * ]		[ * ]

	[ * ]		[ * ]

	[ * ]		[ * ]

	[ * ]		[ * ]

	[ * ]		[ * ]

	[ * ]		[ * ]

	[ * ]		[ * ]

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		[ * ]				[ * ]

		[ * ]				[ * ]

		[ * ]				[ * ]

For purposes of calculating the [ * ] means [ * ] for which the [ * ] , provided that [ * ] are not dependent on the [ * ] .

(2) If Anza actually receives [ * ] of at least [ * ] , then Cerus [ * ] .

The [ * ] clauses (1) and (2) above shall each be conditioned upon [ * ] customary representations and warranties [ * ] , and having substantially [ * ] .

In the event that Anza consummates an IPO or Liquidity Event after [ * ] but prior to [ * ] , Anza shall pay to Cerus [ * ] , within ten (10) Business Days after the closing of such IPO or Liquidity Event, as applicable.

In the event that Anza consummates an IPO or Liquidity Event before [ * ] , Anza shall pay to Cerus [ * ] , within ten (10) Business Days after [ * ] due.

(3) Anza shall pay to Cerus [ * ] percent ( [ * ] %) of [ * ] due to be paid by [ * ] to Anza under [ * ] during the five (5) year period following [ * ] , within ten (10) Business Days after [ * ] , even if such [ * ] became due and payable within [ * ] but were not actually received by Anza [ * ] .

(iv) Pay to Cerus royalties as set forth on Exhibit B with respect to Royalty-Bearing Covered Products; and

(v) Pay to Cerus:

(1) a one-time payment of [ * ] upon dosing of the first patient in the first Phase III Clinical Trial for the [ * ] for which a Phase III Clinical Trial is conducted;

(2) a one-time payment of [ * ] upon receipt of the first approval by the FDA of the first BLA for the [ * ] for which such FDA approval is obtained; and

(3) The following amounts at such time as the annual Net Sales for either of the [ * ] that are sold commercially in the United States or European Union first equal or exceed the amount set forth in the table below for [ * ] , provided such sales level is achieved within the [ * ] :

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Annual Net Sales of Such *[ ]**			Time from First Commercial Sale		Milestone Payment Amount
$	[	* ]	Within [	* ]	$	[	* ]
$	[	* ]	Within [	* ]	$	[	* ]
$	[	* ]	Within [	* ]	$	[	* ]

For such purposes, the “ Time from First Commercial Sale ” shall mean the [ * ] after the First Commercial Sale in the United States or the European Union of [ * ] before such annual Net Sales threshold is achieved with respect to [ * ] . For the avoidance of doubt, each milestone payment under this clause (3) is payable [ * ] ), it being understood that annual Net Sales of [ * ] shall be calculated separately and not combined in determining whether the applicable annual Net Sales level has been achieved. In no event shall the aggregate milestone payments made under this clause (3) [ * ] .

(4) Anza shall notify Cerus in writing within thirty (30) days after the achievement of any of the foregoing milestones under clauses (1), (2) or (3) above by Anza or its Affiliate or Licensee, and shall pay the amount corresponding to such milestone within thirty (30) days after such achievement. For clarity, each milestone payment under clauses (1) and (2) above is payable not more than once, and in no event shall the aggregate milestone payments made under clauses (1) and (2) above [ * ] .

(b) Allocation of Payments . The Parties shall allocate the aggregate payments made pursuant to Sections 2.5(a)(i), (ii) and (iii) among the Transferred Assets, which allocation shall be prepared in a manner consistent with Section 1060 of the Code and the Treasury Regulations promulgated thereunder and mutually agreed by Cerus and Anza (the “ Allocation ”), within sixty (60) days following the Closing Date. If any additional payments are made to Cerus pursuant to Section 2.5(a)(iii), the Parties shall amend the Allocation to take into account such payments. Each Party agrees to act reasonably in agreeing to the Allocation. The Allocation (and any amendment thereto) shall be conclusive and binding upon Cerus and Anza for all purposes, and Cerus and Anza agree that all returns and reports and all financial statements shall be prepared in a manner consistent with such Allocation or any amendment thereto unless otherwise required by the Internal Revenue Service or any other applicable taxing authority. For the avoidance of doubt, any payments made pursuant to Sections 2.5(a)(iv) or (v) shall be treated by the Parties as payments of royalties.

(c) Transfer Taxes . All transfer, documentary, sales, use, valued-added, gross receipts, stamp, registration or other similar transfer Taxes incurred in connection with the transfer and sale of the Transferred Assets pursuant to this Agreement (“ Transfer Taxes ”) shall be timely paid by Cerus. The Parties hereto shall cooperate, to the extent reasonably requested and legally permitted, to reduce any such Transfer Taxes, including, without limitation, by using diligent efforts to transfer any intellectual property by remote electronic transmission. The Party required by Law to file a Tax Return with respect to such Transfer Taxes shall do so within the time period prescribed by applicable Law, and the other Party shall join in the execution of any such Tax Returns and other

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documentation. All costs incurred in the filing of such Tax Returns shall be borne equally by both Parties. Cerus shall provide Anza with evidence satisfactory to Anza that such Transfer Taxes have been timely paid by Cerus. Anza shall promptly reimburse Cerus for one-half the amount of such Transfer Taxes upon receipt of notice that such Transfer Taxes have been paid. To the extent that Anza pays any such Transfer Taxes, Cerus shall promptly reimburse Anza for one-half the amount of such Transfer Taxes upon receipt of notice that such Transfer Taxes have been paid.

SECTION 2.6 Closing . Subject to the terms and conditions of this Agreement, the closing of the transactions contemplated by this Agreement (the “ Closing ”), including the transfer of the Transferred Assets, shall be held at the offices of Wilson Sonsini Goodrich & Rosati, 650 Page Mill Road, Palo Alto, California at 10:00 a.m. Pacific Standard Time on November 20, 2007, contemporaneously with the execution and delivery of this Agreement, or such later date as the Parties agree upon in writing (the “ Closing Date ”).

SECTION 2.7 Closing Deliveries by Cerus . At the Closing, Cerus shall deliver or cause to be delivered to Anza:

(a) an original of each Transaction Document to which Cerus is a party, duly executed by Cerus;

(b) an original FDA Transfer Letter with respect to each of the Business Products (for delivery by Anza to the FDA on behalf of Cerus), duly executed by Cerus;

(d) all of the Transferred Assets and other materials set forth on Exhibit E , in the manner and form and to the location(s) reasonably specified by Anza; and

(e) such other deeds, bills of sale, assignments, certificates of title, documents and other instruments of transfer and conveyance, and such copies of the Transferred Intellectual Property and/or Licensed Intellectual Property, as may reasonably be requested by Anza, each in form and substance satisfactory to Anza and its legal counsel and duly executed by Cerus, as applicable.

SECTION 2.8 Closing Deliveries by Anza . At the Closing, Anza shall deliver to Cerus:

(a) an original of each Transaction Document to which Anza is a party, duly executed by Anza;

(b) the Series AA Shares by delivery of a stock certificate registered in the name of Cerus (excluding the stock certificate for the Holdback Shares, which shall be delivered pursuant to Section 2.9, and the stock certificate for the Escrow Shares, which shall be deposited with the Escrow Holder pursuant to Section 5.16(f)); and

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SECTION 2.9 Further Deliveries by Cerus and Anza . At or promptly following the Closing, but in no event later than ninety (90) days thereafter, Cerus shall deliver or cause to be delivered to Anza, in the manner and form and to the location(s) reasonably specified by Anza, at Cerus’ expense, the Transferred Assets and other materials listed on Exhibit F hereto which were not delivered to Cerus on the Closing Date. Promptly following Cerus’ satisfaction of the delivery obligation set forth in the foregoing sentence, Anza shall deliver to Cerus the certificate for the Holdback Shares. Following the Closing, Cerus shall promptly deliver or cause to be delivered to Anza any additional Transferred Assets not set forth on Exhibit F or not delivered to Anza on the Closing Date, as such additional Transferred Assets come to the attention of the Parties.

ARTICLE III

REPRESENTATIONS AND WARRANTIES OF CERUS

Except as set forth in the disclosure schedule delivered by Cerus to Anza and dated as of the date hereof (the “ Cerus Disclosure Schedule ”), which Cerus Disclosure Schedule identifies the Section (or, if applicable, subsection) of this Agreement to which such exception relates (provided, however, that such disclosure shall also apply to particular matters represented or warranted in other Sections and subsections to the extent that it is readily apparent from the text of such disclosure), Cerus hereby represents and warrants to Anza, as of the date of this Agreement, as set forth on Exhibit C .

ARTICLE IV

REPRESENTATIONS AND WARRANTIES OF ANZA

Except as set forth in the disclosure schedule delivered by Anza to Cerus and dated as of the date hereof (the “ Anza Disclosure Schedule ”), which Anza Disclosure Schedule identifies the Section (or, if applicable, subsection) of this Agreement to which such exception relates (provided, however, that such disclosure shall also apply to particular matters represented or warranted in other Sections and subsections to the extent that it is readily apparent from the text of such disclosure), Anza hereby represents and warrants to Cerus, as of the date of this Agreement, as set forth on Exhibit D .

ARTICLE V

ADDITIONAL AGREEMENTS

SECTION 5.1 Cooperation and Assistance . Without limiting the terms and conditions of the Transition Services Agreement, Cerus shall cooperate fully with and assist Anza, and shall make its personnel reasonably available for up to eight (8) hours per week during the twelve (12)

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week period following the Closing Date in order to allow Anza to understand and implement the Transferred Know-How and the Licensed Know-How and to utilize the Transferred Know-How and the Licensed Know-How for the purposes contemplated in this Agreement; provided, however, that Cerus shall not be obligated hereunder to provide any assistance that Business Employees are capable of providing to Anza and shall not have any obligations under this Section 5.1 with respect to Intercept Platelet or Plasma disposable kits, and further provided that Cerus’ obligations under this Section 5.1 with respect to UVA light devices shall be limited to providing instruction regarding their maintenance and use. In addition, Cerus shall (a) provide Anza with reasonable access to and/or copies of Cerus’ Books and Records to the extent related to Licensed [ * ] Patent Rights or Licensed Know-How and (b) provide reasonable assistance to Anza to allow Anza to access and enter into negotiations with any contract research organization, contract manufacturer or other Third Party engaged by Cerus or any of its Affiliates prior to the Closing Date in connection with the Business; provided that, subject to Section 2.2, such obligation shall not apply if the contract between Cerus or its Affiliate and such contract research organization, contract manufacturer or other Third Party is a Transferred Contract. Further, Cerus shall use commercially reasonable efforts to destroy, promptly after the Closing, all copies of the Transferred Assets in its possession or Control (including electronic copies), except that Cerus shall be permitted to retain, solely for archival purposes, one (1) copy of (i) any legal (including regulatory but excluding Intellectual Property) or financial records within the Transferred Books and Records, and (ii) any Transferred Contracts, in each case that Cerus is required by law to retain or as may be required to protect Cerus’ legitimate business interests consistent with this Agreement. It is understood, however, that any failure by Cerus to destroy copies of particular materials shall not constitute a breach of this Agreement if doing so is not reasonably practicable or if such item(s) (individually and collectively) are not material.

SECTION 5.2 { Intentionally Omitted }

SECTION 5.3 Certain Regulatory Matters .

(a) Cross-Reference Right . Cerus shall provide Anza and its nominees a right to reference, in association with Anza’s exercise of its rights under this Agreement with respect to products utilizing S-59 Psoralen, any and all current and future regulatory filings and other submissions made or filed with the FDA, the EMEA or any other applicable Foreign Regulatory Authority, by Cerus, its Affiliates, licensees, contractors, suppliers, successors, assigns and others acting under authority of any such entity, that contain data that is necessary or useful for Anza to obtain Regulatory Approval for products utilizing S-59 Psoralen in the Anza Field of Use, including any filings or submissions relating to the manufacturing, toxicology, safety, stability and/or other characteristics of or controls regarding S-59 Psoralen (such regulatory filings and submissions, the “ [ * ] Regulatory Submissions ”). In connection with the foregoing right, (i) upon request by Anza from time to time, Cerus shall provide Anza or its nominee with full and prompt access to and copies of the [ * ] Regulatory Submissions, together with all correspondence and documentation and data specifically relating to S-59 Psoralen, in each case to the extent necessary or useful for obtaining Regulatory Approval for products utilizing S-59 Psoralen in the

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Anza Field of Use, and (ii) Anza or its nominee shall have the right to make its own regulatory filings and submissions with the FDA, the EMEA or any other Foreign Regulatory Authority disclosing such data and/or any information contained in the [ * ] Regulatory Submissions. Such rights of reference, of access and to make regulatory filings and submissions shall be limited to purposes relating to the Anza Field of Use.

(b) Further Assurances . Cerus shall take such actions as Anza reasonably requests to implement and give effect to the foregoing provisions of this Section 5.3, including (i) executing and delivering to Anza a letter in substantially the form of the FDA Cross-Reference Letter upon request by Anza, (ii) sending (or causing the holder of a [ * ] Regulatory Submission to send) to the FDA, the EMEA and/or any other Foreign Regulatory Authority such additional letters of authorization as Anza may reasonably request from time to time to give Anza the right of reference described in Section 5.3(a) and (iii) providing Anza with timely information regarding any changes to the manufacturing process for GMP S-59 Psoralen to the extent that (1) such changes are implemented while Cerus is supplying Anza with GMP S-59 Psoralen pursuant to the Supply Agreement and (2) on account of such changes, the document provided by Cerus pursuant to Section 6.2(f)(viii) no longer accurately describes the process for manufacturing GMP S-59 Psoralen.

(c) Safety Data Exchange . In addition, the Parties agree to enter into, as soon as reasonably practicable upon request of either Party, a separate agreement setting forth the pharmacovigilance responsibilities and procedures of the Parties for exchange of safety information with respect to S-59 Psoralen (the “ Pharmacovigilance Agreement ”). The Pharmacovigilance Agreement shall contain such terms as are reasonable and customary for arrangements of this type, and shall in all events include such terms as are necessary to ensure that each Party discloses safety data in its possession and control in a manner that enables the other Party to comply with applicable Laws pertaining to adverse events and safety reporting with respect to S-59 Psoralen.

SECTION 5.4 Supply of Materials .

(a) Cerus shall supply GMP S-59 Psoralen, in addition to the Initial S-59 Psoralen Supply, and UVA light devices and Intercept Platelet and Plasma disposable kits in accordance with the Supply Agreement entered into by and between the Parties of even date herewith.

(b) Supply Not Sole Source . It is understood that the supply arrangements under this Section 5.4 and the Supply Agreement are non-exclusive and are not intended to prevent Anza from manufacturing such items itself or procuring such items from one or more Third Parties. Promptly following Anza’s request, Cerus shall transfer, or cause to be transferred, to Anza or a Third Party manufacturer designated by Anza all Licensed Know-How that is necessary or useful for the manufacture of such GMP S-59 Psoralen and shall make personnel of Cerus reasonably available to assist Anza and/or its Third Party manufacturer(s) in implementing such Know-How. Anza will promptly reimburse Cerus for reasonable out of pocket expenses and internal labor costs incurred by Cerus at Anza’s request in complying with this Section 5.4(b). For such purposes, Cerus’ internal labor costs shall be determined on an hourly basis at individual rates equal to Cerus’ direct cash

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compensation expense (including accrued bonus payments), workers’ compensation, payroll taxes and benefits (not including equity compensation), but not including corporate overhead or other charges, for Cerus personnel performing such services.

SECTION 5.5 Diligence . Anza, directly or through its Affiliates, Licensees and/or other contractors, intends to use commercially reasonable efforts to develop and commercialize at least [ * ] , provided, however, that the decision to continue or discontinue such efforts shall (as between the Parties) be in Anza’s sole discretion.

SECTION 5.6 Reimbursement of Business Expenses . Anza shall, within thirty (30) Business Days after the Closing Date, reimburse Cerus for the direct expenses of the Business incurred between [ * ] , less the amount of $ [ * ] , provided that such expenses are included within the budget attached hereto as Exhibit G , up to a maximum aggregate amount of $ [ * ] plus any additional out-of-pocket expenses approved in writing by David N. Cook, and the foregoing reimbursement obligation shall supersede and replace any corresponding obligation set forth in the Term Sheet.

SECTION 5.7 Certain Employee Matters .

(a) Business Employees . Cerus’ employment of the Business Employees shall terminate at midnight on the Closing Date. Prior to or in conjunction with the Closing, Anza shall in good faith offer employment to the Business Employees, pursuant to terms of written offer letters, with such employment to commence on the first Business Day immediately following the Closing Date. In the event any such Business Employee accepts Anza’s offer of employment either before or after the Closing, Anza shall be responsible for all Liabilities (including but not limited to salaries and benefits, including the maintenance of appropriate levels of workers’ compensation insurance) arising out of any such employment from and after the initial date of such employment by Anza.

(b) Accrued Benefits . Cerus shall pay each Business Employee any unused vacation time or other employee benefits accrued through the date such Business Employee’s employment with Cerus terminated, not later than the Closing Date. In addition, Cerus shall pay Anza the amount of $[ * ] on or before [ * ], which amount shall be further distributed by Anza to the Business Employees, other than David N. Cook or Thomas W. Dubensky, who remain employed by Anza as of the date such payment is received.

(c) No Third Party Beneficiaries . No provision of this Section 5.7 shall create any third party beneficiary rights in any employee or former employee (including any beneficiary or dependent thereof) of Cerus, in respect of continued employment for any specified period or of any other nature or kind whatsoever.

SECTION 5.8 Confidentiality .

(a) Proprietary Information . Except as otherwise provided in this Section 5.8, each Party (the “ Receiving Party ”) shall maintain in confidence and use only for purposes of this

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Agreement any confidential information and data disclosed and materials supplied to such Party by the other Party (the “ Disclosing Party ”) under this Agreement or any other Transaction Document (such information, data and materials, collectively “ Proprietary Information ”). For purposes of this Section 5.8, (i) all “Confidential Information” disclosed pursuant to the Confidentiality Agreement between Anza and Cerus dated September 6, 2007 (the “ Prior Agreement ”) shall be deemed Proprietary Information of Cerus (and hence Anza shall be considered the Receiving Party with respect thereto) except to the extent it comprises Transferred Assets and except as provided below, (ii) the Licensed Intellectual Property solely to the extent it relates to the Anza Field of Use shall be deemed Proprietary Information of both Cerus and Anza (and hence each of Cerus and Anza shall be considered a Receiving Party with respect thereto) regardless whether there is any disclosure thereof from one Party to the other, and (iii) the Transferred Intellectual Property shall be deemed Proprietary Information of Anza (and hence Cerus shall be considered the Receiving Party with respect thereto). The obligations of the Receiving Party under this Section 5.8 not to disclose or use Proprietary Information of the other Party shall not apply, however, to the extent that any such information, data or materials:

(i) are or become generally available to the public, or otherwise part of the public domain, other than by acts or omissions of the Receiving Party in breach of this Agreement;

(ii) are disclosed to the Receiving Party, other than under an obligation of confidentiality, by a Third Party who had no obligation not to disclose such information, data or materials to others;

(iii) were already in the possession of the Receiving Party, other than under an obligation of confidentiality, prior to disclosure by the Disclosing Party, as evidenced by written record, except to the extent such information, data or materials comprise Transferred Assets or Licensed Intellectual Property; or

(iv) are subsequently and independently developed by the Receiving Party without use of or reference to the Proprietary Information of the Disclosing Party.

(b) Permitted Disclosures . To the extent it is reasonably necessary or appropriate for a Receiving Party to fulfill its obligations or exercise its rights under this Agreement or any other Transaction Document:

(i) a Receiving Party may disclose Proprietary Information of the other Party to the Receiving Party’s Affiliates, licensees and prospective licensees, employees, consultants, outside contractors, clinical investigators and other Persons on a need-to-know basis in accordance with the exercise of rights granted to or retained by such Receiving Party under this Agreement or any other Transaction Document, provided that such Persons agree to be bound by obligations of confidentiality and non-use with respect to such Proprietary Information which are substantially similar in scope and duration to those set forth in this Section 5.8;

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(ii) a Receiving Party may disclose Proprietary Information of the other Party to government or other regulatory authorities to the extent that such disclosure is required by applicable Law (including applicable securities Laws), regulation or agency or court order, provided that the Receiving Party shall provide reasonable advance notice to the other Party to allow such Party to oppose such disclosure or to request confidential treatment of such Proprietary Information;

(iii) Cerus and its Affiliates and licensees may disclose Proprietary Information comprising the Licensed Intellectual Property that relates to the Anza Field of Use (a) to patent offices to the extent that such disclosure is reasonably necessary or useful to Prosecute and Maintain any Licensed [ * ] Patent Rights, or (b) to Governmental Authorities to the extent such disclosure is reasonably necessary or useful to obtain any Regulatory Approval for a product discovered, developed or commercialized by Cerus or its Affiliates or licensees (subject to Anza’s exclusive rights in the Transferred Intellectual Property and its license to the Licensed Intellectual Property pursuant to Section 2.3(a)); and

(iv) Anza and its Affiliates and licensees may disclose Proprietary Information comprising the Licensed Intellectual Property (a) to patent offices to the extent that such disclosure is reasonably necessary or useful to Prosecute and Maintain any Licensed [ * ] Patent Rights in accordance with Section 5.10(b), or (b) to Governmental Authorities to the extent such disclosure is reasonably necessary or useful to obtain any authorization to conduct clinical studies or to obtain any Regulatory Approval for a product within the Anza Field of Use, provided, however, that Anza shall provide Cerus with copies of and a reasonable opportunity to comment upon any such regulatory filing and submission to the extent the same has potential impact on the Cerus Field of Use and specifically relates to S-59 Psoralen. Cerus’ opportunity to comment upon such regulatory filings and submissions shall be at least ten (10) days or such shorter period as is required under the circumstances.

