EXHIBIT 10.1

INDEMNITY AGREEMENT

THIS AGREEMENT is made and entered into this ____ day of , 1996 by and between STERITECH, INC., a California corporation (the "Corporation"), and _____________ ("Agent").

RECITALS

WHEREAS, Agent performs a valuable service to the Corporation in his capacity as a director of the Corporation;

WHEREAS, the stockholders of the Corporation have adopted bylaws (the "Bylaws") providing for the indemnification of the directors, officers, employees and other agents of the Corporation, including persons serving at the request of the Corporation in such capacities with other corporations or enterprises, as authorized by the California Corporations Code, as amended (the "Code");

WHEREAS, the Bylaws and the Code, by their non-exclusive nature, permit contracts between the Corporation and its agents, officers, employees and other agents with respect to indemnification of such persons; and

WHEREAS, in order to induce Agent to continue to serve as a director of the Corporation, the Corporation has determined and agreed to enter into this Agreement with Agent;

NOW, THEREFORE, in consideration of Agent's continued service as a director after the date hereof, the parties hereto agree as follows:

AGREEMENT

1. SERVICES TO THE CORPORATION. Agent will serve, at the will of the Corporation or under separate contract, if any such contract exists, as a director of the Corporation or as a director, officer or other fiduciary of an affiliate of the Corporation (including any employee benefit plan of the Corporation) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter documents of the Corporation or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any contractual obligation that Agent may have assumed apart from this Agreement) and that the Corporation or any affiliate shall have no obligation under this Agreement to continue Agent in any such position.

2. INDEMNITY OF AGENT. The Corporation hereby agrees to hold harmless and indemnify Agent to the fullest extent authorized or permitted by the provisions of the Bylaws and the Code, as the same may be amended from time to time (but, only to the extent that such

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amendment permits the Corporation to provide broader indemnification rights than the Bylaws or the Code permitted prior to adoption of such amendment).

3. ADDITIONAL INDEMNITY. In addition to and not in limitation of the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 4 hereof, the Corporation hereby further agrees to hold harmless and indemnify Agent:

(a) against any and all expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay because of any claim or claims made against or by him in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative (including an action by or in the right of the Corporation) to which Agent is, was or at any time becomes a party, or is threatened to be made a party, by reason of the fact that Agent is, was or at any time becomes a director, officer, employee or other agent of Corporation, or is or was serving or at any time serves at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise; and

(b) otherwise to the fullest extent as may be provided to Agent by the Corporation under the non-exclusivity provisions of the Code and
Section 43 of the Bylaws.

4. LIMITATIONS ON ADDITIONAL INDEMNITY. No indemnity pursuant to
Section 3 hereof shall be paid by the Corporation:

(a) on account of any claim against Agent for an accounting of profits made from the purchase or sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal, state or local statutory law;

(b) on account of Agent's conduct that was knowingly fraudulent or deliberately dishonest or that constituted willful misconduct;

(c) on account of Agent's conduct that constituted a breach of Agent's duty of loyalty to the Corporation or resulted in any personal profit or advantage to which Agent was not legally entitled;

(d) for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement;

(e) if indemnification is not lawful (and, in this respect, both the Corporation and Agent have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and

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is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or

(f) in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors of the Corporation, (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant to Section 9 hereof.

5. CONTINUATION OF INDEMNITY. All agreements and obligations of the Corporation contained herein shall continue during the period Agent is a director, officer, employee or other agent of the Corporation (or is or was serving at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Agent shall be subject to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact that Agent was serving in the capacity referred to herein.

6. PARTIAL INDEMNIFICATION. Agent shall be entitled under this Agreement to indemnification by the Corporation for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 hereof even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent is entitled.

7. NOTIFICATION AND DEFENSE OF CLAIM. Not later than thirty (30) days after receipt by Agent of notice of the commencement of any action, suit or proceeding, Agent will, if a claim in respect thereof is to be made against the Corporation under this Agreement, notify the Corporation of the commencement thereof; but the omission so to notify the Corporation will not relieve it from any liability which it may have to Agent otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Agent notifies the Corporation of the commencement thereof:

(a) the Corporation will be entitled to participate therein at its own expense;

(b) except as otherwise provided below, the Corporation may, at its option and jointly with any other indemnifying party similarly notified and electing to assume such defense, assume the defense thereof, with counsel reasonably satisfactory to Agent. After notice from the Corporation to Agent of its election to assume the defense thereof, the Corporation will not be liable to Agent under this Agreement for any legal or other expenses subsequently incurred by Agent in connection with the defense thereof except for reasonable costs of investigation or otherwise as provided below. Agent shall have the right to employ separate counsel in such

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action, suit or proceeding but the fees and expenses of such counsel incurred after notice from the Corporation of its assumption of the defense thereof shall be at the expense of Agent unless (i) the employment of counsel by Agent has been authorized by the Corporation, (ii) Agent shall have reasonably concluded that there may be a conflict of interest between the Corporation and Agent in the conduct of the defense of such action or (iii) the Corporation shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Agent's separate counsel shall be at the expense of the Corporation. The Corporation shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Corporation or as to which Agent shall have made the conclusion provided for in clause (ii) above; and

(c) the Corporation shall not be liable to indemnify Agent under this Agreement for any amounts paid in settlement of any action or claim effected without its written consent, which shall not be unreasonably withheld. The Corporation shall be permitted to settle any action except that it shall not settle any action or claim in any manner which would impose any penalty or limitation on Agent without Agent's written consent, which may be given or withheld in Agent's sole discretion.

8. EXPENSES. The Corporation shall advance, prior to the final disposition of any proceeding, promptly following request therefor, all expenses incurred by Agent in connection with such proceeding upon receipt of an undertaking by or on behalf of Agent to repay said amounts if it shall be determined ultimately that Agent is not entitled to be indemnified under the provisions of this Agreement, the Bylaws, the Code or otherwise.

9. ENFORCEMENT. Any right to indemnification or advances granted by this Agreement to Agent shall be enforceable by or on behalf of Agent in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part, or (ii) no disposition of such claim is made within ninety (90) days of request therefor. Agent, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under Section 3 hereof (other than an action brought to enforce a claim for expenses pursuant to Section 8 hereof, provided that the required undertaking has been tendered to the Corporation) that Agent is not entitled to indemnification because of the limitations set forth in Section 4 hereof. Neither the failure of the Corporation (including its Board of Directors or its stockholders) to have made a determination prior to the commencement of such enforcement action that indemnification of Agent is proper in the circumstances, nor an actual determination by the Corporation (including its Board of Directors or its stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Agent is not entitled to indemnification under this Agreement or otherwise.

10. SUBROGATION. In the event of payment under this Agreement, the Corporation shall be subrogated to the extent of such payment to all of the rights of recovery of Agent, who shall execute all documents required and shall do all acts that may be necessary to secure such rights and to enable the Corporation effectively to bring suit to enforce such rights.

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11. NON-EXCLUSIVITY OF RIGHTS. The rights conferred on Agent by this Agreement shall not be exclusive of any other right which Agent may have or hereafter acquire under any statute, provision of the Corporation's Certificate of Incorporation or Bylaws, agreement, vote of stockholders or directors, or otherwise, both as to action in his official capacity and as to action in another capacity while holding office.

12. SURVIVAL OF RIGHTS.

(a) The rights conferred on Agent by this Agreement shall continue after Agent has ceased to be a director, officer, employee or other agent of the Corporation or to serve at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise and shall inure to the benefit of Agent's heirs, executors and administrators.

(b) The Corporation shall require any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the business or assets of the Corporation, expressly to assume and agree to perform this Agreement in the same manner and to the same extent that the Corporation would be required to perform if no such succession had taken place.

13. SEPARABILITY. Each of the provisions of this Agreement is a separate and distinct agreement and independent of the others, so that if any provision hereof shall be held to be invalid for any reason, such invalidity or unenforceability shall not affect the validity or enforceability of the other provisions hereof. Furthermore, if this Agreement shall be invalidated in its entirety on any ground, then the Corporation shall nevertheless indemnify Agent to the fullest extent provided by the Bylaws, the Code or any other applicable law.

14. ENTIRE AGREEMENT. This Agreement and the agreements referenced herein constitute the entire agreement between the parties hereto pertaining to the subject matter hereof, and any and all other written or oral agreements existing between the parties hereto pertaining to the subject matters hereof are superseded and expressly canceled.

15. GOVERNING LAW. This Agreement shall be interpreted and enforced in accordance with the laws of the State of Delaware.

16. AMENDMENT AND TERMINATION. No amendment, modification, termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto.

17. IDENTICAL COUNTERPARTS. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which together shall constitute but one and the same Agreement. Only one such counterpart need be produced to evidence the existence of this Agreement.

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18. HEADINGS. The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to affect the construction hereof.

19. NOTICES. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given (i) upon delivery if delivered by hand to the party to whom such communication was directed or (ii) upon the third business day after the date on which such communication was mailed if mailed by certified or registered mail with postage prepaid:

(a) If to Agent, at the address indicated on the signature page hereof.

(b) If to the Corporation, to

Steritech, Inc. 2525 Stanwell Drive, Suite 300 Concord, CA 94520

or to such other address as may have been furnished to Agent by the Corporation.

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IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written.

STERITECH, INC.

By:_____________________________________
Name:___________________________________
Title:__________________________________

AGENT

Address:

EXHIBIT 10.2

STERITECH, INC.

1996 EQUITY INCENTIVE PLAN

ADOPTED JULY 24, 1996

APPROVED BY STOCKHOLDERS _______________, 1996

INTRODUCTION.

In January 1992, the Board of Directors adopted the Steritech, Inc. 1992 Stock Option Plan, and it was subsequently amended in March 6, 1996 and April 16, 1996. In July, 1996, the Board of Directors amended and restated the 1992 Stock Option Plan to read as set forth herein.

1. PURPOSES.

(a) The purpose of the Plan is to provide a means by which selected Employees and Directors of and Consultants to the Company and its Affiliates may be given an opportunity to benefit from increases in value of the common stock of the Company ("Common Stock") through the granting of (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) stock bonuses and (iv) rights to purchase restricted stock, and (v) stock appreciation rights, all as defined below.

(b) The Company, by means of the Plan, seeks to retain the services of persons who are now Employees, Directors or Consultants, to secure and retain the services of new Employees, Directors and Consultants, and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Affiliates.

(c) The Company intends that the Stock Awards issued under the Plan shall, in the discretion of the Board or any Committee to which responsibility for administration of the Plan has been delegated pursuant to subsection 3(c), be either (i) Options granted pursuant to Section 6 hereof, including Incentive Stock Options and Nonstatutory Stock Options, or (ii) stock bonuses or rights to purchase restricted stock granted pursuant to Section 7 hereof, or (iii) stock appreciation rights granted pursuant to Section 8 hereof. All Options shall be separately designated Incentive Stock Options or Nonstatutory Stock Options at the time of grant, and in such form as issued pursuant to Section 6, and a separate certificate or certificates will be issued for shares purchased on exercise of each type of Option.

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2. DEFINITIONS.

(a) "AFFILIATE" means any parent corporation or subsidiary corporation, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f) respectively, of the Code.

(b) "BOARD" means the Board of Directors of the Company.

(c) "CODE" means the Internal Revenue Code of 1986, as amended.

(d) "COMMITTEE" means a Committee appointed by the Board in accordance with subsection 3(c) of the Plan.

(e) "COMPANY" means Steritech, Inc., a Delaware corporation.

(f) "CONCURRENT STOCK APPRECIATION RIGHT" OR "CONCURRENT RIGHT" means a right granted pursuant to subsection 8(b)(2) of the Plan.

(g) "CONSULTANT" means any person, including an advisor, engaged by the Company or an Affiliate to render consulting services and who is compensated for such services, provided that the term "Consultant" shall not include Directors who are paid only a director's fee by the Company or who are not compensated by the Company for their services as Directors.

(h) "CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR CONSULTANT" means the employment or relationship as a Director or Consultant is not interrupted or terminated. The Board, in its sole discretion, may determine whether Continuous Status as an Employee, Director or Consultant shall be considered interrupted in the case of: (i) any leave of absence approved by the Board, including sick leave, military leave, or any other personal leave; or (ii) transfers between locations of the Company or between the Company, Affiliates or their successors.

(i) "DIRECTOR" means a member of the Board.

(j) "EMPLOYEE" means any person, including Officers and Directors, employed by the Company or any Affiliate of the Company. Neither service as a Director nor payment of a director's fee by the Company shall be sufficient to constitute "employment" by the Company.

(k) "EXCHANGE ACT" means the Securities Exchange Act of 1934, as amended.

(l) "FAIR MARKET VALUE" means, as of any date, the value of the Common Stock of the Company determined as follows:

(1) If the Common Stock is listed on any established stock exchange, or traded on the Nasdaq National Market or the Nasdaq SmallCap Market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no

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sales were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in Common Stock) on the last market trading day prior to the day of determination, as reported in the Wall Street Journal or such other source as the Board deems reliable;

(2) In the absence of such markets for the Common Stock, the Fair Market Value shall be determined in good faith by the Board.

(m) "INCENTIVE STOCK OPTION" means an Option intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.

(n) "INDEPENDENT STOCK APPRECIATION RIGHT" means a right granted pursuant to subsection 8(b)(3) of the Plan.

(o) "NON-EMPLOYEE DIRECTOR" means a Director who either (i) is not a current Employee or Officer of the Company or its parent or subsidiary, does not receive compensation (directly or indirectly) from the Company or its parent or subsidiary for services rendered as a consultant or in any capacity other than as a Director (except for an amount as to which disclosure would not be required under Item 404(a) of Regulation S-K promulgated pursuant to the Securities Act of 1933 ("Regulation S-K"), does not possess an interest in any other transaction as to which disclosure would be required under Item 404(a) of Regulation S-K, and is not engaged in a business relationship as to which disclosure would be required under Item 404(b) of Regulation S-K; or (ii) is otherwise considered a "non-employee director" for purposes of Rule 16b-3.

(p) "NONSTATUTORY STOCK OPTION" means an Option not intended to qualify as an Incentive Stock Option.

(q) "OFFICER" means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.

(r) "OPTION" means a stock option granted pursuant to the Plan.

(s) "OPTION AGREEMENT" means a written agreement between the Company and an Optionee evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan.

(t) "OPTIONEE" means a person to whom an Option is granted pursuant to the Plan.

(u) "OUTSIDE DIRECTOR" means a Director who either (i) is not a current employee of the Company or an "affiliated corporation" (within the meaning of Treasury regulations promulgated under Section 162(m) of the Code), is not a former employee of the Company or an "affiliated corporation" receiving compensation for prior services (other than benefits under a tax qualified pension plan), was not an officer of the Company or an "affiliated corporation"

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at any time, and is not currently receiving direct or indirect remuneration from the Company or an "affiliated corporation" for services in any capacity other than as a Director, or (ii) is otherwise considered an "outside director" for purposes of Section 162(m) of the Code.

(v) "PLAN" means this Steritech, Inc. 1996 Equity Incentive Plan.

(w) "RULE 16B-3" means Rule 16b-3 of the Exchange Act or any successor to Rule 16b-3, as in effect when discretion is being exercised with respect to the Plan.

(x) "STOCK APPRECIATION RIGHT" means any of the various types of rights which may be granted under Section 8 of the Plan.

(y) "STOCK AWARD" means any right granted under the Plan, including any Option, any stock bonus, and any right to purchase restricted stock.

(z) "STOCK AWARD AGREEMENT" means a written agreement between the Company and a holder of a Stock Award evidencing the terms and conditions of an individual Stock Award grant. Each Stock Award Agreement shall be subject to the terms and conditions of the Plan.

(aa) "TANDEM STOCK APPRECIATION RIGHT" OR "TANDEM RIGHT" means a right granted pursuant to subsection 8(b)(1) of the Plan.

3. ADMINISTRATION.

(a) The Plan shall be administered by the Board unless and until the Board delegates administration to a Committee, as provided in subsection 3(c).

(b) The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

(1) To determine from time to time which of the persons eligible under the Plan shall be granted Stock Awards; when and how each Stock Award shall be granted; whether a Stock Award will be an Incentive Stock Option, a Nonstatutory Stock Option, a stock bonus, a right to purchase restricted stock, a Stock Appreciation Right, or a combination of the foregoing; the provisions of each Stock Award granted (which need not be identical), including the time or times when a person shall be permitted to receive stock pursuant to a Stock Award; whether a person shall be permitted to receive stock upon exercise of an Independent Stock Appreciation Right; and the number of shares with respect to which a Stock Award shall be granted to each such person.

(2) To construe and interpret the Plan and Stock Awards granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan or in any Stock Award Agreement, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

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(3) To amend the Plan or a Stock Award as provided in Section 13.

(4) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company which are not in conflict with the provisions of the Plan.

(c) The Board may delegate administration of the Plan to a committee or committees ("Committee") of one or more persons. In the discretion of the Board, a Committee may consist solely of two or more Outside Directors, in accordance with Code Section 162(m), or solely of two or more Non-Employee Directors, in accordance with Rule 16b-3. If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board (and references in this Plan to the Board shall thereafter be to the Committee), subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan.

4. SHARES SUBJECT TO THE PLAN.

(a) Subject to the provisions of Section 12 relating to adjustments upon changes in stock, the stock that may be issued pursuant to Stock Awards shall not exceed in the aggregate one million, (1,000,000) shares of Common Stock. If any Stock Award shall for any reason expire or otherwise terminate, in whole or in part, without having been exercised in full (or vested in the case of Restricted Stock), the stock not acquired under such Stock Award shall revert to and again become available for issuance under the Plan. Shares subject to Stock Appreciation Rights exercised in accordance with Section 8 of the Plan shall not be available for subsequent issuance under the Plan.

(b) The stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise.

5. ELIGIBILITY.

(a) Incentive Stock Options and Stock Appreciation Rights appurtenant thereto may be granted only to Employees. Stock Awards other than Incentive Stock Options and Stock Appreciation Rights appurtenant thereto may be granted only to Employees, Directors or Consultants.

(b) No person shall be eligible for the grant of an Incentive Stock Option if, at the time of grant, such person owns (or is deemed to own pursuant to
Section 424(d) of the Code) stock possessing more than ten percent (10%) of the total combined voting power of all classes of stock of the Company or of any of its Affiliates unless the exercise price of such Option is at least one hundred ten percent (110%) of the Fair Market Value of such stock at the date of grant and the Option is not exercisable after the expiration of five (5) years from the date of grant.

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(c) Subject to the provisions of Section 12 relating to adjustments upon changes in stock, no person shall be eligible to be granted Options and Stock Appreciation Rights covering more than two hundred fifty thousand (250,000) shares of Common Stock in any calendar year.

6. OPTION PROVISIONS.

Each Option shall be in such form and shall contain such terms and conditions as the Board shall deem appropriate. The provisions of separate Options need not be identical, but each Option shall include (through incorporation of provisions hereof by reference in the Option or otherwise) the substance of each of the following provisions:

(a) TERM. No Option shall be exercisable after the expiration of ten (10) years from the date it was granted.

(b) PRICE. The exercise price of each Incentive Stock Option shall be not less than one hundred percent (100%) of the Fair Market Value of the stock subject to the Option on the date the Option is granted, and the exercise price of each Nonstatutory Stock Option shall be not less than eighty-five percent (85%) of the Fair Market Value of the stock subject to the Option on the date the Option is granted. Notwithstanding the foregoing, an Option may be granted with an exercise price lower than that set forth in the preceding sentence if such Option is granted pursuant to an assumption or substitution for another option in a manner satisfying the provisions of Section 424(a) of the Code.

(c) CONSIDERATION. The purchase price of stock acquired pursuant to an Option shall be paid, to the extent permitted by applicable statutes and regulations, either (i) in cash at the time the Option is exercised, or (ii) at the discretion of the Board or the Committee, at the time of the grant of the Option, (A) by delivery to the Company of other Common Stock of the Company, (B) according to a deferred payment or other arrangement (which may include, without limiting the generality of the foregoing, the use of other Common Stock of the Company) with the person to whom the Option is granted or to whom the Option is transferred pursuant to subsection 6(d), or (C) in any other form of legal consideration that may be acceptable to the Board.

In the case of any deferred payment arrangement, interest shall be payable at least annually and shall be charged at the minimum rate of interest necessary to avoid the treatment as interest, under any applicable provisions of the Code, of any amounts other than amounts stated to be interest under the deferred payment arrangement.

(d) TRANSFERABILITY. An Incentive Stock Option shall not be transferable except by will or by the laws of descent and distribution, and shall be exercisable during the lifetime of the person to whom the Incentive Stock Option is granted only by such person. A Nonstatutory Stock Option may be transferred to the extent provided in the Option Agreement; provided that if the Option Agreement does not expressly permit the transfer of a Nonstatutory Stock Option, the Nonstatutory Stock Option shall not be transferable except by will, by the laws of descent and distribution or pursuant to a domestic relations order satisfying the requirements of Rule

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16b-3, and shall be exercisable during the lifetime of the person to whom the Option is granted only by such person or any transferee pursuant to a domestic relations order. Notwithstanding the foregoing, the person to whom the Option is granted may, by delivering written notice to the Company, in a form satisfactory to the Company, designate a third party who, in the event of the death of the Optionee, shall thereafter be entitled to exercise the Option.

(e) VESTING. The total number of shares of stock subject to an Option may, but need not, be allotted in periodic installments (which may, but need not, be equal). The Option Agreement may provide that from time to time during each of such installment periods, the Option may become exercisable ("vest") with respect to some or all of the shares allotted to that period, and may be exercised with respect to some or all of the shares allotted to such period and/or any prior period as to which the Option became vested but was not fully exercised. The Option may be subject to such other terms and conditions on the time or times when it may be exercised (which may be based on performance or other criteria) as the Board may deem appropriate. The provisions of this subsection 6(e) are subject to any Option provisions governing the minimum number of shares as to which an Option may be exercised.

(f) TERMINATION OF EMPLOYMENT OR RELATIONSHIP AS A DIRECTOR OR CONSULTANT.
In the event an Optionee's Continuous Status as an Employee, Director or Consultant terminates (other than upon the Optionee's death or disability), the Optionee may exercise his or her Option (to the extent that the Optionee was entitled to exercise it at the date of termination) but only within such period of time ending on the earlier of (i) the date three (3) months after the termination of the Optionee's Continuous Status as an Employee, Director or Consultant (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, after termination, the Optionee does not exercise his or her Option within the time specified in the Option Agreement, the Option shall terminate, and the shares covered by such Option shall revert to and again become available for issuance under the Plan.

An Optionee's Option Agreement may also provide that if the exercise of the Option following the termination of the Optionee's Continuous Status as an Employee, Director, or Consultant (other than upon the Optionee's death or disability) would result in liability under Section 16(b) of the Exchange Act, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in the Option Agreement, or (ii) the tenth (10th) day after the last date on which such exercise would result in such liability under
Section 16(b) of the Exchange Act. Finally, an Optionee's Option Agreement may also provide that if the exercise of the Option following the termination of the Optionee's Continuous Status as an Employee, Director or Consultant (other than upon the Optionee's death or disability) would be prohibited at any time solely because the issuance of shares would violate the registration requirements under the Act, then the Option shall terminate on the earlier of (i) the expiration of the term of the Option set forth in the first paragraph of this subsection 6(f), or (ii) the expiration of a period of three (3) months after the termination of the Optionee's Continuous Status as an Employee, Director or Consultant during which the exercise of the Option would not be in violation of such registration requirements.

