LICENSE AGREEMENT

License Agreement

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CERUS CORP | Baxter Healthcare S.A.,

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Title: LICENSE AGREEMENT
Governing Law: Illinois Date: 5/10/2005
Industry: Biotechnology and Drugs Sector: Healthcare

LICENSE AGREEMENT

, Parties: cerus corp , baxter healthcare s.a.

Exhibit 10.51

[ * ] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

LICENSE AGREEMENT

This LICENSE AGREEMENT (“Agreement”), dated as of February 2, 2005 (“Effective Date”), is entered into by and between Baxter Healthcare S.A., a corporation organized under the laws of Switzerland (“BHSA”), Baxter Healthcare Corporation, a company organized under the laws of Delaware (“BHC”) (BHSA and BHC are collectively referred to as “Baxter”) and Cerus Corporation, a company organized under the laws of Delaware (“Cerus”). Baxter and Cerus, as corporations, are sometimes referred to herein individually as a “Party” and collectively as the “Parties”.

WHEREAS, Baxter and Cerus have developed technology for the inactivation of pathogens in blood and blood components (the “INTERCEPT Blood System”).

WHEREAS, BHC and Cerus are parties to a Development, Manufacturing and Marketing Agreement, dated as of December 10, 1993, as amended to the date hereof (the “Platelet Agreement”) relating to products referred to herein as the “Platelet System”, and to a Development, Manufacturing and Marketing Agreement, dated April 1, 1996, as amended and restated June 30, 1998, as further amended to the date hereof, (the “RBC/FFP Agreement”) relating to products referred to herein as the “Plasma System” and the “RBC System”;

WHEREAS, Baxter, owns or has rights in certain proprietary Licensed Materials, Licensed Patents and Licensed Know-How (all as hereafter defined) relating to the INTERCEPT Blood System.

WHEREAS, contemporaneously with the effectiveness of this License Agreement, the Parties are entering into a Restructuring Agreement (the “Restructuring Agreement”) and other “Concurrent Agreements” (as defined therein) including a Manufacturing and Supply Agreement (the “Manufacturing and Supply Agreement”) whereby Baxter will manufacture and supply finished goods, sub-assemblies, components and raw materials for the production of the INTERCEPT Blood System and related products on the terms and conditions set forth in that agreement.

WHEREAS, the Parties have previously entered into a Commercialization Agreement and related agreements with BioOne Corporation (“BioOne”) whereby rights and obligations to commercialize the INTERCEPT Blood System for Platelets and the Intersol Solution (as defined herein) in certain countries of Asia were transferred to BioOne, on the terms and conditions set forth in those agreements.

NOW, THEREFORE, in consideration of the premises and the covenants set forth herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the Parties agree as follows.

Article 1

Definitions

In this Agreement, the following terms have the meanings specified or referred to in this Article 1 and shall be equally applicable to both the singular and plural forms. The words “including”, “includes” and “include” shall be deemed to be followed by the phrase “without limitation”, unless the context clearly dictates otherwise. Any agreement, schedule, attachment or exhibit referred to herein shall mean such agreement, schedule, attachment or exhibit as amended, restated, supplemented or modified from time to time to the extent permitted by the applicable provisions of this Agreement. Reference to any statute or regulation means such statute or regulation as amended at the time and from time to time and includes any successor statute or regulation. The definitions of Conversion Kit, INTERCEPT Illuminator, Intersol Solution, Plasma Sets, Plasma Systems, Platelet Sets, Platelet Systems, RBC Equipment, RBC Sets, RBC Systems, Residual Products, Storage Solution Containers and Systems include all improvements and modifications to current and future products developed, produced, marketed or sold to accomplish a similar purpose to the defined items. Unless otherwise stated, references to recitals, articles, sections, paragraphs, schedules and exhibits shall be references to recitals, articles, sections, paragraphs, schedules and exhibits of this Agreement.

“ Affiliate ” means, with respect to any Person, at the time in question, any other Person controlling, controlled by or under common control with such Person. For purposes of this definition, “control” shall mean (a) in the case of corporate entities, direct or indirect ownership of any of the stock or shares having the right to vote for the election of a majority of directors, (b) in the case of non-corporate entities, direct or indirect ownership of any of the equity interest with the power to direct the management and policies of such non-corporate entities.

“ Assigned Patents ” means those Patents assigned to Cerus under a Patent Assignment entered into between the Parties pursuant to Section 2.6 of this Agreement.