(v) For purposes of Section 5.8(b)(i), (A) “rights granted to” Anza shall mean rights in the Anza Field of Use and (B) “rights granted to” Cerus and “rights retained by” Cerus shall mean rights to use the Licensed Intellectual Property outside the Anza Field of Use or, in the case of Licensed Know-How, as permitted under Section 2.3(b) above.

(c) Nondisclosure of Terms; Press Release . Each Party agrees not to disclose the terms of this Agreement to any Third Party without the prior written consent of the other Party, except: (i) to such Party’s advisors (including financial advisors, attorneys and accountants), potential and existing investors and others on a need-to-know basis, in each case under appropriate confidentiality obligations which are substantially similar in scope and duration to those set forth in this Section 5.8; (ii) potential or actual acquirors or purchasers of such Party or of such Party’s assets to which this Agreement relates or potential or actual licensees or sublicensees, in each case under appropriate confidentiality obligations which are substantially similar in scope and duration to those set forth in this Section 5.8; or (iii) to the extent necessary to comply with applicable Law (including applicable securities Laws), regulations or agency or court order, provided that the Party required to make such disclosure shall promptly notify the other Party and (other than in the case where such disclosure is necessary to comply with applicable securities Laws) allow such other Party a

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reasonable time to oppose such disclosure and/or to seek limitations on the portion of this Agreement required to be disclosed. Notwithstanding the foregoing, Cerus may issue a press release to announce the execution of this Agreement, in the form attached hereto as Exhibit H and, following the issuance of such press release, Anza and Cerus may each disclose to Third Parties the information contained in such press release without the need for further approval by the other.

(d) Prior Agreement . The Parties hereby terminate the Prior Agreement effective as of the Closing Date.

SECTION 5.9 Ownership of Inventions .

(a) As between the Parties, title to all inventions and other intellectual property rights made solely by personnel of Anza in connection with this Agreement shall be solely owned by Anza, and title to all inventions and other intellectual property rights made solely by personnel of Cerus in connection with this Agreement shall be solely owned by Cerus. Title to all inventions and other intellectual property rights made jointly by personnel of Anza and Cerus in connection with this Agreement (such inventions and intellectual property rights, the “ Joint IP ”) shall be jointly owned by the Parties. Prosecution and Maintenance and enforcement of any Patent Rights with respect to such Joint IP shall be solely as mutually agreed upon by the Parties. Inventorship and rights of ownership of any Patent Rights or other intellectual property rights conceived and/or reduced to practice in the course of the performance of any work under this Agreement shall be determined in accordance with the applicable patent or other intellectual property laws of the country in which such Patent Rights or other intellectual property rights are made.

Except as expressly provided in this Agreement, it is understood that neither Party shall have any obligation to account to the other Party for profits from, or to obtain any approval of the other Party to license, assign or otherwise exploit, Joint IP and each Party hereby waives any right it may have under the laws of any jurisdiction to require any such accounting or approval.

SECTION 5.10 Patent Prosecution and Maintenance .

(a) By Cerus . Subject to Section 5.10(b), Cerus shall have the right, at its expense, to Prosecute and Maintain the Licensed [ * ] Patent Rights, using [ * ] or other counsel chosen by Cerus that is reasonably acceptable to Anza. In connection with such Prosecution and Maintenance, Cerus shall: (i) provide Anza with semiannual updates with respect to the status of Prosecution and Maintenance of the Licensed [ * ] Patent Rights; (ii) furnish to Anza copies of all material documents filed with or received from any patent office after the Closing Date in the course of such Prosecution and Maintenance, provided that such documents pertain to the Anza Field of Use; and (iii) allow Anza reasonable opportunity to comment on material documents before being filed with any patent office with respect to the Licensed [ * ] Patent Rights to the extent that such documents pertain to the Anza Field of Use; provided, however, that in each case, prior to disclosure to Anza hereunder, Cerus shall have the right to redact any information that is not related to the Anza Field of Use. If Anza believes in good faith that the patent counsel undertaking such Prosecution and Maintenance is not performing at a level acceptable to Anza, Anza may bring its concerns to Cerus and Cerus shall take into account such reasonable concerns when deciding whether to chose alternative counsel to perform such Prosecution and Maintenance activities.

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(b) By Anza .

(i) In the event that Cerus elects not to Prosecute and Maintain any patent application within the Licensed [ * ] Patent Rights having claims pertaining to the Anza Field of Use or pay any fee related thereto in any country, Cerus shall promptly notify Anza of such election, but in no case later than thirty (30) days prior to any required action relating to the Prosecution and Maintenance of such patent application. In such event, Anza shall have the right, at its option, to control the Prosecution and Maintenance of such patent application in Cerus’ name. If Anza assumes the Prosecution and Maintenance of a patent application pursuant to the preceding sentence, such Prosecution and Maintenance shall be conducted at Anza’s expense, [ * ] .

(ii) In the event that Anza elects not to Prosecute and Maintain any patent application within the Transferred Patent Rights having claims pertaining to the Anza Field of Use or pay any fee related thereto in any country, Anza shall promptly notify Cerus of such election, but in no case later than thirty (30) days prior to any required action relating to the Prosecution and Maintenance of such patent application. In such event, Cerus shall have the right, at its option, to require that Anza continue the Prosecution and Maintenance of such patent application in Anza’s name, under Anza’s control and at Cerus’ expense, to the extent that such Prosecution and/or Maintenance would not limit or interfere with Anza’s ability to Prosecute and Maintain other patent applications within the same patent family in the same country, as reasonably determined by Anza.

(c) Cooperation . Each Party shall cooperate with the other Party in connection with all activities relating to the Prosecution and Maintenance of the Licensed [ * ] Patent Rights undertaken by such other Party pursuant to this Section 5.10, including making available to such other Party any documents reasonably necessary or appropriate for the Prosecution and Maintenance of any Licensed [ * ] Patent Rights in a timely manner and, if and as appropriate, signing (or causing to have signed) all documents relating to the Prosecution and Maintenance of any Licensed [ * ] Patent Rights.

SECTION 5.11 Enforcement of Patents .

(a) Notice . If either Party, directly or through an Affiliate or licensee, learns of any actual or possible, direct or indirect, infringement of the Licensed [ * ] Patent Rights by the making, having made, use, sale, offer for sale or importation of any product or other activity in the Anza Field of Use by another person or entity (to the extent such infringement is within the Anza Field of Use, an “ Infringement ”), it shall promptly provide written notice to the other Party of such Infringement and shall promptly supply such other Party with all evidence it possesses pertaining to such Infringement.

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(b) Infringement Action .

(i) Cerus (directly or through its nominee) shall have the first right, but not the obligation, to seek to abate any Infringement, or to file suit against an infringing person or entity with respect to such Infringement, if one or more of the allegedly infringed Licensed [ * ] Patent Rights claims the composition of matter, manufacture or use of psoralen or a product made through the use of psoralen or method of inactivating microorganisms, subject to subsection (b)(ii)(A) below. In the event that Cerus or its nominee does not, within [ * ] months from date of a request by Anza to do so, take action to abate such Infringement, Anza shall have the right, but not the obligation, to enforce the Licensed [ * ] Patent Rights in connection with such Infringement in its own name, and at its own cost and expense.

(ii) Anza (directly or through its nominee) shall have the first right, but not the obligation, to seek to abate any Infringement, or to file suit against an infringing person or entity with respect to such Infringement, if (A) if such Infringement relates to a product involving a [ * ] or (B) none of the allegedly infringed Licensed [ * ] Patent Rights claims the composition of matter, manufacture or use of psoralen or a product made through the use of psoralen or method of [ * ] . In the event that Anza or its nominee does not, within [ * ] months from date of a request by Cerus to do so, take action to abate such Infringement, Cerus shall have the right, but not the obligation, to enforce the Licensed [ * ] Patent Rights in connection with such Infringement in its own name, and at its own cost and expense.

(c) Cooperation . In any suit, action or other proceeding in connection with an Infringement (an “ Infringement Action ”), the Party assuming the primary role in the Infringement Action (the “ Controlling Party ”) shall keep the non-Controlling Party reasonably informed of the progress of such Infringement Action. The non-Controlling Party shall cooperate fully with the Controlling Party, including, either as required by law or at the request of the Controlling Party, by joining as a nominal party and executing such documents as may reasonably be required, all at the expense of the Controlling Party. In any case, the non-Controlling Party shall have the right, in the event it is not required or requested to be joined, to participate in any Infringement Action with counsel of its own choice at its own expense.

(d) Settlement and Recoveries . The Controlling Party with respect to any Infringement Action may not settle any such action, or otherwise consent to any adverse judgment in any such action, that imposes a financial obligation on the non-Controlling Party, or which restricts the scope of, or admits the unenforceability or invalidity of, any Patent Rights within the Licensed [ * ] Patent Rights without the express written consent of the non-Controlling Party, which consent shall not be unreasonably withheld. Any recovery obtained by Anza or Cerus as a result of an Infringement Action shall be shared as follows:

(i) the Controlling Party shall first be entitled to recoup all of its out-of-pocket costs and expenses (including reasonable attorneys’ fees) incurred in connection with such Infringement Action, whether the recovery is by settlement or otherwise;

(ii) the non-Controlling Party, if joined or cooperating in such Infringement Action at its own expense, shall then be entitled to recover its out-of-pocket costs and

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expenses (including reasonable attorneys’ fees) incurred in connection with such Infringement Action (and if the amount of the recovery is less than the total amounts in clause (i) above and this clause (ii), then the Parties shall share such recovery in proportion to the amounts to be reimbursed under such clauses (i) and (ii));

(iii) if Anza is the Controlling Party, then Anza shall pay Cerus, within thirty (30) days of the receipt of such recovery, an amount equal to [ * ] of such recovery, and the amount of any recovery remaining after such payment shall be retained by Anza; and

(iv) if Cerus is the Controlling Party, then [ * ] of the amount of any recovery remaining shall be retained by Cerus and [ * ] of the amount of any recovery remaining shall be delivered to Anza within thirty (30) days of the receipt of such recovery.

SECTION 5.12 Defense of Infringement Claims . If any product or activity covered by the Licensed [ * ] Patent Rights becomes the subject of a claim or assertion of infringement of Patent Rights of a Third Party, the Party first having notice of the claim or assertion shall promptly notify the other Party, and the Parties shall promptly confer to consider the claim or assertion and the appropriate course of action. Unless the Parties otherwise agree in writing, each Party shall have the right to defend itself against a suit that names such Party as a defendant; provided that the other Party shall have the right to join such suit at its own expense if such suit pertains to or has a reasonably anticipatable impact on such other Party’s rights with respect to the Licensed [ * ] Patent Rights. Neither Party shall enter into any settlement of any action described in this Section 5.12, or otherwise consent to an adverse judgment in any such action, that imposes a financial obligation on the other Party, or that admits the infringement of any Patent Rights of a Third Party, without the other Party’s written consent, which consent shall not be unreasonably withheld or delayed. In any event, each Party shall reasonably assist the other Party and cooperate in connection with any litigation described in this Section 5.12 in which such Party is not named as a defendant, at the defending Party’s request and expense. If Anza is required, as a result of any judgment or settlement of any action described in this Section 5.12, to pay a royalty to a Third Party to make, have made, offer for sale, sell and/or import a Covered Product for which it owes royalties to Cerus pursuant to Exhibit B , such amounts shall be deemed amounts required to be paid to a Third Party with respect to such Covered Product, and may be deducted from the amounts payable to Cerus with respect to such Covered Product under this Agreement to the extent permitted under Section 2(a) of Exhibit B .

SECTION 5.13 Covenant Not to Compete .

(a) Cerus agrees that Anza shall be entitled to protect and preserve the going concern value of the Business following the Closing to the extent permitted by Law, that Anza would not have entered into this Agreement absent the provisions of this Section 5.13 and, therefore, that, (i) for the period from the Closing Date hereof until [ * ] thereafter (the “ Applicable Period ”), Cerus and any Restricted Affiliate shall not, directly or indirectly, research, develop, manufacture, market, promote, sell or import any Competing Products anywhere in the world, and (ii) for the period from the end of the Applicable Period until [ * ] thereafter (the “ Listeria-Specific Period ”), Cerus and any Restricted Affiliate shall not, directly or indirectly, research, develop, manufacture,

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market, promote, sell or import any Competing Listeria Products anywhere in the world. As used herein, “ Restricted Affiliate ” means (A) any Person that is an Affiliate of Cerus as of the Effective Date or (B) any Person that becomes an Affiliate of Cerus after the Effective Date, provided that Cerus controls such Affiliate, “ Competing Product ” means any product or service within the Anza Field of Use, and “ Competing Listeria Product ” means any product or service [ * ] that [ * ] or any component thereof. Without limiting the foregoing, during the Applicable Period, Cerus and the Restricted Affiliates shall not provide funding to, invest in or perform any services on behalf of any Third Party for the purpose of, or grant a license or other authorization to any Third Party for, researching, developing, manufacturing, marketing, promoting, selling or importing any Competing Product for use anywhere in the world, and during the Listeria-Specific Period, Cerus and the Restricted Affiliates shall not provide funding to, invest in or perform any services on behalf of any Third Party for the purpose of, or grant a license or other authorization to any Third Party for, researching, developing, manufacturing, marketing, promoting, selling or importing any Competing Listeria Product for use anywhere in the world.

(b) If a court determines that the foregoing restrictions are too broad or otherwise unreasonable under applicable Law, including with respect to time or geography, the court is hereby requested and authorized by the Parties to revise the foregoing restrictions to include the maximum restrictions allowable under applicable Law. Each of the Parties acknowledges, however, that this Section 5.13 has been negotiated by the Parties and that the Applicable Period is reasonable in light of the circumstances pertaining to the Parties.

(c) Notwithstanding any other provision of this Agreement, it is understood and agreed that the remedy of indemnification pursuant to Article VII and other remedies at Law would be inadequate in the case of any breach of the covenants contained in this Section 5.13, and, accordingly, Anza shall be entitled to equitable relief, including the remedy of specific performance, with respect to any breach or attempted breach of such covenants.

SECTION 5.14 Tax Matters .

(a) Responsibility for Taxes and Tax Matters .

(i) Subject to Section 5.14(a)(iii), Cerus will be responsible for the preparation and filing of all Tax Returns of Cerus (including Tax Returns required to be filed after the Closing Date) to the extent such Tax Returns include or relate to Cerus’ use or ownership of the Transferred Assets on or prior to the Closing Date. Cerus’ Tax Returns to the extent they relate to the Transferred Assets shall be true, complete and correct and prepared in accordance with applicable Law. Cerus will be responsible for and make all payments of Taxes shown to be due on such Tax Returns to the extent they relate to the Transferred Assets.

(ii) Subject to Section 5.14(a)(iii), Anza will be responsible for the preparation and filing of all Tax Returns it is required to file with respect to Anza’s ownership or use of the Transferred Assets attributable to taxable periods (or portions thereof) commencing after the Closing Date. Anza’s Tax Returns, to the extent they relate to the Transferred Assets, shall be true,

[ * ] = C ERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT , MARKED BY BRACKETS , HAS BEEN OMITTED AND FILED SEPARATELY WITH THE S ECURITIES AND E XCHANGE C OMMISSION PURSUANT TO R ULE 24 B -2 OF THE S ECURITIES E XCHANGE A CT OF 1934, AS AMENDED .

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complete and correct and prepared in accordance with applicable Law. Anza will be responsible for and make all payments of Taxes shown to be due on such Tax Returns to the extent they relate to the Transferred Assets.

(iii) In the case of any real or personal property Taxes (or other similar Taxes) attributable to the Transferred Assets for which Taxes are reported on a Tax Return covering a period commencing before the Closing and ending thereafter (a “ Straddle Period Tax ”), any such Straddle Period Taxes shall be prorated between Anza and Cerus on a per diem basis. The Party required by Law to pay any such Straddle Period Tax (the “ Paying Party ”) shall file the Tax Return related to such Straddle Period Tax within the time period prescribed by Law and shall timely pay such Straddle Period Tax. To the extent any such payment exceeds the obligation of the Paying Party hereunder, the Paying Party shall provide the other Party (the “ Non-Paying Party ”) with notice of payment, and within ten (10) Business Days of receipt of such notice of payment, the Non-Paying Party shall reimburse the Paying Party for the Non-Paying Party’s share of such Straddle Period Taxes.

(b) Cooperation . To the extent relevant to the Transferred Assets, each Party shall (i) provide the other with such assistance as may reasonably be required in connection with the preparation of any Tax Return and the conduct of any audit or other examination by any taxing authority or in connection with judicial or administrative proceedings relating to any liability for Taxes and (ii) retain and provide the other with all records or other information that may be relevant to the preparation of any Tax Returns, or the conduct of any audit or examination or other proceeding relating to Taxes. Cerus shall retain all documents, including prior years’ Tax Returns, supporting work schedules and other records or information with respect to all sales, use and employment Tax Returns and, absent the receipt by Cerus of the relevant tax clearance certificates, shall not destroy or otherwise dispose of any such records for six (6) years after Closing without the prior written consent of Anza.

(c) Wage Withholding . Cerus and Anza shall utilize the alternate procedure set forth in Revenue Procedure 2004-53 with respect to wage withholding for any Business Employees.

(d) Reporting . Anza and Cerus each agree to: (i) report the transactions contemplated by this Agreement in a manner consistent with the intent of the Parties that the issuance of the Series AA Shares to Cerus in partial consideration for the transfer of the Transferred Assets, when taken together with the issuance of shares of Anza’s Series A Preferred Stock to certain investors on the date hereof, shall qualify as an exchange within the meaning of Section 351 of the Code to the extent permitted by applicable Law, and each such Party agrees that it will not take a position inconsistent therewith; (ii) timely file the information required by Treasury Regulation Section 1.351-3 with its income Tax Return for the year in which the Series AA Shares are issued; and (iii) comply with the record keeping requirements of Treasury Regulation Section 1.351-3.

SECTION 5.15 Certain Accounting Matters . Upon the reasonable request of Anza in connection with its efforts to effect an IPO during the period prior to the [ * ] anniversary of the

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Closing Date, Cerus shall, at Anza’s expense, provide reasonable assistance to Anza in Anza’s efforts to prepare those historical financial statements required to comply with then applicable accounting requirements under the Securities Act, including providing Anza with access to Cerus’ outside auditors for such purposes.

SECTION 5.16 Redemption Option .

(a) Redemption Option . Anza shall have the option (the “ Redemption Option ”) to redeem a portion of the Series AA Shares, at the price of [ * ] per share (the “ Redemption Price ”), as follows:

(i) in the event that (A) Anza does not receive notice of the award of the [ * ] Grant by December 31, 2008 or (B) the 2008 federal budget does not include a [ * ] specifically for the [ * ] Grant, Anza shall have the option to redeem 1,000,000 Series AA Shares, effective as of such date;

(ii) in the event that Anza receives notice of the award of the [ * ] Grant by December 31, 2008 and the 2008 federal budget includes a [ * ] specifically for the [ * ] Grant in an amount of at least $1,000,000, but the aggregate monies received by Anza over the term of such [ * ] Grant are less than $1,000,000, Anza shall have the option to redeem the number of Series AA Shares, rounded to the nearest whole share, equal to (A) the difference between $1,000,000 and such aggregate monies, divided by (B) one dollar ($1.00), effective as of the expiration of its term; or

(iii) in the event that Anza receives notice of the award of the [ * ] Grant by December 31, 2008 and the 2008 federal budget includes a [ * ] specifically for the [ * ] Grant in an amount of less than $1,000,000, Anza shall have the option to redeem the number of Series AA Shares, rounded to the nearest whole share, equal to (A) the difference between $1,000,000 and the amount of such line item, divided by (B) one dollar ($1.00), effective as of the notice of the award of the [ * ] Grant.

With respect to subsection (a)(i) above, Anza’s right to redeem the Series AA Shares shall be subject to Anza’s obligation to submit an application for the [ * ] Grant to the [ * ] in a timely manner. Provided that the [ * ] Grant has been awarded to Anza, with respect to subsection (a)(ii) above, Anza’s right to redeem the Series AA Shares shall be subject to Anza’s obligation to use commercially reasonable good faith efforts to perform all activities necessary to receive at least $1,000,000 over the term of such [ * ] Grant.