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(g) DISABILITY OF OPTIONEE. In the event an Optionee's Continuous Status as an Employee, Director or Consultant terminates as a result of the Optionee's disability, the Optionee may exercise his or her Option (to the extent that the Optionee was entitled to exercise it at the date of termination), but only within such period of time ending on the earlier of (i) the date twelve (12) months following such termination (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of the Option as set forth in the Option Agreement. If, at the date of termination, the Optionee is not entitled to exercise his or her entire Option, the shares covered by the unexercisable portion of the Option shall revert to and again become available for issuance under the Plan. If, after termination, the Optionee does not exercise his or her Option within the time specified herein, the Option shall terminate, and the shares covered by such Option shall revert to and again become available for issuance under the Plan.

(h) DEATH OF OPTIONEE. In the event of the death of an Optionee during, or within a period specified in the Option after the termination of, the Optionee's Continuous Status as an Employee, Director or Consultant, the Option may be exercised (to the extent the Optionee was entitled to exercise the Option at the date of death) by the Optionee's estate, by a person who acquired the right to exercise the Option by bequest or inheritance or by a person designated to exercise the option upon the Optionee's death pursuant to subsection 6(d), but only within the period ending on the earlier of (i) the date eighteen (18) months following the date of death (or such longer or shorter period specified in the Option Agreement), or (ii) the expiration of the term of such Option as set forth in the Option Agreement. If, at the time of death, the Optionee was not entitled to exercise his or her entire Option, the shares covered by the unexercisable portion of the Option shall revert to and again become available for issuance under the Plan. If, after death, the Option is not exercised within the time specified herein, the Option shall terminate, and the shares covered by such Option shall revert to and again become available for issuance under the Plan.

(i) EARLY EXERCISE. The Option may, but need not, include a provision whereby the Optionee may elect at any time while an Employee, Director or Consultant to exercise the Option as to any part or all of the shares subject to the Option prior to the full vesting of the Option. Any unvested shares so purchased may be subject to a repurchase right in favor of the Company or to any other restriction the Board determines to be appropriate.

(j) RE-LOAD OPTIONS. Without in any way limiting the authority of the Board or Committee to make or not to make grants of Options hereunder, the Board or Committee shall have the authority (but not an obligation) to include as part of any Option Agreement a provision entitling the Optionee to a further Option (a "Re-Load Option") in the event the Optionee exercises the Option evidenced by the Option agreement, in whole or in part, by surrendering other shares of Common Stock in accordance with this Plan and the terms and conditions of the Option Agreement. Any such Re-Load Option (i) shall be for a number of shares equal to the number of shares surrendered as part or all of the exercise price of such Option; (ii) shall have an expiration date which is the same as the expiration date of the Option the exercise of which gave rise to such Re-Load Option; and (iii) shall have an exercise price which is equal to one hundred percent (100%) of the Fair Market Value of the Common Stock subject to the Re-Load

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Option on the date of exercise of the original Option. Notwithstanding the foregoing, a Re-Load Option which is an Incentive Stock Option and which is granted to a 10% stockholder (as described in subsection 5(c)), shall have an exercise price which is equal to one hundred ten percent (110%) of the Fair Market Value of the stock subject to the Re-Load Option on the date of exercise of the original Option and shall have a term which is no longer than five (5) years.

Any such Re-Load Option may be an Incentive Stock Option or a Nonstatutory Stock Option, as the Board or Committee may designate at the time of the grant of the original Option; provided, however, that the designation of any Re-Load Option as an Incentive Stock Option shall be subject to the one hundred thousand dollars ($100,000) annual limitation on exercisability of Incentive Stock Options described in subsection 12(d) of the Plan and in Section 422(d) of the Code. There shall be no Re-Load Options on a Re-Load Option. Any such ReLoad Option shall be subject to the availability of sufficient shares under subsection 4(a) and shall be subject to such other terms and conditions as the Board or Committee may determine which are not inconsistent with the express provisions of the Plan regarding the terms of Options.

7. TERMS OF STOCK BONUSES AND PURCHASES OF RESTRICTED STOCK.

Each stock bonus or restricted stock purchase agreement shall be in such form and shall contain such terms and conditions as the Board or the Committee shall deem appropriate. The terms and conditions of stock bonus or restricted stock purchase agreements may change from time to time, and the terms and conditions of separate agreements need not be identical, but each stock bonus or restricted stock purchase agreement shall include (through incorporation of provisions hereof by reference in the agreement or otherwise) the substance of each of the following provisions as appropriate:

(a) PURCHASE PRICE. The purchase price under each restricted stock purchase agreement shall be such amount as the Board or Committee shall determine and designate in such agreement but in no event shall the purchase price be less than eighty-five percent (85%) of the stock's Fair Market Value on the date such award is made. Notwithstanding the foregoing, the Board or the Committee may determine that eligible participants in the Plan may be awarded stock pursuant to a stock bonus agreement in consideration for past services actually rendered to the Company for its benefit.

(b) TRANSFERABILITY. No rights under a stock bonus or restricted stock purchase agreement shall be transferable except by will or the laws of descent and distribution or, if the agreement so provides, pursuant to a domestic relations order satisfying the requirements of Rule 16b-3, so long as stock awarded under such agreement remains subject to the terms of the agreement.

(c) CONSIDERATION. The purchase price of stock acquired pursuant to a stock purchase agreement shall be paid either: (i) in cash at the time of purchase; (ii) at the discretion of the Board or the Committee, according to a deferred payment or other arrangement with the person to whom the stock is sold; or (iii) in any other form of legal consideration that may be

9.

acceptable to the Board or the Committee in its discretion. Notwithstanding the foregoing, the Board or the Committee to which administration of the Plan has been delegated may award stock pursuant to a stock bonus agreement in consideration for past services actually rendered to the Company or for its benefit.

(d) VESTING. Shares of stock sold or awarded under the Plan may, but need not, be subject to a repurchase option in favor of the Company in accordance with a vesting schedule to be determined by the Board or the Committee.

(e) TERMINATION OF CONTINUOUS STATUS AS AN EMPLOYEE, DIRECTOR OR
CONSULTANT. In the event a Participant's Continuous Status as an Employee, Director or Consultant terminates, the Company may repurchase or otherwise reacquire any or all of the shares of stock held by that person which have not vested as of the date of termination under the terms of the stock bonus or restricted stock purchase agreement between the Company and such person.

8. STOCK APPRECIATION RIGHTS.

(a) The Board or Committee shall have full power and authority, exercisable in its sole discretion, to grant Stock Appreciation Rights under the Plan to Employees and Consultants. To exercise any outstanding Stock Appreciation Right, the holder must provide written notice of exercise to the Company in compliance with the provisions of the Stock Award Agreement evidencing such right. If a Stock Appreciation Right is granted to an individual who is at the time subject to Section 16(b) of the Exchange Act (a "Section
16(b) Insider"), the Stock Award Agreement of grant shall incorporate all the terms and conditions at the time necessary to assure that the subsequent exercise of such right shall qualify for the safe-harbor exemption from short-swing profit liability provided by Rule 16b-3 promulgated under the Exchange Act (or any successor rule or regulation). Except as provided in subsection 5(d), no limitation shall exist on the aggregate amount of cash payments the Company may make under the Plan in connection with the exercise of a Stock Appreciation Right.

(b) Three types of Stock Appreciation Rights shall be authorized for issuance under the Plan:

(1) TANDEM STOCK APPRECIATION RIGHTS. Tandem Stock Appreciation Rights will be granted appurtenant to an Option, and shall, except as specifically set forth in this Section 8, be subject to the same terms and conditions applicable to the particular Option grant to which it pertains. Tandem Stock Appreciation Rights will require the holder to elect between the exercise of the underlying Option for shares of stock and the surrender, in whole or in part, of such Option for an appreciation distribution. The appreciation distribution payable on the exercised Tandem Right shall be in cash (or, if so provided, in an equivalent number of shares of stock based on Fair Market Value on the date of the Option surrender) in an amount up to the excess of (A) the Fair Market Value (on the date of the Option surrender) of the number of shares of stock covered by that portion of the surrendered Option in which the Optionee is vested over (B) the aggregate exercise price payable for such vested shares.

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(2) CONCURRENT STOCK APPRECIATION RIGHTS. Concurrent Rights will be granted appurtenant to an Option and may apply to all or any portion of the shares of stock subject to the underlying Option and shall, except as specifically set forth in this Section 8, be subject to the same terms and conditions applicable to the particular Option grant to which it pertains. A Concurrent Right shall be exercised automatically at the same time the underlying Option is exercised with respect to the particular shares of stock to which the Concurrent Right pertains. The appreciation distribution payable on an exercised Concurrent Right shall be in cash (or, if so provided, in an equivalent number of shares of stock based on Fair Market Value on the date of the exercise of the Concurrent Right) in an amount equal to such portion as shall be determined by the Board or the Committee at the time of the grant of the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the Concurrent Right) of the vested shares of stock purchased under the underlying Option which have Concurrent Rights appurtenant to them over (B) the aggregate exercise price paid for such shares.

(3) INDEPENDENT STOCK APPRECIATION RIGHTS. Independent Rights will be granted independently of any Option and shall, except as specifically set forth in this Section 8, be subject to the same terms and conditions applicable to Nonstatutory Stock Options as set forth in Section 6. They shall be denominated in share equivalents. The appreciation distribution payable on the exercised Independent Right shall be not greater than an amount equal to the excess of (A) the aggregate Fair Market Value (on the date of the exercise of the Independent Right) of a number of shares of Company stock equal to the number of share equivalents in which the holder is vested under such Independent Right, and with respect to which the holder is exercising the Independent Right on such date, over (B) the aggregate Fair Market Value (on the date of the grant of the Independent Right) of such number of shares of Company stock. The appreciation distribution payable on the exercised Independent Right shall be in cash or, if so provided, in an equivalent number of shares of stock based on Fair Market Value on the date of the exercise of the Independent Right.

9. CANCELLATION AND RE-GRANT OF OPTIONS.

(a) The Board or the Committee shall have the authority to effect, at any time and from time to time, (i) the repricing of any outstanding Options and/or any Stock Appreciation Rights under the Plan and/or (ii) with the consent of any adversely affected holders of Options and/or Stock Appreciation Rights, the cancellation of any outstanding Options and/or any Stock Appreciation Rights under the Plan and the grant in substitution therefor of new Options and/or Stock Appreciation Rights under the Plan covering the same or different numbers of shares of stock, but having an exercise price per share not less than:
eighty-five percent (85%) of the Fair Market Value for a Nonstatutory Stock Option, one hundred percent (100%) of the Fair Market Value in the case of an Incentive Stock Option or, in the case of an Incentive Stock Option held by a 10% stockholder (as described in subsection 5(b)), not less than one hundred ten percent (110%) of the Fair Market Value per share of stock on the new grant date. Notwithstanding the foregoing, the Board or the Committee may grant an Option and/or Stock Appreciation Right with an exercise price lower than that set forth above if such Option and/or Stock Appreciation Right is granted as part of a transaction to which section 424(a) of the Code applies.

11.

(b) Shares subject to an Option or Stock Appreciation Right canceled under this Section 9 shall continue to be counted against the maximum award of Options and Stock Appreciation Rights permitted to be granted pursuant to subsection 5(c) of the Plan. The repricing of an Option and/or Stock Appreciation Right under this Section 9, resulting in a reduction of the exercise price, shall be deemed to be a cancellation of the original Option and/or Stock Appreciation Right and the grant of a substitute Option and/or Stock Appreciation Right; in the event of such repricing, both the original and the substituted Options and Stock Appreciation Rights shall be counted against the maximum awards of Options and Stock Appreciation Rights permitted to be granted pursuant to subsection 5(c) of the Plan. The provisions of this subsection 9(b) shall be applicable only to the extent required by Section 162(m) of the Code.

10. COVENANTS OF THE COMPANY.

(a) During the terms of the Stock Awards, the Company shall keep available at all times the number of shares of stock required to satisfy such Stock Awards.

(b) The Company shall seek to obtain from each regulatory commission or agency having jurisdiction over the Plan such authority as may be required to issue and sell shares under Stock Awards; provided, however, that this undertaking shall not require the Company to register under the Securities Act of 1933, as amended (the "Securities Act") either the Plan, any Stock Award or any stock issued or issuable pursuant to any such Stock Award. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell stock upon exercise of such Stock Awards unless and until such authority is obtained.

11. USE OF PROCEEDS FROM STOCK.

Proceeds from the sale of stock pursuant to Stock Awards shall constitute general funds of the Company.

12. MISCELLANEOUS.

(a) The Board shall have the power to accelerate the time at which a Stock Award may first be exercised or the time during which a Stock Award or any part thereof will vest pursuant to subsection 6(e), 7(d) or 8(b), notwithstanding the provisions in the Stock Award stating the time at which it may first be exercised or the time during which it will vest.

(b) Neither an Employee, Director nor a Consultant nor any person to whom a Stock Award is transferred in accordance with the Plan shall be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares subject to such Stock Award unless and until such person has satisfied all requirements for exercise of the Stock Award pursuant to its terms.

12.

(c) Nothing in the Plan or any instrument executed or Stock Award granted pursuant thereto shall confer upon any Employee, Consultant or other holder of Stock Awards any right to continue in the employ of the Company or any Affiliate, or to continue serving as a Consultant and Director, or shall affect the right of the Company or any Affiliate to terminate the employment of any Employee with or without notice and with or without cause, or the right to terminate the relationship of any Consultant pursuant to the terms of such Consultant's agreement with the Company or Affiliate or service as a Director pursuant to the Company's By-Laws.

(d) To the extent that the aggregate Fair Market Value (determined at the time of grant) of stock with respect to which Incentive Stock Options are exercisable for the first time by any Optionee during any calendar year under all plans of the Company and its Affiliates exceeds one hundred thousand dollars ($100,000), the Options or portions thereof which exceed such limit (according to the order in which they were granted) shall be treated as Nonstatutory Stock Options.

(e) The Company may require any person to whom a Stock Award is granted, or any person to whom a Stock Award is transferred in accordance with the Plan, as a condition of exercising or acquiring stock under any Stock Award, (1) to give written assurances satisfactory to the Company as to such person's knowledge and experience in financial and business matters and/or to employ a purchaser representative reasonably satisfactory to the Company who is knowledgeable and experienced in financial and business matters, and that he or she is capable of evaluating, alone or together with the purchaser representative, the merits and risks of exercising the Stock Award; and (2) to give written assurances satisfactory to the Company stating that such person is acquiring the stock subject to the Stock Award for such person's own account and not with any present intention of selling or otherwise distributing the stock. The foregoing requirements, and any assurances given pursuant to such requirements, shall be inoperative if (i) the issuance of the shares upon the exercise or acquisition of stock under the Stock Award has been registered under a then currently effective registration statement under the Securities Act, or
(ii) as to any particular requirement, a determination is made by counsel for the Company that such requirement need not be met in the circumstances under the then applicable securities laws. The Company may, upon advice of counsel to the Company, place legends on stock certificates issued under the Plan as such counsel deems necessary or appropriate in order to comply with applicable securities laws, including, but not limited to, legends restricting the transfer of the stock.

(f) To the extent provided by the terms of a Stock Award Agreement, the person to whom a Stock Award is granted may satisfy any federal, state or local tax withholding obligation relating to the exercise or acquisition of stock under a Stock Award by any of the following means or by a combination of such means: (1) tendering a cash payment; (2) authorizing the Company to withhold shares from the shares of the Common Stock otherwise issuable to the participant as a result of the exercise or acquisition of stock under the Stock Award; or
(3) delivering to the Company owned and unencumbered shares of the Common Stock of the Company.

13.

13. ADJUSTMENTS UPON CHANGES IN STOCK.

(a) If any change is made in the stock subject to the Plan, or subject to any Stock Award, without the receipt of consideration by the Company (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), the Plan will be appropriately adjusted in the class(es) and maximum number of shares subject to the Plan pursuant to subsection 4(a) and the maximum number of shares subject to award to any person during any calendar year pursuant to subsection 5(c), and the outstanding Stock Awards will be appropriately adjusted in the class(es) and number of shares and price per share of stock subject to such outstanding Stock Awards. Such adjustments shall be made by the Board or the Committee, the determination of which shall be final, binding and conclusive. (The conversion of any convertible securities of the Company shall not be treated as a "transaction not involving the receipt of consideration by the Company".)

(b) In the event of: (1) a dissolution, liquidation or sale of substantially all of the assets of the Company; (2) a merger or consolidation in which the Company is not the surviving corporation; or (3) a reverse merger in which the Company is the surviving corporation but the shares of the Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise, then to the extent permitted by applicable law: (i) any surviving corporation or an Affiliate of such surviving corporation shall assume any Stock Awards outstanding under the Plan or shall substitute similar Stock Awards for those outstanding under the Plan, or (ii) such Stock Awards shall continue in full force and effect. In the event any surviving corporation and its Affiliates refuse to assume or continue such Stock Awards, or to substitute similar options for those outstanding under the Plan, then, with respect to Stock Awards held by persons then performing services as Employees, Directors or Consultants, the time during which such Stock Awards may be exercised shall be accelerated and the Stock Awards terminated if not exercised prior to such event.

14. AMENDMENT OF THE PLAN AND STOCK AWARDS.

(a) The Board at any time, and from time to time, may amend the Plan. However, except as provided in Section 13 relating to adjustments upon changes in stock, no amendment shall be effective unless approved by the stockholders of the Company to the extent stockholder is necessary for the Plan to satisfy the requirements of Section 422 of the Code, Rule 16b-3 or any Nasdaq or securities exchange listing requirements.

(b) The Board may in its sole discretion submit any other amendment to the Plan for stockholder approval, including, but not limited to, amendments to the Plan intended to satisfy the requirements of Section 162(m) of the Code and the regulations thereunder regarding the exclusion of performance-based compensation from the limit on corporate deductibility of compensation paid to certain executive officers.

14.

(c) It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible Employees, Directors or Consultants with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to Incentive Stock Options and/or to bring the Plan and/or Incentive Stock Options granted under it into compliance therewith.

(d) Rights and obligations under any Stock Award granted before amendment of the Plan shall not be impaired by any amendment of the Plan unless (i) the Company requests the consent of the person to whom the Stock Award was granted and (ii) such person consents in writing.

(e) The Board at any time, and from time to time, may amend the terms of any one or more Stock Award; provided, however, that the rights and obligations under any Stock Award shall not be impaired by any such amendment unless (i) the Company requests the consent of the person to whom the Stock Award was granted and (ii) such person consents in writing.

15. TERMINATION OR SUSPENSION OF THE PLAN.

(a) The Board may suspend or terminate the Plan at any time. Unless sooner terminated, the Plan shall terminate ten (10) years from the date the Plan is adopted by the Board or approved by the stockholders of the Company, whichever is earlier. No Stock Awards may be granted under the Plan while the Plan is suspended or after it is terminated.

(b) Rights and obligations under any Stock Award granted while the Plan is in effect shall not be impaired by suspension or termination of the Plan, except with the consent of the person to whom the Stock Award was granted.

16. EFFECTIVE DATE OF PLAN.

This amendment and restatement of the Plan shall become effective on the date of closing of the initial public offering pursuant to an effective registration statement covering the offer and sale of Common Stock to the public, but no Stock Awards granted under the Plan shall be exercised unless and until the Plan has been approved by the stockholders of the Company, which approval shall be within twelve (12) months before or after the date the Plan is adopted by the Board.

EXHIBIT 10.3

INCENTIVE STOCK OPTION

_________________________, Optionee:

Steritech, Inc. (the "Company"), pursuant to its 1996 Equity Incentive Plan (the "Plan"), has granted to you, the optionee named above, an option to purchase shares of the common stock of the Company ("Common Stock"). This option is intended to qualify as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

The details of your option are as follows:

1. TOTAL NUMBER OF SHARES SUBJECT TO THIS OPTION. The total number of shares of Common Stock subject to this option is ____________________ (__________).

2. VESTING. Subject to the limitations contained herein, __________ [fraction or percentage (e.g., 25% or 12/48ths)] of the shares will vest (become exercisable) on ____________, 19__ and __________ of the shares will then vest each [month/year] thereafter until either (i) you cease to provide services to the Company for any reason, or (ii) this option becomes fully vested.

3. EXERCISE PRICE AND METHOD OF PAYMENT.

(A) EXERCISE PRICE. The exercise price of this option is ___________ ($___________) per share, being not less than the fair market value of the Common Stock on the date of grant of this option.

(B) METHOD OF PAYMENT. Payment of the exercise price per share is due in full upon exercise of all or any part of each installment which has accrued to you. You may elect, to the extent permitted by applicable statutes and regulations, to make payment of the exercise price under one of the following alternatives:

(I) Payment of the exercise price per share in cash (including check) at the time of exercise; or

(II) Payment pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board which, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds.

4. WHOLE SHARES. This option may not be exercised for any number of shares which would require the issuance of anything other than whole shares.

1.

5. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary contained herein, this option may not be exercised unless the shares issuable upon exercise of this option are then registered under the Act or, if such shares are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Act.

6. TERM. The term of this option commences on __________, 19__, the date of grant, and expires on _____________________ (the "Expiration Date," which date shall be no more than ten (10) years from the date this option is granted), unless this option expires sooner as set forth below or in the Plan. In no event may this option be exercised on or after the Expiration Date. This option shall terminate prior to the Expiration Date as follows: three (3) months after the termination of your Continuous Status as an Employee, Director or Consultant with the Company or an Affiliate of the Company unless one of the following circumstances exists:

(A) Your termination of Continuous Status as an Employee, Director or Consultant is due to your disability. This option will then expire on the earlier of the Expiration Date set forth above or twelve (12) months following such termination of Continuous Status as an Employee, Director or Consultant. You should be aware that if your disability is not considered a permanent and total disability within the meaning of Section 422(c)(6) of the Code, and you exercise this option more than three (3) months following the date of your termination of employment, your exercise will be treated for tax purposes as the exercise of a "nonstatutory stock option" instead of an "incentive stock option."

(B) Your termination of Continuous Status as an Employee, Director or Consultant is due to your death or your death occurs within _________ [days/months] following your termination of Continuous Status as an Employee, Director or Consultant for any other reason. This option will then expire on the earlier of the Expiration Date set forth above or eighteen (18) months after your death.

(C) If during any part of such _________ [day/month] period you may not exercise your option solely because of the condition set forth in paragraph 5 above, then your option will not expire until the earlier of the Expiration Date set forth above or until this option shall have been exercisable for an aggregate period of three (3) months after your termination of Continuous Status as an Employee, Director or Consultant.

(D) If your exercise of the option following termination of your Continuous Status as an Employee, Director or Consultant with the Company or with an Affiliate of the Company would result in liability under section 16(b) of the Securities Exchange Act of 1934, then your option will expire on the earlier of (i) the Expiration Date set forth above, (ii) the tenth
(10th) day after the last date upon which exercise would result in such liability or (iii) six (6) months and ten (10) days after the termination of your Continuous Status as an Employee, Director or Consultant with the Company or an Affiliate of the Company.

2.

However, this option may be exercised following termination of Continuous Status of an Employee, Director or Consultant only as to that number of shares as to which it was exercisable on the date of termination of Continuous Status of an Employee, Director or Consultant under the provisions of paragraph 2 of this option.

In order to obtain the federal income tax advantages associated with an "incentive stock option," the Code requires that at all times beginning on the date of grant of the option and ending on the day three (3) months before the date of the option's exercise, you must be an employee of the Company or an Affiliate of the Company, except in the event of your death or permanent and total disability. The Company has provided for continued vesting or extended exercisability of your option under certain circumstances for your benefit, but cannot guarantee that your option will necessarily be treated as an "incentive stock option" if you provide services to the Company or an Affiliate of the Company as a consultant or exercise your option more than three (3) months after the date your employment with the Company and all Affiliates of the Company terminates.

