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CERUS CORPORATION 2005 ANNUAL REPORT We do what we do...

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Page 1: We do what we dos23.q4cdn.com/524047955/files/doc_financials/CERS_2005...CERUS CORPORATION 2005 ANNUAL REPORT We do what we do... COOL SCIENCE. DYNAMIC PEOPLE. PATIENT FOCUS. Cerus

CERUS CORPORATION 2005 ANNUAL REPORT

We do what we do...

COOL SCIENCE. DYNAMIC PEOPLE. PAT IENT FOCUS.

Cerus Corporation 2411 Stanwell Drive, Concord, California 94520 925.288.6000 T 925.288.6001 F www.cerus.com

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Page 2: We do what we dos23.q4cdn.com/524047955/files/doc_financials/CERS_2005...CERUS CORPORATION 2005 ANNUAL REPORT We do what we do... COOL SCIENCE. DYNAMIC PEOPLE. PATIENT FOCUS. Cerus

Executive Management Claes GlassellPresident and Chief Executive Offi cer

David N. Cook, Ph.D. Vice President, Research and Development

Laurence M. Corash, M.D. Vice President and Chief Medical Offi cer

William J. Dawson Vice President, Finance and Chief Financial Offi cer

Thomas W. Dubensky, Ph.D. Vice President, Vaccine Research

Howard G. Ervin Vice President, Legal Affairs

William M. Greenman Vice President, Business Development

Lori L. Roll Vice President, Administration and Corporate Secretary

Board of DirectorsB.J. Cassin Chairman of the Board, Private Venture Capitalist

Timothy B. Anderson Former Senior Vice President, Baxter International Inc.

Laurence M. Corash, M.D. Vice President and Chief Medical Offi cer

Bruce C. CozaddExecutive Chairman, Jazz Pharmaceuticals, Inc.

Claes Glassell President and Chief Executive Offi cer

William R. Rohn Former Chief Operating Offi cer, Biogen Idec Inc.

Immunotherapy Scientifi c Advisory Board Drew Pardoll, M.D., Ph.D. (Chair) Co-Director, Sidney Kimmel Cancer Center, The Johns Hopkins University School of Medicine

James Allison, Ph.D. Chairman, Immunology Program, Memorial Sloan-Kettering Cancer Center

Nina Bhardwaj, M.D., Ph.D. Professor, Medicine, Pathology, and Dermatology, and Director, NYU Cancer Institute’s Tumor Vaccine Program

Harry B. Greenberg, M.D. Senior Associate Dean for Research, Stanford University School of Medicine

Philip D. Greenberg, M.D. Professor, Fred Hutchinson Cancer Research Center and Division of Oncology, University of Washington

Elizabeth M. Jaffee, M.D. Professor, Medical Oncology, The Johns Hopkins University School of Medicine

Daniel Portnoy, Ph.D. Professor, Molecular and Cellular Biology and Professor, School of Public Health, University of California, Berkeley

Blood Safety Scientifi c Advisory Board Richard Benjamin, MBChB, Ph.D. (Chair)Chief Medical Offi cer, Biomedical Headquarters, American Red Cross Blood Services, Washington, DC

James P. AuBuchon, M.D., FCAP, FRCP (Edin)Chair of Pathology, Dartmouth-Hitchcock Medical Center

Morris A. Blajchman, M.D., FRCPProfessor, Pathology and Molecular Medicine, McMaster University

Christopher D. Hillyer, M.D.Tenured Professor, Department of Pathology and Laboratory Medicine, Emory University School of Medicine

Paul V. Holland, M.D.Clinical Professor, Medicine, Division of Hematology and Oncology, Department of Internal Medicine, UC Davis Medical Center

Jeffrey McCullough, M.D.Professor, Laboratory Medicine and Pathology and Director, Biomedical Engineering Institute, University of Minnesota Medical School

Paul David Mintz, M.D.Professor, Pathology and Internal Medicine, Director, Division of Clinical Pathology and Director of Clinical Laboratories and Transfusion Services, University of Virginia School of Medicine