(b) Exercise . The effective date for exercise of the Redemption Option as set forth under clause (i) or (ii) above, as applicable, is referred to herein as the “ Redemption Date .” Anza may exercise the Redemption Option as to all, but not less than all, of such number of Series AA Shares as is determined in Section 5.16(a) (the “ Redemption Shares ”) at any time following the Redemption Date by delivering written notice of its intent to exercise such Redemption Option (the “ Redemption Notice ”), with a copy to the Escrow Holder, no later than 5:00 p.m. Pacific Standard Time on the date that is one (1) year following the Redemption Date. The Redemption Notice shall set forth in reasonable detail information relating to the redemption under this Section 5.16 and the calculation of the number of Redemption Shares being redeemed.

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(c) Aggregate Redemption Price . If Anza decides to exercise the Redemption Option, Anza shall, within thirty (30) days from the date the Redemption Notice is delivered to Cerus pursuant to subsection (b) above, deliver a check to Cerus, with a copy to the Escrow Holder, in an amount equal to the product of (i) the Redemption Price and (ii) the number of Redemption Shares (the “ Aggregate Redemption Price ”). Upon delivery of payment of the Aggregate Redemption Price, Anza shall become the legal and beneficial owner of the Redemption Shares and all related rights and interests therein, and Anza shall have the right to retain and transfer to its own name the number of Redemption Shares being redeemed by Anza.

(d) Rights of the Parties . In the event that the Redemption Option is exercised, upon and following the receipt by Cerus of the Aggregate Redemption Price, Cerus shall have no right whatsoever to retain the Redemption Shares. In the event that the Redemption Option is terminated, whether by failure of Anza to deliver the Redemption Notice to Cerus within one (1) year following the Redemption Date or otherwise as set forth in this Agreement, upon and following such termination the only remaining right of Cerus under this Agreement shall be the right to retain the Redemption Shares, and Cerus shall have no right whatsoever to receive the Aggregate Redemption Price.

(e) Escrow of Shares . To facilitate exercise of the Redemption Option, a certificate issued in the name of Cerus for 1,000,000 Series AA Shares (the “ Escrow Shares ”) shall be held by the Secretary of Anza as escrow holder (the “ Escrow Holder ”), along with an Assignment Separate from Certificate (in the form attached hereto as Exhibit I ) executed by Cerus in blank, until the earlier of (i) expiration of the [ * ] Grant and (ii) receipt of $1,000,000 pursuant to such [ * ] Grant.

(i) The Escrow Holder is hereby directed to permit transfer of the Redemption Shares in escrow only in accordance with this Agreement and instructions signed by both Parties.

(ii) If Anza or any assignee exercises the Redemption Option, the Escrow Holder, upon receipt of a copy of the Redemption Notice from the proposed transferee, shall take all steps necessary to accomplish such transfer.

(iii) When the Redemption Option expires unexercised, the Escrow Holder shall promptly cause the certificate for the Escrow Shares to be released and delivered to Cerus.

(iv) The Escrow Holder shall be obligated only for the performance of such duties as are specifically set forth herein and may rely and shall be protected in relying or refraining from acting on any instrument reasonably believed by the Escrow Holder to be genuine and to have been signed or presented by the proper Party or Parties. The Escrow Holder shall not be liable for any act that he/she may do or omit to do hereunder as Escrow Holder while acting in good

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faith and in the exercise of his/her own good judgment, and any act done or omitted by the Escrow Holder pursuant to the advice of his/her own attorneys shall be conclusive evidence of such good faith.

(v) Anza and Cerus hereby jointly and severally expressly agree to indemnify and hold harmless the Escrow Holder and his/her designees against any and all claims, losses, liabilities, damages, deficiencies, costs and expenses, including reasonable attorneys’ fees and expenses of investigation and defense, incurred or suffered by the Escrow Holder and his/her designees, directly or indirectly, as a result of any of his/her actions or omissions or those of his/her designees while acting in good faith and in the exercise of his/her judgment under this Agreement or written instructions from Anza and Cerus.

(vi) The Escrow Holder’s responsibilities as Escrow Holder hereunder shall terminate if he/she shall resign by written notice to each Party. In the event of any such termination, the Parties shall jointly appoint a successor Escrow Holder.

(vii) The Escrow Holder is expressly authorized to, and hereby does, delegate his/her duties as Escrow Holder hereunder to the law firm of Wilson Sonsini Goodrich & Rosati, P.C., which delegation shall survive his/her resignation as Escrow Holder.

(viii) If, from time to time during the term of the Redemption Option, there is (A) any cash or stock dividend, stock split or other change with respect to the Escrow Shares being held in escrow or (B) any merger or sale of all or substantially all of Anza’s assets or other acquisition of Anza, any and all new, substituted or additional securities or property to which Cerus is entitled by reason of Cerus’ ownership of the Escrow Shares being held in escrow shall be deposited with the Escrow Holder and shall be included within the definition of Escrow Shares. All numbers contained in, and all calculations required to be made pursuant to, this Agreement with respect to the Escrow Shares shall be adjusted as appropriate to reflect the events set forth in subclauses (A) and (B) or a similar transaction effected by Anza after the date hereof.

SECTION 5.17 Certain Termination Rights . Notwithstanding any other provision of this Agreement, Anza may, from time to time, terminate its rights under this Agreement as to any particular patent or patent application within the Licensed [ * ] Patent Rights or the Transferred Patent Rights by giving Cerus written notice thereof. From and after the effective date of a termination under this Section 5.17, (a) with respect to a particular patent or application within the Licensed [ * ] Patent Rights, such patent or patent application shall cease to be within the Licensed [ * ] Patent Rights for all purposes of this Agreement, and all rights and obligations of Anza with respect to such patent or patent application shall terminate, and (b) with respect to a particular patent or application within the Transferred Patent Rights, Anza shall promptly assign such patent or patent application to Cerus and thereafter such patent or patent application shall cease to be within the Transferred Patent Rights for all purposes of this Agreement, and all rights and obligations of Anza with respect to such patent or patent application shall terminate.

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SECTION 5.18 Regulatory Matters and Bulk Sales Laws . Anza acknowledges that it will be responsible for obtaining and maintaining the federal and state permits and licenses required in order for Anza to carry on the Business or use the Transferred Assets after the Closing, and, except for any obligation expressly set forth in this Agreement, that Cerus will not have duties or obligations to Anza with respect to any such permits and licenses.

SECTION 5.19 Novation of Certain Transferred Contracts . Promptly following the Closing, Anza shall submit in writing to each counterparty to the Transferred Contracts listed in Exhibit J a request for such counterparty to: (i) recognize Anza as the successor in interest of Cerus to such Transferred Contract; and (ii) enter into a novation agreement. Anza shall use reasonable commercial efforts to execute and consummate such novation agreements. It is understood, however, that such novation agreements shall not be deemed to transfer to Anza any Retained Liability or to limit Cerus’ indemnification obligations with respect to Retained Liabilities pursuant to Section 7.2(a)(iii).

SECTION 5.20 Abandonment of Certain Patents and Patent Applications . Within [ * ] after the Closing Date, Cerus shall (a) expressly abandon the patents and patent applications listed on Exhibit T (the “ Abandoned Patents ”) that have not already been abandoned or expired, by submitting appropriate documents to effect such abandonment to the patent office(s) in the applicable jurisdiction(s) and (b) deliver to Anza reasonable written evidence of such abandonment of such Abandoned Patents. In addition, Cerus hereby agrees that it shall not take any actions to revive any of the Abandoned Patents.

SECTION 5.21 Further Assurance . On and after the Closing Date, Cerus shall from time to time, at the reasonable request of Anza, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such further conveyances, notices and assumptions and such other instruments, and take such other actions, as Anza may reasonably request in order to more effectively consummate the transactions contemplated hereby and to transfer fully to Anza good and marketable title to the Transferred Assets and all of the titles, rights, interests, remedies, powers and privileges intended to be conveyed under the Transaction Documents (including assistance in the collection or reduction to possession of any of the Transferred Assets). On and after the Closing Date, Anza shall from time to time, at the reasonable request of Cerus, execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such further notices and assumptions and such other instruments, and take such other actions, as Cerus may reasonably request in order to more effectively consummate the transactions contemplated hereby and to transfer fully to Anza the Assumed Liabilities.

ARTICLE VI

CONDITIONS TO CLOSING

SECTION 6.1 Conditions to Obligations of Cerus . The obligation of Cerus to effect the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Cerus in whole or in part):

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(a) Representations, Warranties and Covenants . The representations and warranties of Anza contained in this Agreement shall be true and correct as of the Closing Date. Anza shall have performed all agreements and covenants required by this Agreement to be performed by it prior to or on the Closing Date. Cerus shall have received a certificate as to satisfaction of the conditions set forth in this Section 6.1(a) dated as of the Closing Date and executed by a duly authorized officer of Anza.

(b) No Actions or Proceedings . No Action shall be pending or threatened by or before any Governmental Authority challenging or seeking to make illegal, to materially delay or otherwise to restrain or prohibit the consummation of the transactions contemplated by this Agreement.

(c) Resolutions of Anza . Cerus shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Anza, of the resolutions duly and validly adopted by the board of directors of Anza evidencing its authorization of the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated by this Agreement.

(d) Consents and Approvals . Anza and Cerus shall have received, each in form and substance satisfactory to Anza in its reasonable discretion, all authorizations, consents, orders and approvals of all Governmental Authorities that Cerus in its reasonable discretion deems necessary or desirable for the consummation of the transactions contemplated by this Agreement.

(e) Anza Restated Certificate . The Anza Restated Certificate shall have been duly authorized, executed and filed with and accepted by the Delaware Secretary of State.

(f) Documents .

(i) Cerus shall have received from Anza all of the documents and agreements set forth in Section 2.8.

(ii) The Financing Agreements shall have been executed and delivered by all of the parties thereto, other than Cerus.

(iii) Cerus shall have received an opinion from Wilson Sonsini Goodrich & Rosati, counsel to Anza, in the form attached hereto as Exhibit K .

(iv) David N. Cook, Ph.D. shall have been offered, and shall have accepted, a position as Chief Executive Officer of Anza;

(v) Thomas W. Dubensky, Ph.D. shall have been offered, and shall have accepted, a position as Chief Scientific Officer of Anza;

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(vi) Anza shall have delivered an employment offer letter to each of the Business Employees offering a position of employment with Anza.

(g) Consent to Sublease and Site License . California Development, Inc. shall have given its written consent to the Sublease and Holmgren Partners shall have given its written consent to the Site License.

SECTION 6.2 Conditions to Obligations of Anza . The obligation of Anza to effect the Closing is subject to the satisfaction, at or prior to the Closing, of each of the following conditions (any of which may be waived by Anza in whole or in part):

(a) Representations, Warranties and Covenants . The representations and warranties of Cerus contained in this Agreement shall be true and correct as of the Closing Date. Cerus shall have performed all agreements and covenants required by this Agreement to be performed by it prior to or on the Closing Date. Anza shall have received a certificate as to satisfaction of the conditions set forth in this Section 6.2(a) dated as of the Closing Date and executed by a duly authorized officer of Cerus.

(c) Resolutions of Cerus . Anza shall have received a true and complete copy, certified by the Secretary or an Assistant Secretary of Cerus, of the resolutions duly and validly adopted by the board of directors of Cerus evidencing its authorization of the execution and delivery of the Transaction Documents and the consummation of the transactions contemplated by this Agreement.

(d) Consents and Approvals . Anza and Cerus shall have received, each in form and substance satisfactory to Anza in its reasonable discretion, all authorizations, consents, orders and approvals of all Governmental Authorities that Anza in its reasonable discretion deems necessary or desirable for the consummation of the transactions contemplated by this Agreement.

(e) Anza Restated Certificate . The Anza Restated Certificate shall have been duly authorized, executed and filed with and accepted by the Delaware Secretary of State.

(f) Documents .

(i) Anza shall have received from Cerus all of the documents, agreements and other Transferred Assets set forth in Sections 2.7(e) and 5.16(e).

(ii) Anza shall have received an opinion from Cooley Godward Kronish LLP, counsel to Cerus, in the form attached hereto as Exhibit L .

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(iii) The Financing Agreements shall have been executed and delivered by all of the parties thereto, including Cerus, other than Anza.

(iv) David N. Cook, Ph.D. shall have executed and delivered to Anza an Employment Agreement in the form attached hereto as Exhibit M .

(v) Thomas W. Dubensky, Ph.D. shall have executed and delivered to Anza an Employment Agreement in the form attached hereto as Exhibit N .

(vi) The license agreements between Cerus and The Johns Hopkins University (“ JHU ”) included among the Transferred Contracts shall have been assigned to Anza and novated and amended and restated versions of such agreements in the forms attached hereto as Exhibits O, P, Q and R shall have been executed and delivered by JHU. It is understood, however, that such novation shall not be deemed to transfer to Anza any Retained Liabilities or to limit Cerus’ indemnification obligations with respect to the Retained Liabilities pursuant to Section 7.2(a)(iii).

(vii) Anza shall have received from Cerus executed Third Party consents to the assignment of the Transferred Contracts listed on Exhibit S .

(viii) Anza shall have received from Cerus a document in “common technical document (CTD)” format in English that is based upon Cerus’ planned regulatory filing in Australia with respect to the manufacture of S-59 Psoralen.

ARTICLE VII

INDEMNIFICATION

SECTION 7.1 Survival of Representations and Warranties and Covenants . The representations and warranties of Anza and Cerus contained in this Agreement, and in any certificate or other instrument delivered by Anza or Cerus pursuant to this Agreement (other than the Supply Agreement), shall survive the Closing for a period of [ * ] , unless otherwise expressly provided for in this Agreement (the “ Survival Period ”), at which time they shall terminate. Notwithstanding the foregoing, the Survival Period for the representations and warranties in Sections [ * ] of Exhibit C (the “ Surviving Representations ”) shall survive the Closing for a period of [ * ] , unless otherwise expressly provided for in this Agreement. The covenants and agreements contained herein shall survive following the Closing in accordance with their respective terms. Following the expiration of the applicable Survival Period, no Party shall make any claim for, or be subject to any Liabilities in respect of, any breach of such representations and warranties (except with respect to claims for indemnification for which written notice of such claim, pursuant to Section 7.2(c)(i), has been given prior to the expiration of the Survival Period).

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SECTION 7.2 Indemnification .

(a) Indemnification by Cerus . Cerus shall indemnify and hold harmless Anza and its Affiliates, officers, directors, employees, agents, successors and assigns (each, a “ Anza Indemnified Party ”) from and against any and all liabilities, losses, damages, costs and expenses, interest, awards, judgments and penalties (including, without limitation, reasonable attorneys’ fees and expenses) (collectively, “ Losses ”) suffered or incurred by them arising out of or resulting from the following:

(i) the breach of any representation or warranty made by Cerus contained in this Agreement or in any certificate or other instrument delivered by Cerus pursuant to this Agreement;

(ii) the breach of any covenant or agreement by Cerus contained in this Agreement;

(iii) the Retained Liabilities solely to the extent that such Losses are (A) incurred as a result of Third Party Claims made against a Anza Indemnified Party with respect to such Retained Liability or (B) directly incurred by Anza as a result of Anza’s fulfillment of Cerus’ obligations under any Retained Liability in the event that such fulfillment is reasonably required for Anza to maintain or exercise the rights granted to it under this Agreement; or

(iv) any claim by any current or former Cerus employee or independent contractor directly arising out of or resulting from the transactions contemplated by this Agreement, including the termination of their employment or independent contractor relationship with Cerus.

(b) Indemnification by Anza . Anza shall indemnify and hold harmless Cerus and its Affiliates, officers, directors, employees, agents, successors and assigns (each a “ Cerus Indemnified Party ”) from and against any and all Losses suffered or incurred by them arising out of or resulting from the following:

(i) the breach of any representation or warranty made by Anza contained in this Agreement or in any certificate or other instrument delivered by Anza pursuant to this Agreement;

(ii) the breach of any covenant or agreement by Anza contained in this Agreement;

(iii) the Assumed Liabilities solely to the extent that such Losses are incurred as a result of Third Party Claims made against a Cerus Indemnified Party with respect to such Assumed Liability;

(iv) the practice of the Transferred Intellectual Property or Licensed Intellectual Property by or on behalf of Anza or its Affiliates or Licensees, solely to the extent that such Losses are incurred as a result of Third Party Claims made against a Cerus Indemnified Party and do not result from a breach by Cerus of any representation or warranty; or

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(v) the research, development, manufacture, distribution, use, testing, promotion, marketing, or sale or other disposition of a Covered Product by or on behalf of Anza or its Affiliates or Licensees, solely to the extent that such Losses are incurred as a result of Third Party Claims made against a Cerus Indemnified Party and do not result from a breach by Cerus of any representation or warranty.

(i) Whenever any Loss is asserted against or incurred by a Anza Indemnified Party or Cerus Indemnified Party (the “ Indemnified Party ”) which the Indemnified Party has determined has given or could give rise to a right of indemnification under this Agreement, the Indemnified Party will give written notice thereof (a “ Claim ”) to the other Party (the “ Indemnifying Party ”). The Indemnified Party will furnish to the Indemnifying Party in reasonable detail such information as the Indemnified Party may have with respect to the Claim. The failure to give such notice will not relieve the Indemnifying Party of its indemnification obligations under this Agreement, unless the failure to give such notice is materially prejudicial to an Indemnifying Party’s ability to defend an action by a Third Party giving rise to such Claim (a “ Third Party Claim ”).

(ii) In the case of a Third Party Claim, within thirty (30) days after delivery of such notice, the Indemnifying Party may, upon written notice thereof to the Indemnified Party, and at its expense, undertake the defense of such Third Party Claim with attorneys of its own choosing. In the event that the Indemnifying Party does not assume control of such defense, the Indemnified Party may undertake the defense of such Third Party Claim.

(iii) The Party not controlling such defense may participate therein at its own expense, provided that if the Indemnifying Party assumes control of such defense and the Indemnified Party reasonably concludes, based on advice from counsel, that the Indemnifying Party and the Indemnified Party have conflicting interests with respect to such action, suit, proceeding or claim, the Indemnifying Party will be responsible for the reasonable fees and expenses of counsel to the Indemnified Party solely in connection therewith, provided further, however, that in no event will the Indemnifying Party be responsible for the fees and expenses of more than one counsel in any one jurisdiction for all Indemnified Parties.

(iv) The Party controlling such defense will keep the other Party advised of the status of such action, suit, proceeding or claim and the defense thereof and will consider recommendations made by the other Party with respect thereto. As reasonably requested by, and at the expense of, the Party controlling such defense, the other Party will cooperate in such defense and make available to the Party controlling such defense all witnesses, pertinent records, materials and information in such other Party’s possession or under such other Party’s control relating thereto.

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(v) The Indemnified Party will not agree to any settlement of such action, suit, proceeding or claim without the prior written consent of the Indemnifying Party, which will not be unreasonably withheld or delayed. The Indemnifying Party will not consent to entry of any judgment or enter into any settlement that admits fault on the part of the Indemnified Party, except with the prior written consent of the Indemnified Party, which consent will not be unreasonably withheld or delayed. In the event that the Indemnified Party refuses to consent to the entry of a judgment or a settlement for which the Indemnifying Party is solely and entirely responsible and has indicated its sole and entire responsibility in writing to the Indemnified Party, following such refusal, the liability of the Indemnifying Party to the Indemnified Party will be fixed at the amount of any money damages provided in the proposed judgment or settlement.

(d) Limitations on Indemnification .

(i) The indemnification provided in this Article VII shall be the sole and exclusive remedy after the Closing for damages available to the Parties for breach of any of the representations or warranties contained herein; provided, however, this exclusive remedy for damages does not preclude a Party from bringing an action for (A) fraud or (B) specific performance or other equitable remedy to require a Party to perform its obligations under this Agreement.

(ii) Notwithstanding anything to the contrary herein, [ * ] provided that [ * ] cured within [ * ] days after notice form [ * ] , the aggregate Liability [ * ] under this Article VII for Losses arising from or attributable to any breach of the representations and warranties made by Cerus in this Agreement or any certificate or other instrument delivered by Cerus pursuant to this Agreement [ * ] shall be limited to $ [ * ] , provided, however, that with respect to any such Losses in excess of $ [ * ] , Anza shall have the right to cause the forfeiture of, and/or to offset such excess Losses against, the contingent consideration otherwise payable pursuant to Sections 2.5(a)(iii), (iv) and (v) in an amount equal to the specified amount of such Losses.