“ BioOne Territory ” means the following countries: Japan, China (including all Special Administrative Regions), Taiwan, South Korea, Thailand, Vietnam and Singapore, except as rights to any such countries shall revert to Baxter and Cerus from BioOne Corporation.

“ Commercialization Rights ” means, as to a particular country or region, (a) as to Baxter, the right and responsibility to market, distribute and sell the Platelet System pursuant to the Platelet Agreement, and the Plasma System pursuant to the RBC/FFP Agreement (and as further provided under the Restructuring Agreement), in that country or region; or (b) as to Cerus, all rights of Cerus under the Restructuring Agreement and Concurrent Agreements upon termination of Baxter’s Commercialization rights in that country or region. For the purposes of this agreement, references to termination of Baxter Commercialization Rights, or to Cerus gaining Commercialization Rights, in a particular country or region means that licenses and related rights have been released and relinquished to Cerus pursuant to Section 4 of the Restructuring Agreement, under the Platelet Agreement or the RBC/FFP Agreement as the case may be.

“ Conversion Kit ” means a disposable set having Intersol Solution which permits the preparation of single donor platelets collected on a non-Baxter apheresis collection platform to interface with the Platelet System.

“ ESOL Solution ” means a proprietary red blood cell storage solution, also known as erythrosol in all formulations thereof.

“ Field of Use ” means (a) the inactivation or reduction of pathogens for the decontamination of all blood cells and blood components, including inactivation of pathogens in whole blood, and (b) the inactivation of leukocytes or reduction of leukocyte activity through nucleic acid binding.

“ INTERCEPT Illuminator ” means a proprietary illumination device, including operating software and data management system including source code for each, developed for use with Platelet Sets and Plasma Sets.

“ Intersol Solution ” means a proprietary platelet storage solution currently sold under the trademark “Intersol” in all formulations thereof.

“ Licensed Know-How ” means all information necessary to manufacture and packaging of the Products.

“ Licensed Materials ” means all designs, specifications, know-how, regulatory data, software used in connection with the Products, including the data management system (IDMS) and source code of such software (including source code used to maintain and upgrade the software), owned by or licensed to Baxter that are required to manufacture, obtain regulatory approval, market and sell the Products, including all Product Specifications, all advertising, educational and promotional materials for the INTERCEPT Blood System, in each case as the same may be updated or otherwise amended from time to time.

“ Licensed Patents ” means all Patents owned or licensed by Baxter during the Term, including any patents acquired after the Effective Date, that absent a license would prohibit a Person from making, having made, assembling, packaging, using, selling, offering for sale, distributing, importing and exporting the Products in the Territory, including expressly, but without limitation, the Patents set forth in Exhibit A. With respect to Patents jointly owned by Baxter and Cerus, “Licensed Patents” refers to Baxter’s interest in such Patents. Without limiting the foregoing, “Licensed Patents” includes all Patents on inventions embodied in or useful to manufacture Products, or constituting methods of use relating to Products, as the Products, prototypes and designs have been developed by the Parties pursuant to the Platelet Agreement and the RBC/FFP Agreement, and as they may be further developed or modified during the Term, not limited to development under such agreements. Notwithstanding the foregoing, Licensed Patents excludes the rights and licenses expressly excluded in Section 2.4 hereof.

“ Net Sales ” means the gross amount invoiced by Cerus, Affiliates or sublicensees (if applicable to a sublicense pursuant to Section 5.1(b), 5.2(b), 5.3(b) or 5.4(b)) upon the first sale of a Royalty- Bearing Product under the Licensed Patents to a third party who is not Cerus’ Affiliate, less the following to the extent not already reflected in the invoice price: (i) actual credits from customers and/or resellers for damaged, out-dated, rejected or returned Product; (b) actual freight and

insurance costs incurred in transporting Products to customers; and, (c) actual sales taxes and taxes or governmental charges incurred in connection with the exportation or importation of the Products. If Cerus has reduced the price of the Products as a result of other consideration paid by the purchaser of the Products, then Net Sales shall be increased to reflect the amount that Cerus would have received for the sale for such Products absent such consideration.

“ Patent ” means any patent or patent application issued or filed in the Territory, including any continuation, continuation-in-part, re-examination, patent by addition, inventor’s certification, Supplemental Protection Certificate, patent term extension, division, provisional, renewal, reissue, patent disclosure, substitution, and any related improvement.