Darrell Triulzi, M.D.Medical Director, Institute for Transfusion Medicine, Pittsburgh, PA, Associate Professor, Pathology and Director, Division of Transfusion Medicine, University of Pittsburgh Medical Center

Executive Management, Directors and Scientifi c Advisory Boards

Corporate Headquarters2411 Stanwell Drive Concord, CA 94520 Telephone: (925) 288-6000 Fax: (925) 288-6001 www.cerus.com

Corporate CounselCooley Godward LLP San Francisco, California

Patent CounselMorrison & Foerster LLP Palo Alto, California

AuditorsErnst & Young LLP Palo Alto, California

Registrar and Transfer AgentWells Fargo Bank, N.A. 161 North Concord South St. Paul, Minnesota 55075

Annual Report on Form 10-K A copy of the company’s Annual Report on Form 10-K as fi led with the Securities and Exchange Commission is available without charge on request to:

Investor Relations DepartmentCerus Corporation 2411 Stanwell Drive Concord, California 94520 Telephone: (925) 288-6000

Stock InformationCommon stock, traded on the Nasdaq Stock Market under the symbol: CERS

Annual Meeting of Stockholders9:00 a.m. Monday, June 5th, 2006Cerus Corporation 2411 Stanwell Drive Concord, California 94520

Statements in this annual report regarding future clinical trials, future regulatory fi lings, potential effi cacy of products, potential collaborations, future product development and commercial potential are forward-looking statements that involve risks and uncertainties. Actual results could differ materially from these forward-looking statements as a result of certain factors, including the risks and uncertainty of the timing and results of clinical trials and other development activities, actions by regulatory authorities at any stage of the development process, additional fi nancing activities, performance by partners, manufac-turing, market acceptance of any products, competitive conditions, legal proceedings and other factors discussed in the company’s most recent fi lings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this annual report. The company does not undertake any obligation to update any forward-looking statements as a result of new information, future events, changed assumptions or otherwise.

Cerus, Helinx, INTERCEPT and INTERCEPT Blood System are trademarks of Cerus Corporation.

Corporate Information

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Executive Management, Directors and Scientifi c Advisory Boards

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...because of you.

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Product Pipeline

Discovery Preclinical Phase I Phase II Phase III Marketing

BLOOD SAFETYINTERCEPT PlateletsINTERCEPT PlasmaINTERCEPT Red Cells

IMMUNOTHERAPYCancer TherapyCRS-100CRS-207MEDI 543 (EphA2)Research

Infectious DiseaseAnthraxTularemiaResearch

US EU

US & EU

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1CERUS CORPORATION 2005 ANNUAL REPORT

Because of people like you, the people of Cerus are developing new approaches Because of people like you, the people of Cerus are developing new approaches to improving blood safety, targeting cancer and treating and preventing infectious diseases. In each of these areas, we have developed proprietary technologies that may create new paradigms for protecting and improving human health. We work with leaders in each fi eld to address areas of signifi cant medical need and to innovate safe and effective solutions to some of the health challenges of the 21st century. Through cutting-edge science and a focus on patients, we’re making a difference. Because we can. Because we care. Because of you.

Because of people like you, the peopleBecause of people like you, the peopleof Cerus are developing new apof Cerus are developing new apof Cerus are developing new apof Cerus are developing new apof Cerus are developing new approaches proachesproachesproachesproachesto improving blood safety, targeting cancer and treating and to improving blood safety, targeting cancer and treating andpreventing infectious diseases. In each of these areas, we have preventing infectious diseases. In each of these areas, we havedeveloped proprietary technologies that may create new developed proprietary technologies that may create new paradigms for protecting and improving human health. We paradigms for protecting and improving human health. Wework with leaders in each fi eld to address areas of signifi cant work with leaders in each fi eld to address areas of signifi cant medical need and to innovate safe and effective solutions to medical need and to innovate safe and effective solutions tosome of the health challenges of the 21st century. Through some of the health challenges of the 21st century. Throughcutting-edge science and a focus on patients, we’re making cutting-edge science and a focus on patients, we’re makinga difference. a difference. Because we can. Because we care. Because of you.Because we can. Because we care. Because of you.