(iii) UNDER NO CIRCUMSTANCES WILL A PARTY BE LIABLE TO THE OTHER PARTY FOR LOST PROFITS, LOST OPPORTUNITIES, OR ANY OTHER PUNITIVE, SPECIAL, OR CONSEQUENTIAL DAMAGES IRRESPECTIVE OF THE THEORY UNDER WHICH SUCH ACTION IS BROUGHT, WHETHER IT WAS CAUSED OR ALLEGEDLY CAUSED BY THE NEGLIGENCE OF SUCH PARTY OR WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, [ * ] OBLIGATIONS UNDER THIS AGREEMENT THAT IS NOT CURED [ * ] AFTER NOTICE [ * ] . NOTWITHSTANDING THE FOREGOING, NOTHING IN THIS SECTION 7.2(d)(iii) SHALL LIMIT OR RESTRICT A PARTY’S INDEMNIFICATION OBLIGATION WITH RESPECT TO THIRD PARTY CLAIMS PURSUANT TO THIS ARTICLE VII.

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ARTICLE VIII

MISCELLANEOUS

SECTION 8.1 Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts-of-laws principles that would require the application of any other law.

SECTION 8.2 Amendment . This Agreement may not be amended, modified or supplemented except by an instrument in writing signed by Cerus and Anza.

SECTION 8.3 Expenses . All costs and expenses, including, without limitation, fees and disbursements of counsel, financial advisors and accountants, incurred in connection with this Agreement and the Transaction hereby shall be paid by the Party incurring such costs and expenses, whether or not the Closing shall have occurred.

SECTION 8.4 Notices . All notices and other communications hereunder shall be in writing and shall be deemed given if delivered personally or by commercial messenger or courier service, mailed by registered or certified mail (return receipt requested) or sent via facsimile (with acknowledgment of complete transmission) to the Parties at the following addresses (or at such other address for a Party as shall be specified by like notice), provided, however, that notices sent by mail shall not be deemed given until received:

If to Anza, to:

Anza Therapeutics, Inc.

2550 Stanwell Drive

Concord, CA 94520

Attention: David N. Cook, Ph.D.

Facsimile No.: (925) 671-9272

with a copy (which shall not constitute notice) to:

Wilson Sonsini Goodrich & Rosati, P.C.

650 Page Mill Road

Palo Alto, CA 94304

Attention: Kenneth A. Clark

Facsimile No.: (650) 493-6811

If to Cerus, to:

Cerus Corporation

2411 Stanwell Drive

Concord, CA 94520

Attention: Chief Legal Officer

Facsimile No.: (925) 288-6001

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with a copy (which shall not constitute notice) to:

Cooley Godward Kronish LLP

Five Palo Alto Square

Palo Alto, CA 94306

Attention: Suzanne S. Hooper

Facsimile No.: (650) 849-7400

SECTION 8.5 Severability . In the event that any provision of this Agreement or the application thereof becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement shall continue in full force and effect and the application of such provision to other persons or circumstances shall be interpreted so as reasonably to effect the intent of the Parties. The Parties further agree to replace such void or unenforceable provision of this Agreement with a valid and enforceable provision that will achieve, to the extent possible, the economic, business and other purposes of such void or unenforceable provision.

SECTION 8.6 Entire Agreement . This Agreement, along with the other Transaction Documents and instruments delivered in connection herewith, constitutes the entire agreement of the Parties with respect to the subject matter hereof and supersedes all prior agreements, representations, undertakings and understandings, both written and oral, between Cerus and Anza with respect to the subject matter hereof.

SECTION 8.7 Assignment . Subject to this Section 8.7, this Agreement shall not be assignable by either Party to any Third Party without the prior written consent of the other Party. Notwithstanding the foregoing, either Party may assign this Agreement, without the written consent of the other Party, (a) to an Affiliate, provided that the assigning Party guarantees the performance of this Agreement by such Affiliate, or (b) to a successor to all or substantially all of such assigning Party’s assets, stock or business to which this Agreement relates (whether by stock purchase, asset purchase, merger or otherwise), provided that any such assignee agrees in writing to be bound by the terms of this Agreement. In addition, Cerus may assign its right to receive payment hereunder to any Third Party without the consent of Anza. Any assignment of this Agreement in contravention of this Section 8.7 shall be null and void.

SECTION 8.8 Delays or Omissions . Except as expressly provided herein, no delay or omission to exercise any right, power or remedy accruing to any Party to this Agreement upon any breach or default of the other Party under this Agreement shall impair any such right, power or remedy of such non-defaulting Party, nor shall it be construed to be a waiver of any such breach or default, or an acquiescence therein, or of or in any similar breach or default thereafter occurring, nor shall any waiver of any single breach or default be deemed a waiver of any other breach or default theretofore or thereafter occurring. Any waiver, permit, consent or approval of any kind or character on the part of any Party of any breach or default under this Agreement, or any waiver on the part of

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any Party of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. All remedies, either under this Agreement or by law or otherwise afforded to any Party to this Agreement, shall be cumulative and not alternative.

SECTION 8.9 No Third Party Beneficiaries . This Agreement shall be binding upon and inure solely to the benefit of the Parties and their permitted successors and assigns, and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.

SECTION 8.10 Counterparts . This Agreement may be executed in counterparts, all of which together shall constitute one and the same instrument.

(The remainder of this page is intentionally left blank.)

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In witness whereof, the Parties hereto have caused this Agreement to be executed as of the date first written above by their respective duly authorized officers.


ANZA THERAPEUTICS, INC.

By:		/s/ David N. Cook
		David N. Cook, Ph.D.
		President and Chief Executive Officer

CERUS CORPORATION

By:		/s/ Claes Glassell
		Claes Glassell
		President and Chief Executive Officer

EXHIBIT A

Definitions and References

“ Abandoned Patents ” shall have the meaning specified in Section 5.20.

“ Act ” shall have the meaning specified in Section 5.10(d).

“ Action ” shall mean any claim, action, suit, arbitration, proceeding or investigation by or before any Governmental Authority.

“ Affiliate ” shall mean, with respect to any specified Person, any corporation or other entity that directly, or indirectly through one or more intermediaries, controls, is controlled by or is under common control with such Person. As used in this definition, “control” (including, with correlative meanings, the terms “controlled by” and “under common control with”) shall mean: (a) to possess, directly or indirectly, the power to affirmatively direct the management and policies of such corporation or other entity, whether through ownership of voting stock or other ownership interest or by contract relating to voting rights or corporate governance; or (b) direct or indirect beneficial ownership of at least fifty percent (50%) (or such lesser percentage which is the maximum allowed to be owned by a foreign entity in a particular jurisdiction) of the voting stock or other ownership interest in such corporation or other entity.

“ Aggregate Redemption Price ” shall have the meaning specified in Section 5.16(c).

“ Agreement ” shall mean this Asset Transfer and License Agreement dated as of November 20, 2007 and all amendments hereto made in accordance with the provisions of Section 8.2.

“ Allocation ” shall have the meaning specified in Section 2.5(b).

“ Anza ” shall have the meaning specified in the first paragraph of this Agreement.

“ Anza Disclosure Schedule ” shall have the meaning specified in the first paragraph of Article IV.

“ Anza Field of Use ” shall mean the treatment and/or prevention of any disease or condition [ * ] involving [ * ] , provided that [ * ] within the Cerus Field of Use shall not be within the Anza Field of Use. As used herein, it is understood that [ * ] , in whole or in part, as an element of the [ * ] .

“ Anza Indemnified Party ” shall have the meaning specified in Section 7.2(a).

“ Anza Material Adverse Effect ” shall mean any event, change or effect that, when taken individually or together with all other events, changes and effects, is or is reasonably likely (a) to be materially adverse to the business or assets of Anza or (b) to prevent or materially delay or impair the ability of Anza to perform its obligations under this Agreement.

“ Anza Restated Certificate ” shall mean Anza’s Amended and Restated Certificate of Incorporation in the form attached hereto as Exhibit V .

“ Applicable Period ” shall have the meaning specified in Section 5.13(a).

“ Assignment and Assumption Agreement ” shall mean the Assignment and Assumption Agreement in the form attached hereto as Exhibit U .

“ Assumed Liabilities ” shall have the meaning specified in Section 2.4(a).

“ Bill of Sale ” shall mean the Bill of Sale in the form attached hereto as Exhibit W .

“ BLA ” shall mean a Biological License Application, as more fully defined in 21 C.F.R. §601.2 et. seq., or its successor regulation.

“ Books and Records ” shall mean all books, records, files, documents, data, information and correspondence, including: all records with respect to supply sources; all pre-clinical, clinical, research and process development data, results and reports relating to products or of any materials used in the research, development, manufacture, marketing, sale or other commercialization of products, including all raw data relating to clinical trials of products, all case report forms relating thereto and all statistical programs developed (or modified in a manner material to the use or function thereof) to analyze clinical data; all market research data, market intelligence reports, statistical programs (if any) used for marketing, sales, research and/or development; promotional, advertising and marketing materials, sales forecasting models, medical education materials, sales training materials, web site content and advertising and display materials; all records, including vendor and supplier lists, manufacturing records, sampling records (including retained samples), standard operating procedures and batch records, related to manufacturing processes; all laboratory notebooks relating to products or relating to their biological, physiological, mechanical or other properties or compositions; all invention disclosure forms; all adverse experience reports and files related thereto (including source documentation) and all periodic adverse experience reports and all data contained in electronic databases relating to periodic adverse experience reports; all analytical and quality control data; and all correspondence, minutes or other communications with the FDA or Foreign Regulatory Authorities.

“ Business ” shall mean the business and activities of Cerus and its Affiliates related to the research, development, Regulatory Approval, manufacture, distribution, marketing, sale, promotion and/or other commercialization of [ * ] (except to the extent such [ * ] , in humans or animals in any country of the world.

“ Business Contract ” shall have the meaning specified in Section 8(a) of Exhibit C .

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“ Business Day ” shall mean any day that is not a Saturday, Sunday or other day on which banks are required or authorized by Law to be closed in the United States.

“ Business Employees ” shall mean the employees of Cerus listed on Exhibit X .

“ Business Intellectual Property ” shall mean Intellectual Property and Know-How that has been used in or is reasonably necessary to conduct the Business as currently conducted or currently contemplated by Cerus to be conducted.

“ Business Products ” shall mean the products known as of the date of this Agreement as CRS-100 and CRS-207.

“ Cerus ” shall have the meaning specified in the first paragraph of this Agreement.

“ Cerus Disclosure Schedule ” shall have the meaning specified in the first paragraph of Article III.

“ Cerus Field of Use ” shall mean (a) (i) the ex vivo treatment of blood supplies and blood products (including without limitation plasma, platelets and/or red blood cells) to inactivate pathogens and leukocytes in such blood supplies and blood products and (ii) the use of such treated blood supplies and blood products and products arising therefrom and (b) the ex vivo [ * ] of leukocytes and use of such treated leukocytes for immune response modulation for therapy or prophylaxis.

“ Cerus Financing Agreements ” shall mean, collectively, the Investor Rights Agreement, the Voting Agreement and the Right of First Refusal and Co-Sale Agreement.

“ Cerus Indemnified Party ” shall have the meaning specified in Section 7.2(c).

“ Cerus Material Adverse Effect ” shall mean any event, change or effect that, when taken individually or together with all other events, changes and effects, is or is reasonably likely (a) to be materially adverse to the Business or Transferred Assets or (b) to prevent or materially delay or impair the ability of Cerus to perform its obligations under this Agreement.

“ Charter Documents ” shall mean, with respect to a business entity, the certificate of incorporation, bylaws or other similar governing instruments and organizational documents of such entity.

“ Claim ” shall have the meaning specified in Section 7.2(c)(i).

“ Closing ” shall have the meaning specified in Section 2.6.

“ Closing Date ” shall have the meaning specified in Section 2.6.

“ Code ” shall mean the Internal Revenue Code of 1986, as amended.

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“ Combination Product ” shall have the meaning specified on Exhibit B .

“ Commercial Software Rights ” shall mean commercially available software programs.

“ Competing Listeria Product ” shall have the meaning specified in Section 5.13(a).

“ Competing Product ” shall have the meaning specified in Section 5.13(a).

“ Computer Equipment ” shall mean all of the equipment listed on Exhibit Y.

“ Contract ” shall mean any and all written or legally binding oral commitments, contracts, purchase orders, sales orders, leases, subleases, licenses, easements, commitments, arrangements, undertakings, evidence of indebtedness, security or pledge agreements or other agreements.

“ Control ” (including any variations such as “ Controlled ” and “ Controlling ”), in the context of intellectual property rights of a Party, shall mean that such Party or its Subsidiary owns or possesses rights to intellectual property sufficient to grant the applicable license, sublicense or access (as appropriate) under this Agreement, without violating the terms of any agreement with a Third Party existing at the time such Party would first be required hereunder to grant such license, sublicense or access.

“ Controlling Party ” shall have the meaning specified in Section 5.11(c).

“ Conversion Shares ” shall mean the shares of Anza’s Common Stock issuable upon conversion of the Series AA Shares.

“ Covered KBMA Product ” shall mean an immunotherapy product that [ * ] , the composition of matter, manufacture or use of which, at some point during its commercialization is covered by [ * ] .

“ Covered Listeria Product ” shall mean an immunotherapy product that [ * ] , the composition of matter, manufacture or use of which at some point during its commercialization is covered by [ * ] . For clarity, a product that is a Covered Listeria Product shall not also be a Covered KBMA Product.

“ Covered Product ” shall mean a Covered KBMA Product or a Covered Listeria Product.

“ Disclosing Party ” shall have the meaning specified in Section 5.8(a).

“ [ * ] Grant ” shall mean a grant, pursuant to a [ * ] appropriation in the 2008 [ * ] , with respect to [ * ] vaccines or other technologies unique to Anza.

“ Effective Time ” shall mean the time at which the Closing is consummated.

“ EMEA ” shall mean the European Medicines Agency, or any successor thereto.

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“ Encumbrance ” shall mean any security interest, pledge, mortgage, lien (including, without limitation, environmental and Tax liens), charge, encumbrance or adverse claim or any restriction on use, transfer or receipt of income.

“ Environmental Law ” shall mean any Law and any judicial or administrative interpretation thereof, including any judicial or administrative order, consent decree, judgment, stipulation, injunction, permit, authorization, policy, opinion or agency requirement, in each case having the force and effect of Law, relating to the pollution, protection, investigation or restoration of the environment or health and safety as affected by the environment or natural resources, including those relating to the use, handling, presence, transportation, treatment, storage, disposal, release, threatened release or discharge of Hazardous Materials or noise, odor, wetlands, pollution or contamination.

“ Equity Financing ” shall mean a sale of a series of Anza’s Preferred Stock in a transaction or series of related transactions to investors for capital raising purposes with aggregate gross proceeds of at least $ [ * ] , prior to and excluding an IPO or other public offering of securities.

“ ERISA Affiliate ” shall mean any other Person under common control with Cerus within the meaning of Section 414(b), (c), (m) or (o) of the Code and the regulations issued thereunder.

“ Escrow Holder ” shall have the meaning specified in Section 5.16(e).

“ Escrow Shares ” shall have the meaning specified in Section 5.16(e).

“ Excluded Books and Records ” shall mean (a) all Books and Records related to human resources and any other employee related files and records containing personal information regarding an employee; (b) all Books and Records related solely to Licensed [ * ] Patent Rights; and (c) all Books and Records comprising the regulatory files related to the Intercept Blood System for platelets, plasma and/or red blood cells, including without limitation the [ * ] Regulatory Submissions.

“ FDA ” shall mean the United States Food and Drug Administration and any successor agency thereto.

“ FDA Cross-Reference Letter ” shall mean a letter to be executed by Cerus and addressed to the FDA stating that Anza has certain rights to cross-reference the [ * ] Regulatory Submissions, in substantially the form attached hereto as Exhibit Z .

“ FDA Transfer Letter ” shall mean a letter executed by Cerus and addressed to the FDA stating that Anza has acquired the applicable Transferred IND and has been designated as the sponsor for such Transferred IND in connection with such acquisition, in substantially the form attached hereto as Exhibit AA .

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“ Financing Agreements ” shall mean, collectively, the Series A Purchase Agreement, the Investor Rights Agreement, the Voting Agreement and the Right of First Refusal and Co-Sale Agreement.

“ First Commercial Sale ” means the first bona fide commercial sale of a Covered Product following issuance of all applicable Regulatory Approvals (including, with respect to sales in the European Union, an MAA) required prior to commercial sale in the applicable country.

“ Foreign Regulatory Authority ” shall mean any agency, commission, official or other instrumentality of any foreign country or other foreign political subdivision, including a notified body, that performs a function for such country or political subdivision similar to the function performed by the FDA for the United States.

“ Governmental Authority ” shall mean any national, federal, state, municipal, local or other government, governmental, regulatory or administrative authority, agency or commission or any court, tribunal, or judicial or arbitral body.

“ Governmental Order ” shall mean any order, writ, judgment, injunction, decree, stipulation, or award entered by or with any Governmental Authority.

“ [ * ] .

“ Hazardous Materials ” shall mean (i) any petroleum, petroleum products, byproducts or breakdown products, radioactive materials, asbestos-containing materials or polychlorinated biphenyls or (ii) any chemical, material or other substance defined or regulated as toxic or hazardous or as a pollutant or contaminant or waste under any Environmental Law.

“ Holdback Shares ” shall mean [ * ] of the Series AA Shares.

“ ICH ” shall mean The International Conference on Harmonisation of Technical Requirements for Registration of Pharmaceuticals for Human Use.

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“ Indemnified Party ” shall have the meaning specified in Section 7.2(c)(i).

“ Indemnifying Party ” shall have the meaning specified in Section 7.2(c)(i).

“ Infringement ” shall have the meaning specified in Section 5.11(a).

“ Infringement Action ” shall have the meaning specified in Section 5.11(c).

“ Initial S-59 Psoralen Supply ” shall mean [ * ] of GMP S-59 Psoralen from Cerus’ research and development stock of such material.

“ Intellectual Property ” shall mean any or all of the following and all statutory and/or common law rights throughout the world in, arising out of or associated with any or all of the following: (a) Patent Rights, (b) the protection of trade and industrial secrets and confidential information, and (c) any similar, corresponding or equivalent rights to any of the foregoing, including priority rights and the right to enforce and recover remedies for any of the foregoing.

“ Investor Rights Agreement ” shall mean the Investor Rights Agreement by and among Anza and the stockholders named therein in the form attached hereto as Exhibit AB .

“ IPO ” shall mean an underwritten initial public offering pursuant to an effective registration statement filed under the Securities Act covering the offer and sale of Anza’s Common Stock.

“ JAMS ” shall have the meaning specified on Exhibit B .

“ JHU ” shall have the meaning specified in Section 6.2(f)(vi).

“ Know-How ” shall mean any information related to the research, manufacture, preparation, development or commercialization of a product or technology, including, without limitation, product specifications, processes, product designs, plans, trade secrets, ideas, concepts, inventions, formulae, chemical, pharmacological, toxicological, pharmaceutical, physical, analytical, stability, safety, quality assurance, quality control and clinical data, technical information, research information and other confidential or proprietary technical and business information, whether or not embodied in any documentation or other tangible materials. If Know-How is embodied in tangible materials, including biological materials, chemical compounds or the like, such tangible materials shall be deemed included within the Know-How.

“ Knowledge ” (a) with respect to Cerus shall mean the knowledge of officers (at the vice president level and above) or directors of Cerus with responsibility for, or supervision of, the relevant matters, and (b) with respect to Anza shall mean the knowledge of officers (at the vice president level and above) or directors of Anza with responsibility for, or supervision of, the relevant matters.

“ Law ” shall mean any national, federal, state, municipal or local or other statute, law, ordinance, regulation, rule, code, order, other requirement or rule of law.

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“ Liabilities ” shall mean any and all debts, liabilities and obligations, whether accrued or fixed, absolute or contingent, matured or unmatured or determined or determinable, including, without limitation, those arising under any Law (including, without limitation, any environmental Law), Action or Governmental Order and those arising under any contract, agreement, arrangement, commitment or undertaking.

“ Licensed Intellectual Property ” shall mean the Licensed [ * ] Patent Rights and the Licensed Know-How.

“ Licensed Know-How ” shall mean all Know-How Controlled by Cerus as of the Closing Date, or Controlled by Cerus after the Closing Date and required to be provided to Anza under Section 5.3 or 5.4, in each case that is related to and/or used in connection with (a) Cerus’ technology for [ * ] , but [ * ] or (b) Cerus’ technology for [ * ] , including the information and items described on Exhibit AC .

“ Licensed [ * ] Patent Rights ” shall mean: (a) the Patent Rights listed on Exhibit AD-1 ; (b) reissues, patents of addition, divisions, renewals, continuations, continuations-in-part, substitutions, extensions (including supplemental protection certificates), registrations, confirmations, re-examinations and foreign counterparts of the Patent Rights listed on Exhibit AD-1 , in each case solely to the extent directed to the subject matter of the Patent Rights listed on Exhibit AD-1 ; and (c) the Patent Rights listed on Exhibit AD-2 and reissues, patents of addition, divisions, renewals, continuations, continuations-in-part, substitutions, extensions (including supplemental protection certificates), registrations, confirmations, re-examinations and foreign counterparts of the Patent Rights listed on Exhibit AD-2 , in each case (in the case of this clause (c)) solely with respect to those claims of such Patent Rights that are not limited (expressly or otherwise) to [ * ] . The Parties acknowledge that, as of the Effective Time, all of the claims of the Patent Rights listed on Exhibit AD-2 are limited to [ * ] .