7. REPRESENTATIONS. By executing this option agreement, you hereby warrant and represent that you are acquiring this option for your own account and that you have no intention of distributing, transferring or selling all or any part of this option except in accordance with the terms of this option agreement.

8. EXERCISE.

(A) This option may be exercised, to the extent specified above, by delivering a notice of exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require.

(B) By exercising this option you agree that:

(I) as a precondition to the completion of any exercise of this option, the Company may require you to enter an arrangement providing for the payment by you to the Company of any tax withholding obligation of the Company arising by reason of (A) the exercise of this option; (B) the lapse of any substantial risk of forfeiture to which the shares are subject at the time of exercise; or (C) the disposition of shares acquired upon such exercise;

(II) you will notify the Company in writing within fifteen (15) days after the date of any disposition of any of the shares of the Common Stock issued upon exercise of this option that occurs within two
(2) years after the date of this option grant or within one (1) year after such shares of Common Stock are transferred upon exercise of this option; and

3.

(III) the Company (or a representative of the underwriters) may, in connection with the first underwritten registration of the offering of any securities of the Company under the Act, require that you not sell or otherwise transfer or dispose of any shares of Common Stock or other securities of the Company during such period (not to exceed one hundred eighty
(180) days) following the effective date (the "Effective Date") of the registration statement of the Company filed under the Act as may be requested by the Company or the representative of the underwriters. You further agree that the Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period.

9. TRANSFERABILITY. This option is not transferable, except by will or by the laws of descent and distribution, and is exercisable during your life only by you. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to exercise this option.

10. OPTION NOT A SERVICE CONTRACT. This option is not an employment contract and nothing in this option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company, or of the Company to continue your employment with the Company. In addition, nothing in this option shall obligate the Company or any Affiliate of the Company, or their respective stockholders, Board of Directors, officers or employees to continue any relationship which you might have as a Director or Consultant for the Company or Affiliate of the Company.

11. NOTICES. Any notices provided for in this option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the address specified below or at such other address as you hereafter designate by written notice to the Company.

12. GOVERNING PLAN DOCUMENT. This option is subject to all the provisions of the Plan, a copy of which is attached hereto and its provisions are hereby made a part of this option, including without limitation the provisions of Section 6 of the Plan relating to option provisions, and is further subject to all interpretations, amendments, rules and regulations which

4.

may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of this option and those of the Plan, the provisions of the Plan shall control.

Dated the ____ day of __________________, 19__.

Very truly yours,

By__________________________________

Duly authorized on behalf of the
Board of Directors

ATTACHMENTS:

Company's 1996 Equity Incentive Plan

Notice of Exercise

5.

The undersigned:

(A) Acknowledges receipt of the foregoing option and the attachments referenced therein and understands that all rights and liabilities with respect to this option are set forth in the option and the Plan; and

(B) Acknowledges that as of the date of grant of this option, it sets forth the entire understanding between the undersigned optionee and the Company and its Affiliates regarding the acquisition of stock in the Company and supersedes all prior oral and written agreements on that subject with the exception of (i) the options previously granted and delivered to the undersigned under stock option plans of the Company, and (ii) the following agreements only:

NONE   ________________________
       (Initial)

OTHER  ________________________

       ________________________

       ________________________


                                             __________________________
                                             OPTIONEE

                                             Address:__________________

                                                     __________________

EXHIBIT 10.4

NONSTATUTORY STOCK OPTION

________________________, Optionee:

Steritech, Inc. (the "Company"), pursuant to its 1996 Equity Incentive Plan (the "Plan"), has granted to you, the optionee named above, an option to purchase shares of the common stock of the Company ("Common Stock"). This option is not intended to qualify and will not be treated as an "incentive stock option" within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").

The details of your option are as follows:

1. TOTAL NUMBER OF SHARES SUBJECT TO THIS OPTION. The total number of shares of Common Stock subject to this option is ___________________ (_______).

2. VESTING. Subject to the limitations contained herein, __________ [fraction or percentage (e.g., 25% or 12/48ths)] of the shares will vest (become exercisable) on ____________, 19__ and __________ of the shares will then vest each ____________ [month/year] thereafter until either (i) you cease to provide services to the Company for any reason, or (ii) this option becomes fully vested.

3. EXERCISE PRICE AND METHOD OF PAYMENT.

(A) EXERCISE PRICE. The exercise price of this option is _________________ ($____________) per share, being not less than 85% of the fair market value of the Common Stock on the date of grant of this option.

(B) METHOD OF PAYMENT. Payment of the exercise price per share is due in full upon exercise of all or any part of each installment which has accrued to you. You may elect, to the extent permitted by applicable statutes and regulations, to make payment of the exercise price under one of the following alternatives:

(I) Payment of the exercise price per share in cash (including check) at the time of exercise; or

(II) Payment pursuant to a program developed under Regulation T as promulgated by the Federal Reserve Board which, prior to the issuance of Common Stock, results in either the receipt of cash (or check) by the Company or the receipt of irrevocable instructions to pay the aggregate exercise price to the Company from the sales proceeds.

4. WHOLE SHARES. This option may not be exercised for any number of shares which would require the issuance of anything other than whole shares.

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5. SECURITIES LAW COMPLIANCE. Notwithstanding anything to the contrary contained herein, this option may not be exercised unless the shares issuable upon exercise of this option are then registered under the Act or, if such shares are not then so registered, the Company has determined that such exercise and issuance would be exempt from the registration requirements of the Act.

6. TERM. The term of this option commences on ___________, 19__, the date of grant, and expires on _____________________ (the "Expiration Date," which date shall be no more than ten (10) years from the date this option is granted), unless this option expires sooner as set forth below or in the Plan. In no event may this option be exercised on or after the Expiration Date. This option shall terminate prior to the Expiration Date as follows: three (3) months after the termination of your Continuous Status as an Employee, Director or Consultant with the Company or an Affiliate of the Company (as defined in the Plan) for any reason or for no reason unless:

(A) such termination of Continuous Status as an Employee, Director or Consultant is due to your disability, in which event the option shall expire on the earlier of the Expiration Date set forth above or twelve
(12) months following such termination of Continuous Status as an Employee, Director or Consultant; or

(B) such termination of Continuous Status as an Employee, Director or Consultant is due to your death or your death occurs within ________
[days/months] following your termination for any other reason, in which event the option shall expire on the earlier of the Expiration Date set forth above or eighteen (18) months after your death; or

(C) during any part of such _________ [day/month] period the option is not exercisable solely because of the condition set forth in paragraph 5 above, in which event the option shall not expire until the earlier of the Expiration Date set forth above or until it shall have been exercisable for an aggregate period of three (3) months after the termination of Continuous Status as an Employee, Director or Consultant; or

(D) exercise of the option within following termination of your Continuous Status as an Employee, Director or Consultant with the Company or with an Affiliate would result in liability under section 16(b) of the Securities Exchange Act of 1934 (the "Exchange Act"), in which case the option will expire on the earlier of (i) the Expiration Date set forth above,
(ii) the tenth (10th) day after the last date upon which exercise would result in such liability or (iii) six (6) months and ten (10) days after the termination of your Continuous Status as an Employee, Director or Consultant with the Company or an Affiliate.

However, this option may be exercised following termination of Continuous Status as an Employee, Director or Consultant only as to that number of shares as to which it was exercisable on the date of termination of Continuous Status as an Employee, Director or Consultant under the provisions of paragraph 2 of this option.

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7. REPRESENTATION. By executing this option agreement, you hereby warrant and represent that you are acquiring this option for your own account and that you have no intention of distributing, transferring or selling all or any part of this option except in accordance with the terms of this option agreement.

8. EXERCISE.

(A) This option may be exercised, to the extent specified above, by delivering a notice of exercise (in a form designated by the Company) together with the exercise price to the Secretary of the Company, or to such other person as the Company may designate, during regular business hours, together with such additional documents as the Company may then require.

(B) By exercising this option you agree that:

(I) as a precondition to the completion of any exercise of this option, the Company may require you to enter an arrangement providing for the cash payment by you to the Company of any tax withholding obligation of the Company arising by reason of: (1) the exercise of this option;
(2) the lapse of any substantial risk of forfeiture to which the shares are subject at the time of exercise; or (3) the disposition of shares acquired upon such exercise. You also agree that any exercise of this option has not been completed and that the Company is under no obligation to issue any Common Stock to you until such an arrangement is established or the Company's tax withholding obligations are satisfied, as determined by the Company; and

(II) the Company (or a representative of the underwriters) may, in connection with the first underwritten registration of the offering of any securities of the Company under the Act, require that you not sell or otherwise transfer or dispose of any shares of Common Stock or other securities of the Company during such period (not to exceed one hundred eighty
(180) days) following the effective date (the "Effective Date") of the registration statement of the Company filed under the Act as may be requested by the Company or the representative of the underwriters. You further agree that the Company may impose stop-transfer instructions with respect to securities subject to the foregoing restrictions until the end of such period.

9. TRANSFERABILITY. This option is not transferable, except by will or by the laws of descent and distribution or pursuant to a domestic relations order satisfying the requirements of Rule 16b-3 (a "QDRO"), and is exercisable during your life only by you or a transferee pursuant to a QDRO. Notwithstanding the foregoing, by delivering written notice to the Company, in a form satisfactory to the Company, you may designate a third party who, in the event of your death, shall thereafter be entitled to exercise this option.

10. OPTION NOT A SERVICE CONTRACT. This option is not an employment contract and nothing in this option shall be deemed to create in any way whatsoever any obligation on your part to continue in the employ of the Company, or of the Company to continue your

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employment with the Company. In addition, nothing in this option shall obligate the Company or any Affiliate, or their respective stockholders, Board of Directors, officers or employees to continue any relationship which you might have as a Director or Consultant for the Company or Affiliate.

11. NOTICES. Any notices provided for in this option or the Plan shall be given in writing and shall be deemed effectively given upon receipt or, in the case of notices delivered by the Company to you, five (5) days after deposit in the United States mail, postage prepaid, addressed to you at the address specified below or at such other address as you hereafter designate by written notice to the Company.

12. GOVERNING PLAN DOCUMENT. This option is subject to all the provisions of the Plan, a copy of which is attached hereto and its provisions are hereby made a part of this option, including without limitation the provisions of Section 6 of the Plan relating to option provisions, and is further subject to all interpretations, amendments, rules and regulations which may from time to time be promulgated and adopted pursuant to the Plan. In the event of any conflict between the provisions of this option and those of the Plan, the provisions of the Plan shall control.

Dated the ____ day of __________________, 19__.

Very truly yours,

By_____________________________________________ Duly authorized on behalf of the Board of Directors

ATTACHMENTS:

Company's 1996 Equity Incentive Plan

Notice of Exercise

4.

The undersigned:

(A) Acknowledges receipt of the foregoing option and the attachments referenced therein and understands that all rights and liabilities with respect to this option are set forth in the option and the Plan; and

(B) Acknowledges that as of the date of grant of this option, it sets forth the entire understanding between the undersigned optionee and the Company and its Affiliates regarding the acquisition of stock in the Company and supersedes all prior oral and written agreements on that subject with the exception of (i) the options previously granted and delivered to the undersigned under stock option plans of the Company, and (ii) the following agreements only:

NONE _______________________

(Initial)

OTHER _______________________

Address:__________________________________

EXHIBIT 10.5

STERITECH, INC.

EMPLOYEE STOCK PURCHASE PLAN

ADOPTED JULY 24, 1996

APPROVED BY STOCKHOLDERS _____________, 1996

1. PURPOSE.

(A) The purpose of the Employee Stock Purchase Plan (the "Plan")
is to provide a means by which employees of Steritech, Inc., a California corporation (the "Company"), and its Affiliates, as defined in subparagraph
1(b), which are designated as provided in subparagraph 2(b), may be given an opportunity to purchase stock of the Company.

(B) The word "Affiliate" as used in the Plan means any parent corporation or subsidiary corporation of the Company, as those terms are defined in Sections 424(e) and (f), respectively, of the Internal Revenue Code of 1986, as amended (the "Code").

(C) The Company, by means of the Plan, seeks to retain the services of its employees, to secure and retain the services of new employees, and to provide incentives for such persons to exert maximum efforts for the success of the Company.

(D) The Company intends that the rights to purchase stock of the Company granted under the Plan be considered options issued under an "employee stock purchase plan" as that term is defined in Section 423(b) of the Code.

2. ADMINISTRATION.

(A) The Plan shall be administered by the Board of Directors (the "Board") of the Company unless and until the Board delegates administration to a Committee, as provided in subparagraph 2(c). Whether or not the Board has delegated administration, the Board shall have the final power to determine all questions of policy and expediency that may arise in the administration of the Plan.

(B) The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:

(I) To determine when and how rights to purchase stock of the Company shall be granted and the provisions of each offering of such rights (which need not be identical).

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(II) To designate from time to time which Affiliates of the Company shall be eligible to participate in the Plan.

(III) To construe and interpret the Plan and rights granted under it, and to establish, amend and revoke rules and regulations for its administration. The Board, in the exercise of this power, may correct any defect, omission or inconsistency in the Plan, in a manner and to the extent it shall deem necessary or expedient to make the Plan fully effective.

(IV) To amend the Plan as provided in paragraph 13.

(V) Generally, to exercise such powers and to perform such acts as the Board deems necessary or expedient to promote the best interests of the Company and its Affiliates and to carry out the intent that the Plan be treated as an "employee stock purchase plan" within the meaning of
Section 423 of the Code.

(C) The Board may delegate administration of the Plan to a committee comprised of one or more persons (the "Committee"), which may be constituted in accordance with Rule 16b-3 under the Securities Exchange Act of 1934 (the "Exchange Act" and "Rule 16b-3"). If administration is delegated to a Committee, the Committee shall have, in connection with the administration of the Plan, the powers theretofore possessed by the Board, subject, however, to such resolutions, not inconsistent with the provisions of the Plan, as may be adopted from time to time by the Board. The Board may abolish the Committee at any time and revest in the Board the administration of the Plan.

3. SHARES SUBJECT TO THE PLAN.

(A) Subject to the provisions of paragraph 12 relating to adjustments upon changes in stock, the stock that may be sold pursuant to rights granted under the Plan shall not exceed in the aggregate ONE HUNDRED FIFTY THOUSAND (150,000) shares of the Company's common stock (the "Common Stock"). If any right granted under the Plan shall for any reason terminate without having been exercised, the Common Stock not purchased under such right shall again become available for the Plan.

(B) The stock subject to the Plan may be unissued shares or reacquired shares, bought on the market or otherwise.

4. GRANT OF RIGHTS; OFFERING.

The Board or the Committee may from time to time grant or provide for the grant of rights to purchase Common Stock of the Company under the Plan to eligible employees (an "Offering") on a date or dates (the "Offering Date(s)") selected by the Board or the Committee. Each Offering shall be in such form and shall contain such terms and conditions as the Board or the Committee shall deem appropriate, which shall comply with the requirements of Section 423(b)(5) of the Code that all employees granted rights to purchase stock under the Plan shall

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have the same rights and privileges. The terms and conditions of an Offering shall be incorporated by reference into the Plan and treated as part of the Plan. The provisions of separate Offerings need not be identical, but each Offering shall include (through incorporation of the provisions of this Plan by reference in the document comprising the Offering or otherwise) the period during which the Offering shall be effective, which period shall not exceed twenty-seven (27) months beginning with the Offering Date, and the substance of the provisions contained in paragraphs 5 through 8, inclusive.

5. ELIGIBILITY.

(A) Rights may be granted only to employees of the Company or, as the Board or the Committee may designate as provided in subparagraph 2(b), to employees of any Affiliate of the Company. Except as provided in subparagraph
5(b), an employee of the Company or any Affiliate shall not be eligible to be granted rights under the Plan, unless, on the Offering Date, such employee has been in the employ of the Company or any Affiliate for such continuous period preceding such grant as the Board or the Committee may require, but in no event shall the required period of continuous employment be equal to or greater than two (2) years. In addition, unless otherwise determined by the Board or the Committee and set forth in the terms of the applicable Offering, no employee of the Company or any Affiliate shall be eligible to be granted rights under the Plan, unless, on the Offering Date, such employee's customary employment with the Company or such Affiliate is for at least twenty (20) hours per week and at least five (5) months per calendar year.

(B) The Board or the Committee may provide that, each person who, during the course of an Offering, first becomes an eligible employee of the Company or designated Affiliate will, on a date or dates specified in the Offering which coincides with the day on which such person becomes an eligible employee or occurs thereafter, receive a right under that Offering, which right shall thereafter be deemed to be a part of that Offering. Such right shall have the same characteristics as any rights originally granted under that Offering, as described herein, except that:

(I) the date on which such right is granted shall be the "Offering Date" of such right for all purposes, including determination of the exercise price of such right;

(II) the period of the Offering with respect to such right shall begin on its Offering Date and end coincident with the end of such Offering; and

(III) the Board or the Committee may provide that if such person first becomes an eligible employee within a specified period of time before the end of the Offering, he or she will not receive any right under that Offering.

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(C) No employee shall be eligible for the grant of any rights under the Plan if, immediately after any such rights are granted, such employee owns stock possessing five percent (5%) or more of the total combined voting power or value of all classes of stock of the Company or of any Affiliate. For purposes of this subparagraph 5(c), the rules of Section 424(d) of the Code shall apply in determining the stock ownership of any employee, and stock which such employee may purchase under all outstanding rights and options shall be treated as stock owned by such employee.

(D) An eligible employee may be granted rights under the Plan only if such rights, together with any other rights granted under "employee stock purchase plans" of the Company and any Affiliates, as specified by Section 423(b)(8) of the Code, do not permit such employee's rights to purchase stock of the Company or any Affiliate to accrue at a rate which exceeds twenty-five thousand ($25,000) of fair market value of such stock (determined at the time such rights are granted) for each calendar year in which such rights are outstanding at any time.

(E) Officers of the Company and any designated Affiliate shall be eligible to participate in Offerings under the Plan, provided, however, that the Board may provide in an Offering that certain employees who are highly compensated employees within the meaning of Section 423(b)(4)(D) of the Code shall not be eligible to participate.

6. RIGHTS; PURCHASE PRICE.

(A) On each Offering Date, each eligible employee, pursuant to an Offering made under the Plan, shall be granted the right to purchase up to the number of shares of Common Stock of the Company purchasable with a percentage designated by the Board or the Committee not exceeding fifteen percent (15%) of such employee's Earnings (as defined by the Board or the Committee in each Offering) during the period which begins on the Offering Date (or such later date as the Board or the Committee determines for a particular Offering) and ends on the date stated in the Offering, which date shall be no later than the end of the Offering. The Board or the Committee shall establish one or more dates during an Offering (the "Purchase Date(s)") on which rights granted under the Plan shall be exercised and purchases of Common Stock carried out in accordance with such Offering.

(B) In connection with each Offering made under the Plan, the Board or the Committee may specify a maximum number of shares that may be purchased by any employee as well as a maximum aggregate number of shares that may be purchased by all eligible employees pursuant to such Offering. In addition, in connection with each Offering that contains more than one Purchase Date, the Board or the Committee may specify a maximum aggregate number of shares which may be purchased by all eligible employees on any given Purchase Date under the Offering. If the aggregate purchase of shares upon exercise of rights granted under the Offering would exceed any such maximum aggregate number, the Board or the Committee shall make a pro rata allocation of the shares available in as nearly a uniform manner as shall be practicable and as it shall deem to be equitable.

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(C) The purchase price of stock acquired pursuant to rights granted under the Plan shall be not less than the lesser of:

(I) an amount equal to eighty-five percent (85%) of the fair market value of the stock on the Offering Date; or

(II) an amount equal to eighty-five percent (85%) of the fair market value of the stock on the Purchase Date.

7. PARTICIPATION; WITHDRAWAL; TERMINATION.

(A) An eligible employee may become a participant in the Plan pursuant to an Offering by delivering a participation agreement to the Company within the time specified in the Offering, in such form as the Company provides. Each such agreement shall authorize payroll deductions of up to the maximum percentage specified by the Board or the Committee of such employee's Earnings during the Offering (as defined by the Board or Committee in each Offering). The payroll deductions made for each participant shall be credited to an account for such participant under the Plan and shall be deposited with the general funds of the Company. A participant may reduce (including to zero) or increase such payroll deductions, and an eligible employee may begin such payroll deductions, after the beginning of any Offering only as provided for in the Offering. A participant may make additional payments into his or her account only if specifically provided for in the Offering and only if the participant has not had the maximum amount withheld during the Offering.

(B) At any time during an Offering, a participant may terminate his or her payroll deductions under the Plan and withdraw from the Offering by delivering to the Company a notice of withdrawal in such form as the Company provides. Such withdrawal may be elected at any time prior to the end of the Offering except as provided by the Board or the Committee in the Offering. Upon such withdrawal from the Offering by a participant, the Company shall distribute to such participant all of his or her accumulated payroll deductions (reduced to the extent, if any, such deductions have been used to acquire stock for the participant) under the Offering, without interest, and such participant's interest in that Offering shall be automatically terminated. A participant's withdrawal from an Offering will have no effect upon such participant's eligibility to participate in any other Offerings under the Plan but such participant will be required to deliver a new participation agreement in order to participate in subsequent Offerings under the Plan.

(C) Rights granted pursuant to any Offering under the Plan shall terminate immediately upon cessation of any participating employee's employment with the Company and any designated Affiliate, for any reason, and the Company shall distribute to such terminated employee all of his or her accumulated payroll deductions (reduced to the extent, if any, such deductions have been used to acquire stock for the terminated employee) under the Offering, without interest.

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(D) Rights granted under the Plan shall not be transferable by a participant otherwise than by will or the laws of descent and distribution, or by a beneficiary designation as provided in paragraph 14 and, otherwise during his or her lifetime, shall be exercisable only by the person to whom such rights are granted.

8. EXERCISE.

(A) On each Purchase Date specified therefor in the relevant Offering, each participant's accumulated payroll deductions and other additional payments specifically provided for in the Offering (without any increase for interest) will be applied to the purchase of whole shares of stock of the Company, up to the maximum number of shares permitted pursuant to the terms of the Plan and the applicable Offering, at the purchase price specified in the Offering. No fractional shares shall be issued upon the exercise of rights granted under the Plan. The amount, if any, of accumulated payroll deductions remaining in each participant's account after the purchase of shares which is less than the amount required to purchase one share of stock on the final Purchase Date of an Offering shall be held in each such participant's account for the purchase of shares under the next Offering under the Plan, unless such participant withdraws from such next Offering, as provided in subparagraph 7(b), or is no longer eligible to be granted rights under the Plan, as provided in paragraph 5, in which case such amount shall be distributed to the participant after such final Purchase Date, without interest. The amount, if any, of accumulated payroll deductions remaining in any participant's account after the purchase of shares which is equal to the amount required to purchase whole shares of stock on the final Purchase Date of an Offering shall be distributed in full to the participant after such Purchase Date, without interest.

(B) No rights granted under the Plan may be exercised to any extent unless the shares to be issued upon such exercise under the Plan (including rights granted thereunder) are covered by an effective registration statement pursuant to the Securities Act of 1933, as amended (the "Securities Act") and the Plan is in material compliance with all applicable state, foreign and other securities and other laws applicable to the Plan. If on a Purchase Date in any Offering hereunder the Plan is not so registered or in such compliance, no rights granted under the Plan or any Offering shall be exercised on such Purchase Date, and the Purchase Date shall be delayed until the Plan is subject to such an effective registration statement and such compliance, except that the Purchase Date shall not be delayed more than twelve (12) months and the Purchase Date shall in no event be more than twenty-seven (27) months from the Offering Date. If on the Purchase Date of any Offering hereunder, as delayed to the maximum extent permissible, the Plan is not registered and in such compliance, no rights granted under the Plan or any Offering shall be exercised and all payroll deductions accumulated during the Offering (reduced to the extent, if any, such deductions have been used to acquire stock) shall be distributed to the participants, without interest.