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To Our Shareholders:

2005 was a year of signifi cant achievement across all aspects of our business and within each of

our core product development areas. These achievements are a direct result of the passion

and commitment that drive us to develop and commercialize innovative products to improve

human health. On behalf of everyone at Cerus, I am pleased to share with you the highlights of our

success in 2005.

Our INTERCEPT Blood Systems are our most advanced product opportunities, with the

INTERCEPT platelet system already approved in Europe. In 2005, we submitted a CE mark

application for approval to market the INTERCEPT plasma system in Europe. We also attained

several critical goals around the INTERCEPT red cell system, solving important technical issues

enabling us to re-enter clinical development with a modifi ed approach. Currently there are no

products or devices approved to inactivate pathogens in donated red blood cell preparations. From a

clinical perspective, we believe that the INTERCEPT red cell system can be an important component

in a comprehensive blood safety management program. Additionally, we believe there is a signifi cant

commercial opportunity in the red cell pathogen inactivation market. As a next step, we are working

to initiate a Phase I trial of the modifi ed INTERCEPT red cell system.

“Through the diligent efforts of our research, development and regulatory teams,

we were able to fi le an Investigational New Drug (IND) application to begin clinical

trials of CRS-100, our fi rst cancer immunotherapy.”

2CERUS CORPORATION 2005 ANNUAL REPORT

In addition to advancing the scientifi c, clinical and regulatory development of the INTERCEPT

program, we executed strategic business transactions that will enhance our ability to commercialize

our multiple INTERCEPT product opportunities. In June 2005 we entered into an agreement with

BioOne Corporation to commercialize the INTERCEPT plasma system in select Asian territories.

This transaction is valued at up to $33 million in up-front and milestone payments, including

$5 million in up-front payments that we have received to date.

In February 2005, and again in February 2006, we amended our agreements with subsidiaries of

Baxter International, Inc. related to the development, commercialization and marketing of the

INTERCEPT systems. Taken together, these agreements allowed us not only to gain exclusive

worldwide rights to the INTERCEPT Blood System, excluding certain Asian countries in which

we have licensed rights to BioOne, but also provided us with signifi cantly improved economics on

product sales and resulted in net gains in excess of $28.6 million. Already we have begun implementing

a transition strategy for a smooth transfer of regulatory, sales and marketing activities from Baxter

to Cerus. We expect to complete the transition of responsibilities before the end of 2006. With

in-country approval for the platelet system in France now in hand, we look forward to making

commercial progress in Europe in the coming year.

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We are also very excited about the achievements in our immunotherapy programs. We were

able to meet our corporate goal of fi ling an Investigational New Drug (IND) application to begin

clinical trials of CRS-100. This is our fi rst cancer immunotherapy product candidate, designed to

treat cancers metastasized to the liver. It will be the fi rst program using our proprietary Listeria

platform to advance to the clinic. We believe that CRS-100 has the potential to more potently

stimulate the immune system to fi ght cancer. Our efforts on advancing our immunotherapy

opportunities also position us to leverage CRS-100’s clinical data as we conduct late-stage preclinical

work in preparation for fi ling an IND for our second cancer program, CRS-207, designed to treat

pancreatic and ovarian cancers.

In our infectious disease program, we received notifi cation of $2.8 million in funding over three years

as our part of a contract awarded by the National Institute of Allergy and Infectious Disease to a

tularemia vaccine research consortium of which Cerus is a member. One of the consortium’s goals is

to develop a vaccine for tularemia based on our Killed But Metabolically Active (KBMA) technology.