“ Person ” means an individual, corporation, limited liability company, partnership, sole proprietorship, joint venture, or other form of organization or governmental agency or authority.

“ Plasma Products ” means Plasma Systems.

“ Plasma Sets ” means disposable processing sets, including without limitation, single unit and jumbo configurations, for inactivation of pathogens in plasma components of blood, containing the raw material amotosalen (“S-59”) or other psoralen compounds.

“ Plasma System ” means Plasma Sets and INTERCEPT Illuminators.

“ Plasma Territory ” means those countries or regions in which Cerus gains Commercialization Rights for the Plasma System pursuant to the Restructuring Agreement.

“ Platelet Product ” means Platelet Systems, Conversion Kits and Storage Solution Containers.

“ Platelet Sets ” means disposable processing sets for the inactivation of pathogens in platelet components of blood, containing the raw material amotosalen (“S-59”) or other psoralen compounds.

“ Platelet Systems ” means the Platelet Sets and INTERCEPT Illuminators.

“ Platelet Territory ” means those countries or regions in which Cerus gains Commercialization Rights for the Platelet System pursuant to the Restructuring Agreement.

“ Products ” means Platelet Products, Plasma Products, RBC Products and Residual Products.

“ Product Specifications ” has the meaning set forth in the Manufacturing and Supply Agreement, as may be revised by Baxter and Cerus thereunder, from time to time.

“ RBC Equipment ” means dosing and mixing devices and incubator and compound removal devices for use in connection with RBC Sets.

“ RBC Products ” means RBC Systems, ESOL Solution and Storage Solution Containers.

“ RBC Sets ” means disposable processing sets for inactivation of pathogens in the red blood cell components of blood, containing the raw material S-303 or other nucleic acid-binding compound.

“ RBC System ” means RBC Sets and RBC Equipment.

“ RBC Territory ” means all parts of the world.

“ Residual Products ” means any products within the Field of Use that are not included within the definition of Platelet Products, the Plasma Products or RBC Products.

“ Residual Product Territory ” means all parts of the world.

“ Royalty-Bearing Products ” means Products covered by the Licensed Patents or the Assigned Patents, without which Cerus would be prohibited from making, having made, assembling, using, selling, offering for sale, distributing, importing and exporting the Products in the Territory.

“ Royalty Period ” for each Product is defined in Section 6.3 hereof.

“ Storage Solution Containers ” means containers for blood component storage solution and methods and devices for connecting or integrating such containers into blood component pooling sets and blood component collection kits or other components for interface with a System.

“ Systems ” means the Platelet Systems, the Plasma Systems and the RBC Systems.

“ Territory ” means (a) as to Platelet Products, the Platelet Territory, (b) as to Plasma Products, the Plasma Territory, (c) as to RBC Products, the RBC Territory and (d) as to Residual Products, the Residual Territory, in each case as such Territory shall accrete from time to time as to particular Products pursuant to the Restructuring Agreement.

“ Transition Services Agreement ” means the Transition Services Agreement entered into concurrently with this Agreement whereby Baxter will provide certain transition services to Cerus following Termination, as such term is defined in the Restructuring Agreement.

Article 2

License Grant; Process for Assigned Patents

2.1 License Grant . Subject to the terms and conditions of this Agreement, Baxter hereby grants to Cerus and its Affiliates, solely in the Field of Use:

(a) an exclusive (even as to Baxter) royalty-bearing right and license under the Licensed Patents and Licensed Know-How to make, have made, assemble, use, sell, offer for sale, distribute, import and export:

(i) Platelet Products solely for sale in the Platelet Territory;

(ii) Plasma Products solely for sale in the Plasma Territory;

(iii) RBC Products solely for sale in the RBC Territory; and

(iv) Residual Products solely for sale in the Residual Territory; and

(b) a nonexclusive, royalty-bearing right and license to use, reproduce, display, translate, distribute copies of, and to modify and create derivative works of the Licensed Materials within the respective parts of the Territory set forth in Clause 2.1(a).

This license will be registered with authorities in the Territory, to the extent such registrations are permitted. Cerus shall bear the costs and responsibility of registering the license. From time to time during the term of this Agreement, Baxter agrees to execute and deliver to Cerus such documents as requested by Cerus or any authority in the Territory in order to effectively register the grant of the rights hereunder to Cerus.