“ Licensee ” shall mean a Third Party to whom Anza has granted the right (a) to sell, market and/or promote one or more Covered Products or (b) to practice the Transferred Intellectual Property or Licensed Intellectual Property. As used in this Agreement, “Licensee” shall (i) include a distributor of a Covered Product which has responsibility for marketing and promotion of such Covered Product within its distribution territory and (ii) not include a wholesaler or reseller of a Covered Product which is not responsible for marketing and promotion of such Covered Product.

“ Liquidity Event ” shall mean: (i) the acquisition of Anza by another entity by means of any transaction or series of related transactions to which Anza is party (including, without limitation, any stock acquisition, reorganization, merger or consolidation but excluding any sale of stock for capital raising purposes) other than a transaction or series of related transactions in which the holders of the voting securities of Anza outstanding immediately prior to such transaction or series of related transactions retain, immediately after such transaction or series of transactions, as a result of shares in Anza held by such holders prior to such transaction, at least a majority of the total voting power represented by the outstanding voting securities of Anza or such other surviving or resulting entity (or if Anza or such other surviving or resulting entity is a wholly-owned subsidiary immediately

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following such acquisition, its parent); (ii) a sale, lease or other disposition of all or substantially all of the assets of Anza and its Subsidiaries taken as a whole by means of any transaction or series of related transactions, except where such sale, lease or other disposition is to a wholly-owned subsidiary of Anza; (iii) any liquidation, dissolution or winding up of Anza, whether voluntary or involuntary; or (iv) the redemption or repurchase of shares representing a majority of the outstanding voting power of Anza.

“ Listeria-Specific Period ” shall have the meaning specified in Section 5.13(a).

“ Losses ” shall have the meaning specified in Section 7.2(a).

“ MAA ” shall mean a Marketing Authorisation Application or a successor filing with the EMEA for purposes of obtaining marketing approval in the European Union.

“ Major Market Claim ” means a Valid Claim in the Licensed [ * ] Patent Rights or the Transferred Patent Rights [ * ] . For the purposes of determining the number of Major Market Claims, [ * ] .

“ [ * ] ” shall mean cash milestone payments payable [ * ] to Anza under the [ * ] for the achievement of a research, development or commercialization event with respect to a Covered Product, in each case less (i) the amount of any withholding Taxes or other amounts that are deducted from the amount paid to Anza and not subsequently received by or credited to Anza and (ii) the amount of research and development expenses incurred by Anza, after the [ * ] and before the date of achievement of such event, in the course of Anza’s performance of its obligations under the [ * ] pursuant to a research or development plan in the program for which the milestone is met, to the extent that such expenses (1) have not been reimbursed by and are not eligible for reimbursement [ * ] or any Third Party and (2) have not been previously deducted from other milestone payments. For the avoidance of doubt, [ * ] shall exclude any up-front payments, license issuance fees, license renewal, maintenance or similar fees, amounts paid for the purchase of equity securities from Anza (to the extent the amount for such equity purchase does not exceed the fair market value of such equity), royalties or similar amounts payable as a percentage of net sales, gross sales or profits, bona fide loans made [ * ] to Anza, payments for internal and external research, development, manufacturing and/or commercialization activities (including costs for reagents, materials and equipment, salaries, patent costs and other administration and overhead costs) and amounts paid for the sale of all or substantially all of the business or assets of Anza (whether by merger, sale of stock, sale of assets or otherwise). Notwithstanding the foregoing, premiums paid in excess of fair market value in connection with the purchase of equity securities from Anza shall be included among [ * ] , provided that such amounts are paid upon the achievement of a research, development or commercialization event as described above and are not paid as up-front payments, license issuance fees or otherwise.

“ Net Sales ” shall mean the gross amounts actually received by Anza, its Affiliates or Licensees from sales of Covered Products to Third Party customers, less reasonable and customary deductions for any: (i) credits, allowances, samples, discounts and rebates actually given to such

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customers (including those granted to managed-care entities, entities that manage patient drug benefits and government agencies, as well as on account of rejections or returns); (ii) freight and insurance costs to the extent incurred by Anza or its Affiliates or Licensees with respect to Covered Products and itemized in the invoice provided to such customers; (iii) trade, quantity or cash discounts actually given; (iv) retroactive price reductions actually given; and (v) sales, value-added and other direct Taxes (including customs, duties and other similar governmental charges) collected by Anza, its Affiliates or Licensees directly in connection with the sale of Covered Products to Third Party customers. Sales among Anza and its Affiliates or Licensees for resale shall be excluded from the computation of Net Sales, provided that the subsequent resale shall be included in Net Sales hereunder. Transfers to Licensees or others for use solely in clinical trials or other research or development activities, or for amounts less than the direct manufacturing costs therefor as described in Section 2(c) of Exhibit B , shall not be deemed a sale for purposes of calculating Net Sales.

“ Non-Assignable Asset ” shall have the meaning specified in Section 2.2(a).

“ Non-Paying Party ” shall have the meaning specified in Section 5.14(a)(iii).

“ Ordinary Course of Business ” means an action or activity that is consistent in nature, scope and magnitude with the past practices of Cerus with respect to the ongoing conduct of the Business.

“ Party ” and “ Parties ” shall have the meaning specified in the first paragraph of this Agreement.

“ Patent Assignment Agreement ” shall mean the Patent Assignment Agreement in the form attached hereto as Exhibit AE .

“ Patent Rights ” shall mean all patents and patent applications (including provisional applications), and all patents issuing thereon (including utility, model and design patents and certificates of invention), together with all reissue patents, patents of addition, divisions, renewals, continuations, continuations-in-part, substitutions, extensions (including supplemental protection certificates), registrations, confirmations, re-examinations and foreign counterparts of any of the foregoing.

“ Paying Party ” shall have the meaning specified in Section 5.14(a)(iii).

“ Person ” shall mean an individual, partnership, corporation, association, joint venture, trust, unincorporated organization or governmental entity (or any department, agency or political subdivision thereof).

“ Pharmacovigilance Agreement ” shall have the meaning specified in Section 5.3(c).

“ Phase III Clinical Trial ” shall mean a human clinical trial, the principal purpose of which is to establish safety and efficacy in patients with the disease being studied, as further described in

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21 C.F.R. §312.21(c) or its successor regulation, or which is designed and intended to be of a size and statistical power sufficient to serve as a pivotal study to support the filing of an NDA or MAA for the indication being studied.

“ [ * ] Regulatory Submissions ” shall have the meaning specified in Section 5.3(a).

“ Pre-Closing Tax Period ” means any Tax period ending on or before the Closing Date and the portion of any Straddle Period ending on the Closing Date.

“ Prior Agreement ” shall have the meaning specified in Section 5.8(a).

“ Properties ” shall have the meaning specified in Section 13(a) of Exhibit C .

“ Proprietary Information ” shall have the meaning specified in Section 5.8(a).

“ Prosecution and Maintenance ” shall mean, with respect to any patent or patent application, the preparing, filing, prosecuting and maintenance of such patent or patent application, as well as re-examinations, reissues, requests for patent term extensions and the like with respect to such patents, together with the conduct of interferences, the defense of oppositions and other similar proceedings with respect thereto, and “ Prosecute and Maintain ” shall have the correlative meaning.

“ PTO ” shall mean the United States Patent and Trademark Office.

“ Receiving Party ” shall have the meaning specified in Section 5.8(a).

“ Redemption Date ” shall have the meaning specified in Section 5.16(b).

“ Redemption Notice ” shall have the meaning specified in Section 5.16(b).

“ Redemption Option ” shall have the meaning specified in Section 5.16(a).

“ Redemption Price ” shall have the meaning specified in Section 5.16(a).

“ Redemption Shares ” shall have the meaning specified in Section 5.16(b).

“ Registered Business Intellectual Property ” shall mean Registered Intellectual Property that has been used in or is reasonably necessary to conduct the Business as currently conducted or currently contemplated by Cerus to be conducted.

“ Registered Intellectual Property ” shall mean Intellectual Property that has been registered, filed, certified or otherwise perfected or recorded with or by any Governmental Authority anywhere in the world.

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“ Regulatory Approval ” shall mean all approvals, licenses, registrations or authorizations of all Governmental Authorities in a country for the manufacture, use, storage, import, marketing and sale of a product in such country, including any pricing and reimbursement approvals.

“ Required Permits ” shall have the meaning specified in Section 6(a) of Exhibit C .

“ Restricted Affiliate ” shall have the meaning specified in Section 5.13(a).

“ Retained Liabilities ” shall have the meaning specified in Section 2.4(b).

“ Right of First Refusal and Co-Sale Agreement ” shall mean the Right of First Refusal and Co-Sale Agreement by and among Anza and the stockholders named therein in the form attached hereto as Exhibit AF .

“ Royalty-Bearing Covered Product ” shall have the meaning specified on Exhibit B .

“ Rule 144 ” shall have the meaning specified in Section 17(h) of Exhibit C .

“ Securities Act ” shall mean the Securities Act of 1933, as amended.

“ Selected Contracts ” shall mean those Transferred Contracts that are not mutual or unilateral nondisclosure agreements.

“ Series A Purchase Agreement ” shall mean the Series A Preferred Stock Purchase Agreement by and among Anza and the stockholders named therein in the form attached hereto as Exhibit AH .

“ Series AA Shares ” shall have the meaning specified in Section 2.5(a)(ii).

“ Site License ” shall mean the Single Site License between the Parties in the form attached hereto as Exhibit AI .

“ Straddle Period ” means any Tax period beginning on or before and ending after the Closing Date.

“ Straddle Period Tax ” shall have the meaning specified in Section 5.14(a)(iii).

“ Sublease ” shall mean the Sublease between the Parties in the form attached hereto as Exhibit AJ .

“ Subsidiary ” shall mean any corporation or other entity, whether or not existing on the date hereof, in which the Anza or Cerus, as the context requires, directly or indirectly through subsidiaries or otherwise, beneficially owns at least fifty percent (50%) of either the equity interest or voting power of or in such corporation or other entity.

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“ Supply Agreement ” shall mean the Supply Agreement by and between the Parties of even date herewith in the form attached hereto as Exhibit AK .

“ Survival Period ” shall have the meaning specified in Section 7.1.

“ Surviving Representations ” shall have the meaning specified in Section 7.1.

“ Tax ” or “ Taxes ” shall mean: (i) any and all federal, state, local and foreign taxes, assessments and other governmental charges, duties, impositions and liabilities, including taxes based upon or measured by gross receipts, income, profits, sales, use and occupation, and value added, ad valorem, transfer, franchise, withholding, payroll, recapture, employment, excise and property taxes, together with all interest, penalties and additions imposed with respect to such amounts; (ii) any liability for the payment of any amounts of the type described in clause (i) as a result of being or ceasing to be a member of an affiliated, consolidated, combined or unitary group for any period (including, without limitation, any liability under Treas. Reg. Section 1.1502-6 or any comparable provision of foreign, state or local law); and (iii) any liability for the payment of any amounts of the type described in clause (i) or (ii) as a result of any express or implied obligation to indemnify any other Person or as a result of any obligations under any agreements or arrangements with any other Person with respect to such amounts and including any liability for taxes of a predecessor entity.

“ Tax Return ” shall mean any return, declaration, estimate, report, claim for refund or information return or statement relating to Taxes, including any schedule or attachment thereto, and including any amendment thereof.

“ Term Sheet ” shall mean the Summary of Terms for Investment in Anza, Inc. executed by each of Cerus, Sofinnova Ventures, Kleiner Perkins Caufield & Byers and Versant Ventures on or about August 22, 2007.

“ Third Party ” means any Person other than Anza, Cerus or their respective Affiliates.

“ Third Party Claim ” shall have the meaning specified in Section 7.2(c)(i).

“ Time from First Commercial Sale ” shall have the meaning specified in Section 2.5(a)(v)(3).

“ Transaction Documents ” shall mean, collectively, this Agreement, the Supply Agreement, the Transition Services Agreement, the Sublease, the Site License, the Bill of Sale, the Assignment and Assumption Agreement and the Patent Assignment Agreement.

“ Transferred Assets ” shall have the meaning specified in Section 2.1.

“ Transferred Books and Records ” shall mean (a) originals of all of the Books and Records that are solely related to the Business and Controlled by Cerus, but excluding the Excluded Books

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and Records, provided that Cerus shall be permitted to retain, solely for archival purposes, one (1) copy of (i) any legal (including regulatory but excluding Intellectual Property) or financial records within the Transferred Books and Records as required by law or as may be required to protect Cerus’ legitimate business interests consistent with this Agreement, (ii) any Transferred Contracts, that Cerus is required by law to retain or as may be required to protect Cerus’ legitimate business interests consistent with this Agreement; and (b) copies of any Books and Records Controlled by Cerus that relate to the Business and to other businesses or assets of Cerus, but excluding the Excluded Books and Records, provided , that Cerus shall have the right to redact from such copies information to the extent such information does not relate to Business.

“ Transferred Contracts ” shall mean those contracts listed on Exhibit AL .

“ Transferred Grants ” shall mean the grants listed on Exhibit AM .

“ Transferred INDs ” shall mean, collectively, (i) Investigational New Drug Application Numbered [ * ] filed with the FDA on [ * ] and effective as of [ * ] and (ii) Investigational New Drug Application Numbered [ * ] filed with the FDA on [ * ] and effective as of [ * ].

“ Transferred Intellectual Property ” shall mean the Transferred Patent Rights and the Transferred Know-How.

“ Transferred Know-How ” shall mean all Know-How owned and Controlled by Cerus as of the Closing Date that (a) is or has been used in the Business, including the information listed on Exhibit AN and all intellectual property rights in any inventions or other subject matter within such Know-How, to the extent not included in the Transferred Patent Rights or the Licensed [ * ] Patent Rights, and (b) is not Licensed Know-How.

“ Transferred Patent Rights ” shall mean (a) the Patent Rights listed on Exhibit AO and (b) reissues, patents of addition, divisions, renewals, continuations, continuations-in-part, substitutions, extensions (including supplemental protection certificates), registrations, confirmations, re-examinations and foreign counterparts of such Patent Rights.

“ Transferred Regulatory Submissions ” shall mean the Transferred INDs, and all files and records related thereto in Cerus’ Control as of the Closing Date.

“ Transferred Tangible Assets ” shall mean all tangible assets listed on Exhibit AP .

“ Transfer Taxes ” shall have the meaning specified in Section 2.5(c).

“ Transition Services Agreement ” shall mean the Transition Services Agreement in the form attached hereto as Exhibit AQ .

“ Valid Claim ” shall mean (i) a claim of an issued and unexpired patent (including all supplemental protection certificates issued thereon) within the Transferred Patent Rights or the

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Licensed [ * ] Patent Rights, that has not been held un-patentable, invalid or unenforceable by a court or other government agency of competent jurisdiction from which no appeal can be taken or for which no appeal was filed during the time therefor or has not been admitted to be invalid or unenforceable through reissue, re-examination, disclaimer or otherwise; or (ii) a claim of a pending patent application, which claim has been pending less than [ * ] years from the date such claim takes priority for filing purposes, unless or until such claim thereafter issues as a claim of an issued patent (from and after which time the same shall be deemed a Valid Claim subject to clause (i) above).

“ Voting Agreement ” shall mean the Voting Agreement by and among Anza and the stockholders named therein in the form attached hereto as Exhibit AR .

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EXHIBIT B

Royalties

1. Royalty Rates .

(a) First Covered KBMA Product . Subject to the terms and conditions of the Agreement, Anza shall pay to Cerus royalties at the rate of [ * ] percent ( [ * ] %) of Net Sales of the first Covered KBMA Product that is sold commercially by or under authority of Anza or its Affiliate or Licensee.

(b) [ * ] Covered Listeria Products . Subject to the terms and conditions of the Agreement, Anza shall pay to Cerus royalties on the combined Net Sales of the [ * ] Covered Listeria Products that are sold commercially by or under authority of Anza or its Affiliate or Licensee at the following rates:


*Combined Annual Net Sales of the [ ] Covered Listeria Products**		Royalty Rate
Portion up to and including $ *[ ]**		*[ ]** % of such Net Sales

Portion above $ *[ ]**		*[ ]** % of such Net Sales

Each Covered KBMA Product and Covered Listeria Product bearing royalties pursuant to this Section 1 is referred to herein as a “ Royalty-Bearing Covered Product .” For clarity, it is understood that in no case shall royalties apply or be owed hereunder with respect to more than [ * ] Covered KBMA [ * ] or more than [ * ] Covered Listeria [ * ] .

(c) Major Market Claims . With respect to any Royalty-Bearing Covered Product the composition of matter, manufacture or method of use of which is not covered by any Valid Claims in the country of sale, but is covered by at least [ * ] Major Market Claims, then Anza’s obligation to pay royalties under this Section 1 with respect to sales of such Royalty-Bearing Covered Product in such country of sale [ * ] .

2. Certain Additional Terms .

(a) Third Party Payments . If Anza or its Affiliate or Licensee becomes obligated to pay a Third Party royalties with respect to a Royalty-Bearing Covered Product under any agreement (including a Transferred Contract) to license or acquire intellectual property rights which cover or are used in a Royalty-Bearing Covered Product, then Anza may deduct [ * ] percent ( [ * ] %) of the royalties paid to such Third Party from the royalties payable to Cerus with respect to such Royalty-Bearing Covered Product pursuant to Section 1 above, provided that in no event shall the amounts paid to Cerus pursuant to Section 1 above with respect to such

Royalty-Bearing Covered Product in any reporting period be reduced by the combination of this clause (a) and Section 5.10(b) of the Agreement to less than [ * ] percent ( [ * ] %) of the amount that would otherwise be payable to Cerus. Notwithstanding the foregoing, in the case of a royalty paid to a Third Party in connection with a Royalty-Bearing Covered Product that is a Combination Product under Section 2(b) below, where such royalty is based upon intellectual property rights that cover only the independently therapeutically active product or ingredient sold in combination with such Royalty-Bearing Covered Product, such royalty shall not be deductible pursuant to this Section 2(a).

(b) Combination Products . In the event that a Royalty-Bearing Covered Product is sold for a single price in combination with another independently therapeutically active product, or as a co-formulation with another independently therapeutically active ingredient (including, in each case, any adjuvant), for which no royalty would be due hereunder if sold separately (a “ Combination Product ”), the Net Sales from such Combination Product for purposes of calculating the amounts payable by Anza to Cerus under Section 1 above shall be calculated by multiplying the Net Sales of the Combination Product by the fraction A/(A + B), where A is the average gross selling price during the same calendar quarter of a Covered Product that differs from such Combination Product solely in that it does not contain such independently therapeutically active product or ingredient, and B is the average gross selling price during such calendar quarter of such other therapeutically active product or ingredient. For the purposes of this Section 2(b), no antigen expressed in a Covered Product shall be considered independently therapeutically active. In the event that separate sales of such Covered Product or such other therapeutically active product or ingredient were not made during the previous calendar quarter, the Net Sales from such Combination Product shall be reasonably allocated between such Covered Product and such other therapeutically active product or ingredient, based upon their relative values. If the Parties cannot agree upon such allocation, then such dispute shall, upon written notice of either Party to the other Party, be referred for resolution by final, binding arbitration in accordance with the following provisions:

(i) The arbitration shall be conducted by the Judicial Arbitration and Mediation Services, Inc. (or any successor entity thereto) (“ JAMS ”) under its rules of arbitration then in effect, except as modified herein. The arbitration shall be conducted in the English language, by a single arbitrator. The arbitrator shall engage an independent expert with experience in the subject matter of the dispute to advise the arbitrator. The Parties and the arbitrator shall use all reasonable efforts to complete any such arbitration within six (6) months from the issuance of notice of a referral of any such dispute to arbitration. The arbitrator shall determine what discovery shall be permitted, consistent with the goal of limiting the cost and time which the Parties must expend for discovery, provided that the arbitrator shall permit such discovery as he or she deems necessary to permit an equitable resolution of the dispute.

(ii) The Parties agree that the decision of the arbitrator shall be the sole, exclusive and binding remedy between them regarding the dispute presented to the arbitrator. Any decision of the arbitrator may be entered in a court of competent jurisdiction for judicial recognition of the decision and an order of enforcement. The arbitration proceedings and the decision of the arbitrator shall be deemed Proprietary Information of the Parties under the Agreement.

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(iii) Unless otherwise mutually agreed upon by the Parties, the arbitration proceedings shall be conducted in San Francisco, California. The Parties agree that they shall share equally the cost of the arbitration filing and hearing fees, the cost of the independent expert retained by the arbitrator and the cost of the arbitrator and administrative fees of JAMS. Each Party shall bear its own costs and attorneys’ and witnesses’ fees and associated costs and expenses.

(c) One Royalty . No more than one royalty payment shall be due under the Agreement with respect to a sale of a particular Royalty-Bearing Covered Product (e.g., even if such Royalty-Bearing Covered Product is covered by multiple Valid Claims). No royalty shall be payable under the Agreement with respect to any Royalty-Bearing Covered Products sold by Anza or its Affiliates or Licensees for [ * ] therefor, which [ * ] shall not include [ * ] .