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9. COVENANTS OF THE COMPANY.

(A) During the terms of the rights granted under the Plan, the Company shall keep available at all times the number of shares of stock required to satisfy such rights.

(B) The Company shall seek to obtain from each federal, state, foreign or other regulatory commission or agency having jurisdiction over the Plan such authority as may be required to issue and sell shares of stock upon exercise of the rights granted under the Plan. If, after reasonable efforts, the Company is unable to obtain from any such regulatory commission or agency the authority which counsel for the Company deems necessary for the lawful issuance and sale of stock under the Plan, the Company shall be relieved from any liability for failure to issue and sell stock upon exercise of such rights unless and until such authority is obtained.

10. USE OF PROCEEDS FROM STOCK.

Proceeds from the sale of stock pursuant to rights granted under the Plan shall constitute general funds of the Company.

11. RIGHTS AS A STOCKHOLDER.

A participant shall not be deemed to be the holder of, or to have any of the rights of a holder with respect to, any shares subject to rights granted under the Plan unless and until the participant's shareholdings acquired upon exercise of rights under the Plan are recorded in the books of the Company.

12. ADJUSTMENTS UPON CHANGES IN STOCK.

(A) If any change is made in the stock subject to the Plan, or subject to any rights granted under the Plan (through merger, consolidation, reorganization, recapitalization, reincorporation, stock dividend, dividend in property other than cash, stock split, liquidating dividend, combination of shares, exchange of shares, change in corporate structure or other transaction not involving the receipt of consideration by the Company), the Plan and outstanding rights will be appropriately adjusted in the class(es) and maximum number of shares subject to the Plan and the class(es) and number of shares and price per share of stock subject to outstanding rights. Such adjustments shall be made by the Board or the Committee, the determination of which shall be final, binding and conclusive. (The conversion of any convertible securities of the Company shall not be treated as a "transaction not involving the receipt of consideration by the Company.")

(B) In the event of: (1) a dissolution or liquidation of the Company; (2) a merger or consolidation in which the Company is not the surviving corporation; (3) a reverse merger in which the Company is the surviving corporation but the shares of the Company's Common Stock outstanding immediately preceding the merger are converted by virtue of the merger into other property, whether in the form of securities, cash or otherwise; or (4) the acquisition by any

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person, entity or group within the meaning of Section 13(d) or 14(d) of the Exchange Act or any comparable successor provisions (excluding any employee benefit plan, or related trust, sponsored or maintained by the Company or any Affiliate of the Company) of the beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act, or comparable successor rule) of securities of the Company representing at least fifty percent (50%) of the combined voting power entitled to vote in the election of directors, then, as determined by the Board in its sole discretion (i) any surviving or acquiring corporation may assume outstanding rights or substitute similar rights for those under the Plan, (ii) such rights may continue in full force and effect, or (iii) participants' accumulated payroll deductions may be used to purchase Common Stock immediately prior to the transaction described above and the participants' rights under the ongoing Offering terminated.

13. AMENDMENT OF THE PLAN.

(A) The Board at any time, and from time to time, may amend the Plan. However, except as provided in paragraph 12 relating to adjustments upon changes in stock, no amendment shall be effective unless approved by the stockholders of the Company within twelve (12) months before or after the adoption of the amendment, where the amendment will:

(I) Increase the number of shares reserved for rights under the Plan;

(II) Modify the provisions as to eligibility for participation in the Plan (to the extent such modification requires stockholder approval in order for the Plan to obtain employee stock purchase plan treatment under Section 423 of the Code; or

(III) Modify the Plan in any other way if such modification requires stockholder approval in order for the Plan to obtain employee stock purchase plan treatment under Section 423 of the Code or to comply with the requirements of Rule 16b-3.

It is expressly contemplated that the Board may amend the Plan in any respect the Board deems necessary or advisable to provide eligible employees with the maximum benefits provided or to be provided under the provisions of the Code and the regulations promulgated thereunder relating to employee stock purchase plans and/or to bring the Plan and/or rights granted under it into compliance therewith.

(B) Rights and obligations under any rights granted before amendment of the Plan shall not be impaired by any amendment of the Plan, except with the consent of the person to whom such rights were granted, or except as necessary to comply with any laws or governmental regulations, or except as necessary to ensure that the Plan and/or rights granted under the Plan comply with the requirements of Section 423 of the Code.

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14. DESIGNATION OF BENEFICIARY.

(A) A participant may file a written designation of a beneficiary who is to receive any shares and cash, if any, from the participant's account under the Plan in the event of such participant's death subsequent to the end of an Offering but prior to delivery to the participant of such shares and cash. In addition, a participant may file a written designation of a beneficiary who is to receive any cash from the participant's account under the Plan in the event of such participant's death during an Offering.

(B) Such designation of beneficiary may be changed by the participant at any time by written notice. In the event of the death of a participant and in the absence of a beneficiary validly designated under the Plan who is living at the time of such participant's death, the Company shall deliver such shares and/or cash to the executor or administrator of the estate of the participant, or if no such executor or administrator has been appointed (to the knowledge of the Company), the Company, in its sole discretion, may deliver such shares and/or cash to the spouse or to any one or more dependents or relatives of the participant, or if no spouse, dependent or relative is known to the Company, then to such other person as the Company may designate.

15. TERMINATION OR SUSPENSION OF THE PLAN.

(A) The Board in its discretion, may suspend or terminate the Plan at any time. No rights may be granted under the Plan while the Plan is suspended or after it is terminated.

(B) Rights and obligations under any rights granted while the Plan is in effect shall not be impaired by suspension or termination of the Plan, except as expressly provided in the Plan or with the consent of the person to whom such rights were granted, or except as necessary to comply with any laws or governmental regulation, or except as necessary to ensure that the Plan and/or rights granted under the Plan comply with the requirements of Section 423 of the Code.

16. EFFECTIVE DATE OF PLAN.

The Plan shall become effective on the same day that the Company's initial public offering of shares of common stock becomes effective, but no rights granted under the Plan shall be exercised unless and until the Plan has been approved by the stockholders of the Company within twelve (12) months before or after the date the Plan is adopted by the Board or the Committee, which date may be prior to such effective date.

EXHIBIT 10.7

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY To THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

WARRANT AGREEMENT

To Purchase Shares of the Series A Preferred Stock of Steritech, Inc. dated as of May 11, 1992

WHEREAS, Steritech, Inc., a California corporation (the "Company") has entered into a Master Lease Agreement dated as of May 11, 1992, Equipment Schedule No. VL-1, and related Summary Equipment Schedules (the "Leases") with Comdisco, Inc., a Delaware corporation (the "Warrantholder"); and

WHEREAS, the Company desires to grant to Warrantholder, in consideration for such Leases, the right to purchase shares of its Series A Preferred Stock;

NOW, THEREFORE, in consideration of the Warrantholder executing and delivering such Leases and in consideration of mutual covenants and agreements contained herein, the Company and Warrantholder certify and agree as follows:

1. GRANT OF THE RIGHT TO PURCHASE SERIES A PREFERRED STOCK.

For value received, the Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, 20,779 fully paid and non-assessable shares of the Company's Series A Preferred Stock ("Preferred Stock") at a purchase price of $3.85 per share (the "Exercise Price"). The number and purchase price of such shares are subject to adjustment as provided in section 8 hereof.

2. TERM OF THE WARRANT AGREEMENT.

Except as otherwise provided for herein, the term of this Warrant Agreement and the right to purchase Preferred Stock as granted herein shall commence on the date of execution hereof and shall be exercisable for a period of (i) ten (10) years after the date of execution hereof, or (ii) five (5) years from the effective date of the Company's initial public offering, whichever is shorter.

3. EXERCISE OF THE PURCHASE RIGHTS.

The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I

(the "Notice of Exercise"), duly completed and executed. Upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Notice of Exercise indicating the number of shares which remain subject to future purchases, if any.

Notwithstanding anything to the contrary contained in section 2 above or this Section 3, the Warrantholder shall either (i) exercise this Warrant by paying to the Company, by cash or check, an amount equal to the aggregate Warrant Price of the shares being purchased, or (ii) receive shares equal to the value (as determined below) of this Warrant by surrender of the Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the Warrantholder a number of shares of Preferred computed using the following formula:

Where:           X = the number of shares of Preferred to be issued to the
                     Warrantholder.

                 Y = the number of shares of Preferred under this Warrant.

                 A = the fair market value of one share of Preferred Stock.

                 B = Exercise Price.

         As used herein, current fair market value of Preferred Stock

shall mean with respect to each share of Preferred Stock the average of the closing prices of the Company's Common Stock (times the number of shares of Common Stock that a share of Preferred Stock is convertible into) sold on all securities exchanges on which the Common Stock may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day the Common Stock is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00
p.m., New York City time, or, if on any day the Common Stock is not quoted in the NASDAQ System, the average of the highest bid and lowest asked price on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of 21 days consisting of the day as of which the current fair market value of Common Stock is being determined and the 20 consecutive business days prior to such day. If at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the current fair market value of Preferred Stock shall be the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Preferred Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the Board of Directors of the Company, unless (i) the Company shall become subject to a merger, acquisition or other consolidation pursuant to

which the Company is not the surviving party, in which case the current fair market value of the Preferred Stock shall be deemed to be the value received by the holders of the Company's Series A Preferred Stock for each share of Series A Preferred Stock (or Common Stock if all such shares have been converted into Common Stock) pursuant to the Company's Acquisition; or (ii) the Warrantholder shall purchase such shares in conjunction with the initial underwritten public offering of the Company's Common Stock (times the number of shares of Common Stock that a share of Preferred Stock is convertible into) pursuant to a registration statement filed under the Securities Act of 1933, in which case, the fair market value of the shares of stock subject to this Warrant shall be the price at which all registered shares are sold to the public in such offering.

4. RESERVATION OF SHARES.

(a) Authorization and Reservation of Shares. During the term of this Warrant Agreement, the Company will at all times have authorized and reserved a sufficient number of shares of its Preferred Stock to provide for the exercise of the rights to purchase Preferred Stock as provided for herein.

(b) Registration or Listing. If any shares of Preferred Stock required to be reserved for purposes of exercise of the Warrant Agreement hereunder require registration with or approval of any governmental authority under any Federal or State law (other than any registration under the Securities Act of 1933, as then in effect, or any similar Federal statute then enforced, or any state securities law, required by reason of any transfer involved in such conversion), or listing on any domestic securities exchange, before such shares may be issued upon conversion, the Company will, at its expense and as expeditiously as possible, use its best efforts to cause such shares to be duly registered, listed or approved for listing on such domestic securities exchange, as the case may be.

5. NO FRACTIONAL SHARES OR SCRIP.

No fractional shares or scrip representing fractional shares shall be issued upon the exercise of the Warrantholder's rights to purchase Preferred Stock, but in lieu of such fractional shares the Company shall make a cash payment therefor upon the basis of the Exercise Price then in effect.

6. NO RIGHTS AS SHAREHOLDERS.

This Warrant Agreement does not entitle the Warrantholder to any voting rights or other rights as a shareholder of the Company prior to the exercise of the Warrantholder's rights to purchase Preferred Stock as provided for herein.

7. WARRANTHOLDER REGISTRY.

The Company shall maintain a registry showing the name and address of the registered holder of this Warrant Agreement.

8. ADJUSTMENT RIGHTS.

The purchase price per share and the number or character of shares of Preferred Stock issuable upon exercise of this Warrant (or any shares of stock or other securities or property at the time received or issuable upon exercise of this Warrant) are subject to adjustment from time to time, as follows:

(a) Merger and Sale of Assets. If at any time there shall be a capital reorganization of the shares of the Company's stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation when the Company is not the surviving corporation, or the sale of all or substantially all of the Company's properties and assets to any other person in such a way that holders of Preferred Stock shall be entitled to receive stock, securities or other assets or property, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive upon exercise of its rights to purchase Preferred Stock, the number of shares of Preferred Stock or other securities of the successor corporation resulting from such merger or consolidation, to which a holder of the Preferred Stock deliverable upon exercise of the right to purchase Preferred Stock hereunder would have been entitled in such capital reorganization, merger, consolidation or sale if the right to purchase such Preferred Stock hereunder had been exercised immediately prior to such capital reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as' determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of the Warrantholder after the reorganization, merger, consolidation or sale to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Preferred Stock purchasable pursuant to the terms and conditions of this Warrant Agreement) shall be applicable after that event, as near as reasonably may be, in relation to any shares deliverable after that event upon the exercise of the Warrantholder's rights to purchase Preferred Stock pursuant to this Warrant Agreement.

(b) Reclassification of Shares. If the Company at any time shall, by combination, reclassification, exchange or subdivision of securities or otherwise, change any of the securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change.

(c) Subdivision or Combination of Shares. If the Company at any time shall combine or subdivide its Preferred Stock, the Exercise Price and the number of shares of Preferred Stock (or any other shares

of stock or other securities issuable upon exercise of this Warrant) shall be proportionately adjusted to reflect any such combination or subdivision.

(d) Stock Dividends. If the Company at any time shall pay a dividend payable in, or make any other distribution (except any distribution specifically provided for in the foregoing subsections (a), (b) or (c)) with respect to the Preferred Stock (or any other shares of stock or other securities at the time issuable upon exercise of this Warrant) then, and in each such case, the Warrantholder on exercise of its purchase rights under this Warrant Agreement at any time after the consummation, effective date or record date of such event, shall receive, in addition to the shares of Preferred Stock (or such other stock or securities) issuable on such exercise prior to such date, and without payment of any additional consideration therefor, the securities or such other property of the Company to which such Warrantholder would have been entitled upon such date if such Warrantholder had exercised its purchase rights under this Warrant Agreement as of the date on which holders of Preferred Stock received or became entitled to receive such shares or all other additional stock and other securities and property (all subject to further adjustment as provided in this Warrant Agreement).

(e) Adjustments Set Forth in Articles of Incorporation. In addition to the foregoing adjustments, the conversion rate of the Preferred Stock into Common Stock is subject to adjustments as set forth in the Company's Articles of Incorporation. The Company represents that as of the date of execution hereof, each share of Preferred Stock was convertible into one share of Common Stock.

(f) Conversion of Preferred Stock. In case all the authorized Preferred Stock of the Company is converted, pursuant to the Company's Articles of Incorporation, into Common Stock or other securities or property, or the Preferred Stock otherwise ceases to exist, then, in such case, the purchase rights under this Warrant Agreement as of the date on which the Preferred Stock is so converted or ceases to exist (the "Termination Date"), shall immediately become exercisable for, in lieu of the number of shares of Preferred Stock that would have been issuable upon such exercise immediately prior to the Termination Date (the "Formerly Issuable Number of Shares of Preferred Stock"), the stock and other securities and property which the Warrantholder would have been entitled to receive upon the Termination date if the Warrantholder had exercised the purchase rights under this Warrant Agreement with respect to the Formerly Issuable Number of Shares of Preferred Stock immediately prior to the Termination Date (all subject to further adjustment as provided in this Warrant Agreement).

(g) Common Stock Dividends. If the Company at any time following the conversion of the Preferred Stock and prior to the exercise of the purchase rights under this Warrant Agreement shall pay a dividend with respect to Common Stock payable in shares of Common Stock, or make any other distribution with respect to Common Stock, then the Exercise Price shall be adjusted, from and after the date of determination of the shareholders entitled to receive such dividend or distribution, to that price determined by multiplying the Exercise

Price in effect by a fraction (i) the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of shares of the Common Stock outstanding immediately after such dividend or distribution.

(h) Notice of Adjustments. In the event that: (i) the Company shall declare any dividend or distribution upon its stock, whether in cash, property, stock or other securities; (ii) the Company shall offer for subscription prorata to the holders of any class of its Preferred or other convertible stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company's assets; or (iv) there shall be any voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder:

(i) At least ten (10) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company's assets, dissolution, liquidation or winding up; and

(ii) In the case of any such capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company's assets, dissolution, liquidation or winding up, at least ten (10) days' prior written notice of the date when the same shall take place (and specifying the date on which the holders of Preferred Stock shall be entitled to exchange their Preferred Stock for securities or other property deliverable upon such capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company's assets, dissolution, liquidation or winding up).

Each such written notice shall set forth, in reasonable detail, (i) the event requiring the adjustment, (ii) the amount of the adjustment, (iii) the method by which such adjustment was calculated, (iv) the Exercise Price, and (v) the number of shares subject to purchase hereunder after giving effect to such adjustment.

(i) Registration and Listing. The Company will take all such actions as may be necessary to assure that all shares of Preferred Stock issuable pursuant to this Warrant Agreement may be so issued without violation of any applicable law or regulation or any requirements of any domestic stock exchange (except for official notice of issuance, which will be immediately transmitted by the Company upon issuance) upon which shares of Preferred Stock or other shares of the same class may be listed. The Company will not take any action which will result in any adjustment of the number of shares of Preferred Stock issuable upon exercise of this Warrant Agreement if

the total number of shares of Preferred Stock issuable after such action upon exercise of the Warrant Agreement then outstanding, together with the total number of shares of Preferred Stock then outstanding, would exceed the total number of shares of Preferred Stock then authorized and not reserved for any purpose other than the purpose of issue upon exercise of the Warrant Agreement.

9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.

Except as set forth in the Schedule of Exceptions attached hereto as Schedule A, the Company hereby represents and warrants to the Warrantholder as follows:

(a) Reservation of Preferred Stock. The Preferred Stock issuable upon exercise of the Warrantholder's rights has been duly and validly reserved and, when issued in accordance with the provisions of this Warrant Agreement, will be validly issued, fully paid and nonassessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, however, that the Preferred Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal securities laws. The Company has made available to the Warrantholder true, correct and complete copies of its Articles of Incorporation and By-Laws, as amended, and minutes of all Board of Directors (including all committees of the Board of Directors, if any) and all Shareholder meetings. The issuance of certificates for shares of Preferred Stock upon exercise of the Warrant Agreement shall be made without charge to the Warrantholder for any issuance tax in respect thereof, or other cost incurred by the company in connection with such exercise and the related issuance of shares of Preferred Stock; provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than that of the Warrantholder. The Company will not close its books against the transfer of the Warrant Agreement or of any share of Preferred Stock issued or issuable upon exercise of the Warrant and any agreement in any manner which interferes with the timely exercise of the Warrant.

(b) Due Authority. The execution and delivery by the Company of the Leases, and this Warrant Agreement and the performance of all obligations of the Company thereunder and hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Stock set forth in Section 1 above (which number of shares may be from time to time adjusted pursuant to the terms of Section 8 above) have been duly authorized by all necessary corporate action on the part of the Company, and the Leases and this Warrant Agreement are not inconsistent with the Company's Articles of Incorporation or ByLaws, do not contravene any law or governmental rule, regulation or order applicable to it, do not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound, and the Leases and this Warrant Agreement constitute legal, valid and binding agreements of the Company, enforceable in accordance with their respective terms.

(c) Consents and Approvals. No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, Federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Warrant Agreement, except for the filing of notices pursuant to Regulation D under the Securities Exchange Act of 1933, as amended, (the "1933 Act") and Section 25102 (f) of the California Corporate Securities Law, which filings will be effective by the time required thereby.

(d) Litigation. There are no actions, suits, audits, investigations or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company in any court or before any governmental commission, board or authority which, if adversely determined, will have a material adverse effect on the ability of the Company to perform its obligations under the Leases and this Warrant Agreement.

(e) Subsidiaries or Affiliates. The Company has no subsidiaries or affiliated companies and does not otherwise own or control, directly or indirectly, any other corporation, association or business entity.

(f) Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition:

(i) The authorized capital of the Company consists of (A) 4,000,000 shares of Common Stock, of which 1,010,000 shares are issued and outstanding, and (B) 1,026,014 shares of preferred stock, of which 740,300 shares have been designated Series A Preferred Stock, 714,286 of which have been issued and are outstanding and 285,714 shares have been designated Series B Preferred Stock, none of which have been issued or are outstanding. Each share of Series A Preferred Stock and Series B Preferred Stock is convertible into one share of Common Stock.

(ii) The Company has reserved (A) 400,000 shares of Common Stock for issuance under its stock Option Plan, under which 56,500 options have been granted subject to qualification with the California Department of Corporation at an average price of $.385 per share. The Company has issued warrants exercisable for 285,714 shares of Series B Preferred Stock with an exercise price of $5.065 per share. There are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company's capital stock or other securities of the Company.

(iii) In accordance with the Company's Articles of Incorporation, no shareholder of the Company has preemptive rights to purchase new issuances of the Company's capital stock.

(g) Financial Statements. The Company has delivered to the Warrantholder its unaudited Consolidated Balance Sheet and Consolidated Statement of Income for the two (2) month period ending February 29, 1992 (the "Financial Statements"). The Financial Statements are complete and correct in all material respects and have been prepared in accordance with generally accepted accounting principles (except for the absence of footnotes) applied on a consistent basis throughout the periods indicated. The condition and operating results of the Company as of the dates and during the periods indicated therein are true and correct in all material aspects, subject as to the Consolidated Balance Sheet and Consolidated Statement of Income for the two
(2) month period then ending February 29, 1992 to normal year-end audit adjustments. Since February 29, 1992 there has been no change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements other than changes in the ordinary course of business which have not been, individually or in the aggregate, materially adverse.

The Company shall deliver to the Warrantholder (i) within one hundred twenty (120) days after the end of the Company's fiscal year, statements of income for such fiscal year, a consolidated balance sheet of the Company as of the end of such year and consolidated statement of the sources and application of funds for such year, which year-end financial reports shall be in reasonable detail and certified by independent public accountants of nationally recognized standing selected by the Company, and (ii) within forty-five (45) days after the end of each fiscal quarter other than the last fiscal quarter, unaudited consolidated statements of income and sources and application of funds for such quarter and a consolidated balance sheet as of the end of such quarter.

(h) Contingent and Absolute Liabilities. The Company has no material liabilities or obligations, absolute or contingent except the liabilities and obligations of the Company as set forth in the Financial Statements and liabilities and obligations which have occurred in the ordinary course of business, and which have not been materially adverse.

(i) Licenses, Patents and Copyrights. To the best of the Company's knowledge, the Company owns, possesses, has access to, or can become licensed on reasonable terms under, all patents, patent applications, trademarks, trade names, inventions, franchises, licenses, permits, computer software and copyrights necessary for the operation of its business as now conducted, with no known infringement of, or conflict with, the rights of others.

(j) Employee Contracts. To the best of the Company's knowledge, no employee of the Company is in violation of any material term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of any such employee with

the Company or any prior employer because of the nature of the business conducted by the Company.

(k) Insurance. The Company has in full force and effect insurance policies, with extended coverage, insuring the Company and its property and business against such losses and risks, and in such amounts, as are customary for corporations engaged in a similar business and similarly situated and as otherwise may be required pursuant to the terms of any other contract or agreement.

(1) Other Commitments to Register Securities. Except as set forth in this Warrant Agreement and pursuant to that certain Steritech, Inc. Investors' Right Agreement dated December 27, 1991, the Company is not, pursuant to the terms of any other agreement currently in existence, under any obligation to register under the 1933 Act, any of its presently outstanding securities or any of its securities which may hereafter be issued.

(m) Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of the Warrantholder's right to purchase such Preferred Stock will constitute transactions exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the California Corporations Code, in reliance upon Section 25102(f).