2.2 Right to Sublicense . Pursuant to the license rights granted to Cerus in Article 2, Baxter also grants to Cerus the right to sublicense its rights under Section 2.1 to third parties, solely to make, have made, assemble, use, sell, offer for sale, distribute, import and export the Products, and to use, reproduce, display, translate, distribute copies of, and to modify and create derivative works of the Licensed Materials, in the respective parts of the Territory set forth in clause 2.1(a) under the Licensed Patents, Licensed Know-How and Licensed Materials as necessary to allow the sublicensee to exercise the sublicense granted herein. Any sublicense shall be at least as protective of Baxter and its intellectual property, including the Licensed Patents, Licensed Know-How and the Licensed Materials, as the terms and conditions of this Agreement.

2.3 Reservation of Rights . Notwithstanding anything to the contrary set forth herein, Baxter shall retain all the rights necessary for Baxter to perform its obligations under (a) the Manufacturing and Supply Agreement, including the rights to manufacture, sell and supply the Manufactured Products (as defined therein) to Cerus under the terms and conditions of that agreement and (b) the Manufacturing and Supply Agreement with BioOne, dated as of June 28, 2004 (the “BioOne Manufacturing Agreement”), including the rights to manufacture, sell and supply the Manufactured Products (as defined therein) to BioOne under the terms and conditions of that agreement. All rights in and to the Licensed Materials and the Licensed Patents not specifically granted herein are reserved by Baxter. The license granted to Licensed Materials does not restrict any rights previously granted by Baxter to [ * ] under the [ * ] entered into as of [ * ] , as amended effective [ * ] , to [ * ] under the Supply Agreement entered into as of [ * ] , and to [ * ] . under the Supply Agreement entered into as of [ * ] . Baxter has provided Cerus with true and correct copies of each such agreement and all amendments, modifications thereto to the date of this Agreement. Nothing herein shall restrict or prohibit Baxter from manufacturing, having manufactured, assembling, using, selling, offering for sale or distributing the Products or otherwise utilizing the Licensed Patents and Licensed Materials with respect to particular Products outside of the Territory that relates to such Products. Baxter retains the exclusive right to manufacture its platelet collection disposable kits with INTERSOL solution containers for sale in the Territory.

2.4 Exclusion of Rights . Baxter does not grant to Cerus and its Affiliates the right or license to make or have made (a) Baxter’s proprietary [ * ] , (b) Baxter’s proprietary technology relating to [ * ] , (c) Baxter’s [ * ] . The availability and access of these items to and by Cerus as well as other sub-assemblies, components, and raw materials of the Products are provided for in the Manufacturing and Supply Agreement. It is understood that, as to amotosalen (“S-59”) and S-303,

Cerus is the owner of the proprietary rights in such compounds and, pursuant to the Restructuring Agreement, Baxter has relinquished its license in such compounds in the Territory. Accordingly, no license to those compounds is granted under this Agreement. The license hereunder shall not cover any Patent rights to make, have made, assemble, use, sell, offer for sale, distribute, import or export [ * ] , except as provided below, it being understood and agreed that, as co-owner of the Patents respecting [ * ] , Cerus has the right independently to exercise such rights, and grant licenses thereto, without accounting to Baxter otherwise than as provided herein. Cerus, however, agrees not to provide [ * ] to customers, or license it to any Person for use by customers, unless Baxter at any time ceases to make available to customers generally, or fails to provide reasonable assurances to Cerus of its commitment to continue to make available to customers generally, [ * ] . In such event, as to [ * ] , Cerus’ shall gain the license rights stated in Section 2.1(a) as if Intersol Solution were expressly referenced in such Section. Baxter agrees not to license Patent Rights or Know-How relating to the [ * ] to any third Persons without Cerus’ prior written consent. As to the compound adsorption devices (CADs) employed in the Systems, Cerus acknowledges that the proprietary rights in certain elements of the CADs, such as the beads and matrix, are owned by third Persons. Accordingly, no license to those elements is granted under this Agreement. The license under this Agreement does, however, cover any elements of the CADs that are proprietary to Baxter, including the plastic housing of the CAD for the Plasma System. Cerus and its Affiliates shall have the right to contract directly with Baxter’s suppliers in the event Baxter cannot supply all requirements of Cerus, its Affiliates and sublicensees for CADs or other components, or in the event that Cerus elects to have such CADs or other components manufactured directly for Cerus by the third-party supplier in order to achieve a lower cost or superior quality that can be obtained through Baxter.