3. Royalty Term .

(a) With respect to a Royalty-Bearing Covered Product the composition of matter, manufacture or method of use of which is covered by one or more Valid Claims in the country of sale, Anza’s obligation to pay royalties under Section 1 above shall continue with respect to sales of such Royalty-Bearing Covered Product in such country of sale until the later of (i) expiration of the last Valid Claim so covering such Royalty-Bearing Covered Product or its manufacture or use in such country or (ii) the [ * ] anniversary of the First Commercial Sale of such Royalty-Bearing Covered Product in such country of sale. Thereafter, no further royalties shall be due with respect to such Royalty-Bearing Covered Product in such country of sale.

(b) With respect to a Royalty-Bearing Covered Product the composition of matter, manufacture or method of use [ * ], Anza’s obligation to pay royalties under Section 1 above with respect to sales of such Royalty-Bearing Covered Product [ * ] shall continue until [ * ] such Royalty-Bearing Covered Product [ * ]. Thereafter, no further royalties shall be due with respect to such Royalty-Bearing Covered Product [ * ].

(c) Notwithstanding the foregoing, Anza’s obligation to pay royalties under Section 1 above with respect to sales of a Royalty-Bearing Covered Product in a particular country shall terminate [ * ] in which there is Generic Competition with respect to such Royalty-Bearing Covered Product in such country. For purposes of this Section 3, “ Generic Competition ” with respect to a Royalty-Bearing Covered Product in a country shall be deemed to exist in any [ * ] in which: (i) there are [ * ] in such country that cover the composition of matter, manufacture or use of such Royalty-Bearing Covered Product, (ii) one or more Generic Versions (as defined below) of such Royalty-Bearing Covered Product are being marketed in such country and (iii) such Generic Version(s) represent a total prescription unit volume of at least [ * ] percent ( [ * ] %) of the prescription volume of such Royalty-Bearing Covered Product in such country in such [ * ] (as measured by a [ * ] or any other independent pharmaceutical sales auditing firm reasonably agreed upon by the Parties); and “ Generic Version ” shall mean a non-proprietary

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product that: (x) is substantially identical to the Royalty-Bearing Covered Product, including active pharmaceutical ingredient and formulation, (y) obtained Regulatory Approval solely by establishing equivalence to the Royalty-Bearing Covered Product, without a requirement to conduct any clinical trials regarding the efficacy of such product, and (z) is legally marketed in such country by an entity other than Anza, its Affiliates or its Licensees.

4. Payments .

(a) Royalty Payment Terms . Anza shall pay to Cerus the royalties described in Section 1 above no later than sixty (60) days after the end of the calendar quarter in which the applicable Net Sales were received.

(b) Payment Method . All payments by one Party to the other Party under the Agreement shall be paid in United States Dollars. If any currency conversion shall be required in connection with the payment of any royalties under the Agreement, such conversion shall be made by using the exchange rate for United States Dollars reported by The Wall Street Journal (United States, Western Edition) on the last Business Day of the calendar quarter to which such royalty payments relate.

(c) Exchange Control . If at any time legal restrictions prevent the prompt remittance of part or all royalties with respect to any country where a Royalty-Bearing Covered Product is sold, Anza shall make such payments by depositing, or causing to be deposited, the amount of such payments in local currency to Cerus’ account in a bank or other depository designated by Cerus in such country.

(d) Overdue Payments . In the event any royalty or milestone payment payable by Anza to Cerus under the Agreement is not made when due, such outstanding payment shall accrue interest (from the date such payment is due through and including the date upon which full payment is made) at the prime rate as reported by the Chase Manhattan Bank, New York, New York on the date such payment is due, plus an additional [ * ] percent ( [ * ] %) (or the maximum rate permitted by applicable law).

(e) Withholding Taxes . Anza shall be entitled to deduct from any payment due to Cerus under the Agreement the amount of any withholding Taxes payable on the amounts owing to Cerus hereunder that Anza is required to withhold. Anza shall use good faith efforts to cooperate with Cerus to minimize any such Taxes required to be withheld. Anza shall promptly deliver to Cerus proof of payment of all such Taxes, together with copies of all communications from or with any Governmental Authority with respect thereto. Cerus shall provide Anza with all forms or documentation required to evidence such withholding under applicable taxation laws, treaties or agreements applying to such withholding or as necessary to claim a benefit.

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5. Reports, Records and Accounting .

(a) Reports . Commencing upon the First Commercial Sale in any country of a Royalty-Bearing Covered Product, Anza shall furnish to Cerus a written report for each calendar quarter during the term of the Agreement showing, on a country-by-country basis:

(i) the gross sales of all Royalty-Bearing Covered Products sold by Anza, its Affiliates and Licensees during such calendar quarter and the calculation of Net Sales, in United States Dollars, of the Royalty-Bearing Covered Products from such gross sales;

(ii) the calculation of royalties owed to Cerus upon such Net Sales of the Royalty-Bearing Covered Products;

(iii) the withholding Taxes, if any, required by law to be deducted in respect of such royalties;

(iv) the date of the First Commercial Sale of each Royalty-Bearing Covered Product in each applicable country;

(v) the exchange rates, if any, used in determining the amount of Net Sales in United States Dollars, as more specifically provided in Section 4(b) above; and

(vi) any reductions to or deductions from royalty payments taken by Anza pursuant to Section 2(a), (b) and/or (c) above and/or Section 5.10(b) of the Agreement.

Reports to be provided by Anza to Cerus under this Section 5(a) shall be due sixty (60) days following the end of each calendar quarter.

(b) Records . Anza shall keep, and shall require that its Affiliates and Licensees keep, complete and accurate books of account and records in sufficient detail to enable the amounts payable under the Agreement to be determined. Such books and records shall be kept at the principal place of business of Anza or its Affiliate or Licensee, as the case may be, for at least thirty-six (36) months following the end of the calendar year to which such books and records pertain.

(i) Audit Rights . Upon at least thirty (30) days prior written notice from Cerus and not more than once in each calendar year, Anza shall permit, and shall require its Affiliates and shall use commercially reasonable efforts to require its Licensees to permit, an independent certified public accounting firm of nationally recognized standing, selected by Cerus and reasonably acceptable to Anza, to have access during normal business hours to such books of account and records of Anza, and its Affiliates and Licensees, at such party’s principal place of business, as may be reasonably necessary to (A) verify the accuracy of the royalty reports hereunder

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for any calendar year ending not more than thirty six (36) months prior to the date of such request or (B) determine whether other payments were owed to Cerus during any calendar year ending not more than thirty six (36) months prior to the date of such request. If Anza is unable to obtain from any Licensee a right for Cerus to audit the books of account and records of such Licensee, Anza shall obtain the right to inspect and audit such Licensee’s books and records for itself and shall exercise such audit rights on behalf of Cerus upon Cerus’ written request, provided that Cerus agrees to reimburse and does promptly reimburse Anza for the costs incurred by Anza to perform such audit, and disclose the results of any such audit to Cerus in accordance with Section 5(c)(ii) below.

(ii) Audit Results . If an audit pursuant to Section 5(c)(i) above establishes that additional royalties or other payments were owed to Cerus during the period covered by such audit, Anza shall promptly remit to Cerus: (i) the amount of such additional royalties or other payments and (ii) interest on such amount which shall be calculated pursuant to Section 4(d) above. In the event such audit establishes that amounts were overpaid by Anza during such period, the amount of such overpayment shall promptly be refunded to Anza. The fees charged by such accounting firm in connection with any audit pursuant to Section 5(c)(i) above (including such fees charged in connection with an audit by Anza at Cerus’ request) shall be paid by Cerus, provided, however, that if a discrepancy in favor of Cerus of more than [ * ] percent ( [ * ] %) of the amount due under the Agreement for the period being audited is established, then Anza shall pay the reasonable fees and expenses charged by such accounting firm in connection with such audit.

(iii) Confidential Information . Cerus shall treat all financial information subject to review under this Section 5 as confidential, and shall cause its accounting firm to retain all such financial information in confidence. In addition, Cerus’ accounting firm shall be required to execute a reasonable confidentiality agreement prior to commencing any audit pursuant to Section 5(c)(i) above.

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EXHIBIT C

Representations and Warranties of Cerus

1. Organization . Cerus is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own or lease its assets, including the Transferred Assets, and to carry on the Business as currently conducted by it. Cerus is duly authorized to conduct the Business and is in good standing in each jurisdiction where such qualification is required to own the Transferred Assets or conduct the Business, except where the failure to be so qualified or in good standing would not have a Cerus Material Adverse Effect. No Affiliates of Cerus are presently or have in the past been engaged in the operation or conduct of the Business.

2. Authority . Cerus has all necessary corporate power and authority and has taken all actions necessary to enter into this Agreement, to execute and deliver the Transaction Documents to which it is a party and to carry out the transactions contemplated thereby. The board of directors of Cerus has taken all action required by Law and the Charter Documents of Cerus to be taken by it to duly authorize (a) the execution and delivery of the Transaction Documents to which it is a party and (b) the consummation of the transactions contemplated thereby. No other corporate proceedings on the part of Cerus are necessary to authorize the Transaction Documents and the transactions contemplated thereby. Each Transaction Document to which Cerus is a party has been duly and validly executed and delivered by Cerus and, when executed and delivered by Anza, shall constitute a legal, valid and binding obligation of Cerus, enforceable against it in accordance with its terms, except (i) as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and (ii) as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of a court of competent jurisdiction before which any proceeding may be brought.

3. Subsidiaries . Section 3 of the Cerus Disclosure Schedule lists all Subsidiaries of Cerus, and Cerus is not a member of (nor is the Business conducted through) any partnership, nor is Cerus a participant in any joint venture. No Subsidiary of Cerus owns, beneficially or of record, or has any rights, title or interest in, to or under any Transferred Asset or Licensed Intellectual Property or conducts any part of the Business, and there are no employees or independent contractors of any Subsidiary of Cerus employed or engaged in the Business or who perform tasks that are necessary for the proper operation of the Business.

4. No Conflict . The execution and delivery by Cerus of the Transaction Documents to which Cerus is a party and the performance by Cerus of its obligations set forth therein do not and will not (a) violate, conflict with or result in the breach of any provision of the Charter Documents of Cerus, (b) conflict with or violate any Law or Governmental Order applicable to Cerus or any of the Transferred Assets or (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would constitute a default) under, require any consent under or give to others any rights of termination, amendment, acceleration, suspension,

revocation or cancellation of or result in the creation of any Encumbrance on any of the Transferred Assets pursuant to any note, bond, mortgage or indenture, Contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which Cerus is a party or by which any of such Transferred Assets is bound or affected, except where such violation, conflict, breach, failure to obtain consent or grant rights or creation of any Encumbrance would not have a Cerus Material Adverse Effect.

5. Governmental Consents and Approvals . The execution and delivery by Cerus of the Transaction Documents to which Cerus is a party and performance by Cerus of its obligations set forth therein do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to any Governmental Authority, except where such violation, conflict, breach, failure to obtain consent or grant rights or creation of any Encumbrance would not have a Cerus Material Adverse Effect.

6. Permits; Compliance with Laws .

(a) Required Permits . Cerus is in possession of all material authorizations, licenses, permits, certificates, approvals, exemptions, consents, confirmations, orders, registrations, product registrations, concessions, franchises, waivers and clearances of an Governmental Authority (including all authorizations under the Food, Drug and Cosmetic Act, the Public Health Services Act and the Controlled Substances Act, and the regulations of the FDA and the United States Drug Enforcement Agency promulgated thereunder) necessary for Cerus to use, test, manufacture, distribute, own, lease and operate the Transferred Assets and to carry on the Business as currently conducted (the “ Required Permits ”), and all Required Permits are valid and in full force and effect. It is expressly acknowledged and agreed that Cerus shall not be obligated to transfer to Anza any such Required Permits.

(b) Compliance . The Business has been and is currently being conducted by Cerus in material compliance with all Required Permits and applicable Law by which any Transferred Asset is bound. No Governmental Authority has notified Cerus that the Business or the Transferred Assets were or are in material violation of any Law or Required Permit or the subject of any investigation in any jurisdiction where the Business is conducted and, to the Knowledge of Cerus, there are no reasonably anticipatable grounds for the same.

(c) Notice . No Governmental Authority has notified Cerus of any facts or circumstances which would lead to any suspension, loss of or material modification to any Required Permit or refusal by a Governmental Authority to renew or accept for filing any Required Permit on terms less advantageous, individually or in the aggregate, to Cerus than the terms of those Required Permits currently in force and, to the Knowledge of Cerus, there are no facts or circumstances providing reasonably anticipatable grounds for the same.

7. Litigation . There are no Actions by or against Cerus relating to the Business, the Transferred Assets or the Business Employees which are currently pending, or, to the Knowledge of Cerus, threatened to be brought, before any Governmental Authority. Neither Cerus nor any of the

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Transferred Assets is subject to any Governmental Order (nor, to the Knowledge of Cerus, are there any such Governmental Orders threatened to be imposed by any Governmental Authority) which has had or would be reasonably expected to have a Cerus Material Adverse Effect.

8. Selected Contracts .

(a) Business Contracts . Section 8(a) of the Cerus Disclosure Schedule sets forth a complete and accurate list of all Contracts directly relating to or affecting the Business, the Transferred Assets or the Assumed Liabilities to which Cerus is a party or otherwise bound as of the date of this Agreement that are material to and/or necessary or useful for the continued operation of the Business after the Closing but excluding all Contracts relating to [ * ] or DNA repair that are not license agreements or expressly related to immunotherapy, (each, a “ Business Contract ”), including the following:

(i) research and development agreements;

(ii) collaboration agreements;

(iii) supply agreements;

(iv) outstanding purchase orders;

(v) manufacturing agreements;

(vi) distribution agreements;

(vii) agreements with contract research organizations and agreements with investigators or institutions relating to pre-clinical and clinical trials;

(viii) equipment or property lease agreements;

(ix) agreements relating to the use by Cerus of intellectual property rights owned by a Third Party or relating to the use by a Third Party of intellectual property rights owned by Cerus (including inbound and outbound license agreements);

(x) agreements relating to the disposition or acquisition of assets other than in the Ordinary Course of Business or any interest in any business enterprise;

(xi) agreements that relate to any joint venture, partnership or other association;

(xii) material transfer agreements;

(xiii) software license agreements, other than license agreements for “off the shelf” or “shrink wrap” software;

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(xiv) employment, consulting and scientific or other advisor agreements;

(xv) confidentiality, non-disclosure or proprietary information agreements;

(xvi) service agreements;

(xvii) agreements restricting Cerus from carrying out any activities related to the Business;

(xviii) agreements which relate to the provision of computer hardware or software, including maintenance and consultancy and disaster recovery arrangements, other than such licenses or agreements arising from the purchase of “off the shelf” or “shrink wrap” products;

(xix) agreements relating to the settlement of legal proceedings;

(xx) security agreements; and

(xxi) agreements which require a Third Party consent to assignment.

(b) Validity; Breach . Each Selected Contract is valid, binding and in full force and effect. Cerus and, to the Knowledge of Cerus, any other party thereunder, has performed all material obligations required to be performed by such party under the Selected Contracts, and Cerus is not in material breach or default under any Selected Contract and, to the Knowledge of Cerus, no other party to any Selected Contract is (with or without the lapse of time or the giving of notice, or both) in material breach or default thereunder. Cerus has not received any written notice (i) that it has breached or defaulted under any Selected Contract or (ii) of the intention of any party to terminate any Selected Contract, nor, to the Knowledge of Cerus, has Cerus received oral notice of such breach, default or intent to terminate. Complete and correct copies of all Selected Contracts and amendments thereto that are in effect as of the date of this Agreement have been delivered to Anza. Notwithstanding the foregoing, Cerus makes no representation or warranty hereunder that there exist any Business Contracts authorizing Cerus to use, make, have made, sell, offer to sell or import UVA light devices and/or disposable kits in the Anza Field of Use or authorizing Cerus to license to any Third Party the right to use, make, have made, sell, offer to sell or import UVA light devices and/or disposable kits in the Anza Field of Use.

(c) Restrictions on Business Activities . There is no Selected Contract relating to noncompetition, exclusivity, field of use, most favored nation or otherwise or any Governmental Order to which Cerus is a party, or which is otherwise binding upon Cerus, which relates directly or indirectly to any Transferred Asset, in any case which has or reasonably would be expected to have the effect of prohibiting or impairing (i) any transaction contemplated by this Agreement or (ii) as a result of any transaction contemplated by this Agreement, the conduct of the Business by Anza as it is currently being conducted. Notwithstanding anything to the contrary in this Agreement, Cerus makes no representation or warranty that there exists any Contract authorizing Cerus to use, make, have made, sell, offer to sell or import UVA light devices and/or disposable kits in the Anza Field of Use or authorizing Cerus to license to any Third Party the right to use, make, have made, sell, offer to sell or import UVA light devices and/or disposable kits in the Anza Field of Use.

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(d) Assignability . Cerus has the full and unencumbered right to assign and transfer to Anza all of Cerus’ rights in and under the Transferred Contracts without incurring, or causing Anza to incur, any obligation to any Third Party (other than those obligations assumed by Anza pursuant to the Transferred Contracts).

9. Intellectual Property .

(a) Registered Business Intellectual Property . Section 9(a) of the Cerus Disclosure Schedule lists all Registered Business Intellectual Property owned or Controlled by, filed in the name of or applied for by Cerus or its Affiliates and lists all proceedings or actions (other than non-adversarial proceedings or actions associated with the procurement of Patent Rights) before any Governmental Authority relating to any Registered Business Intellectual Property.

(b) Validity . Each Patent Right within the Transferred Patent Rights and Licensed [ * ] Patent Rights is subsisting, and all necessary registration, maintenance and renewal fees in connection with such Patent Rights that are required to be paid prior to the date of this Agreement have been paid, and all necessary documents and certificates in connection with such Patent Rights that are required to be filed prior to the date of this Agreement have been filed with the relevant Governmental Authorities for the purposes of perfecting, prosecuting and maintaining such Patent Rights. There are no actions that must be taken by Cerus within sixty (60) days of the date of this Agreement, including the payment of any registration, maintenance or renewal fees or the filing of any responses to PTO office actions (or equivalent actions of any equivalent authority anywhere in the world), for the purposes of obtaining, maintaining, perfecting or preserving or renewing any Patent Right within the Transferred Patent Rights. In each case in which Cerus has acquired ownership of any Transferred Intellectual Property and Licensed Intellectual Property from any Person, Cerus has obtained a valid and enforceable assignment sufficient to irrevocably transfer all rights in such Transferred Intellectual Property and Licensed Intellectual Property (including the right to seek past and future damages with respect thereto) to Cerus. Cerus has recorded each such assignment of Transferred Patent Rights and Licensed [ * ] Patent Rights with the relevant Governmental Authority, including the PTO or its respective equivalent in any relevant foreign jurisdiction, as the case may require.

(c) Enforceability . Cerus has no Knowledge of any facts or circumstances that would render any issued Patent Right within the Transferred Patent Rights or Licensed [ * ] Patent Rights invalid or unenforceable. In addition, Cerus has not entered into any agreement with any Person not to assert any charge of infringement of the Transferred Patent Rights and/or Licensed [ * ] Patent Rights against such Person, which would impact Anza’s ability to enforce the Transferred Patent Rights and/or Licensed [ * ] Patent Rights (solely in the Anza Field of Use pursuant to Section 5.11 of the Agreement) after the Closing. Notwithstanding the foregoing, Cerus makes no representation or warranty hereunder with respect to any Licensed [ * ] Patent Rights that relate to UVA light devices and/or disposable kits.

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(d) Encumbrances . Each item of Transferred Intellectual Property and Licensed Intellectual Property, solely with respect to the Anza Field of Use, is free and clear of all Encumbrances. Cerus is the exclusive owner, and has good title against all others, of all right, title and interest in, to and under all Transferred Patent Rights and Licensed [ * ] Patent Rights.

(e) Transferability . All Transferred Intellectual Property will be fully transferable, alienable and licensable by Anza, without restriction and without payment of any kind to any Third Party. All Licensed Intellectual Property will be fully sublicensable by Anza, without restriction and without payment of any kind to any Third Party.

(f) Rights from Third Parties . To the extent that any Transferred Intellectual Property and Licensed Intellectual Property has been developed or created by a Third Party for Cerus, including any employee or independent contractor of Cerus, Cerus has a written Contract with such Third Party pursuant to which Cerus either (i) has obtained ownership of, and is the exclusive owner of, or (ii) has obtained an exclusive license (sufficient for the conduct of the Business as currently conducted and as currently proposed to be conducted) to such Transferred Intellectual Property and Licensed Intellectual Property.

(g) Employees and Independent Contractors . All current and former employees and independent contractors of Cerus have entered into a valid and binding written agreement with Cerus sufficient to vest title in Cerus of all Business Intellectual Property created by such employees and independent contractors in the scope of their employment or engagement with Cerus, as applicable, and providing for the non-use and non-disclosure of confidential information relating to the Business.