(n) Compliance with Rule 144. At the written request of the Warrantholder, who proposes to sell Preferred Stock issuable upon the exercise of the Warrant in compliance with Rule 144 promulgated by the Securities and Exchange Commission under the 1933 Act, the Company shall furnish to the Warrantholder, within ten days after receipt of such request, a written statement confirming the Company's compliance with the filing requirements of the Securities and Exchange Commission as set forth in such Rule, as such Rule may be amended from time to time.

(o) No Events of Default, Material Contracts. All material contracts, agreements and instruments to which the Company is a party are in full force and effect in all material respects, and are valid, binding and enforceable by the Company in accordance with their respective terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally, and rules of law concerning equitable remedies and no event of default, and no event which, with the passing of time or the giving of notice, or both, would constitute an event of default has occurred or is continuing under any such contract, agreement or instrument.

(p) Brokers' Fees. The Company has not incurred, and will not incur, directly or indirectly, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with the Warrant Agreement or any other transaction contemplated thereby.

(q) Untrue, Misleading Statements. No representation or warranty of the Company contained in the Leases, and this Warrant

Agreement or any certificate or exhibit furnished or to be furnished to Warrantholder pursuant thereto or in connection with the transactions contemplated thereby (when read together) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein not misleading.

(r) Indebtedness to Employees and Shareholders. The Company is not indebted to any employee, shareholder, officer or director of the Company, and no such employee, shareholder, officer or director is indebted to the Company.

10. REPRESENTATIONS AND COVENANTS OF THE WARRANTHOLDER.

This Warrant Agreement has been entered into by the company in reliance upon the following representations and covenants of the Warrantholder, which by its execution hereof the Warrantholder hereby confirms:

(a) Investment Purpose. The right to acquire Preferred Stock or the Preferred Stock issuable upon exercise of the Warrantholder's rights contained herein will be acquired for investment and not with a view to the sale or distribution of any part thereof, and the Warrantholder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption.

(b) Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of the Warrantholder's rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

(c) Disposition of Warrantholder's Rights. In no event will the Warrantholder make a disposition of any of its rights to acquire Preferred Stock or Preferred Stock issuable upon exercise of such rights unless and until
(i) it shall have notified the Company of the proposed disposition, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Warrantholder) satisfactory to the Company and its counsel to the effect that (A) appropriate action necessary for compliance with the 1933 Act has been taken, or (B) an exemption from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Preferred Stock or Preferred Stock issuable on the exercise of such rights do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial owner, and shall terminate as to any particular share of Preferred Stock when (1) such security shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration or (2) such security

shall have been sold without registration in compliance with Rule 144 under the 1933 Act, or (3) a letter shall have been issued to the Warrantholder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Warrantholder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Warrantholder or holder of a share of Preferred Stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holder, one or more new certificates for the Warrant or for such shares of Preferred Stock not bearing any restrictive legend.

(d) Financial Risk. The Warrantholder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to bear the economic risks of its investment.

(e) Risk of No Registration. The Warrantholder understands that if the Company does not register with the Securities and Exchange Commission pursuant to Section 12 of the 1933 Act, or file reports pursuant to Section 15
(d), of the Securities Exchange Act of 1934 (the "1934 Act"), or if a registration statement covering the securities under the 1933 Act is not in effect when it desires to sell (i) the rights to purchase Preferred Stock pursuant to this Warrant Agreement, or (ii) the Preferred Stock issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Warrantholder also understands that any sale of its rights of the Warrantholder to purchase Preferred Stock or Preferred Stock which might be made by it in reliance upon Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of that Rule.

11. REGISTRATION.

Warrantholder and Company agree that Warrantholder shall be considered a "Holder" and that all shares of Common Stock issued upon conversion of the Preferred Stock subject to this Warrant Agreement shall be considered "Registrable Securities" and be subject to the same terms and conditions with respect to the registration and sale of such shares as set forth in Sections 2.3 and 2.4 - 2.13 of that certain Steritech, Inc. Investors' Rights Agreement dated December 27, 1991, by and among the Company and those certain Purchasers identified therein, attached hereto as Exhibit II.

12. TRANSFERS.

Subject to the terms and conditions contained in section 10 hereof, this Warrant Agreement and all rights hereunder are transferable in whole or in part by the Warrantholder and any successor transferee, provided, however, that in no event shall the

number of transfers of the rights and interests in all of the Warrants exceed three (3) transfers. The transfer shall be recorded on the books of the Company upon receipt by the Company of a notice of transfer in the form attached hereto as Exhibit III (the "Transfer Notice"), at its principal offices and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer.

13. MISCELLANEOUS.

(a) Effective Date. The provisions of this Warrant Agreement shall be construed and shall be given effect in all respects as if it had been executed and delivered by the Company on the date hereof. This Warrant Agreement shall be binding upon any successors or assigns of the Company.

(b) Attorney's Fees. In any litigation, arbitration or court proceeding between the Company and the Warrantholder relating hereto, the prevailing party shall be entitled to attorneys' fees and expenses and all costs of proceedings incurred in enforcing this Warrant Agreement.

(c) Governing Law. This Warrant Agreement shall be governed by and construed for all purposes under and in accordance with the laws of the State of California.

(d) Counterparts. This Warrant Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(e) Titles and Subtitles. The titles of the paragraphs and subparagraphs of this Warrant Agreement are for convenience and are not to be considered in construing this Agreement.

(f) Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail, by registered or certified mail, or as of the following business by day express mail addressed (i) to the Warrantholder at 6111 North River Road, Rosemont, Illinois 60018, attention:
Jim Labe, Venture Leasing Director, cc: Legal Department, and (ii) to the Company at 2341 Stanwell Drive, Concord, California 94520, or at such other address as any such party may subsequently designate by written notice to the other party.

(g) Specific Performance. The Company recognizes and agrees that the Warrantholder will not have an adequate remedy if the Company fails to comply with this Agreement and that damages will not be readily ascertainable, and the Company expressly agrees that, in the event of such failure, it shall not oppose an application by the Warrantholder or any other person entitled to the benefit of this Agreement requiring specific performance of any or all provisions hereof or enjoining the Company from continuing to commit any such breach of this Agreement.

(h) Survival. The representations, warranties, covenants and conditions of the respective parties contained herein or made pursuant to this Warrant Agreement shall survive the execution and delivery of this Warrant Agreement.

(i) Severability. In the event any one or more of the provisions of this Warrant Agreement shall for any reason be held invalid, illegal or unenforceable, the remaining provisions of this Warrant Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.

(j) Amendments. Any provision of this Warrant Agreement may be amended by a written instrument signed by the Company and by the Warrantholder.

(k) Additional Documents. The Company, upon execution of this Warrant Agreement, shall provide the Warrantholder with certified resolutions and an opinion from the Company's counsel addressed to the Warrantholder with respect to the representations, warranties and covenants set forth in subparagraphs (a) through (f) and subparagraphs (1), (m) and (o) of Section 9 above and shall also supply such other documents as the Warrantholder may from time to time reasonably request.

IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be executed by its officers thereunto duly authorized.

Company:

STERITECH, INC.

Dated May 3 ,1992                   By:     /s/ [SIG]
                                            --------------------------------

                                    Title:  CEO
                                            --------------------------------

Warrantholder:

COMDISCO, INC.

By:      /s/  [SIG]
        --------------------------------

Title:  President
        --------------------------------

Exhibit I

NOTICE OF EXERCISE

To: ____________________________

(1) The undersigned Warrantholder hereby elects to purchase ______________ shares of the Preferred Stock of Steritech, Inc. pursuant to the terms of the Warrant Agreement dated the 11th day of May, 1992 (the "Warrant Agreement") between Steritech, Inc. and the Warrantholder, and tenders herewith payment of the purchase price for such shares in full, together with all applicable transfer taxes, if any.

(2) In exercising its rights to purchase the Preferred Stock of Steritech, Inc., the undersigned hereby confirms and acknowledges the investment representations and warranties made in Section 10 of the Warrant Agreement.

(3) Please issue a certificate or certificates representing said shares of Preferred Stock in the name of the undersigned or in such other name as is specified below.

Warrantholder: COMDISCO, INC.

By: __________________________________

Title: __________________________________

Date: __________________________________

ACKNOWLEDGEMENT OF EXERCISE

The undersigned Steritech, Inc. hereby acknowledge receipt of the "Notice of Exercise" from Comdisco, Inc., to purchase ______________ shares of the Preferred Stock, of Steritech, Inc. pursuant to the terms of the Warrant Agreement, and further acknowledges that ____________ shares remain subject to purchase under the terms of the Warrant Agreement.

Company: STERITECH, INC.

By: _____________________________________

Title: __________________________________

Date: __________________________________

Exhibit III

TRANSFER NOTICE

(To transfer or assign the foregoing Warrant Agreement execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant Agreement and all rights evidenced thereby are hereby transferred and assigned to

whose address is ____________________________________________________________

Dated ________________________________

Holder's Signature ___________________

Holder's Address _____________________

Signature Guaranteed: _______________________________________________________

NOTE: The signature to this Transfer Notice must correspond with the name as it appears on the face of the Warrant Agreement, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant Agreement.

EXHIBIT 10.8

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

WARRANT AGREEMENT

To Purchase Shares of the Series B Preferred Stock of Steritech, Inc. dated as of July 12, 1993

WHEREAS, Steritech, Inc., a California corporation (the "Company") has entered into a Master Lease Agreement dated as of May 11, 1992, Equipment Schedule No. VL-1, and related Summary Equipment Schedules (the "Leases") with Comdisco, Inc., a Delaware corporation (the "Warrantholder"); and

WHEREAS, the Company desires to grant to Warrantholder, in consideration for the additional financing provided under such Leases pursuant to that certain letter dated July 12, 1993, the right to purchase shares of its Series B Preferred Stock;

NOW, THEREFORE, in consideration of the Warrantholder executing and delivering such Leases and in consideration of mutual covenants and agreements contained herein, the Company and Warrantholder certify and agree as follows:

1. GRANT OF THE RIGHT TO PURCHASE Series B PREFERRED STOCK.

For value received, the Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, 3,949 fully paid and non-assessable shares of the Company's Series B Preferred Stock ("Preferred Stock") at a purchase price of $5.065 per share (the "Exercise Price"). The number and purchase price of such shares are subject to adjustment as provided in Section 8 hereof.

2. TERM OF THE WARRANT AGREEMENT.

Except as otherwise provided for herein, the term of this Warrant Agreement and the right to purchase Preferred Stock as granted herein shall commence on the date of execution hereof and shall be exercisable for a period of (i) ten (10) years after the date of execution hereof, or (ii) five (5) years from the effective date of the Company's initial public offering, whichever is shorter.

3. EXERCISE OF THE PURCHASE RIGHTS.

The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in section 2 above, by tendering to the Company at its principal

office a notice of exercise in the form attached hereto as Exhibit I (the "Notice of Exercise"), duly completed and executed. Upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Notice of Exercise indicating the number of shares which remain subject to future purchases, if any.

Notwithstanding anything to the contrary contained in Section 2 above or this Section 3, the Warrantholder shall either (i) exercise this Warrant by paying to the Company, by cash or check, an amount equal to the aggregate Warrant Price of the shares being purchased, or (ii) receive shares equal to the value (as determined below) of this Warrant by surrender of the Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the Warrantholder a number of shares of Preferred computed using the following formula:

Where:           X =      the number of shares of Preferred to be issued to the
                          Warrantholder.

                 Y =      the number of shares of Preferred under this Warrant.

                 A =      the fair market value of one share of Preferred Stock.

                 B =      Exercise Price.

As used herein, current fair market value of Preferred Stock shall mean with respect to each share of Preferred Stock the average of the closing prices of the Company's Common Stock (times the number of shares of Common Stock that a share of Preferred Stock is convertible into) sold on all securities exchanges on which the Common Stock may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day the Common Stock is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00
p.m., New York City time, or, if on any day the Common Stock is not quoted in the NASDAQ System, the average of the highest bid and lowest asked price on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of 21 days consisting of the day as of which the current fair market value of Common Stock is being determined and the 20 consecutive business days prior to such day. If at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the current fair market value of Preferred Stock shall be the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Preferred Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the Board of Directors of the Company, unless (i) the Company shall become

subject to a merger, acquisition or other consolidation pursuant to which the Company is not the surviving party, in which case the current fair market value of the Preferred Stock shall be deemed to be the value received by the holders of the Company's Series B Preferred Stock for each share of Series B Preferred Stock (or Common Stock if all such shares have been converted into Common Stock) pursuant to the Company's Acquisition; or (ii) the Warrantholder shall purchase such shares in conjunction with the initial underwritten public offering of the Company's Common Stock (times the number of shares of Common Stock that a share of Preferred Stock is convertible into) pursuant to a registration statement filed under the Securities Act of 1933, in which case, the fair market value of the shares of stock subject to this Warrant shall be the price at which all registered shares are sold to the public in such offering.

4. RESERVATION OF SHARES.

(a) Authorization and Reservation of Shares. During the term of this Warrant Agreement, the Company will at all times have authorized and reserved a sufficient number of shares of its Preferred Stock to provide for the exercise of the rights to purchase Preferred Stock as provided for herein.

(b) Registration or Listing. If any shares of Preferred Stock required to be reserved for purposes of exercise of the Warrant Agreement hereunder require registration with or approval of any governmental authority under any Federal or State law (other than any registration under the Securities Act of 1933, as then in effect, or any similar Federal statute then enforced, or any state securities law, required by reason of any transfer involved in such conversion), or listing on any domestic securities exchange, before such shares may be issued upon conversion, the Company will, at its expense and as expeditiously as possible, use its best efforts to cause such shares to be duly registered, listed or approved for listing on such domestic securities exchange, as the case may be.

5. NO FRACTIONAL SHARES OR SCRIP.

No fractional shares or scrip representing fractional shares shall be issued upon the exercise of the Warrantholder's rights to purchase Preferred Stock, but in lieu of such fractional shares the Company shall make a cash payment therefor upon the basis of the Exercise Price then in effect.

6. NO RIGHTS AS SHAREHOLDERS.

This Warrant Agreement does not entitle the Warrantholder to any voting rights or other rights as a shareholder of the Company prior to the exercise of the Warrantholder's rights to purchase Preferred Stock as provided for herein.

7. WARRANTHOLDER REGISTRY.

The company shall maintain a registry showing the name and address of the registered holder of this Warrant Agreement.

8. ADJUSTMENT RIGHTS.

The purchase price per share and the number or character of shares of Preferred Stock issuable upon exercise of this Warrant (or any shares of stock or other securities or property at the time received or issuable upon exercise of this Warrant) are subject to adjustment from time to time, as follows:

(a) Merger and Sale of Assets. If at any time there shall be a capital reorganization of the shares of the Company's stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation when the Company is not the surviving corporation, or the sale of all or substantially all of the Company's properties and assets to any other person in such a way that holders of Preferred Stock shall be entitled to receive stock, securities or other assets or property, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive upon exercise of its rights to purchase Preferred Stock, the number of shares of Preferred Stock or other securities of the successor corporation resulting from such merger or consolidation, to which a holder of the Preferred Stock deliverable upon exercise of the right to purchase Preferred Stock hereunder would have been entitled in such capital reorganization, merger, consolidation or sale if the right to purchase such Preferred Stock hereunder had been exercised immediately prior to such capital reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of the Warrantholder after the reorganization, merger, consolidation or sale to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Preferred Stock purchasable pursuant to the terms and conditions of this Warrant Agreement) shall be applicable after that event, as near as reasonably may be, in relation to any shares deliverable after that event upon the exercise of the Warrantholder's rights to purchase Preferred Stock pursuant to this Warrant Agreement.

(b) Reclassification of Shares. If the Company at any time shall, by combination, reclassification, exchange or subdivision of securities or otherwise, change any of the securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change.

(c) Subdivision or Combination of Shares. If the Company at any time shall combine or subdivide its Preferred Stock, the Exercise Price and the number of shares of Preferred Stock (or any other shares

of stock or other securities issuable upon exercise of this Warrant) shall be proportionately adjusted to reflect any such combination or subdivision.

(d) Stock Dividends. If the Company at any time shall pay a dividend payable in, or make any other distribution (except any distribution specifically provided for in the foregoing subsections (a), (b) or (c)) with respect to the Preferred Stock (or any other shares of stock or other securities at the time issuable upon exercise of this Warrant) then, and in each such case, the Warrantholder on exercise of its purchase rights under this Warrant Agreement at any time after the consummation, effective date or record date of such event, shall receive, in addition to the shares of Preferred Stock (or such other stock or securities) issuable on such exercise prior to such date, and without payment of any additional consideration therefor, the securities or such other property of the Company to which such Warrantholder would have been entitled upon such date if such Warrantholder had exercised its purchase rights under this Warrant Agreement as of the date on which holders of Preferred Stock received or became entitled to receive such shares or all other additional stock and other securities and property (all subject to further adjustment as provided in this Warrant Agreement).

(e) Adjustments Set Forth in Articles of Incorporation. In addition to the foregoing adjustments, the conversion rate of the Preferred Stock into Common Stock is subject to adjustments as set forth in the Company's Articles of Incorporation. The Company represents that as of the date of execution hereof, each share of Preferred Stock was convertible into one share of Common Stock.

(f) Conversion of Preferred Stock. In case all the authorized Preferred Stock of the Company is converted, pursuant to the Company's Articles of Incorporation, into Common Stock or other securities or property, or the Preferred Stock otherwise ceases to exist, then, in such case, the purchase rights under this Warrant Agreement as of the date on which the Preferred Stock is so converted or ceases to exist (the "Termination Date"), shall immediately become exercisable for, in lieu of the number of shares of Preferred Stock that would have been issuable upon such exercise immediately prior to the Termination Date (the "Formerly Issuable Number of Shares of Preferred Stock"), the stock and other securities and property which the Warrantholder would have been entitled to receive upon the Termination date if the Warrantholder had exercised the purchase rights under this Warrant Agreement with respect to the Formerly Issuable Number of Shares of Preferred Stock immediately prior to the Termination Date (all subject to further adjustment as provided in this Warrant Agreement).

(g) Common Stock Dividends. If the Company at any time following the conversion of the Preferred Stock and prior to the exercise of the purchase rights under this Warrant Agreement shall pay a dividend with respect to Common Stock payable in shares of Common Stock, or make any other distribution with respect to Common Stock, then the Exercise Price shall be adjusted, from and after the date of determination of the shareholders entitled to receive such dividend or distribution, to that price determined by multiplying the Exercise

Price in effect by a fraction (i) the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of shares of the Common Stock outstanding immediately after such dividend or distribution.

(h) Notice of Adjustments. In the event that: (i) the Company shall declare any dividend or distribution upon its stock, whether in cash, property, stock or other securities; (ii) the Company shall offer for subscription prorata to the holders of any class of its Preferred or other convertible stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company's assets; or (iv) there shall be any voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder:

(i) At least ten (10) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company's assets, dissolution, liquidation or winding up; and

(ii) In the case of any such capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company's assets, dissolution, liquidation or winding up, at least ten (10) days' prior written notice of the date when the same shall take place (and specifying the date on which the holders of Preferred Stock shall be entitled to exchange their Preferred Stock for securities or other property deliverable upon such capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company's assets, dissolution, liquidation or winding up).

Each such written notice shall set forth, in reasonable detail, (i) the event requiring the adjustment, (ii) the amount of the adjustment, (iii) the method by which such adjustment was calculated, (iv) the Exercise Price, and (v) the number of shares subject to purchase hereunder after giving effect to such adjustment.

(i) Registration and Listing. The Company will take all such actions as may be necessary to assure that all shares of Preferred Stock issuable pursuant to this Warrant Agreement may be so issued without violation of any applicable law or regulation or any requirements of any domestic stock exchange (except for official notice of issuance, which will be immediately transmitted by the company upon issuance) upon which shares of Preferred Stock or other shares of the same class may be listed. The Company will not take any action which will result in any adjustment of the number of shares of Preferred Stock issuable upon exercise of this Warrant Agreement if

the total number of shares of Preferred stock issuable after such action upon exercise of the warrant Agreement then outstanding, together with the total number of shares of Preferred Stock then outstanding, would exceed the total number of shares of Preferred Stock then authorized and not reserved for any purpose other than the purpose of issue upon exercise of the Warrant Agreement.

9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.

Except as set forth in the Schedule of Exceptions attached hereto as Schedule A, the Company hereby represents and warrants to the Warrantholder as follows:

(a) Reservation of Preferred Stock. The Preferred Stock issuable upon exercise of the Warrantholder's rights has been duly and validly reserved and, when issued in accordance with the provisions of this Warrant Agreement, will be validly issued, fully paid and nonassessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, however, that the Preferred Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal securities laws. The Company has made available to the Warrantholder true, correct and complete copies of its Articles of Incorporation and By-Laws, as amended, and minutes of all Board of Directors (including all committees of the Board of Directors, if any) and all Shareholder meetings. The issuance of certificates for shares of Preferred Stock upon exercise of the Warrant Agreement shall be made without charge to the Warrantholder for any issuance tax in respect thereof, or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Preferred Stock; provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than that of the Warrantholder. The Company will not close its books against the transfer of the Warrant Agreement or of any share of Preferred Stock issued or issuable upon exercise of the Warrant and any agreement in any manner which interferes with the timely exercise of the Warrant.

(b) Due Authority. The execution and delivery by the Company of the Leases, and this Warrant Agreement and the performance of all obligations of the Company thereunder and hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Stock set forth in Section I above (which number of shares may be from time to time adjusted pursuant to the terms of Section 8 above) have been duly authorized by all necessary corporate action on the part of the Company, and the Leases and this Warrant Agreement are not inconsistent with the Company's Articles of Incorporation or ByLaws, do not contravene any law or governmental rule, regulation or order applicable to it, do not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound, and the Leases and this Warrant Agreement constitute legal, valid and binding agreements of the Company, enforceable in accordance with their respective terms.

(c) Consents and Approvals. No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, Federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Warrant Agreement, except for the filing of notices pursuant to Regulation D under the Securities Exchange Act of 1933, as amended, (the 1933 Act") and Section 25102(f) of the California Corporate Securities Law, which filings will be effective by the time required thereby.

(d) Litigation. There are no actions, suits, audits, investigations or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company in any court or before any governmental commission, board or authority which, if adversely determined, will have a material adverse effect on the ability of the Company to perform its obligations under the Leases and this Warrant Agreement.

(e) Subsidiaries or Affiliates. The Company has no subsidiaries or affiliated companies and does not otherwise own or control, directly or indirectly, any other corporation, association or business entity.

(f) Issued Securities. All issued and outstanding shares of Common Stock, Preferred stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition:

(i) The authorized capital of the Company consists of (A) 4,000,000 shares of Common Stock, of which 1,020,000 shares are issued and outstanding, and (B) 1,026,014 shares of preferred stock, of which 740,300 shares have been designated Series A Preferred Stock, 714,286 of which have been issued and are outstanding and 285,714 shares have been designated Series B Preferred Stock, 285,714 of which have been issued and are outstanding. Each share of Series B Preferred Stock and Series B Preferred Stock is convertible into one share of Common Stock.

(ii) The Company has reserved (A) 400,000 shares of Common Stock for issuance under its Stock Option Plan, under which 163,840 options have been granted subject to qualification with the California Department of Corporation at an average price ranging from $.385 to $5.065 per share. In connection with the issuance of certain bridge notes, the Company has agreed with certain investors to issue warrants to purchase shares of Series C Convertible Preferred Stock (or under certain conditions, Series B Convertible Preferred Stock). The exact number of shares to be subject to such warrants and the exercise price are to be determined, but the total number of shares that are provided to be covered by such warrants will not exceed 39,487, and the exercise price will be not less than $5.065 per share (subject to stock splits, stock dividends and the like). There are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company's capital stock or other securities of the Company.