2.5 Process for Assigned Patents. It is understood that Baxter has concluded that the Licensed Patents potential have applications outside the Field of Use, and accordingly is licensing, rather than assigning, those patents to Cerus. Should Baxter subsequently determine that any of such patents have application solely within the Field of Use, Baxter may elect to assign such patents to Cerus, subject to Cerus’ acceptance of such assignment, which will not be unreasonably withheld. Any patents so assigned are referred to in this Agreement as “Assigned Patents.” Any such assignment will be made pursuant to a mutually agreed upon patent assignment agreement, referred to in this Agreement as a “Patent Assignment.”

Article 3

Delivery of Licensed Materials; Licensed Patents Prosecution and Maintenance

3.1 Delivery . Within [ * ] days of the execution of this Agreement, Baxter shall deliver to Cerus a current copy of the Licensed Patents. Within [ * ] days of the execution of this Agreement, Baxter shall deliver to Cerus a current copy of the Licensed Materials in such form and format as the Parties may agree. Baxter will provide Cerus with any updates and other amendments of the Licensed Materials promptly, and in no event later than [ * ] days, after their creation. Within [ * ] days of the execution of this Agreement, Baxter shall deliver to Cerus all prototypes, models, mock-ups of the RBC Equipment and RBC Sets, and single unit CAD for the Plasma System, in all configurations in Baxter’s possession and component lists therefor.

3.2 Obtaining Issued Licensed Patents . Baxter shall continue to prosecute and pay all fees, expenses and taxes necessary to obtain issued Licensed Patents for those that are pending or may be filed in the future but have yet to issue in the Territory. Exhibit A shall be updated by Baxter from time to time to indicate the status of such filings. Baxter will provide Cerus with documentation covering prosecution decisions relating to pending applications for Licensed Patents prior to submission with appropriate patent office or examiner. Cerus may comment on such decisions within [ * ] days of receipt of such documentation. Baxter will take Cerus’ comments into consideration, but Cerus’ approval of such decision is not required for Baxter to continue with the prosecution of the subject pending application.

3.3 Maintaining Licensed Patents . Baxter shall maintain at its expense issued Licensed Patents in the Territory. Baxter shall provide Cerus all documentation relating to the prosecution and maintenance of all Licensed Patents. If a Licensed Patent becomes an Assigned Patent, Baxter will cease to have any obligation to maintain such patent.

3.4 Ownership .

(a) Baxter shall own all right, title and interest, or joint title and interest together with Cerus, as applicable, in and to: (i) the Licensed Materials and the Licensed Patents, and all future inventions and discoveries that are discovered, made, conceived or reduced to practice solely by Baxter (and joint rights to any of the same it jointly makes, conceives or reduces to practice), and any derivative works of Baxter thereof; and (ii) all of its Confidential Information (as defined in Section 4.1).

(b) Cerus shall own all right, title and interest in and to, (i) all future inventions and discoveries that are discovered, made, conceived or reduced to practice solely by Cerus, including those which are improvements of the Licensed Patents and works which are derivative works of the Licensed Materials (and joint rights to any of the same it jointly makes, conceives or reduces to practice); and (ii) all of its Confidential Information (as defined in Section 4.1).

3.5 Cooperation . Each Party shall execute any documents of registration of proprietary or other rights reasonably requested by another Party and shall perform any and all further acts deemed necessary or desirable by a Party in order to confirm, exploit or enforce the provisions of this Article. If a Party fails to do so within [ * ] days of another Party’s reasonable request, and the Party failing to execute such document does not promptly object (within such time period) to the execution of other documentation, such Party hereby authorizes the other Party and its agents and/or representatives to execute all such documents in such Party’s name and on such Party’s behalf, including filing and/or recording such documents in appropriate governmental or administrative offices anywhere throughout the Territory.

Article 4

Confidentiality

4.1 Confidential Information . All information and materials containing information provided by any Party to another relating to this Agreement, including but not limited to customer

requirements, lists, preferences and methods of operation, the technology, any know-how, data, process, or technique of any Party relating to such Party’s products, and any research project, work in process, future development, scientific, engineering, or manufacturing information, know-how, designs, drawings, management information reports and other computer-generated reports, financial information, pricing policies and details, details of contracts, operational methods, plans or strategies, business acquisition plans, and the business affairs of such Party, whether in oral, graphic or written form, as the case may be, are and shall be treated as confidential, provided such information and materials are clearly mar

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