The awarding of this contract highlights the scientifi c community’s excitement and enthusiasm

for the potential of the KBMA platform as a novel approach to developing vaccines. Additionally,

it refl ects the rapid progress that we have made in advancing the KBMA platform. The fi rst proof-

of-concept data were published just last year, and we are now positioned to begin work on a

product-focused development program based on the technology. The funding we receive will help

support our efforts toward developing therapeutic KBMA vaccines to treat infectious diseases such

as hepatitis.

Throughout the year we continued to build our intellectual property position around our blood

safety and immunotherapy technologies. We also worked closely with the members of our scientifi c

advisory boards to develop strategies for advancing these technologies in a manner that will yield

signifi cant value in the clinic and the market. Establishing a new INTERCEPT scientifi c advisory

board was a key achievement in this area, and we expect that our advisors’ insight and expertise will

provide valuable guidance as we assume operational control of the INTERCEPT portfolio.

I am proud of our success in 2005 in attaining our corporate goals, and look forward to continuing

that progress in the months ahead. Whether you are a shareholder, a patient or an employee, I thank

you for your support. We do what we do because of you.

Claes Glassell

President and Chief Executive Offi cer

Cerus Corporation

April 21, 2006

3CERUS CORPORATION 2005 ANNUAL REPORT

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Every two seconds, somebody in the United States needs blood, and

each year 4.5 million lives are saved by transfusions.* That is hundreds

of thousands of units annually. We’re committed to improving the

safety of every unit.

“The INTERCEPT Blood System has the potential to enhance the safety of donated

blood by inactivating pathogens that may not be detected with current tests, as well as

emerging pathogens not yet identifi ed as threats to human health.”

Laurence M. Corash, M.D.Vice President and

Chief Medical Offi cerCerus Corporation

Improving Blood Screening and Safety

4CERUS CORPORATION 2005 ANNUAL REPORT

Improving Blood Screening and Safety Today, blood safety strategies rely on strict donor selection criteria and screening donated blood

for the presence of a limited number of pathogens. We are developing the INTERCEPT Blood

System as an important enhancement to the safety of platelets, plasma and red blood cells derived

from donated blood. For each of these components, we have developed a proprietary process to

inactivate harmful pathogens, including viruses such as HIV, hepatitis B and hepatitis C, as well as

bacteria and parasites, without diminishing the therapeutic utility of the treated blood component.

After blood is collected from donors and separated into platelets, plasma or red blood cells, the

individual components are treated with our proprietary Helinx technology, which cross-links the

DNA or RNA of pathogens and contaminating white blood cells.

Signifi cantly, the INTERCEPT systems inactivate pathogens that may go undetected by existing tests

or for which tests are not performed. Moreover, because the INTERCEPT systems use Cerus’s

proprietary Helinx technology to crosslink DNA and RNA of susceptible pathogens, we believe that

they will inactivate most emerging pathogens that have not yet been identifi ed or for which tests

have not yet been developed. The INTERCEPT systems are designed to ensure that the blood supply

becomes safer, even as new pathogens emerge that would otherwise pose threats to its safety.

*www.americasblood.org

Improving Blood Screening and SafetyImproving Blood Screening and SafetyImproving Blood Screening and SafetyToday, blood safety strategies rely on strict donor selection criteria and screening donated bloodToday, blood safety strategies rely on strict donor selection criteria and screening donated blood

for the presence of a limited number of pathogens. We are developing the INTERCEPT Bloodfor the presence of a limited number of pathogens. We are developing the INTERCEPT Blood

System as an important enhancement to the safety of platelets, plasma and red blood cells derivedSystem as an important enhancement to the safety of platelets, plasma and red blood cells derived

from donated blood. For each of these components, we have developed a proprietary process tofrom donated blood. For each of these components, we have developed a proprietary process to

inactivate harmful pathogens, including viruses such as HIV, hepatitis B and hepatitis C, as well asinactivate harmful pathogens, including viruses such as HIV, hepatitis B and hepatitis C, as well as

bacteria and parasites, without diminishing the therapeutic utility of the treated blood component.bacteria and parasites, without diminishing the therapeutic utility of the treated blood component.