(iii) In accordance with the Company's Articles of Incorporation, no shareholder of the company has preemptive rights to purchase new issuances of the Company's capital stock.

(g) Financial Statements. The Company has delivered to the Warrantholder its unaudited Consolidated Balance Sheet and Consolidated Statement of Income for the two (2) month period ending February 29, 1992 (the "Financial Statements"). The Financial Statements are complete and correct in all material respects and have been prepared in accordance with generally accepted accounting principles (except for the absence of footnotes) applied on a consistent basis throughout the periods indicated. The condition and operating results of the Company as of the dates and during the periods indicated therein are true and correct in all material aspects, subject as to the Consolidated Balance Sheet and Consolidated Statement of Income for the two
(2) month period then ending February 29, 1992 to normal year-end audit adjustments. Since February 29, 1992 there has been no change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements other than changes in the ordinary course of business which have not been, individually or in the aggregate, materially adverse.

The Company shall deliver to the Warrantholder (i) within one hundred twenty (120) days after the end of the Company's fiscal year, statements of income for such fiscal year, a consolidated balance sheet of the Company as of the end of such year and consolidated statement of the sources and application of funds for such year, which year-end financial reports shall be in reasonable detail and certified by independent public accountants of nationally recognized standing selected by the Company, and (ii) within forty-five (45) days after the end of each fiscal quarter other than the last fiscal quarter, unaudited consolidated statements of income and sources and application of funds for such quarter and a consolidated balance sheet as of the end of such quarter.

(h) Contingent and Absolute Liabilities. The Company has no material liabilities or obligations, absolute or contingent except the liabilities and obligations of the Company as set forth in the Financial Statements and liabilities and obligations which have occurred in the ordinary course of business, and which have not been materially adverse.

(i) Licenses, Patents and Copyrights. To the best of the Company's knowledge, the Company owns, possesses, has access to, or can become licensed on reasonable terms under, all patents, patent applications, trademarks, trade names, inventions, franchises, licenses, permits, computer software and copyrights necessary for the operation of its business as now conducted, with no known infringement of, or conflict with, the rights of others.

(j) Employee Contracts. To the best of the Company's knowledge, no employee of the Company is in violation of any material term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of any such employee with

the Company or any prior employer because of the nature of the business conducted by the Company.

(k) Insurance. The Company has in full force and effect insurance policies, with extended coverage, insuring the Company and its property and business against such losses and risks, and in such amounts, as are customary for corporations engaged in a similar business and similarly situated and as otherwise may be required pursuant to the terms of any other contract or agreement.

(l) Other Commitments to Register Securities. Except as set forth in this Warrant Agreement and pursuant to that certain Steritech, Inc. Investors' Right Agreement dated December 27, 1991, the Company is not, pursuant to the terms of any other agreement currently in existence, under any obligation to register under the 1933 Act, any of its presently outstanding securities or any of its securities which may hereafter be issued.

(m) Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of the Warrantholder's right to purchase such Preferred Stock will constitute transactions exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the California Corporations Code, in reliance upon Section 25102 (f ) .

(n) Compliance with Rule 144. At the written request of the Warrantholder, who proposes to sell Preferred Stock issuable upon the exercise of the Warrant in compliance with Rule 144 promulgated by the Securities and Exchange Commission under the 1933 Act, the Company shall furnish to the Warrantholder, within ten days after receipt of such request, a written statement confirming the Company's compliance with the filing requirements of the Securities and Exchange Commission as set forth in such Rule, as such Rule may be amended from time to time.

(o) No Events of Default, Material Contracts. All material contracts, agreements and instruments to which the Company is a party are in full force and effect in all material respects, and are valid, binding and enforceable by the Company in accordance with their respective terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally, and rules of law concerning equitable remedies and no event of default, and no event which, with the passing of time or the giving of notice, or both, would constitute an event of default has occurred or is continuing under any such contract, agreement or instrument.

(p) Brokers' Fees. The Company has not incurred, and will not incur, directly or indirectly, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with the Warrant Agreement or any other transaction contemplated thereby.

(q) Untrue, Misleading Statements. No representation or warranty of the Company contained in the Leases, and this Warrant

Agreement or any certificate or exhibit furnished or to be furnished to Warrantholder pursuant thereto or in connection with the transactions contemplated thereby (when read together) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein not misleading.

(r) Indebtedness to Employees and Shareholders. The Company is not indebted to any employee, shareholder, officer or director of the Company, and no such employee, shareholder, officer or director is indebted to the Company.

10. REPRESENTATIONS AND COVENANTS OF THE WARRANTHOLDER.

This Warrant Agreement has been entered into by the Company in reliance upon the following representations and covenants of the Warrantholder, which by its execution hereof the Warrantholder hereby confirms:

(a) Investment Purpose. The right to acquire Preferred Stock or the Preferred Stock issuable upon exercise of the Warrantholder's rights contained herein will be acquired for investment and not with a view to the sale or distribution of any part thereof, and the Warrantholder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption.

(b) Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of the Warrantholder's rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

(c) Disposition of Warrantholder's Rights. In no event will the Warrantholder make a disposition of any of its rights to acquire Preferred Stock or Preferred Stock issuable upon exercise of such rights unless and until
(i) it shall have notified the Company of the proposed disposition, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Warrantholder) satisfactory to the Company and its counsel to the effect that (A) appropriate action necessary for compliance with the 1933 Act has been taken, or (B) an exemption from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Preferred Stock or Preferred Stock issuable on the exercise of such rights do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial owner, and shall terminate as to any particular share of Preferred Stock when (1) such security shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration or (2) such security

shall have been sold without registration in compliance with Rule 144 under the 1933 Act, or (3) a letter shall have been issued to the Warrantholder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Warrantholder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Warrantholder or holder of a share of Preferred Stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holder, one or more new certificates for the Warrant or for such shares of Preferred Stock not bearing any restrictive legend.

(d) Financial Risk. The Warrantholder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to bear the economic risks of its investment.

(e) Risk of No Registration. The Warrantholder understands that if the Company does not register with the Securities and Exchange Commission pursuant to Section 12 of the 1933 Act, or file reports pursuant to Section 15
(d), of the Securities Exchange Act of 1934 (the "1934 Act"), or if a registration statement covering the securities under the 1933 Act is not in effect when it desires to sell (i) the rights to purchase Preferred Stock pursuant to this Warrant Agreement, or (ii) the Preferred Stock issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Warrantholder also understands that any sale of its rights of the Warrantholder to purchase Preferred Stock or Preferred stock which might be made by it in reliance upon Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of that Rule.

11. REGISTRATION.

Warrantholder and Company agree that Warrantholder shall be considered a "Holder" and that all shares of Common Stock issued upon conversion of the Preferred Stock subject to this Warrant Agreement shall be considered "Registrable Securities" and be subject to the same terms and conditions with respect to the registration and sale of such shares as set forth in Sections 2.3 and 2.4 - 2.13 of that certain Steritech, Inc. Investors' Rights Agreement dated December 27, 1991, by and among the Company and those certain Purchasers identified therein, attached hereto as Exhibit II.

12. TRANSFERS.

Subject to the terms and conditions contained in section 10 hereof, this Warrant Agreement and all rights hereunder are transferable in whole or in part by the Warrantholder and any successor transferee, provided, however, that in no event shall the

number of transfers of the rights and interests in all of the Warrants exceed three (3) transfers. The transfer shall be recorded on the books of the Company upon receipt by the Company of a notice of transfer in the form attached hereto as Exhibit III (the "Transfer Notice"), at its principal offices and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer.

13. MISCELLANEOUS.

(a) Effective Date. The provisions of this Warrant Agreement shall be construed and shall be given effect in all respects as if it had been executed and delivered by the Company on the date hereof. This Warrant Agreement shall be binding upon any successors or assigns of the Company.

(b) Attorney's Fees. In any litigation, arbitration or court proceeding between the Company and the Warrantholder relating hereto, the prevailing party shall be entitled to attorneys' fees and expenses and all costs of proceedings incurred in enforcing this Warrant Agreement.

(c) Governing Law. This Warrant Agreement shall be governed by and construed for all purposes under and in accordance with the laws of the State of California.

(d) Counterparts. This Warrant Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(e) Titles and Subtitles. The titles of the paragraphs and subparagraphs of this Warrant Agreement are for convenience and are not to be considered in construing this Agreement.

(f) Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail, by registered or certified mail, or as of the following business by day express mail addressed (i) to the Warrantholder at 6111 North River Road, Rosemont, Illinois 60018, attention:
Jim Labe, Venture Leasing Director, cc: Legal Department, and (ii) to the Company at 2341 Stanwell Drive, Concord, California 94520, or at such other address as any such party may subsequently designate by written notice to the other party.

(g) Specific Performance. The Company recognizes and agrees that the Warrantholder will not have an adequate remedy if the Company fails to comply with this Agreement and that damages will not be readily ascertainable, and the Company expressly agrees that, in the event of such failure, it shall not oppose an application by the Warrantholder or any other person entitled to the benefit of this Agreement requiring specific performance of any or all provisions hereof or enjoining the Company from continuing to commit any such breach of this Agreement.

(h) Survival. The representations, warranties, covenants and conditions of the respective parties contained herein or made pursuant to this Warrant Agreement shall survive the execution and delivery of this Warrant Agreement.

(i) Severability. In the event any one or more of the provisions of this Warrant Agreement shall for any reason be held invalid, illegal or unenforceable, the remaining provisions of this Warrant Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.

(j) Amendments. Any provision of this Warrant Agreement may be amended by a written instrument signed by the Company and by the Warrantholder.

(k) Additional Documents. The Company, upon execution of this Warrant Agreement, shall provide the Warrantholder with certified resolutions and an opinion from the Company's counsel addressed to the Warrantholder with respect to the representations, warranties and covenants set forth in subparagraphs (a) through (f) and subparagraphs (1), (m) and (o) of Section 9 above and shall also supply such other documents as the Warrantholder may from time to time reasonably request.

IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be executed by its officers thereunto duly authorized.

Company:

STERITECH, INC.

Dated July 12, 1993             By:    /s/ [SIG]
                                    -------------------------------

                                Title:     President/CEO
                                      -----------------------------

Warrantholder:

COMDISCO, INC.

By:    /s/ [SIG]
    -------------------------------

Title:     President
      -----------------------------
                10/11/93

Exhibit I

NOTICE OF EXERCISE

(1) The undersigned Warrantholder hereby elects to purchase ------------- shares of the Preferred Stock of Steritech, Inc. pursuant to the terms of the Warrant Agreement dated the 11th day of May, 1992 (the "Warrant Agreement") between Steritech, Inc. and the Warrantholder, and tenders herewith payment of the purchase price for such shares in full, together with all applicable transfer taxes, if any.

(2) In exercising its rights to purchase the Preferred Stock of Steritech, Inc., the undersigned hereby confirms and acknowledges the investment representations and warranties made in Section 10 of the Warrant Agreement.

(3) Please issue a certificate or certificates representing said shares of Preferred Stock in the name of the undersigned or in such other name as is specified below.

Warrantholder: COMDISCO, INC.

ACKNOWLEDGEMENT OF EXERCISE

The undersigned Steritech, Inc. hereby acknowledge receipt of the "Notice of Exercise" from Comdisco, Inc., to purchase_______ shares of the Preferred Stock, of Steritech, Inc. pursuant to the terms of the Warrant Agreement, and further acknowledges that_______ shares remain subject to purchase under the terms of the Warrant Agreement.

Company: STERITECH, INC.

Exhibit III

TRANSFER NOTICE

(To transfer or assign the foregoing warrant Agreement execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant Agreement and all rights evidenced thereby are hereby transferred and assigned to

NOTE: The signature to this Transfer Notice must correspond with the name as it appears on the face of the Warrant Agreement, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant Agreement.

EXHIBIT 10.9

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

WARRANT AGREEMENT

To Purchase Shares of the Series C Preferred Stock of Steritech, Inc. dated as of May 25, 1994

WHEREAS, Steritech, Inc., a California corporation (the "Company") has entered into a Master Lease Agreement dated as of May 11, 1992, Equipment Schedule No. VL-2, and related Summary Equipment Schedules (the "Leases") with Comdisco, Inc., a Delaware corporation (the "Warrantholder"); and

WHEREAS, the Company desires to grant to Warrantholder, in consideration for such Leases, the right to purchase shares of its Series C Preferred Stock;

NOW, THEREFORE, in consideration of the Warrantholder executing and delivering such Leases and in consideration of mutual covenants and agreements contained herein, the Company and Warrantholder certify and agree as follows:

1. GRANT OF THE RIGHT TO PURCHASE SERIES C PREFERRED STOCK.

For value received, the Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, 6,250 fully paid and non-assessable shares of the Company's Series C Preferred Stock ("Preferred Stock") at a purchase price of $8.00 per share (the "Exercise Price"). The number and purchase price of such shares are subject to adjustment as provided in Section 8 hereof.

2. TERM OF THE WARRANT AGREEMENT.

Except as otherwise provided for herein, the term of this Warrant Agreement and the right to purchase Preferred Stock as granted herein shall commence on the date of execution hereof and shall be exercisable for a period of (i) ten (10) years after the date of execution hereof, or (ii) five (5) years from the effective date of the Company's initial public offering, whichever is shorter.

3. EXERCISE OF THE PURCHASE RIGHTS.

The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I

(the "Notice of Exercise") , duly completed and executed. Upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Notice of Exercise indicating the number of shares which remain subject to future purchases, if any.

Notwithstanding anything to the contrary contained in Section 2 above or this Section 3, the Warrantholder shall either (i) exercise this Warrant by paying to the Company, by cash or check, an amount equal to the aggregate Warrant Price of the shares being purchased, or (ii) receive shares equal to the value (as determined below) of this Warrant by surrender of the Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the Warrantholder a number of shares of Preferred computed using the following formula:

Where:           X =  the number of shares of Preferred to be issued to the
                      Warrantholder.

                 Y =  the number of shares of Preferred under this Warrant.

                 A =  the fair market value of one share of Preferred Stock.

                 B =  Exercise Price.

As used herein, current fair market value of Preferred Stock shall mean with respect to each share of Preferred Stock the average of the closing prices of the Company's Common Stock (times the number of shares of Common Stock that a share of Preferred Stock is convertible into) sold on all securities exchanges on which the Common Stock may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day the Common Stock is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00
p.m., New York City time, or, if on any day the Common Stock is not quoted in the NASDAQ System, the average of the highest bid and lowest asked Price on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of 21 days consisting of the day as of which the current fair market value of Common Stock is being determined and the 20 consecutive business days prior to such day. If at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the current fair market value of Preferred Stock shall be the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Preferred Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the Board of Directors of the Company, unless (i)the Company shall become subject to a merger, acquisition or other consolidation pursuant to

which the Company is not the surviving party, in which case the current fair market value of the Preferred Stock shall be deemed to be the value received by the holders of the Company's Series A Preferred Stock for each share of Series A Preferred Stock (or Common Stock if all such shares have been converted into Common Stock) pursuant to the Company's Acquisition; or (ii) the Warrantholder shall purchase such shares in conjunction with the initial underwritten public offering of the Company's Common Stock (times the number of shares of Common Stock that a share of Preferred Stock is convertible into) pursuant to a registration statement filed under the Securities Act of 1933, in which case, the fair market value of the shares of stock subject to this Warrant shall be the price at which all registered shares are sold to the public in such offering.

4. RESERVATION OF SHARES.

(a) Authorization and Reservation of Shares. During the term of this Warrant Agreement, the Company will at all times have authorized and reserved a sufficient number of shares of its Preferred Stock to provide for the exercise of the rights to purchase Preferred Stock as provided for herein.

(b) Registration or Listing. If any shares of Preferred Stock required to be reserved for purposes of exercise of the Warrant Agreement hereunder require registration with or approval of any governmental authority under any Federal or State law (other than any registration under the Securities Act of 1933, as then in effect, or any similar Federal statute then enforced, or any state securities law, required by reason of any transfer involved in such conversion) , or listing on any domestic securities exchange, before such shares may be issued upon conversion, the Company will, at its expense and as expeditiously as possible, use its best efforts to cause such shares to be duly registered, listed or approved for listing on such domestic securities exchange, as the case may be.

5. NO FRACTIONAL SHARES OR SCRIP.

No fractional shares or scrip representing fractional shares shall be issued upon the exercise of the Warrantholder's rights to purchase Preferred Stock, but in lieu of such fractional shares the Company shall make a cash payment therefor upon the basis of the Exercise Price then in effect.

6. NO RIGHTS AS SHAREHOLDERS.

This Warrant Agreement does not entitle the Warrantholder to any voting rights or other rights as a shareholder of the Company prior to the exercise of the Warrantholder's rights to purchase Preferred Stock as provided for herein.

7. WARRANTHOLDER REGISTRY.

The Company shall maintain a registry showing the name and address of the registered holder of this Warrant Agreement.

8. ADJUSTMENT RIGHTS.

The purchase price per share and the number or character of shares of Preferred Stock issuable upon exercise of this Warrant (or any shares of stock or other securities or property at the time received or issuable upon exercise of this Warrant) are subject to adjustment from time to time, as follows:

(a) Merger and Sale of Assets. If at any time there shall be a capital reorganization of the shares of the Company's stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation when the company is not the surviving corporation, or the sale of all or substantially all of the Company's properties and assets to any other person in such a way that holders of Preferred Stock shall be entitled to receive stock, securities or other assets or property, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive upon exercise of its rights to purchase Preferred Stock, the number of shares of Preferred Stock or other securities of the successor corporation resulting from such merger or consolidation, to which a holder of the Preferred Stock deliverable upon exercise of the right to purchase Preferred Stock hereunder would have been entitled in such capital reorganization, merger, consolidation or sale if the right to purchase such Preferred Stock hereunder had been exercised immediately prior to such capital reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of the Warrantholder after the reorganization, merger, consolidation or sale to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Preferred Stock purchasable pursuant to the terms and conditions of this Warrant Agreement) shall be applicable after that event, as near as reasonably may be, in relation to any shares deliverable after that event upon the exercise of the Warrantholder's rights to purchase Preferred Stock pursuant to this Warrant Agreement.

(b) Reclassification of Shares. If the Company at any time shall, by combination, reclassification, exchange or subdivision of securities or otherwise, change any of the securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change.

(c) Subdivision or Combination of Shares. If the Company at any time shall combine or subdivide its Preferred Stock, the Exercise Price and the number of shares of Preferred Stock (or any other shares

of stock or other securities issuable upon exercise of this Warrant) shall be proportionately adjusted to reflect any such combination or subdivision.

(d) Stock Dividends. If the Company at any time shall pay a dividend payable in, or make any other distribution (except any distribution specifically provided for in the foregoing subsections (a) , (b) or (c)) with respect to the Preferred Stock (or any other shares of stock or other securities at the time issuable upon exercise of this Warrant) then, and in each such case, the Warrantholder on exercise of its purchase rights under this Warrant Agreement at any time after the consummation, effective date or record date of such event, shall receive, in addition to the shares of Preferred Stock (or such other stock or securities) issuable on such exercise prior to such date, and without payment of any additional consideration therefor, the securities or such other property of the Company to which such Warrantholder would have been entitled upon such date if such Warrantholder had exercised its purchase rights under this Warrant Agreement as of the date on which holders of Preferred Stock received or became entitled to receive such shares or all other additional stock and other securities and property (all subject to further adjustment as provided in this Warrant Agreement).

(e) Adjustments Set Forth in Articles of Incorporation. In addition to the foregoing adjustments, the conversion rate of the Preferred Stock into Common Stock is subject to adjustments as set forth in the Company's Articles of Incorporation. The Company represents that as of the date of execution hereof, each share of Preferred Stock was convertible into one share of Common Stock.

(f) Conversion of Preferred Stock. In case all the authorized Preferred Stock of the Company is converted, pursuant to the Company's Articles of Incorporation, into Common Stock or other securities or property, or the Preferred Stock otherwise ceases to exist, then, in such case, the purchase rights under this Warrant Agreement as of the date on which the Preferred Stock is so converted or ceases to exist (the "Termination Date"), shall immediately become exercisable for, in lieu of the number of shares of Preferred Stock that would have been issuable upon such exercise immediately prior to the Termination Date (the "Formerly Issuable Number of Shares of Preferred Stock"), the stock and other securities and property which the Warrantholder would have been entitled to receive upon the Termination date if the Warrantholder had exercised the purchase rights under this Warrant Agreement with respect to the Formerly Issuable Number of Shares of Preferred Stock immediately prior to the Termination Date (all subject to further adjustment as provided in this Warrant Agreement).

(g) Common Stock Dividends. If the Company at any time following the conversion of the Preferred Stock and prior to the exercise of the purchase rights under this Warrant Agreement shall pay a dividend with respect to Common Stock payable in shares of Common Stock, or make any other distribution with respect to Common Stock, then the Exercise Price shall be adjusted, from and after the date of determination of the shareholders entitled to receive such dividend or distribution, to that price determined by multiplying the Exercise

Price in effect by a fraction (i) the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of shares of the Common Stock outstanding immediately after such dividend or distribution.

(h) Notice of Adjustments. In the event that: (i) the Company shall declare any dividend or distribution upon its stock, whether in cash, property, stock or other securities; (ii) the Company shall offer for subscription prorata to the holders of any class of its Preferred or other convertible stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company's assets; or (iv) there shall be any voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder:

(i) At least ten (10) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company's assets, dissolution, liquidation or winding up; and

(ii) In the case of any such capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company's assets, dissolution, liquidation or winding up, at least ten (10) days' prior written notice of the date when the same shall take place (and specifying the date on which the holders of Preferred Stock shall be entitled to exchange their Preferred Stock for securities or other property deliverable upon such capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company's assets, dissolution, liquidation or winding up).

Each such written notice shall set forth, in reasonable detail, (i) the event requiring the adjustment, (ii) the amount of the adjustment, (iii) the method by which such adjustment was calculated, (iv) the Exercise Price, and
(v) the number of shares subject to purchase hereunder after giving effect to such adjustment.

(i) Registration and Listing. The Company will take all such actions as may be necessary to assure that all shares of Preferred Stock issuable pursuant to this Warrant Agreement may be so issued without violation of any applicable law or regulation or any requirements of any domestic stock exchange (except for official notice of issuance, which will be immediately transmitted by the Company upon issuance) upon which shares of Preferred Stock or other shares of the same class may be listed. The Company will not take any action which will result in any adjustment of the number of shares of Preferred Stock issuable upon exercise of this Warrant Agreement if

the total number of shares of Preferred Stock issuable after such action upon exercise of the Warrant Agreement then outstanding, together with the total number of shares of Preferred Stock then outstanding, would exceed the total number of shares of Preferred Stock then authorized and not reserved for any purpose other than the purpose of issue upon exercise of the Warrant Agreement.

9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.

Except as set forth in the Schedule of Exceptions attached hereto as Schedule A, the Company hereby represents and warrants to the Warrantholder as follows:

(a) Reservation of Preferred Stock. The Preferred Stock issuable upon exercise of the Warrantholder's rights has been duly and validly reserved and, when issued in accordance with the provisions of this Warrant Agreement, will be validly issued, fully paid and nonassessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, however, that the Preferred Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal securities laws. The Company has made available to the Warrantholder true, correct and complete copies of its Articles of Incorporation and By-Laws, as amended, and minutes of all Board of Directors (including all committees of the Board of Directors, if any) and all Shareholder meetings. The issuance of certificates for shares of Preferred Stock upon exercise of the Warrant Agreement shall be made without charge to the Warrantholder for any issuance tax in respect thereof, or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Preferred Stock; provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than that of the Warrantholder. The Company will not close its books against the transfer of the Warrant Agreement or of any share of Preferred Stock issued or issuable upon exercise of the Warrant and any agreement in any manner which interferes with the timely exercise of the Warrant.