(h) Improvements . No Person who has licensed Business Intellectual Property to Cerus has ownership rights or license rights to improvements made by Cerus in such Business Intellectual Property in Anza’s Field of Use. Notwithstanding the foregoing, Cerus makes no representation or warranty hereunder with respect to any improvements that relate to UVA light devices and/or Intercept Platelet or Plasma disposable kits.

(i) Transfers . Other than pursuant to material transfer agreements (of which copies have been provided to Anza and/or its legal counsel) for research purposes within the scope of each such material transfer agreement, Cerus has not transferred ownership of, or granted any license of or right to use, or authorized the retention of any rights to use or joint ownership of, any Intellectual Property that is or was Business Intellectual Property, to any other Person.

(j) Contracts . The Contracts listed in Section 8(a) of the Cerus Disclosure Schedule constitute all the Contracts to which Cerus is a party with respect to any Business Intellectual Property.

(k) No Infringement by Cerus . To the Knowledge of Cerus, the operation of the Business as currently conducted by Cerus has not, does not and will not when conducted by Anza in substantially the same manner following the Closing infringe or misappropriate any Intellectual

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Property of any Person, violate any right of any Person (including any right to privacy or publicity) or constitute unfair competition or trade practices under the Laws of any jurisdiction, and Cerus has not received notice from any Person claiming that such operation infringes or misappropriates any Intellectual Property of any Person or constitutes unfair competition or trade practices under the Laws of any jurisdiction (nor does Cerus have Knowledge of any reasonably anticipatable basis therefor). There are no pending or, to the Knowledge of Cerus, threatened claims (including interferences, oppositions and similar proceedings) challenging the Transferred Intellectual Property or the Licensed Intellectual Property nor has Cerus received any “offer to license” letters from any Person inviting Cerus to license any Business Intellectual Property. Notwithstanding the foregoing, Cerus makes no representation or warranty hereunder with respect to the operation or planned operation of the Business insofar as such operations involve UVA light devices and/or disposable kits.

(l) No Infringement by Third Parties . To the Knowledge of Cerus, no Person is infringing or misappropriating any Transferred Intellectual Property or Licensed Intellectual Property.

(m) Third Party Rights . Cerus has heretofore disclosed in writing to Anza all Patent Rights of Third Parties to the Knowledge of Cerus relating to the Business Products and all written non-infringement and/or validity analyses prepared by Cerus’ outside counsel with respect thereto prepared by or on behalf of Cerus, and, to the Knowledge of Cerus, there are no Patent Rights of Third Parties that would be necessarily infringed by any implementation of the Covered Products.

(n) Restrictions . No Transferred Intellectual Property or Licensed Intellectual Property is subject to any proceeding or outstanding Governmental Order or any settlement agreement or stipulation that restricts in any manner the use, transfer or licensing thereof by Cerus or that may affect the validity, use or enforceability of such Transferred Intellectual Property or Licensed Intellectual Property.

(o) Grants and Funding . Except for those grants listed in Section 9(o) of the Cerus Disclosure Schedule, Cerus has not received any grant, loan, subsidy, investment or other source of funding from any Governmental Authority relating to the Business. To the Knowledge of Cerus, no facilities of a university, college, other educational institution or research center or Governmental Authority or funding from any Governmental Authority or other source other than the capital markets or general corporate funds of Cerus was used in the development of the Transferred Intellectual Property or Licensed Intellectual Property. Notwithstanding the foregoing, Cerus makes no representation or warranty under this Section 9(o) with respect to any work done by Cerus or [ * ] or any of its Affiliates that is predominantly related to the Cerus Field of Use. To the Knowledge of Cerus, no current or former employee or independent contractor of Cerus who was involved in, or who contributed to, the creation or development of any Transferred Intellectual Property or Licensed Intellectual Property has performed services for any Governmental Authority, university, college or other educational institution or research center during a period of time during which such employee or independent contractor was creating or developing any Transferred Intellectual Property or Licensed Intellectual Property.

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(p) Disclosures . Cerus has made available to Anza, either through disclosures made to Anza or by virtue of the access that David N. Cook and Thomas W. Dubensky have to Cerus’ records related to the immunotherapy/vaccine program, all material preclinical and clinical data in Cerus’ possession or Control as of the date of this Agreement with respect to all clinical and preclinical product candidates undergoing development in connection with the Business, including the Business Products.

(q) Royalties . Except pursuant to the Transferred Contracts, Cerus is not required, pursuant to any Contract, to make or accrue any royalty or other payment to any Third Party in connection with sale of any clinical and preclinical product candidates undergoing development in connection with the Business, including the Business Products.

(r) Security . Cerus has taken all reasonable steps that are required to protect its rights in confidential information and trade secrets included in the Transferred Know-How and Licensed Know-How. To the Knowledge of Cerus, there have been no material breaches of security affecting the information, assets or data of the Business.

(s) Exercise of Option . Cerus has duly exercised, and not revoked its exercise of, the option described in Section 2.3 of the Option and Exclusive License Agreement between Cerus and The Johns Hopkins University (reference number [ * ] ) dated April 8, 2003, prior to the expiration of such option.

10. Title to Assets; Sufficiency of Assets .

(a) Title . Cerus has, and at the Closing, Cerus will deliver to Anza good and marketable title to the Transferred Assets free and clear of all Encumbrances, except as otherwise provided in the Transferred Contracts, and a valid and binding license under the Licensed Intellectual Property pursuant to Section 2.3(a).

(b) Sufficiency . To the Knowledge of Cerus, the Transferred Assets, the license granted pursuant to Section 2.3(a) and the rights and benefits provided under the Transition Services Agreement, the Supply Agreement, the Sublease and the Site License constitute all of the assets, Contracts and rights, excluding the Required Permits, required for the continued operation of the Business by Anza as conducted by Cerus during the past twelve (12) months.

(c) GMP S-59 Psoralen . To the Knowledge of Cerus, the Initial S-59 Psoralen Supply was manufactured in accordance with current Good Manufacturing Practice regulations and stored by Cerus or its agent in accordance with applicable specifications and requirements in all material respects.

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11. Regulatory Compliance .

(a) Compliance . Cerus is in compliance in all material respects with all applicable statutes, rules and regulations of the FDA, with respect to the clinical testing, manufacture, collection, labeling, storing, testing or distribution of Business Products, including current “Good Manufacturing Practice,” or cGMP, regulations, “Good Clinical Practice,” or GCP, regulations, “Good Laboratory Practice,” or GLP, regulations, “Informed Consent” and “Institutional Review Board” regulations and all applicable requirements relating to the protection of human subjects for its clinical trials as required by the FDA. Cerus has all requisite permits, approvals, registrations, licenses and the like, each as required by the FDA to conduct the Business as currently conducted. Cerus is in compliance in all material respects with the registration and listing requirements set forth at 21 U.S.C. §360 and all similar applicable foreign laws and regulations, in each case solely to the extent applicable to the Business.

(b) Proceedings . Cerus has not received notice of, and is not subject to, any adverse inspection, finding of deficiency, finding of non-compliance, compelled or voluntary recall, investigation, penalty for corrective or remedial action or other compliance or enforcement action, in each case relating to any of the Business Products or to the facilities in which the Business Products are manufactured, collected or handled, by the FDA or Foreign Regulatory Authorities. There are no pending or, to the Knowledge of Cerus, threatened actions, proceedings or complaints by the FDA or Foreign Regulatory Authorities which would materially prohibit or impede the conduct of the Business as currently conducted.

(c) False Statements . Cerus has not made any false statements on, or material omissions from, the applications, reports and other submissions to the FDA or Foreign Regulatory Authorities or any other records and documentation prepared or maintained to comply with the requirements of the FDA or Foreign Regulatory Authorities, in each case relating to the Business Products.

Cerus is not the subject of any pending or, to the Knowledge of Cerus, threatened investigation with respect to the Business Products by the FDA pursuant to its “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” Final Policy set forth in 56 Fed. Reg. 46191 (September 10, 1991) and any amendments thereto, or any foreign equivalent. Cerus has not committed any act, made any statement or failed to make any statement, in each case with respect to the Business Products that would provide a reasonably anticipatable basis for the FDA to invoke its policy with respect to “Fraud, Untrue Statements of Material Facts, Bribery, and Illegal Gratuities” and any amendments thereto, or any foreign equivalent.

(d) Misbranding and Adulteration . Cerus has not received any notification, written or oral, that remains unresolved from the FDA or a Foreign Regulatory Authority indicating that any of any Business Products is misbranded or adulterated as defined in 21 U.S.C. §321, et seq., as amended, and the rules and regulations promulgated thereunder.

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(e) Recalls . No Business Product has been recalled, suspended or discontinued as a result of any action by the FDA or any Foreign Regulatory Authority, by Cerus or, to the Knowledge of Cerus, by any licensee or distributor of any Business Product.

(f) Trials . All pre-clinical and clinical trials conducted by or under the authority of Cerus with regard to the Business Products were and are being conducted in material compliance with experimental protocols, procedures and controls pursuant to accepted professional scientific standards used within the pharmaceutical industry and all applicable Laws promulgated by the FDA.

(g) Debarment . To the Knowledge of Cerus, none of the employees or agents of Cerus have been disqualified or debarred by the FDA for any purpose, or have been charged with or convicted under United States federal Laws for conduct relating to the development or approval or otherwise relating to the regulation of any drug product under the Generic Drug Enforcement Act of 1992 (21 U.S.C. §335a).

12. Suppliers . Cerus has used commercially reasonable efforts to maintain, and, to the Knowledge of Cerus, currently maintains, good working relationships with all of the suppliers of goods to the Business. Section 12 of the Cerus Disclosure Schedule specifies for the period beginning January 1, 2007 to the date of this Agreement the names of all suppliers of goods to the Business. None of such suppliers has given Cerus notice terminating, canceling or threatening to terminate or cancel any Contract or relationship with Cerus relating to the Business. To the Knowledge of Cerus, such suppliers are manufacturing and otherwise operating in compliance with applicable FDA requirements with respect to the products and materials supplied to Cerus.

13. Environmental Matters .

(a) Required Permits . Cerus, to the extent related to any property or facility owned, leased or operated by Cerus in the conduct of the Business (the “ Properties ”), has obtained the material Required Permits required by Environmental Laws and necessary for the conduct of the Business, and Cerus is in material compliance with such material Required Permits and other requirements of Environmental Law.

(b) Violations . Cerus, to the extent related to the Business or the Properties, has not received any written notice from any Governmental Authority or any other Person or entity alleging a material violation of, or material liability under, Environmental Laws which has not been fully resolved.

(c) Proceedings . No notice, registration, reporting or other filing or investigation, response or corrective action is required by Cerus under any Environmental Law in connection with, or as a result of, the execution and delivery of this Agreement, or the consummation of the transactions contemplated hereby.

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14. Taxes .

(a) Filing of Tax Returns . Cerus has duly and timely filed (or caused to be filed) with the appropriate taxing authorities all Tax Returns that Cerus was required to file relating to the Transferred Assets or the Business through the date hereof and all such Tax Returns filed are complete and accurate in all respects insofar as they relate to the Transferred Assets or the Business. All Taxes owed by Cerus (whether or not shown on any Tax Return) relating to the Transferred Assets or the Business have been paid. Cerus is not currently the beneficiary of any extension of time within which to file any Tax Return with respect to the Transferred Assets or the Business.

(b) Liens . There are no liens for Taxes (other than for current Taxes not yet due and payable) on any of the Transferred Assets. None of the Transferred Assets are property that is required to be treated for Tax purposes as being owned by any other Person.

(c) Audits, Investigations, Disputes or Claims . No deficiencies for Taxes have been claimed, proposed or assessed by any taxing authority or other Governmental Authority against Cerus with respect to the Transferred Assets or the Business, and there are no pending or, to the Knowledge of Cerus, threatened audits, investigations, disputes or claims or other actions for or relating to any Liability for Taxes with respect to the Transferred Assets or the Business, and there are no matters under discussion with any Governmental Authorities with respect to Taxes that are likely to result in an additional Liability for Taxes with respect to the Transferred Assets or the Business. With respect to the Transferred Assets or the Business, Cerus has not waived any statute of limitations in respect of Taxes or agreed to any extension of time with respect to a Tax assessment or deficiency.

(d) Tax Sharing Agreements . There are no Tax-sharing agreements or similar arrangements (including indemnity arrangements) with respect to or involving the Transferred Assets or the Business, and after the Closing Date the Transferred Assets and the Business shall not be bound by any such Tax-sharing agreements or similar arrangements or be subject to any Liability thereunder for amounts due in respect of periods prior to the Closing Date.

(e) Withholding . Cerus has withheld and paid all Taxes concerning the Business required to have been withheld and paid in connection with amounts paid or owing to any employee, independent contractor, creditor, stockholder or other Third Party.

15. Absence of Certain Changes or Events . Between September 30, 2007 and the date of this Agreement, there has not been a Cerus Material Adverse Effect and, except as contemplated by this Agreement, Cerus has conducted the Business only in the Ordinary Course of Business and has not, with respect to the Business or any of the Transferred Assets:

(a) subjected any of the Transferred Assets to any material Encumbrances;

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(b) sold, transferred, leased, subleased, licensed or otherwise disposed of, other than in the Ordinary Course of Business, to any Third Party, any Transferred Assets or assets necessary for the conduct of the Business as currently conducted;

(c) sold, licensed or sublicensed or otherwise transferred any rights to any Third Party under any Transferred Assets, other than in the Ordinary Course of Business;

(d) accelerated, cancelled, modified or terminated any Transferred Contract, other than in the Ordinary Course of Business;

(e) surrendered, revoked or otherwise terminated any material Required Permits, except in connection with any renewal or reissuance thereof;

(f) incurred any Assumed Liabilities, other than in the Ordinary Course of Business;

(g) waived, released or assigned any rights, which rights, but for such waiver, release or assignment, would have been classified as Transferred Assets, other than in the Ordinary Course of Business;

(h) experienced any damage, destruction or casualty loss (whether or not covered by insurance) with respect to any Transferred Asset other than as a result of ordinary wear and tear, where applicable;

(i) delayed or postponed the payment of any Assumed Liability outside the Ordinary Course of Business;

(j) made any election or change to any election in respect to Taxes, adopted or changed any accounting method in respect to Taxes, entered into any Tax allocation agreement, Tax sharing agreement, Tax indemnity agreement or closing agreement, settled or compromised on any claim, notice, audit report or assessment in respect of Taxes, consented to any extension or waiver of the limitation period applicable to any claim or assessment in respect of Taxes, changed any annual Tax accounting period, filed any amended Tax Return or surrendered any right to claim a Tax refund; or

(k) agreed, whether in writing or otherwise, to do any of the foregoing, except as expressly contemplated by this Agreement.

16. Bulk Transfer Laws . There are no current or past creditors of Cerus to whom any Law requires the delivery of notice or from whom any form of consent is required in conjunction with undertaking the transactions contemplated by this Agreement, and the “bulk transfer laws” of any state in which the Transferred Assets are located do not apply to the transfer of those Transferred Assets under this Agreement.

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17. Investment Representations .

(a) No Registration . Cerus understands that the Series AA Shares and the Conversion Shares have not been, and will not be, registered under the Securities Act by reason of a specific exemption from the registration provisions of the Securities Act, the availability of which depends upon, among other things, the bona fide nature of the investment intent and the accuracy of Cerus’ representations as expressed herein or otherwise made pursuant hereto.

(b) Investment Intent . Cerus is acquiring the Series AA Shares and the Conversion Shares for investment for its own account, not as a nominee or agent and not with the view to, or for resale in connection with, any distribution thereof, and Cerus has no present intention of selling, granting any participation in or otherwise distributing the same. Cerus further represents that it does not have any contract, undertaking, agreement or arrangement with any Person to sell, transfer or grant participation to such person or entity or to any third person or entity with respect to any of the Series AA Shares or the Conversion Shares.

(c) Investment Experience . Cerus has substantial experience in evaluating and investing in private placement transactions of securities in companies similar to Anza and acknowledges that Cerus can protect its own interests. Cerus has such knowledge and experience in financial and business matters so that Cerus is capable of evaluating the merits and risks of its investment in Anza.

(d) Speculative Nature of Investment . Cerus understands and acknowledges that Anza has a limited financial and operating history and that an investment in Anza is highly speculative and involves substantial risks. Cerus can bear the economic risk of Cerus’ investment and is able, without impairing Cerus’ financial condition, to hold the Series AA Shares and the Conversion Shares for an indefinite period of time and to suffer a complete loss of Cerus’ investment.

(e) Access to Data . Cerus has had an opportunity to ask questions of, and receive answers from, the officers of Anza concerning the Transaction Documents and the transactions contemplated thereby, as well as Anza’s business, management and financial affairs, which questions were answered to its satisfaction. Cerus believes that it has received all the information Cerus considers necessary or appropriate for deciding whether to purchase the Series AA Shares and the Conversion Shares. Cerus acknowledges that any business plans prepared by Anza have been, and continue to be, subject to change and that any projections included in such business plans or otherwise are necessarily speculative in nature, and it can be expected that some or all of the assumptions underlying such projections will not materialize or will vary significantly from actual results.

(f) Accredited Investor . Cerus is an “accredited investor” within the meaning of Regulation D, Rule 501(a), promulgated by the Securities and Exchange Commission under the Securities Act and shall submit to Anza such further assurances of such status as may be reasonably requested by Anza.

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(g) Residency . The principal place of business of Cerus is correctly set forth in Section 8.4.

(h) Rule 144 . Cerus acknowledges that the Series AA Shares and the Conversion Shares must be held indefinitely unless subsequently registered under the Securities Act or an exemption from such registration is available. Cerus is aware of the provisions of Rule 144 promulgated under the Securities Act (“ Rule 144 ”) which permit limited resale of shares purchased in a private placement subject to the satisfaction of certain conditions, including among other things, the existence of a public market for the shares, the availability of certain current public information about Anza, the resale occurring not less than one (1) year after a party has purchased and paid for the security to be sold, the sale being effected through a “broker’s transaction” or in transactions directly with a “market maker” and the number of shares being sold during any three (3) month period not exceeding specified limitations. Cerus understands that the current public information referred to above is not now available and that Anza has no present plans to make such information available. Cerus acknowledges and understands that, notwithstanding any obligation under the Investor Rights Agreement, Anza may not be satisfying the current public information requirement of Rule 144 at the time Cerus wishes to sell the Series AA Shares or the Conversion Shares, and that, in such event, Cerus may be precluded from selling such shares under Rule 144, even if the other requirements of Rule 144 have been satisfied. Cerus acknowledges that, in the event all of the requirements of Rule 144 are not met, registration under the Securities Act or an exemption from registration will be required for any disposition of the Series AA Shares or the Conversion Shares. Cerus understands that, although Rule 144 is not exclusive, the Securities and Exchange Commission has expressed its opinion that persons proposing to sell restricted securities received in a private offering other than in a registered offering or pursuant to Rule 144 will have a substantial burden of proof in establishing that an exemption from registration is available for such offers or sales and that such persons and the brokers who participate in the transactions do so at their own risk.

(i) No Public Market . Cerus understands and acknowledges that no public market now exists for any of the securities issued by Anza and that Anza has made no assurances that a public market will ever exist for Anza’s securities.

18. Brokers or Finders . Neither Cerus nor any of its representatives have incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payments in connection with the transactions contemplated by this Agreement.

19. Disclosure . To the actual knowledge of the executive officers of Cerus, no representation or warranty or other statement made by Cerus in the Transaction Documents, the Cerus Disclosure Schedule or any other document or certificate delivered in connection therewith contains any untrue statement or omits to state a material fact necessary to make any of them, in light of the circumstances in which it was made, not misleading. To the actual knowledge of the executive officers of Cerus, there are no facts that have application to Business (other than general economic or industry conditions) and that may materially adversely affect the assets, business, prospects, financial condition or results of operations of the Business that has not been set forth in this Agreement or the Cerus Disclosure Schedule.

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EXHIBIT D

Representations and Warranties of Anza

1. Organization . Anza is duly organized, validly existing and in good standing under the laws of the State of Delaware and has all requisite power and authority to own or lease its assets and to carry on its business as currently conducted by it. Anza is duly authorized to conduct its business and is in good standing in each jurisdiction where such qualification is required, except where the failure to be so qualified or in good standing would not have a Anza Material Adverse Effect.

2. Authority . Anza has all necessary corporate power and authority and has taken all actions necessary to enter into this Agreement, to execute and deliver the Transaction Documents and the Cerus Financing Agreements to which it is a party and to carry out the transactions contemplated thereby. The board of directors of Anza has taken all action required by Law and the Charter Documents of Anza to be taken by it to duly authorize (a) the execution and delivery of the Transaction Documents and Cerus Financing Agreements to which it is a party and (b) the consummation of the transactions contemplated thereby. No other corporate proceedings on the part of Anza are necessary to authorize the Transaction Documents, the Cerus Financing Agreements and the transactions contemplated thereby. Each Transaction Document and Cerus Financing Agreement to which Anza is a party has been duly and validly executed and delivered by Anza and, when executed and delivered by Cerus, shall constitute a legal, valid and binding obligation of Anza, enforceable against it in accordance with its terms, except (i) as enforcement may be limited by bankruptcy, insolvency and other laws affecting the rights of creditors generally and (ii) as the remedy of specific performance and injunctive and other forms of equitable relief may be subject to equitable defenses and to the discretion of a court of competent jurisdiction before which any proceeding may be brought .