After blood is collected from donors and separated into platelets, plasma or red blood cells, theAfter blood is collected from donors and separated into platelets, plasma or red blood cells, the

individual components are treated with our proprietary Helinx technology, which cross-links theindividual components are treated with our proprietary Helinx technology, which cross-links the

DNA or RNA of pathogens and contaminating white blood cells.DNA or RNA of pathogens and contaminating white blood cells.

Signifi cantly, the INTERCEPT systems inactivate pathogens that may go undetected by existing testsSignifi cantly, the INTERCEPT systems inactivate pathogens that may go undetected by existing tests

or for which tests are not performed. Moreover, because the INTERCEPT systems use Cerus’sor for which tests are not performed. Moreover, because the INTERCEPT systems use Cerus’s

proprietary Helinx technology to crosslink DNA and RNA of susceptible pathogens, we believe thatproprietary Helinx technology to crosslink DNA and RNA of susceptible pathogens, we believe that

they will inactivate most emerging pathogens that have not yet been identifi ed or for which teststhey will inactivate most emerging pathogens that have not yet been identifi ed or for which tests

have not yet been developed. The INTERCEPT systems are designed to ensure that the blood supplyhave not yet been developed. The INTERCEPT systems are designed to ensure that the blood supply

becomes safer, even as new pathogens emerge that would otherwise pose threats to its safety.becomes safer, even as new pathogens emerge that would otherwise pose threats to its safety.

*www.americasblood.org*www.americasblood.org

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...because of her.

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...because of him.

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Nearly 1.4 million people in the United States alone will be diagnosed with cancer in 2006. Our proprietary immunotherapy platform may enable new treat-ments that harness the power of each patient’s immune system to fi ght cancer.

“By stimulating cancer-specifi c immune responses, Cerus’s proprietary Listeria

platform has the potential to eliminate cancer cells without harming normal tissue.

Listeria-based immunotherapies represent a leap forward from those that have

thus far been tested and may also be combined with other therapeutic modalities,

enabling novel treatment paradigms.”

Drew Pardoll, M.D., Ph.D.Co-Director Sidney Kimmel Cancer CenterThe Johns Hopkins University School of Medicine Chair, Cerus Immunotherapy Scientifi c Advisory Board

7CERUS CORPORATION 2005 ANNUAL REPORT

Novel Cancer ImmunotherapiesNovel Cancer ImmunotherapiesIn 2005 we made signifi cant progress in advancing our proprietary Listeria-based cancer immu-

notherapy program. Preclinical data regarding the safety and anti-tumor activity of Listeria-based

therapeutic cancer vaccines were presented at the American Association of Cancer Research Annual

Meeting. We are pleased to see a growing enthusiasm for this innovative therapeutic approach by

members of the scientifi c and medical communities.

A focused effort on advancing our cancer immunotherapy program enabled us to fi le an Investi-

gational New Drug (IND) application for CRS-100 with the U.S. Food and Drug Administration

in 2005. In 2006, we expect to initiate a trial of CRS-100 in patients with cancers that have

metastasized to the liver. Data generated through the clinical trial of CRS-100 will provide a foundation

on which to advance the additional Listeria-based therapeutic cancer vaccines that are in develop-

ment. These include our second cancer immunotherapy, CRS-207, which we are developing as a

treatment for pancreatic and ovarian cancer and MEDI 543 (EphA2), which is being developed by

Medimmune, Inc., for treatment of solid tumors.

Novel Cancer ImmunotherapiesNovel Cancer ImmunotherapiesNovel Cancer ImmunotherapiesNovel Cancer ImmunotherapiesNovel Cancer ImmunotherapiesIn 2005 we made signifi cant progress in advancing our proprietary Listeria-based cancer immu-In 2005 we made signifi cant progress in advancing our proprietary Listeria-based cancer immu-

notherapy program. Preclinical data regarding the safety and anti-tumor activity of Listeria-basednotherapy program. Preclinical data regarding the safety and anti-tumor activity of Listeria-based

therapeutic cancer vaccines were presented at the American Association of Cancer Research Annual therapeutic cancer vaccines were presented at the American Association of Cancer Research Annual

Meeting. We are pleased to see a growing enthusiasm for this innovative therapeutic approach by Meeting. We are pleased to see a growing enthusiasm for this innovative therapeutic approach by

members of the scientifi c and medical communities.members of the scientifi c and medical communities.