(b) Due Authority. The execution and delivery by the Company of the Leases, and this Warrant Agreement and the performance of all obligations of the Company thereunder and hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Stock set forth in Section 1 above (which number of shares may be from time to time adjusted pursuant to the terms of Section 8 above) have been duly authorized by all necessary corporate action on the part of the Company, and the Leases and this Warrant Agreement are not inconsistent with the Company's Articles of Incorporation or ByLaws, do not contravene any law or governmental rule, regulation or order applicable to it, do not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound, and the Leases and this Warrant Agreement constitute legal, valid and binding agreements of the Company, enforceable in accordance with their respective terms.

(c) Consents and Approvals. No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, Federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Warrant Agreement, except for the filing of notices pursuant to Regulation D under the Securities Exchange Act of 1933, as amended, (the "1933 Act") and Section 25102 (f) of the California Corporate Securities Law, which filings will be effective by the time required thereby.

(d) Litigation. There are no actions, suits, audits, investigations or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company in any court or before any governmental commission, board or authority which, if adversely determined, will have a material adverse effect on the ability of the Company to perform its obligations under the Leases and this Warrant Agreement.

(e) Subsidiaries or Affiliates. The Company has no subsidiaries or affiliated companies and does not otherwise own or control, directly or indirectly, any other corporation, association or business entity.

(f) Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition:

(i) The authorized capital of the Company consists of (A) 4,000,000 shares of Common Stock, of which 1,020,000 shares are issued and outstanding, and (B) 2,198,191 shares of preferred stock, of which 761,079 shares have been designated Series A Preferred Stock, 714,286 of which have been issued and are outstanding and 289,663 shares have been designated Series B Preferred Stock, 285,714 of which have been issued and are outstanding and 1,147,449 of which are designated Series C Preferred Stock, 914,884 of which are issued and outstanding. Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock is convertible into one share of Common Stock.

(ii) The Company has reserved (A) 400,000 shares of Common Stock for issuance under its Stock Option Plan, under which 267,140 options have been granted subject to qualification with the California Department of Corporation at an average price ranging from of $.385 to $.80 per share. The Company has issued warrants exercisable for 20,779 shares of Series A Preferred Stock with an exercise price of $3.85, 19,747 shares of Series B Preferred stock with an exercise price of $5.065 per share and 17,570 shares of Series C Preferred Stock at $6.80 per share. There are no other options, warrants, conversion privileges or other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company's capital stock or other securities of the Company.

(iii) In accordance with the Company's Articles of Incorporation, no shareholder of the Company has preemptive rights to purchase new issuances of the Company's capital stock.

(g) Financial Statements. The Company has delivered to the Warrantholder its unaudited Consolidated Balance Sheet and Consolidated Statement of Income for the 4 month period ending 4/30/94 the "Financial Statements"). The Financial Statements are complete and correct in all material respects and have been prepared in accordance with generally accepted accounting principles (except for the absence of footnotes) applied on a consistent basis throughout the periods indicated. The condition and operating results of the Company as of the dates and during the periods indicated therein are true and correct in all material aspects, subject as to the Consolidated Balance Sheet and Consolidated Statement of Income for the 4 months then ending April 30, 1994 to normal year-end audit adjustments. Since April 30, 1994 there has been no change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements other than changes in the ordinary course of business which have not been, individually or in the aggregate, materially adverse.

The Company shall deliver to the Warrantholder (i) within one hundred twenty (120) days after the end of the Company's fiscal year, statements of income for such fiscal year, a consolidated balance sheet of the Company as of the end of such year and consolidated statement of the sources and application of funds for such year, which year-end financial reports shall be in reasonable detail and certified by independent public accountants of nationally recognized standing selected by the Company, and (ii) within forty-five (45) days after the end of each fiscal quarter other than the last fiscal quarter, unaudited consolidated statements of income and sources and application of funds for such quarter and a consolidated balance sheet as of the end of such quarter.

(h) Contingent and Absolute Liabilities. The Company has no material liabilities or obligations, absolute or contingent except the liabilities and obligations of the Company as set forth in the Financial Statements and liabilities and obligations which have occurred in the ordinary course of business, and which have not been materially adverse.

(i) Licenses, Patents and Copyright. To the best of the Company's knowledge, the Company owns, possesses, has access to, or can become licensed on reasonable terms under, all patents, patent applications, trademarks, trade names, inventions, franchises, licenses, permits, computer software and copyrights necessary for the operation of its business as now conducted, with no known infringement of, or conflict with, the rights of others.

(j) Employee Contracts. To the best of the Company's knowledge, no employee of the Company is in violation of any material term of any employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of any such employee with

the Company or any prior employer because of the nature of the business conducted by the Company.

(k) Insurance. The Company has in full force and effect insurance policies, with extended coverage, insuring the Company and its property and business against such losses and risks, and in such amounts, as are customary for corporations engaged in a similar business and similarly situated and as otherwise may be required pursuant to the terms of any other contract or agreement.

(1) Other Commitments to Register Securities. Except as set forth in this Warrant Agreement and pursuant to that certain Steritech, Inc. Investors' Right Agreement dated December 27, 1991, the Company is not, pursuant to the terms of any other agreement currently in existence, under any obligation to register under the 1933 Act, any of its presently outstanding securities or any of its securities which may hereafter be issued.

(m) Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of the Warrantholder's right to purchase such Preferred Stock will constitute transactions exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the California Corporations Code, in reliance upon Section 25102(f).

(n) Compliance with Rule 144. At the written request of the Warrantholder, who proposes to sell Preferred Stock issuable upon the exercise of the Warrant in compliance with Rule 144 promulgated by the Securities and Exchange Commission under the 1933 Act, the Company shall furnish to the Warrantholder, within ten days after receipt of such request, a written statement confirming the Company's compliance with the filing requirements of the Securities and Exchange Commission as set forth in such Rule, as such Rule may be amended from time to time.

(o) No Events of Default, Material Contracts. All material contracts, agreements and instruments to which the Company is a party are in full force and effect in all material respects, and are valid, binding and enforceable by the Company in accordance with their respective terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally, and rules of law concerning equitable remedies and no event of default, and no event which, with the passing of time or the giving of notice, or both, would constitute an event of default has occurred or is continuing under any such contract, agreement or instrument.

(p) Brokers' Fees. The Company has not incurred, and will not incur, directly or indirectly, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with the Warrant Agreement or any other transaction contemplated thereby.

(q) Untrue, Misleading Statements. No representation or warranty of the Company contained in the Leases, and this Warrant

Agreement or any certificate or exhibit furnished or to be furnished to Warrantholder pursuant thereto or in connection with the transactions contemplated thereby (when read together) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein not misleading.

10. REPRESENTATIONS AND COVENANTS OF THE WARRANTHOLDER.

This Warrant Agreement has been entered into by the Company in reliance upon the following representations and covenants of the Warrantholder, which by its execution hereof the Warrantholder hereby confirms:

(a) Investment Purpose. The right to acquire Preferred Stock or the Preferred Stock issuable upon exercise of the Warrantholder's rights contained herein will be acquired for investment and not with a view to the sale or distribution of any part thereof, and the Warrantholder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption.

(b) Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of the Warrantholder's rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

(c) Disposition of Warrantholder's Rights. In no event will the Warrantholder make a disposition of any of its rights to acquire Preferred Stock or Preferred Stock issuable upon exercise of such rights unless and until
(i) it shall have notified the Company of the proposed disposition, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Warrantholder) satisfactory to the Company and its counsel to the effect that (A) appropriate action necessary for compliance with the 1933 Act has been taken, or (B) an exemption from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Preferred Stock or Preferred Stock issuable on the exercise of such rights do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial owner, and shall terminate as to any particular share of Preferred Stock when (1) such security shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration or (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act, or (3) a letter shall have been issued to the Warrantholder at its request by the staff of the Securities and Exchange Commission or a ruling shall have been issued to the Warrantholder at its request by such Commission stating that no action

shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Warrantholder or holder of a share of Preferred Stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holder, one or more new certificates for the Warrant or for such shares of Preferred Stock not bearing any restrictive legend.

(d) Financial Risk. The Warrantholder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to bear the economic risks of its investment.

(e) Risk of No Registration. The Warrantholder understands that if the Company does not register with the Securities and Exchange Commission pursuant to Section 12 of the 1933 Act, or file reports pursuant to Section
15(d), of the Securities Exchange Act of 1934 (the "1934 Act"), or if a registration statement covering the securities under the 1933 Act is not in effect when it desires to sell (i) the rights to purchase Preferred Stock pursuant to this Warrant Agreement, or (ii) the Preferred Stock issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Warrantholder also understands that any sale of its rights of the Warrantholder to purchase Preferred Stock or Preferred Stock which might be made by it in reliance upon Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of that Rule.

11. REGISTRATION.

Warrantholder and Company agree that Warrantholder shall be considered a "Holder" and that all shares of Common Stock issued upon conversion of the Preferred Stock subject to this Warrant Agreement shall be considered "Registrable Securities" and be subject to the same terms and conditions with respect to the registration and sale of such shares as set forth in Sections 2.3 and 2.4 - 2.13 of that certain Steritech, Inc. Investors' Rights Agreement dated December 27, 1991, by and among the Company and those certain Purchasers identified therein, attached hereto as Exhibit II.

12. TRANSFERS.

Subject to the terms and conditions contained in Section 10 hereof, this Warrant Agreement and all rights hereunder are transferable in whole or in part by the Warrantholder and any successor transferee, provided, however, that in no event shall the number of transfers of the rights and interests in all of the Warrants exceed three (3) transfers. The transfer shall be recorded on the books of the Company upon receipt by the Company of a notice of transfer in the form attached hereto as Exhibit III (the "Transfer Notice"), at its principal offices and the payment to the Company of

all transfer taxes and other governmental charges imposed on such transfer.

13. MISCELLANEOUS.

(a) Effective Date. The provisions of this Warrant Agreement shall be construed and shall be given effect in all respects as if it had been executed and delivered by the Company on the date hereof. This Warrant Agreement shall be binding upon any successors or assigns of the Company.

(b) Attorney's Fees. In any litigation, arbitration or court proceeding between the Company and the Warrantholder relating hereto, the prevailing party shall be entitled to attorneys' fees and expenses and all costs of proceedings incurred in enforcing this Warrant Agreement.

(c) Governing Law. This Warrant Agreement shall be governed by and construed for all purposes under and in accordance with the laws of the State of California.

(d) Counterparts. This Warrant Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(e) Titles and Subtitles. The titles of the paragraphs and subparagraphs of this Warrant Agreement are for convenience and are not to be considered in construing this Agreement.

(f) Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail, by registered or certified mail, or as of the following business by day express mail addressed (i) to the Warrantholder at 6111 North River Road, Rosemont, Illinois 60018, attention:
Jim Labe, Venture Leasing Director, cc: Legal Department, and (ii) to the Company at 2525 Stanwell Drive, Suite 300, Concord, California 94520, or at such other address as any such party may subsequently designate by written notice to the other party.

(g) Specific Performance. The Company recognizes and agrees that the Warrantholder will not have an adequate remedy if the Company fails to comply with this Agreement and that damages will not be readily ascertainable, and the Company expressly agrees that, in the event of such failure, it shall not oppose an application by the Warrantholder or any other person entitled to the benefit of this Agreement requiring specific performance of any or all provisions hereof or enjoining the Company from continuing to commit any such breach of this Agreement.

(h) Survival. The representations, warranties, covenants and conditions of the respective parties contained herein or made pursuant to this Warrant Agreement shall survive the execution and delivery of this Warrant Agreement.

(i) Severability. In the event any one or more of the provisions of this Warrant Agreement shall for any reason be held invalid, illegal or unenforceable, the remaining provisions of this Warrant Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.

(j) Amendments. Any provision of this Warrant Agreement may be amended by a written instrument signed by the Company and by the Warrantholder.

(k) Additional Documents. The Company, upon execution of this Warrant Agreement, shall provide the Warrantholder with certified resolutions and an opinion from the Company's counsel addressed to the Warrantholder with respect to the representations, warranties and covenants set forth in subparagraphs (a) through (f) and subparagraphs (1), (m) and (o) of Section 9 above and shall also supply such other documents as the Warrantholder may from time to time reasonably request.

IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be executed by its officers thereunto duly authorized.

Company:

STERITECH, INC.

Dated June 27, 1994                 By:    /s/ [SIG]
                                           -------------------------------

                                    Title: Controller/Corp. Sec.
                                           -------------------------------

Warrantholder:

COMDISCO, INC.

By:    /s/ [SIG]
       -------------------------------

Title:
       -------------------------------

Exhibit I

NOTICE OF EXERCISE

(1) The undersigned Warrantholder hereby elects to purchase______ shares of the Preferred Stock of Steritech, Inc. pursuant to the terms of the Warrant Agreement dated the 25th day of May, 1994 (the "Warrant Agreement") between Steritech, Inc. and the Warrantholder, and tenders herewith payment of the purchase price for such shares in full, together with all applicable transfer taxes, if any.

(2) In exercising its rights to purchase the Preferred Stock of Steritech, Inc., the undersigned hereby confirms and acknowledges the investment representations and warranties made in Section 10 of the Warrant Agreement.

(3) Please issue a certificate or certificates representing said shares of Preferred Stock in the name of the undersigned or in such other name as is specified below.

Warrantholder: COMDISCO, INC.

ACKNOWLEDGEMENT OF EXERCISE

The undersigned Steritech, Inc. hereby acknowledge receipt of the "Notice of Exercise" from Comdisco, Inc., to purchase ________ shares of the Preferred Stock, of Steritech, Inc. pursuant to the terms of the Warrant Agreement, and further acknowledges that ________ shares remain subject to purchase under the terms of the Warrant Agreement.

Company: STERITECH, INC.

Exhibit III

TRANSFER NOTICE

(To transfer or assign the foregoing Warrant Agreement execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant Agreement and all rights evidenced thereby are hereby transferred and assigned to

NOTE: The signature to this Transfer Notice must correspond with the name as it appears on the face of the Warrant Agreement, without alteration or enlargement or any change whatever. officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant Agreement.

EXHIBIT 10.10

THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED, OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT RELATED THERETO OR AN OPINION OF COUNSEL (WHICH MAY BE COMPANY COUNSEL) REASONABLY SATISFACTORY TO THE COMPANY THAT SUCH REGISTRATION IS NOT REQUIRED UNDER THE SECURITIES ACT OF 1933.

WARRANT AGREEMENT

To Purchase Shares of the Series D Preferred Stock of Steritech, Inc. dated as of April 25, 1995

WHEREAS, Steritech, Inc., a California corporation (the "Company") has entered into a Master Lease Agreement dated as of May 11, 1992, Equipment Schedule No. VL-3, and related Summary Equipment Schedules (the "Leases") with Comdisco, Inc., a Delaware corporation (the "Warrantholder"); and

WHEREAS, the Company desires to grant to Warrantholder, in consideration for such Leases, the right to purchase shares of its Series C Preferred Stock;

NOW, THEREFORE, in consideration of the Warrantholder executing and delivering such Leases and in consideration of mutual covenants and agreements contained herein, the Company and Warrantholder certify and agree as follows:

1. GRANT OF THE RIGHT TO PURCHASE SERIES D PREFERRED STOCK.

For value received, the Company hereby grants to the Warrantholder, and the Warrantholder is entitled, upon the terms and subject to the conditions hereinafter set forth, to subscribe for and purchase, from the Company, 4,500 fully paid and non-assessable shares of the Company's Series D Preferred Stock ("Preferred Stock") at a purchase price of $10.50 per share (the "Exercise Price"). The number and purchase price of such shares are subject to adjustment as provided in Section 8 hereof.

2. TERM OF THE WARRANT AGREEMENT.

Except as otherwise provided for herein, the term of this Warrant Agreement and the right to purchase Preferred Stock as granted herein shall commence on the date of execution hereof and shall be exercisable for a period of (i) ten (10) years after the date of execution hereof, or (ii) five (5) years from the effective date of the Company's initial public offering, whichever is shorter.

3. EXERCISE OF THE PURCHASE RIGHTS.

The purchase rights set forth in this Warrant Agreement are exercisable by the Warrantholder, in whole or in part, at any time, or from time to time, prior to the expiration of the term set forth in Section 2 above, by tendering to the Company at its principal office a notice of exercise in the form attached hereto as Exhibit I

(the "Notice of Exercise"), duly completed and executed. Upon receipt of the Notice of Exercise and the payment of the purchase price in accordance with the terms set forth below, the Company shall issue to the Warrantholder a certificate for the number of shares of Preferred Stock purchased and shall execute the Notice of Exercise indicating the number of shares which remain subject to future purchases, if any.

Notwithstanding anything to the contrary contained in section 2 above or this Section 3, the Warrantholder shall either (i) exercise this Warrant by paying to the Company, by cash or check, an amount equal to the aggregate Warrant Price of the shares being purchased, or (ii) receive shares equal to the value (as determined below) of this Warrant by surrender of the Warrant at the principal office of the Company together with notice of such election in which event the Company shall issue to the Warrantholder a number of shares of Preferred computed using the following formula:

Where:    X  =      the number of shares of Preferred to be issued to
                    the Warrantholder.
          Y  =      the number of shares of Preferred under this
                    Warrant.
          A  =      the fair market value of one share of Preferred
                    Stock.
          B  =      Exercise Price.

As used herein, current fair market value of Preferred Stock shall mean with respect to each share of Preferred Stock the average of the closing prices of the Company's Common Stock (times the number of shares of Common Stock that a share of Preferred Stock is convertible into) sold on all securities exchanges on which the Common Stock may at the time be listed, or, if there have been no sales on any such exchange on any day, the average of the highest bid and lowest asked prices on all such exchanges at the end of such day, or, if on any day the Common Stock is not so listed, the average of the representative bid and asked prices quoted in the NASDAQ System as of 4:00
p.m., New York City time, or, if on any day the Common Stock is not quoted in the NASDAQ System, the average of the highest bid and lowest asked price on such day in the domestic over-the-counter market as reported by the National Quotation Bureau, Incorporated, or any similar successor organization, in each such case averaged over a period of 21 days consisting of the day as of which the current fair market value of Common Stock is being determined and the 20 consecutive business days prior to such day. If at any time the Common Stock is not listed on any securities exchange or quoted in the NASDAQ System or the over-the-counter market, the current fair market value of Preferred Stock shall be the highest price per share which the Company could obtain from a willing buyer (not a current employee or director) for shares of Preferred Stock sold by the Company, from authorized but unissued shares, as determined in good faith by the Board of Directors of the Company, unless (i) the Company shall become subject to a merger, acquisition or other consolidation pursuant to

which the Company is not the surviving party, in which case the current fair market value of the Preferred Stock shall be deemed to be the value received by the holders of the Company's Series D Preferred Stock for each share of Series D Preferred Stock (or Common Stock if all such shares have been converted into Common Stock) pursuant to the Company's Acquisition; or (ii) the Warrantholder shall purchase such shares in conjunction with the initial underwritten public offering of the Company's Common Stock (times the number of shares of Common Stock that a share of Preferred Stock is convertible into) pursuant to a registration statement filed under the Securities Act of 1933, in which case, the fair market value of the shares of stock subject to this Warrant shall be the price at which all registered shares are sold to the public in such offering.

4. RESERVATION OF SHARES.

(a) Authorization and Reservation of Shares. During the term of this Warrant Agreement, the Company will at all times have authorized and reserved a sufficient number of shares of its Preferred Stock to provide for the exercise of the rights to purchase Preferred Stock as provided for herein.

(b) Registration or Listing. If any shares of Preferred Stock required to be reserved for purposes of exercise of the Warrant Agreement hereunder require registration with or approval of any governmental authority under any Federal or State law (other than any registration under the Securities Act of 1933, as then in effect, or any similar Federal statute then enforced, or any state securities law, required by reason of any transfer involved in such conversion), or listing on any domestic securities exchange, before such shares may be issued upon conversion, the Company will, at its expense and as expeditiously as possible, use its best efforts to cause such shares to be duly registered, listed or approved for listing on such domestic securities exchange, as the case may be.

5. NO FRACTIONAL SHARES OR SCRIP.

No fractional shares or scrip representing fractional shares shall be issued upon the exercise of the Warrantholder's rights to purchase Preferred Stock, but in lieu of such fractional shares the Company shall make a cash payment therefor upon the basis of the Exercise Price then in effect.

6. NO RIGHTS AS SHAREHOLDERS.

This Warrant Agreement does not entitle the Warrantholder to any voting rights or other rights as a shareholder of the Company prior to the exercise of the Warrantholder's rights to purchase Preferred Stock as provided for herein.

7. WARRANTHOLDER REGISTRY.

The Company shall maintain a registry showing the name and address of the registered holder of this Warrant Agreement.

8. ADJUSTMENT RIGHTS.

The purchase price per share and the number or character of shares of Preferred Stock issuable upon exercise of this Warrant (or any shares of stock or other securities or property at the time received or issuable upon exercise of this Warrant) are subject to adjustment from time to time, as follows:

(a) Merger and Sale of Assets. If at any time there shall be a capital reorganization of the shares of the Company's stock (other than a combination, reclassification, exchange or subdivision of shares otherwise provided for herein), or a merger or consolidation of the Company with or into another corporation when the Company is not the surviving corporation, or the sale of all or substantially all of the Company's properties and assets to any other person in such a way that holders of Preferred Stock shall be entitled to receive stock, securities or other assets or property, then, as a part of such reorganization, merger, consolidation or sale, lawful provision shall be made so that the Warrantholder shall thereafter be entitled to receive upon exercise of its rights to purchase Preferred Stock, the number of shares of Preferred Stock or other securities of the successor corporation resulting from such merger or consolidation, to which a holder of the Preferred Stock deliverable upon exercise of the right to purchase Preferred Stock hereunder would have been entitled in such capital reorganization, merger, consolidation or sale if the right to purchase such Preferred Stock hereunder had been exercised immediately prior to such capital reorganization, merger, consolidation or sale. In any such case, appropriate adjustment (as determined in good faith by the Company's Board of Directors) shall be made in the application of the provisions of this Warrant Agreement with respect to the rights and interest of the Warrantholder after the reorganization, merger, consolidation or sale to the end that the provisions of this Warrant Agreement (including adjustments of the Exercise Price and number of shares of Preferred Stock purchasable pursuant to the terms and conditions of this Warrant Agreement) shall be applicable after that event, as near as reasonably may be, in relation to any shares deliverable after that event upon the exercise of the Warrantholder's rights to purchase Preferred Stock pursuant to this Warrant Agreement.

(b) Reclassification of Shares. If the Company at any time shall, by combination, reclassification, exchange or subdivision of securities or otherwise, change any of the securities as to which purchase rights under this Warrant Agreement exist into the same or a different number of securities of any other class or classes, this Warrant Agreement shall thereafter represent the right to acquire such number and kind of securities as would have been issuable as the result of such change with respect to the securities which were subject to the purchase rights under this Warrant Agreement immediately prior to such combination, reclassification, exchange, subdivision or other change.

(c) Subdivision or Combination of Shares. If the Company at any time shall combine or subdivide its Preferred Stock, the Exercise Price and the number of shares of Preferred Stock (or any other shares

of stock or other securities issuable upon exercise of this Warrant) shall be proportionately adjusted to reflect any such combination or subdivision.

