Cerus Corporation
Ticker:CERS 2525 Stanwell Drive, Suite 300
Exchange:NASDAQ-National Market Concord, CA 94520
Industry:Manufacturing (SIC Code 2836) (510) 603-9071

Offering Information
Type of Shares:Common Shares Filing Date:9/4/96
U.S. Shares:2,000,000 Offer Date:1/30/97
Non-U.S. Shares:0 Filing Range:$14.00 - $16.00
Primary Shares:2,000,000 Offer Price:$12.00
Secondary Shares:0 Gross Spread:$0.84
Offering Amount: $30,000,000 Selling:$0.47
Expenses:$1,000,000 Reallowance:$0.10
Shares Out After: -

Primary Underwriting Group
ManagerTierPhone
Morgan Stanley & Co. IncorporatedLead Manager (212) 761-5900
Alex. Brown & Sons IncorporatedCo-manager (410) 895-2700

Legal Counsel, Auditor and Registrar
Issuer's Law Firm: Cooley Godward Castro Huddleson & Tatum
Bank's Law Firm: Wilson, Sonsini, Goodrich & Rosati

Selected Financial Data

Dollar amounts in U.S. millions except for per share data
Full Year
Audited
Income
Latest
Unaudited
Income
Prior
Unaudited
Income
Balance
Sheet
12/31/95 6/30/96 6/30/95 6/30/96
Revenue:$6.80$2.61$2.73Assets:$10.28
Net Income:-$2.36-$4.16-$2.62Curr Assets:
EPS:-$0.55-$0.93Liabilities:$2.53
Prior EPS:Curr Liabilities:
Cash Flow/Oper:Equity:$7.75
Cash Flow/Fin:Cash:
Cash Flow/Inv:

Business Description
The company is developing systems designed to improve the safety of blood transfusions by inactivating infectious pathogens in blood components. Preclinical studies conducted by the company have indicated the ability of these systems to inactivate a broad array of viral and bacterial pathogens that may be transmitted in blood component transfusions and to inhibit leukocyte activity. The company believes that, as a result of the mechanism of action of its proprietary technology, its systems also have the potential to inactivate many new pathogens before they are identified and before tests have been developed to defect their presence in the blood supply. Because company's systems are being designed to test for pathogens, the company's systems also have the potential to reduce the risk of transmission of pathogens that would remain undetected by testing.

Competition
The company expects to encounter competition in the sale of products it may develop. If regulatory approvals are received, the company's products may compete with other approaches to blood safety currently in use, as well as with future products developed by biotechnology and pharmaceutical companies, hospital supply companies, national and regional blood centers, and certain governmental organizations and agencies. Many companies and organizations that may be competitors or potential competitors have substantially greater financial and other resources than the company and may have greater experience in preclinical testing, human clinical trials and other regulatory approval procedures.

Business Plan
The company's objective is to become the global leader in the development and commercialization of systems to inactive blood-borne pathogens in blood components used for transfusions. key elements of the company's strategy to achieve this objective are the following: 1) establish pathogen inactivation systems as the standard of care; 2) leverage expertise and core technology; 3) capitalize on strategic alliance with Baxter; 4) protect and enhance proprietary position.

Use of Proceeds
The proceeds from the proposed offering will be used for research and development activities, including continuing clinical trials, general and administrative support, capital expenditures, working capital and general corporate purposes.

©1997 IPO Data Systems, Inc. - All rights reserved.