A focused effort on advancing our cancer immunotherapy program enabled us to fi le an Investi-A focused effort on advancing our cancer immunotherapy program enabled us to fi le an Investi-

gational New Drug (IND) application for CRS-100 with the U.S. Food and Drug Administrationgational New Drug (IND) application for CRS-100 with the U.S. Food and Drug Administration

in 2005. In 2006, we expect to initiate a trial of CRS-100 in patients with cancers that havein 2005. In 2006, we expect to initiate a trial of CRS-100 in patients with cancers that have

metastasized to the liver. Data generated through the clinical trial of CRS-100 will provide a foundation metastasized to the liver. Data generated through the clinical trial of CRS-100 will provide a foundation

on which to advance the additional Listeria-based therapeutic cancer vaccines that are in develop-on which to advance the additional Listeria-based therapeutic cancer vaccines that are in develop-

ment. These include our second cancer immunotherapy, CRS-207, which we are developing as ament. These include our second cancer immunotherapy, CRS-207, which we are developing as a

treatment for pancreatic and ovarian cancer and MEDI 543 (EphA2), which is being developed bytreatment for pancreatic and ovarian cancer and MEDI 543 (EphA2), which is being developed by

Medimmune, Inc., for treatment of solid tumors.Medimmune, Inc., for treatment of solid tumors.

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8CERUS CORPORATION 2005 ANNUAL REPORT

Many known infectious diseases, emerging pathogens and potential

biological weapons cannot be addressed with current treatment

and prevention strategies. Cerus is leveraging two proprietary platforms

to develop novel infectious disease therapies and prophylactic vaccines.

“Cerus’s KBMA (Killed But Metabolically Active) technology is a signifi cant

advance in vaccine development. This technology, as well as the company’s Listeria

platform, may enable new paradigms for treating and preventing life-threatening

infectious diseases.”

David N. Cook, Ph.D.Vice President, Research

and DevelopmentCerus Corporation

Novel Anti-Infectives Novel Anti-Infectives Our KBMA vaccine platform gained important visibility in 2005. In July, preclinical data describing the

safety and effi cacy of KBMA vaccines in models of infectious diseases and cancer were published as the

cover story in the journal Nature Medicine. As part of a research consortium, we received notifi cation

of a three-year, $2.8 million contract from the National Institute of Allergy and Infectious Diseases to

develop a KBMA-based vaccine against Francisella tularensis. There is growing concern that Francisella

tularensis could be developed for use as a biological weapon. This contract will help to advance the

science underlying the KBMA platform, supporting our efforts to leverage the potential of the

technology to treat chronic infectious diseases. Additionally, we believe that our biodefense programs

provide potential out-licensing opportunities.

Capabilities gained through our biodefense programs will enhance our ability to apply the KBMA

technology to the development of therapeutic vaccines for life-threatening infectious diseases such

as hepatitis B and C. Most therapies in development for hepatitis B and C are designed to limit viral

replication. In contrast, therapeutic KBMA vaccines are designed to stimulate the patient’s own

immune system to kill infected cells and thus eliminate the virus. This may provide a new path to a

cure for chronic infectious diseases that affect millions of people around the world.