3. No Conflict . The execution and delivery by Anza of the Transaction Documents and the Cerus Financing Agreements to which Anza is a party and the performance by Anza of its obligations set forth therein do not and will not (a) violate, conflict with or result in the breach of any provision of the Charter Documents of Anza, (b) conflict with or violate any Law or Governmental Order applicable to Anza or (c) conflict with, result in any breach of, constitute a default (or event which with the giving of notice or lapse of time, or both, would constitute a default) under, require any consent under or give to others any rights of termination, amendment, acceleration, suspension, revocation or cancellation of or result in the creation of any Encumbrance on any of the assets or properties of Anza pursuant to any note, bond, mortgage or indenture, Contract, agreement, lease, sublease, license, permit, franchise or other instrument or arrangement to which Anza is a party or by which any of such assets or properties is bound or affected.

4. Capitalization . As of immediately prior to the Closing, (i) the authorized capital stock of Anza consists of (a) 40,000,000 shares of Common Stock, [ * ] of which are issued and outstanding and (b) 25,000,001 shares of Preferred Stock, of which 5,000,000 shares are designated

Series AA Preferred Stock, [ * ] of which are issued or outstanding, and of which 20,000,001 shares are designated Series A Preferred Stock, [ * ] of which are issued or outstanding, and (ii) Anza has reserved 4,704,500 shares of Common Stock for issuance under Anza’s 2007 Stock Plan. The Common Stock and the Preferred Stock have the rights, preferences, privileges and restrictions set forth in the Anza Restated Certificate. The outstanding shares of Common Stock and Preferred Stock have been duly authorized and validly issued in compliance with applicable federal and state securities Laws, and are fully paid and nonassessable. Except for the conversion privileges of the Preferred Stock, the rights provided pursuant to the Investor Rights Agreement and the Right of First Refusal and Co-Sale Agreement or as otherwise described in this Agreement, there are no options, warrants or other rights to purchase any of Anza’s authorized and unissued capital stock.

5. Financial Statements . Anza was recently formed, has not yet begun significant operations, and has not prepared any financial statements. Anza is not a guarantor or indemnitor of any indebtedness of any other person, firm, corporation or other entity. Except as contemplated by the Transaction Documents, Anza has no material liabilities and no material contingent liabilities.

6. Agreements; Actions.

(a) Except for the Transaction Documents and the Cerus Financing Agreements and the transactions contemplated thereby, there are no Contracts, agreements, instruments or arrangements, proposed transactions, judgments, orders, writs or decrees to which Anza is a party or to its Knowledge by which it is bound.

(b) Anza has not (i) accrued, declared or paid any dividends, or authorized or made any distribution upon or with respect to any class or series of its capital stock, (ii) incurred or guaranteed any indebtedness for money borrowed, (iii) made any loans or advances to any person, other than ordinary advances for travel expenses, or (iv) sold, exchanged or otherwise disposed of any of its assets or rights.

(c) Anza has not engaged in any discussion (i) with any representative of any other business or businesses regarding the consolidation or merger of Anza with or into any such other business or businesses, (ii) with any corporation, partnership, limited liability company, or other business entity or any individual regarding the sale, conveyance or disposition of all or substantially all of the assets of Anza, or a transaction or series of related transactions in which more than fifty percent (50%) of the voting power of Anza is disposed of, or (iii) regarding any other form of acquisition, liquidation, dissolution or winding up of Anza.

7. Obligations to Related Parties . No employee, officer, director or, to Anza’s Knowledge, stockholder of Anza or member of his or her immediate family is indebted to Anza, nor is Anza indebted (or committed to make loans or extend or guarantee credit) to any of them other than (i) for payment of salary for services rendered during the most recent payroll period, (ii) reimbursement for reasonable expenses incurred on behalf of Anza and (iii) for other standard employee benefits made generally available to all employees (including stock option agreements outstanding under any stock option plan approved by Anza’s Board of Directors and stock purchase

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agreements approved by Anza’s Board of Directors). To Anza’s Knowledge, none of such persons has any direct or indirect ownership interest in any firm or corporation with which Anza is affiliated or with which Anza has a business relationship, or any firm or corporation that competes with Anza, except in connection with the ownership of stock in publicly-traded companies. To Anza’s Knowledge, no employee, officer, director or stockholder, nor any member of their immediate families, is, directly or indirectly, interested in any material contract with Anza (other than such contracts as relate to any such person’s ownership of capital stock or other securities of Anza).

8. Litigation . There are no Actions pending against Anza or its properties or officers (in their capacities as such) (nor has Anza received notice of any threat thereof) before any Governmental Authority that questions the validity of the Transaction Documents, the Cerus Financing Agreements or the right of Anza to enter into them, or the right of Anza to perform its obligations contemplated thereby. Anza is not a party or subject to any Governmental Order (nor, to the Knowledge of Anza, are there any such Governmental Orders threatened to be imposed by any Governmental Authority) which has had or would be reasonably expected to have a Anza Material Adverse Effect. There is no Action initiated by Anza currently pending or which Anza currently intends to initiate.

9. Brokers or Finders . Neither Anza nor any of its representatives have incurred any obligation or liability, contingent or otherwise, for brokerage or finders’ fees or agents’ commissions or other similar payments in connection with the transactions contemplated by this Agreement.

10. Validity of Shares The Series AA Shares, when issued and delivered in compliance with the provisions of this Agreement, will be validly issued, fully paid and nonassessable. The Conversion Shares have been duly and validly reserved and, when issued in compliance with the provisions of this Agreement, the Anza Restated Certificate and applicable Law, will be validly issued, fully paid and nonassessable. The Series AA Shares and the Conversion Shares will be free of any Encumbrances, other than any Encumbrances created by or imposed upon Cerus, provided, however, that the Series AA Shares and the Conversion Shares are subject to restrictions on transfer under United States state and/or federal securities Laws and as set forth in the Investor Rights Agreement. Except as set forth in the Investor Rights Agreement, the Series AA Shares and the Conversion Shares are not subject to any preemptive rights or rights of first refusal.

11. Governmental Consents and Approvals . The execution and delivery by Anza of the Transaction Documents and Cerus Financing Agreements to which Anza is a party, and performance by Anza of its obligations set forth therein, do not and will not require any consent, approval, authorization or other order of, action by, filing with or notification to any Governmental Authority.

12. Compliance with Laws . Anza is not in material violation of any applicable Law in respect of the conduct of its business or the ownership of its properties. No Governmental Authority has notified Anza that its business is or was in material violation of any Law or Required Permit or the subject of any investigation in any jurisdiction where such business is conducted and, to the Knowledge of Anza, there are no reasonably anticipatable grounds for the same.

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13. Absence of Certain Changes or Events . Since Anza’s inception, there has not been a Anza Material Adverse Effect. Anza was formed solely for the purpose of engaging in the Business, has engaged in no other business activities and has conducted its operations solely to the extent related to the transactions contemplated by the Transaction Documents and Cerus Financing Agreements.

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Exhibit E

T RANSFERRED A SSETS TO BE D ELIVERED AT C LOSING

The following items to the extent that they are Transferred Assets shall be delivered at Closing in the manner and form as set forth below:

Regulatory & Quality

CRS-100 regulatory files and supporting documentation (hard copy and electronic formats) relating to [ * ]

CRS-207 regulatory files and supporting documentation (electronic formats) relating to [ * ]

CRS-207 regulatory files and supporting documentation (hard copy and electronic formats) relating to [ * ]

Regulatory or Quality Documents as described on Exhibit AN Transferred Know-How and Exhibit AC Licensed Know-How to the extent that such documents are denoted as “QC” in the column entitled “Department” on such exhibits

Institutional Review Board approvals for [ * ] and related materials

Institutional Biosafety Committee (IBC) meeting minutes and related materials

Institutional Animal Care and Use Committee (IACUC) meeting minutes and related materials

Clinical Records and Data

CRS-100 and CRS-207 clinical study files and documents, including site-specific informed consents, CRO documents, site documents, vendor documents (e.g. data management/lab vendors) and guidelines, protocols and manuals

CRS-100 and CRS-207 clinical study data

Material Contracts

Patent Rights listed in Exhibit AO Transferred Patent Rights, by instruction to Cerus’ patent counsel to deliver the files for such Patent Rights to Anza

Tangible Assets

Transferred Tangible Assets listed in Exhibit AP (including the [ * ] ) by leaving such

Transferred Tangible Assets in the facility located at 2550 Stanwell Drive or by moving such

Transferred Tangible Assets to the facility located at 2550 Stanwell Drive

Materials (including but not limited to: [ * ]) as described on Exhibit AN Transferred Know-How

Exhibit F

T RANSFERRED A SSETS TO BE D ELIVERED WITHIN 90 D AYS AFTER C LOSING

The following items to the extent that they are Transferred Assets shall be delivered within ninety (90) days after Closing in the manner and form as set forth below:

Manufacturing Records and Information

CRS-100 and CRS-207 chemistry, manufacturing, and control documentation, including but not limited to manufacturing batch records, methods qualification and validation, and shipping

Financial Records and Information

Grant awards listed in Exhibit AM Transferred Grants

Government and third party financial audits

Information and data related to breakdown of historical expenditures by immunotherapy program

Intellectual Property Records and Information

Transferred Books and Records comprising the laboratory notebooks or containing the pages listed below

Records and information relating to Intellectual Property Rights comprising the Transferred Know-How and Transferred Patent Rights, including but not limited to invention disclosure forms and patent prosecution files by instruction to Cerus’ patent counsel to deliver such records and information to Anza

Material Contracts

Originals of Contracts listed in Exhibit AL Transferred Contracts

Electronic Records and Data

All data on servers related to immunotherapy program including but not limited to email archives, documents located on the Qumas DocCompliance electronic document management system, and electronic data related to specific software programs for testing, auditing, regulatory filings and other related functions of the Business

Laboratory Notebooks

Transferred Books and Records that comprise the following laboratory notebooks or contain the specific pages referenced within the following laboratory notebooks, provided that the Parties acknowledge that the page numbers provided below are estimates only and the actual pages to be delivered to Anza shall include only the pages of such notebooks containing Transferred Assets:

No.

Date issued

Original Owner

Location

Microfiche Roll no.

Pages

(approx.)

[ * ]

2 of 7

3 of 7

Exhibit G

B UDGET

[ * ]

1 of 1

Exhibit H

C ERUS P RESS R ELEASE

CERUS ANNOUNCES SPIN-OFF OF IMMUNOTHERAPY BUSINESS

- Cerus to focus resources solely on blood safety business –

CONCORD, Calif. – November X, 2007 — Cerus Corporation (NASDAQ:CERS) announced today that it has spun-off certain assets that make up its immunotherapy programs, including Cerus’ Listeria and KBMA platform technologies, to a newly-formed independent company financed by a syndicate of leading venture capital firms. Cerus received an equity interest of approximately 15.5% of the new company’s fully diluted equity. Subject to the satisfaction of milestones, Cerus is eligible to receive up to an additional $1.5 million of equity in the new company or, under certain circumstances, in cash. In addition to equity, Cerus is eligible to receive future cash milestone payments of up to in excess of $90 million, as well as royalty payments, if vaccine candidates generated from the transferred assets are successfully developed and commercialized. Cerus is no longer funding operations of the immunotherapy business that has been transferred to the new company. As part of the transaction, David N. Cook, Ph.D. and Thomas W. Dubensky, Ph.D. have joined the new company as CEO and chief scientific officer, respectively. Both were members of Cerus’ executive management team.

“The completion of this transaction allows Cerus to focus organizational and financial resources solely on our core strengths in the blood safety business,” said Claes Glassell, president and chief executive officer, Cerus Corporation. “We remain confident that the immunotherapy programs and technologies that we have transferred to the new company will ultimately prove to represent important advances in the treatment of cancer and infectious diseases. On a personal note, we wish David Cook, Tom Dubensky and the many very capable scientific, clinical and regulatory people associated with our immunotherapy business continued success in their new roles.”

With the spin-off of the immunotherapy business completed, Cerus is now solely focused on commercializing the INTERCEPT Blood System. Both the INTERCEPT platelet and plasma systems have been approved and are being sold in Europe and in other countries that recognize the CE mark. Cerus has worldwide rights to the INTERCEPT Blood System, except in Asia, where Cerus has licensed marketing rights to the platelet and plasma systems to BioOne Corporation. In addition to its direct sales force in Europe, Cerus has engaged country-specific distributors in Spain, Portugal, Greece, Turkey, Kuwait, Russia and other CIS countries. Cerus has conducted Phase III clinical trials of the platelet and plasma systems in the United States and is in early-stage clinical development of a modified red blood cell system.

ABOUT CERUS

Cerus Corporation is a biopharmaceutical company focused on the development and commercialization of the INTERCEPT Blood System ^® . The INTERCEPT ^® system is designed to inactivate blood-borne pathogens in donated blood components intended for transfusion. The company currently markets the INTERCEPT system for both platelets and plasma in Europe. The company is also in Phase I clinical trials for development of the INTERCEPT system for red blood cells in the United States.

C ERUS P RESS R ELEASE

1 of 2

INTERCEPT and the INTERCEPT Blood System are trademarks of Cerus Corporation.

This press release contains forward-looking statements, including, without limitation, statements related to Cerus’ receipt of future equity and cash milestone and royalty payments and the therapeutic and commercial potential of the immunotherapy programs that have been spun-off to the new company. Words such as “anticipated,” “may” and similar expressions are intended to identify forward-looking statements. These forward-looking statements are based upon Cerus’ current expectations. Forward-looking statements involve risks and uncertainties. Cerus’ actual results and the timing of events could differ materially from those anticipated in such forward-looking statements as a result of these risks and uncertainties, which include, without limitation, risks related to the early stage of development and high risk of failure of the vaccine programs that have been spun-off to the new company. These and other risk factors are discussed under “Risk Factors” in Cerus’ Quarterly Report on Form 10-Q for the quarter ended September 30, 2007. Cerus expressly disclaims any obligation or undertaking to release publicly any updates or revisions to any forward-looking statements contained herein.

###

C ERUS P RESS R ELEASE

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Exhibit I

A SSIGNMENT S EPARATE F ROM C ERTIFICATE

For value received, the undersigned Transferor does hereby assign and transfer to the Transferee named immediately below:

{ } a total of (**{ }**) shares of the Series AA Preferred Stock of ANZA THERAPEUTICS, INC., represented by the certificate(s) currently standing in the name of the undersigned on the books of the company, as listed below:

Certificate

Number

Number of

Shares

Certificate

Dated

Certificate currently in the
possession of:

The undersigned Transferor does hereby irrevocably constitute and appoint WILSON SONSINI GOODRICH & ROSATI, PROFESSIONAL CORPORATION , attorney to transfer the said stock as listed above on the books of the company, with full power of substitution in the premises.

Dated: , , 2007

TRANSFEROR:

CERUS CORPORATION

/s/ Claes Glassell

Signature

Claes Glassell

Print Name signed above

President and Chief Executive Officer

Title, if any

A SSIGNMENT S EPARATE F ROM C ERTIFICATE

1 of 1

Exhibit J

T RANSFERRED C ONTRACTS S UBJECT TO N OVATION

[ * ]

1 of 1

Exhibit K

WSGR Legal Opinion

[ * ]

Exhibit L

CGK Legal Opinion

[ * ]

Exhibit M

ANZA THERAPEUTICS, INC.

DAVID N. COOK EMPLOYMENT AGREEMENT

[ * ]

Exhibit N

ANZA THERAPEUTICS, INC.

THOMAS W. DUBENSKY, JR. EMPLOYMENT AGREEMENT

[ * ]

Exhibit O

ASSIGNMENT AND NOVATION AGREEMENT

This Assignment and Novation Agreement (this “ Agreement ”) is made as of November 15, 2007 among Cerus Corporation, a Delaware corporation (“ Cerus ”), Anza Therapeutics, Inc., a Delaware corporation (“ Anza ”), and The Johns Hopkins University, as Maryland Corporation, (“ JHU ”). Cerus, Anza and JHU are each referred to herein as a “ Party ” and collectively as the “ Parties .”

RECITALS

A. Cerus and JHU are parties to (i) that certain Option and Exclusive License Agreement dated April 8, 2003 ( [ * ] ), (ii) that certain Exclusive License Agreement dated December 4, 2003 ( [ * ] ), and (iii) that certain Exclusive License Agreement dated May 24, 2006 ( [ * ] ), in each case including any and all amendments and modifications thereto (the “ Contracts ”).

B. Anza and Cerus have entered into that certain Asset Transfer and License Agreement (the “ Asset Agreement ”) pursuant to which Cerus has transferred substantially all of the assets of its vaccines and immunotherapy business to Anza (the “ Asset Transfer ”).

C. It is a condition to the closing (the “Closing” ) under the Asset Agreement that Cerus assign and transfer its rights and obligations under the Contracts to Anza, subject to the terms and conditions set forth herein.

D. JHU desires to consent to the foregoing assignment and transfer of the Contracts by Cerus to Anza and to recognize Anza as the successor party to the Contracts, subject to the terms and conditions set forth herein.

Now, therefore, in consideration of the foregoing premises, the mutual representations, warranties covenants and other agreements set forth herein and the mutual benefits to be gained by the performance thereof, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged and accepted, the Parties hereby agree as follows:

1. Assignment and Transfer; Consent . Contingent upon and effective as of the Closing, Cerus hereby assigns and transfers the Contracts to Anza, and JHU consents to such assignment and transfer of the Contracts by Cerus to Anza.

2. Assumption . Contingent upon and effective as of the Closing, Anza agrees to be bound by and to perform the Contracts in accordance with the conditions contained in the Contracts and assumes all obligations and duties of Cerus under the Contracts due now or accruing after the Closing, as if Anza were the original party to the Contracts as of the Closing.

3. Acceptance of Substitute Performance . Contingent upon and effective as of the Closing, JHU recognizes Anza as Cerus’ successor in interest in and to the Contracts and agrees to look solely to Anza for the performance of the obligations and duties under the Contracts

without recourse to Cerus. It is intended that this substitute performance by Anza constitute a novation of the obligations and duties under the Contracts formerly owed by Cerus. Notwithstanding the foregoing, Cerus shall continue to comply with any confidentiality provisions under the Contracts in the same manner as would apply under the survival provisions of the Contracts, to the extent applicable. Additionally Cerus agrees that its indemnification obligations will continue with respect to claims arising prior to Closing.

4. Consideration . Contingent upon and effective as of the Closing, as consideration for JHU’s consent to the foregoing assignment and novation of the Contracts, Anza agrees to pay to JHU [ * ] dollars ($ [ * ] ) within fifteen (15) business days of Closing.

5. Miscellaneous .

(a) Confidentiality . Except as required by law, from the date hereof until (and only to the extent) disclosed publicly by Cerus or Anza, JHU shall not disclose to any third party any information about the Asset Transfer, or the terms or conditions or any other facts relating thereto, including, without limitation, the fact that discussions are taking place with respect thereto or the status thereof.

(b) Governing Law . This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to conflicts-of-laws principles that would require the application of any other law.

(c) Counterparts . This Agreement may be executed in counterparts, all of which together shall constitute one and the same instrument.

(The remainder of this page is intentionally left blank.)

-2-

In witness whereof, the Parties have caused this Agreement to be executed as of the date first written above by their respective duly authorized officers.


CERUS CORPORATION		ANZA THERAPEUTICS, INC.

By:	/s/ Claes Glassell	By:	/s/ David N. Cook
	Claes Glassell		David N. Cook, Ph.D.
	President and Chief Executive Officer		President and Chief Executive Officer

THE JOHNS HOPKINS UNIVERSITY

By:	/s/ Wesley D. Blakeslee
	Wesley D. Blakeslee
	Executive Director

-3-

Exhibit P

A MENDED AND R ESTATED E XCLUSIVE L ICENSE A GREEMENT (JHU R EF : [ * ])

[ * ]

Page 1 of 1

Exhibit Q

A MENDED AND R ESTATED O PTION AND E XCLUSIVE L ICENSE A GREEMENT BETWEEN T HE J OHNS H OPKINS U NIVERSITY & A NZA T HERAPEUTICS , I NC . JHU R EF : [ * ]

[ * ]

Exhibit R

A MENDED AND R ESTATED E XCLUSIVE L ICENSE A GREEMENT BETWEEN T HE J OHNS H OPKINS U NIVERSITY & A NZA T HERAPEUTICS , I NC . JHU [ * ] N O . : [ * ]

[ * ]

Exhibit S

S ELECTED T RANSFERRED C ONTRACTS

[ * ]