Novel Anti InfectivesNovel Anti InfectivesNovel Anti InfectivesNovel Anti InfectivesNovel Anti-InfectivesOur KBMA vaccine platform gained important visibility in 2005. In July, preclinical data describing theOur KBMA vaccine platform gained important visibility in 2005. In July, preclinical data describing the

safety and effi cacy of KBMA vaccines in models of infectious diseases and cancer were published as thesafety and effi cacy of KBMA vaccines in models of infectious diseases and cancer were published as the

cover story in the journalcover story in the journal Nature MedicineNature Medicine. As part of a research consortium, we received notifi cation. As part of a research consortium, we received notifi cation

of a three-year, $2.8 million contract from the National Institute of Allergy and Infectious Diseases toof a three-year, $2.8 million contract from the National Institute of Allergy and Infectious Diseases to

develop a KBMA-based vaccine againstdevelop a KBMA-based vaccine against Francisella tularensisFrancisella tularensis. There is growing concern that . There is growing concern that FrancisellaFrancisella

tularensistularensis could be developed for use as a biological weapon. This contract will help to advance thecould be developed for use as a biological weapon. This contract will help to advance the

science underlying the KBMA platform, supporting our efforts to leverage the potential of thescience underlying the KBMA platform, supporting our efforts to leverage the potential of the

technology to treat chronic infectious diseases. Additionally, we believe that our biodefense programstechnology to treat chronic infectious diseases. Additionally, we believe that our biodefense programs

provide potential out-licensing opportunities.provide potential out-licensing opportunities.

Capabilities gained through our biodefense programs will enhance our ability to apply the KBMACapabilities gained through our biodefense programs will enhance our ability to apply the KBMA

technology to the development of therapeutic vaccines for life-threatening infectious diseases suchtechnology to the development of therapeutic vaccines for life-threatening infectious diseases such

as hepatitis B and C. Most therapies in development for hepatitis B and C are designed to limit viralas hepatitis B and C. Most therapies in development for hepatitis B and C are designed to limit viral

replication. In contrast, therapeutic KBMA vaccines are designed to stimulate the patient’s ownreplication. In contrast, therapeutic KBMA vaccines are designed to stimulate the patient’s own

immune system to kill infected cells and thus eliminate the virus. This may provide a new path to aimmune system to kill infected cells and thus eliminate the virus. This may provide a new path to a

cure for chronic infectious diseases that affect millions of people around the world.cure for chronic infectious diseases that affect millions of people around the world.

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...because of them.

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10CERUS CORPORATION 2005 ANNUAL REPORT

At Cerus, we know that what we have done in 2005 creates the foundation of what we must do in 2006 and beyond. Protectinghealth, improving outcomes, extending survival. This is what patients need. This is what we strive to do. You are why we care so much about reaching our goals.

We do what we do...

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Because we can. Because we care. Because of you.

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Executive Management Claes GlassellPresident and Chief Executive Offi cer

David N. Cook, Ph.D. Vice President, Research and Development

Laurence M. Corash, M.D. Vice President and Chief Medical Offi cer

William J. Dawson Vice President, Finance and Chief Financial Offi cer

Thomas W. Dubensky, Ph.D. Vice President, Vaccine Research

Howard G. Ervin Vice President, Legal Affairs

William M. Greenman Vice President, Business Development

Lori L. Roll Vice President, Administration and Corporate Secretary

Board of DirectorsB.J. Cassin Chairman of the Board, Private Venture Capitalist

Timothy B. Anderson Former Senior Vice President, Baxter International Inc.

Laurence M. Corash, M.D. Vice President and Chief Medical Offi cer

Bruce C. CozaddExecutive Chairman, Jazz Pharmaceuticals, Inc.

Claes Glassell President and Chief Executive Offi cer

William R. Rohn Former Chief Operating Offi cer, Biogen Idec Inc.

Immunotherapy Scientifi c Advisory Board Drew Pardoll, M.D., Ph.D. (Chair) Co-Director, Sidney Kimmel Cancer Center, The Johns Hopkins University School of Medicine

James Allison, Ph.D. Chairman, Immunology Program, Memorial Sloan-Kettering Cancer Center

Nina Bhardwaj, M.D., Ph.D. Professor, Medicine, Pathology, and Dermatology, and Director, NYU Cancer Institute’s Tumor Vaccine Program

Harry B. Greenberg, M.D. Senior Associate Dean for Research, Stanford University School of Medicine

Philip D. Greenberg, M.D. Professor, Fred Hutchinson Cancer Research Center and Division of Oncology, University of Washington

Elizabeth M. Jaffee, M.D. Professor, Medical Oncology, The Johns Hopkins University School of Medicine

Daniel Portnoy, Ph.D. Professor, Molecular and Cellular Biology and Professor, School of Public Health, University of California, Berkeley

Blood Safety Scientifi c Advisory Board Richard Benjamin, MBChB, Ph.D. (Chair)Chief Medical Offi cer, Biomedical Headquarters, American Red Cross Blood Services, Washington, DC

James P. AuBuchon, M.D., FCAP, FRCP (Edin)Chair of Pathology, Dartmouth-Hitchcock Medical Center

Morris A. Blajchman, M.D., FRCPProfessor, Pathology and Molecular Medicine, McMaster University

Christopher D. Hillyer, M.D.Tenured Professor, Department of Pathology and Laboratory Medicine, Emory University School of Medicine

Paul V. Holland, M.D.Clinical Professor, Medicine, Division of Hematology and Oncology, Department of Internal Medicine, UC Davis Medical Center

Jeffrey McCullough, M.D.Professor, Laboratory Medicine and Pathology and Director, Biomedical Engineering Institute, University of Minnesota Medical School

Paul David Mintz, M.D.Professor, Pathology and Internal Medicine, Director, Division of Clinical Pathology and Director of Clinical Laboratories and Transfusion Services, University of Virginia School of Medicine

Darrell Triulzi, M.D.Medical Director, Institute for Transfusion Medicine, Pittsburgh, PA, Associate Professor, Pathology and Director, Division of Transfusion Medicine, University of Pittsburgh Medical Center

Executive Management, Directors and Scientifi c Advisory Boards

Corporate Headquarters2411 Stanwell Drive Concord, CA 94520 Telephone: (925) 288-6000 Fax: (925) 288-6001 www.cerus.com

Corporate CounselCooley Godward LLP San Francisco, California

Patent CounselMorrison & Foerster LLP Palo Alto, California

AuditorsErnst & Young LLP Palo Alto, California

Registrar and Transfer AgentWells Fargo Bank, N.A. 161 North Concord South St. Paul, Minnesota 55075

Annual Report on Form 10-K A copy of the company’s Annual Report on Form 10-K as fi led with the Securities and Exchange Commission is available without charge on request to:

Investor Relations DepartmentCerus Corporation 2411 Stanwell Drive Concord, California 94520 Telephone: (925) 288-6000

Stock InformationCommon stock, traded on the Nasdaq Stock Market under the symbol: CERS

Annual Meeting of Stockholders9:00 a.m. Monday, June 5th, 2006Cerus Corporation 2411 Stanwell Drive Concord, California 94520

Statements in this annual report regarding future clinical trials, future regulatory fi lings, potential effi cacy of products, potential collaborations, future product development and commercial potential are forward-looking statements that involve risks and uncertainties. Actual results could differ materially from these forward-looking statements as a result of certain factors, including the risks and uncertainty of the timing and results of clinical trials and other development activities, actions by regulatory authorities at any stage of the development process, additional fi nancing activities, performance by partners, manufac-turing, market acceptance of any products, competitive conditions, legal proceedings and other factors discussed in the company’s most recent fi lings with the Securities and Exchange Commission. You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this annual report. The company does not undertake any obligation to update any forward-looking statements as a result of new information, future events, changed assumptions or otherwise.

Cerus, Helinx, INTERCEPT and INTERCEPT Blood System are trademarks of Cerus Corporation.

Corporate Information

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CERUS CORPORATION 2005 ANNUAL REPORT

We do what we do...

COOL SCIENCE. DYNAMIC PEOPLE. PAT IENT FOCUS.

Cerus Corporation 2411 Stanwell Drive, Concord, California 94520 925.288.6000 T 925.288.6001 F www.cerus.com

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