(d) Stock Dividends. If the Company at any time shall pay a dividend payable in, or make any other distribution (except any distribution specifically provided for in the foregoing subsections (a), (b) or (c)) with respect to the Preferred Stock (or any other shares of stock or other securities at the time issuable upon exercise of this Warrant) then, and in each such case, the Warrantholder on exercise of its purchase rights under this Warrant Agreement at any time after the consummation, effective date or record date of such event, shall receive, in addition to the shares of Preferred Stock (or such other stock or securities) issuable on such exercise prior to such date, and without payment of any additional consideration therefor, the securities or such other property of the Company to which such Warrantholder would have been entitled upon such date if such Warrantholder had exercised its purchase rights under this Warrant Agreement as of the date on which holders of Preferred Stock received or became entitled to receive such shares or all other additional stock and other securities and property (all subject to further adjustment as provided in this Warrant Agreement).

(e) Adjustments Set Forth in Articles of Incororation. In addition to the foregoing adjustments, the conversion rate of the Preferred Stock into Common Stock is subject to adjustments as set forth in the Company's Articles of Incorporation. The Company represents that as of the date of execution hereof, each share of Preferred Stock was convertible into one share of Common Stock.

(f) Conversion of Preferred Stock. In case all the authorized Preferred Stock of the Company is converted, pursuant to the Company's Articles of Incorporation, into Common Stock or other securities or property, or the Preferred Stock otherwise ceases to exist, then, in such case, the purchase rights under this Warrant Agreement as of the date on which the Preferred Stock is so converted or ceases to exist (the "Termination Date"), shall immediately become exercisable for, in lieu of the number of shares of Preferred Stock that would have been issuable upon such exercise immediately prior to the Termination Date (the "Formerly Issuable Number of Shares of Preferred Stock"), the stock and other securities and property which the Warrantholder would have been entitled to receive upon the Termination date if the Warrantholder had exercised the purchase rights under this Warrant Agreement with respect to the Formerly Issuable Number of Shares of Preferred Stock immediately prior to the Termination Date (all subject to further adjustment as provided in this Warrant Agreement).

(g) Common Stock Dividends. If the Company at any time following the conversion of the Preferred Stock and prior to the exercise of the purchase rights under this Warrant Agreement shall pay a dividend with respect to Common Stock payable in shares of Common Stock, or make any other distribution with respect to Common Stock, then the Exercise Price shall be adjusted, from and after the date of determination of the shareholders entitled to receive such dividend or distribution, to that price determined by multiplying the Exercise

Price in effect by a fraction (i) the numerator of which shall be the total number of shares of Common Stock outstanding immediately prior to such dividend or distribution, and (ii) the denominator of which shall be the total number of shares of the Common Stock outstanding immediately after such dividend or distribution.

(h) Notice of Adjustments. In the event that: (i) the Company shall declare any dividend or distribution upon its stock, whether in cash, property, stock or other securities; (ii) the Company shall offer for subscription prorata to the holders of any class of its Preferred or other convertible stock any additional shares of stock of any class or other rights;
(iii) there shall be any capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company's assets; or (iv) there shall be any voluntary or involuntary dissolution, liquidation or winding up of the Company; then, in connection with each such event, the Company shall send to the Warrantholder:

(i) At least ten (10) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution, subscription rights (specifying the date on which the holders of Preferred Stock shall be entitled thereto) or for determining rights to vote in respect of such capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company's assets, dissolution, liquidation or winding up; and

(ii) In the case of any such capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company's assets, dissolution, liquidation or winding up, at least ten (10) days' prior written notice of the date when the same shall take place (and specifying the date on which the holders of Preferred Stock shall be entitled to exchange their Preferred Stock for securities or other property deliverable upon such capital reorganization, reclassification, consolidation, merger or sale of all or substantially all of the Company's assets, dissolution, liquidation or winding up).

Each such written notice shall set forth, in reasonable detail, (i) the event requiring the adjustment, (ii) the amount of the adjustment, (iii) the method by which such adjustment was calculated, (iv) the Exercise Price, and (v) the number of shares subject to purchase hereunder after giving effect to such adjustment.

(i) Registration and Listing. The Company will take all such actions as may be necessary to assure that all shares of Preferred Stock issuable pursuant to this Warrant Agreement may be so issued without violation of any applicable law or regulation or any requirements of any domestic stock exchange (except for official notice of issuance, which will be immediately transmitted by the Company upon issuance) upon which shares of Preferred Stock or other shares of the same class may be listed. The Company will not take any action which will result in any adjustment of the number of shares of Preferred Stock issuable upon exercise of this Warrant Agreement if

the total number of shares of Preferred Stock issuable after such action upon exercise of the Warrant Agreement then outstanding, together with the total number of shares of Preferred Stock then outstanding, would exceed the total number of shares of Preferred Stock then authorized and not reserved for any purpose other than the purpose of issue upon exercise of the Warrant Agreement.

9. REPRESENTATIONS, WARRANTIES AND COVENANTS OF THE COMPANY.

Except as set forth in the Schedule of Exceptions attached hereto as Schedule A, the Company hereby represents and warrants to the Warrantholder as follows:

(a) Reservation of Preferred Stock. The Preferred Stock issuable upon exercise of the Warrantholder's rights has been duly and validly reserved and, when issued in accordance with the provisions of this Warrant Agreement, will be validly issued, fully paid and nonassessable, and will be free of any taxes, liens, charges or encumbrances of any nature whatsoever; provided, however, that the Preferred Stock issuable pursuant to this Warrant Agreement may be subject to restrictions on transfer under state and/or Federal securities laws. The Company has made available to the Warrantholder true, correct and complete copies of its Articles of Incorporation and By-Laws, as amended, and minutes of all Board of Directors (including all committees of the Board of Directors, if any) and all Shareholder meetings. The issuance of certificates for shares of Preferred Stock upon exercise of the Warrant Agreement shall be made without charge to the Warrantholder for any issuance tax in respect thereof, or other cost incurred by the Company in connection with such exercise and the related issuance of shares of Preferred Stock; provided that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved and the issuance and delivery of any certificate in a name other than that of the Warrantholder. The Company will not close its books against the transfer of the Warrant Agreement or of any share of Preferred Stock issued or issuable upon exercise of the Warrant and any agreement in any manner which interferes with the timely exercise of the Warrant.

(b) Due Authority. The execution and delivery by the Company of the Leases, and this Warrant Agreement and the performance of all obligations of the Company thereunder and hereunder, including the issuance to Warrantholder of the right to acquire the shares of Preferred Stock set forth in Section 1 above (which number of shares may be from time to time adjusted pursuant to the terms of Section 8 above) have been duly authorized by all necessary corporate action on the part of the Company, and the Leases and this Warrant Agreement are not inconsistent with the Company's Articles of Incorporation or By-Laws, do not contravene any law or governmental rule, regulation or order applicable to it, do not and will not contravene any provision of, or constitute a default under, any indenture, mortgage, contract or other instrument to which it is a party or by which it is bound, and the Leases and this Warrant Agreement constitute legal, valid and binding agreements of the Company, enforceable in accordance with their respective terms.

(c) Consents and Approvals. No consent or approval of, giving of notice to, registration with, or taking of any other action in respect of any state, Federal or other governmental authority or agency is required with respect to the execution, delivery and performance by the Company of its obligations under this Warrant Agreement, except for the filing of notices pursuant to Regulation D under the Securities Exchange Act of 1933, as amended, (the "1933 Act") and Section 25102 (f) of the California Corporate Securities Law, which filings will be effective by the time required thereby.

(d) Litigation. There are no actions, suits, audits, investigations or proceedings pending or, to the knowledge of the Company, threatened against or affecting the Company in any court or before any governmental commission, board or authority which, if adversely determined, will have a material adverse effect on the ability of the Company to perform its obligations under the Leases and this Warrant Agreement.

(e) Subsidiaries or Affiliates. The Company has no subsidiaries or affiliated companies and does not otherwise own or control, directly or indirectly, any other corporation, association or business entity.

(f) Issued Securities. All issued and outstanding shares of Common Stock, Preferred Stock or any other securities of the Company have been duly authorized and validly issued and are fully paid and nonassessable. All outstanding shares of Common Stock, Preferred Stock and any other securities were issued in full compliance with all Federal and state securities laws. In addition:

(i) The authorized capital of the Company consists of (A) 4,280,339 shares of Common Stock, of which 961,410 shares are issued and outstanding, and (B) 2,818,989 shares of preferred stock, of which 761,079 shares have been designated Series A Preferred Stock, 714,286 of which have been issued and are outstanding and 305,461 shares have been designated Series B Preferred Stock, 285,714 of which have been issued and are outstanding and 1,147,449 of which are designated Series C Preferred Stock, 1,096,593 of which are issued and outstanding, and 605,000 shares have been designated Series D Preferred Stock, 449,660 of which are issued and outstanding. Each share of Series A Preferred Stock, Series B Preferred Stock and Series C Preferred Stock and is convertible into one share of Common Stock.

(ii) The Company has reserved (A) 400,000 shares of Common Stock for issuance under its Stock Option Plan, under which 338,950 options have been granted subject to qualification with the California Department of Corporation at an average price ranging from of $.385 to $.80 per share. The Company has issued warrants exercisable for 20,779 shares of Series A Preferred Stock with an exercise price of $3.85, 19,747 shares of Series B Preferred stock with an exercise price of $5.065 per share and 17,517 shares of Series C Preferred Stock at $6.80 per share and 6,250 shares of Series C Preferred Stock at $8.00 per share. There are no other options, warrants, conversion privileges or

other rights presently outstanding to purchase or otherwise acquire any authorized but unissued shares of the Company's capital stock or other securities of the Company.

(iii) In accordance with the Company's Articles of Incorporation, no shareholder of the Company has preemptive rights to purchase new issuances of the Company's capital stock.

(g) Financial Statements. The Company has delivered to the Warrantholder its unaudited Consolidated Balance Sheet and Consolidated Statement of Income for the 12 month period ending 12/31/94 (the "Financial Statements"). The Financial Statements are complete and correct in all material respects and have been prepared in accordance with generally accepted accounting principles (except for the absence of footnotes) applied on a consistent basis throughout the periods indicated. The condition and operating results of the Company as of the dates and during the periods indicated therein are true and correct in all material aspects, subject as to the Consolidated Balance Sheet and Consolidated Statement of Income for the 12 months then ending 12/31/94 to normal year-end audit adjustments. Since 12/31/94 there has been no change in the assets, liabilities, financial condition or operations of the Company from that reflected in the Financial Statements other than changes in the ordinary course of business which have not been, individually or in the aggregate, materially adverse.

The Company shall deliver to the Warrantholder (i) within one hundred twenty (120) days after the end of the Company's fiscal year, statements of income for such fiscal year, a consolidated balance sheet of the Company as of the end of such year and consolidated statement of the sources and application of funds for such year, which year-end financial reports shall be in reasonable detail and certified by independent public accountants of nationally recognized standing selected by the Company, and (ii) within forty-five (45) days after the end of each fiscal quarter other than the last fiscal quarter, unaudited consolidated statements of income and sources and application of funds for such quarter and a consolidated balance sheet as of the end of such quarter.

(h) Contingent and Absolute Liabilities. The Company has no material liabilities or obligations, absolute or contingent except the liabilities and obligations of the Company as set forth in the Financial Statements and liabilities and obligations which have occurred in the ordinary course of business, and which have not been materially adverse.

(i) Licenses, Patents and Copyrights. To the best of the Company's knowledge, the Company owns, possesses, has access to, or can become licensed on reasonable terms under, all patents, patent applications, trademarks, trade names, inventions, franchises, licenses, permits, computer software and copyrights necessary for the operation of its business as now conducted, with no known infringement of, or conflict with, the rights of others.

(j) Employee Contracts. To the best of the Company's knowledge, no employee of the Company is in violation of any material term of any

employment contract, patent disclosure agreement or any other contract or agreement relating to the relationship of any such employee with the Company or any prior employer because of the nature of the business conducted by the Company.

(k) Insurance. The Company has in full force and effect insurance policies, with extended coverage, insuring the Company and its property and business against such losses and risks, and in such amounts, as are customary for corporations engaged in a similar business and similarly situated and as otherwise may be required pursuant to the terms of any other contract or agreement.

(l) Other Commitments to Register Securities. Except as set forth in this Warrant Agreement and pursuant to that certain Steritech, Inc. Investors' Right Agreement dated December 27, 1991, the Company is not, pursuant to the terms of any other agreement currently in existence,under any obligation to register under the 1933 Act, any of its presently outstanding securities or any of its securities which may hereafter be issued.

(m) Exempt Transaction. Subject to the accuracy of the Warrantholder's representations in Section 10 hereof, the issuance of the Preferred Stock upon exercise of the Warrantholder's right to purchase such Preferred Stock will constitute transactions exempt from (i) the registration requirements of Section 5 of the 1933 Act, in reliance upon Section 4(2) thereof, and (ii) the qualification requirements of the California Corporations Code, in reliance upon Section 25102(f).

(n) Compliance with Rule 144. At the written request of the Warrantholder, who proposes to sell Preferred Stock issuable upon the exercise of the Warrant in compliance with Rule 144 promulgated by the Securities and Exchange Commission under the 1933 Act, the Company shall furnish to the Warrantholder, within ten days after receipt of such request, a written statement confirming the Company's compliance with the filing requirements of the Securities and Exchange Commission as set forth in such Rule, as such Rule may be amended from time to time.

(o) No Events of Default, Material Contracts. All material contracts, agreements and instruments to which the Company is a party are in full force and effect in all material respects, and are valid, binding and enforceable by the Company in accordance with their respective terms, subject to the effect of applicable bankruptcy and other similar laws affecting the rights of creditors generally, and rules of law concerning equitable remedies and no event of default, and no event which, with the passing of time or the giving of notice, or both, would constitute an event of default has occurred or is continuing under any such contract, agreement or instrument.

(p) Brokers' Fees. The Company has not incurred, and will not incur, directly or indirectly, any liability for brokerage or finders' fees or agents' commissions or any similar charges in connection with the Warrant Agreement or any other transaction contemplated thereby.

(q) Untrue, Misleading Statements. No representation or warranty of the Company contained in the Leases, and this Warrant Agreement or any certificate or exhibit furnished or to be furnished to Warrantholder pursuant thereto or in connection with the transactions contemplated thereby (when read together) contains any untrue statement of a material fact or omits to state a material fact necessary in order to make the statements contained therein not misleading.

10. REPRESENTATIONS AND COVENANTS OF THE WARRANTHOLDER.

This Warrant Agreement has been entered into by the Company in reliance upon the following representations and covenants of the Warrantholder, which by its execution hereof the Warrantholder hereby confirms:

(a) Investment Purpose. The right to acquire Preferred Stock or the Preferred Stock issuable upon exercise of the Warrantholder's rights contained herein will be acquired for investment and not with a view to the sale or distribution of any part thereof, and the Warrantholder has no present intention of selling or engaging in any public distribution of the same except pursuant to a registration or exemption.

(b) Private Issue. The Warrantholder understands (i) that the Preferred Stock issuable upon exercise of the Warrantholder's rights contained herein is not registered under the 1933 Act or qualified under applicable state securities laws on the ground that the issuance contemplated by this Warrant Agreement will be exempt from the registration and qualifications requirements thereof, and (ii) that the Company's reliance on such exemption is predicated on the representations set forth in this Section 10.

(c) Disposition of Warrantholder's Rights. In no event will the Warrantholder make a disposition of any of its rights to acquire Preferred Stock or Preferred Stock issuable upon exercise of such rights unless and until
(i) it shall have notified the Company of the proposed disposition, and (ii) if requested by the Company, it shall have furnished the Company with an opinion of counsel (which counsel may either be inside or outside counsel to the Warrantholder) satisfactory to the Company and its counsel to the effect that (A) appropriate action necessary for compliance with the 1933 Act has been taken, or (B) an exemption from the registration requirements of the 1933 Act is available. Notwithstanding the foregoing, the restrictions imposed upon the transferability of any of its rights to acquire Preferred Stock or Preferred Stock issuable on the exercise of such rights do not apply to transfers from the beneficial owner of any of the aforementioned securities to its nominee or from such nominee to its beneficial owner, and shall terminate as to any particular share of Preferred Stock when (1) such security shall have been effectively registered under the 1933 Act and sold by the holder thereof in accordance with such registration or (2) such security shall have been sold without registration in compliance with Rule 144 under the 1933 Act, or (3) a letter shall have been issued to the Warrantholder at its request by the staff of the Securities and

Exchange Commission or a ruling shall have been issued to the Warrantholder at its request by such Commission stating that no action shall be recommended by such staff or taken by such Commission, as the case may be, if such security is transferred without registration under the 1933 Act in accordance with the conditions set forth in such letter or ruling and such letter or ruling specifies that no subsequent restrictions on transfer are required. Whenever the restrictions imposed hereunder shall terminate, as hereinabove provided, the Warrantholder or holder of a share of Preferred Stock then outstanding as to which such restrictions have terminated shall be entitled to receive from the Company, without expense to such holder, one or more new certificates for the Warrant or for such shares of Preferred Stock not bearing any restrictive legend.

(d) Financial Risk. The Warrantholder has such knowledge and experience in financial and business matters as to be capable of evaluating the merits and risks of its investment and has the ability to bear the economic risks of its investment.

(e) Risk of No Registration. The Warrantholder understands that if the Company does not register with the Securities and Exchange Commission pursuant to Section 12 of the 1933 Act, or file reports pursuant to Section 15
(d), of the Securities Exchange Act of 1934 (the "1934 Act"), or if a registration statement covering the securities under the 1933 Act is not in effect when it desires to sell (i) the rights to purchase Preferred Stock pursuant to this Warrant Agreement, or (ii) the Preferred Stock issuable upon exercise of the right to purchase, it may be required to hold such securities for an indefinite period. The Warrantholder also understands that any sale of its rights of the Warrantholder to purchase Preferred Stock or Preferred Stock which might be made by it in reliance upon Rule 144 under the 1933 Act may be made only in accordance with the terms and conditions of that Rule.

11. REGISTRATION.

Warrantholder and Company agree that Warrantholder shall be considered a "Holder" and that all shares of Common Stock issued upon conversion of the Preferred Stock subject to this Warrant Agreement shall be considered "Registrable Securities" and be subject to the same terms and conditions with respect to the registration and sale of such shares as set forth in Sections 2.3 and 2.4 - 2.13 of that certain Steritech, Inc. Investors' Rights Agreement dated December 27, 1991, by and among the Company and those certain Purchasers identified therein, attached hereto as Exhibit II.

12. TRANSFERS.

Subject to the terms and conditions contained in Section 10 hereof, this Warrant Agreement and all rights hereunder are transferable in whole or in part by the Warrantholder and any successor transferee, provided, however, that in no event shall the number of transfers of the rights and interests in all of the Warrants exceed three (3) transfers. The transfer shall be recorded on the books of the Company upon receipt by the Company of a notice of

transfer in the form attached hereto as Exhibit III (the "Transfer Notice"), at its principal offices and the payment to the Company of all transfer taxes and other governmental charges imposed on such transfer.

13. MISCELLANEOUS.

(a) Effective Date. The provisions of this Warrant Agreement shall be construed and shall be given effect in all respects as if it had been executed and delivered by the Company on the date hereof. This Warrant Agreement shall be binding upon any successors or assigns of the Company.

(b) Attorney's Fees. In any litigation, arbitration or court proceeding between the Company and the Warrantholder relating hereto, the prevailing party shall be entitled to attorneys' fees and expenses and all costs of proceedings incurred in enforcing this Warrant Agreement.

(c) Governing Law. This Warrant Agreement shall be governed by and construed for all purposes under and in accordance with the laws of the State of California.

(d) Counterparts. This Warrant Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

(e) Titles and Subtitles. The titles of the paragraphs and. subparagraphs of this Warrant Agreement are for convenience and are not to be considered in construing this Agreement.

(f) Notices. Any notice required or permitted hereunder shall be given in writing and shall be deemed effectively given upon personal delivery or upon deposit in the United States mail, by registered or certified mail, or as of the following business by day express mail addressed (i) to the Warrantholder at 6111 North River Road, Rosemont, Illinois 60018, attention:
Jim Labe, Venture Leasing Director, cc: Legal Department, and (ii) to the company at 2525 Stanwell Drive, Suite 300, Concord, California 94520, or at such other address as any such party may subsequently designate by written notice to the other party.

(g) Specific Performance. The Company recognizes and agrees that the Warrantholder will not have an adequate remedy if the Company fails to comply with this Agreement and that damages will not be readily ascertainable, and the Company expressly agrees that, in the event of such failure, it shall not oppose an application by the Warrantholder or any other person entitled to the benefit of this Agreement requiring specific performance of any or all provisions hereof or enjoining the Company from continuing to commit any such breach of this Agreement.

(h) Survival. The representations, warranties, covenants and conditions of the respective parties contained herein or made pursuant

to this Warrant Agreement shall survive the execution and delivery of this Warrant Agreement.

(i) Severability. In the event any one or more of the provisions of this Warrant Agreement shall for any reason be held invalid, illegal or unenforceable, the remaining provisions of this Warrant Agreement shall be unimpaired, and the invalid, illegal or unenforceable provision shall be replaced by a mutually acceptable valid, legal and enforceable provision, which comes closest to the intention of the parties underlying the invalid, illegal or unenforceable provision.

(j) Amendments. Any provision of this Warrant Agreement may be amended by a written instrument signed by the Company and by the Warrantholder.

(k) Additional Documents. The Company, upon execution of this Warrant Agreement, shall provide the Warrantholder with certified resolutions and an opinion from the Company's counsel addressed to the Warrantholder with respect to the representations, warranties and covenants set forth in subparagraphs (a) through (f) and subparagraphs (1), (m) and (o) of Section 9 above and shall also supply such other documents as the Warrantholder may from time to time reasonably request.

IN WITNESS WHEREOF, the parties hereto have caused this Warrant Agreement to be executed by its officers thereunto duly authorized.

Company:

STERITECH, INC.

Dated    May 8,    1995              By: /s/ [SIG]
                                         ------------------------------

                                        Title: CEO
                                              ---------------------------

Warrantholder:

COMDISCO, INC.

By: /s/ [SIG]
   ------------------------------

Title:
      ---------------------------

Exhibit I

NOTICE OF EXERCISE

(1) The undersigned Warrantholder hereby elects to purchase ____ shares of the Preferred Stock of Steritech, Inc. pursuant to the terms of the Warrant Agreement dated the 25th day of May, 1994 (the "Warrant Agreement") between Steritech, Inc. and the Warrantholder, and tenders herewith payment of the purchase price for such shares in full, together with all applicable transfer taxes, if any.

(2) In exercising its rights to purchase the Preferred Stock of Steritech, Inc., the undersigned hereby confirms and acknowledges the investment representations and warranties made in Section 10 of the Warrant Agreement.

(3) Please issue a certificate or certificates representing said shares of Preferred Stock in the name of the undersigned or in such other name as is specified below. '

Warrantholder: COMDISCO, INC.

ACKNOWLEDGEMENT OF EXERCISE

The undersigned Steritech, Inc. hereby acknowledge receipt of the "Notice of Exercise" from Comdisco, Inc., to purchase ____ shares of the Preferred Stock, of Steritech, Inc. pursuant to the terms of the Warrant Agreement, and further acknowledges that ____ shares remain subject to purchase under the terms of the Warrant Agreement.

Company: STERITECH, INC.

Exhibit III

TRANSFER NOTICE

(To transfer or assign the foregoing Warrant Agreement execute this form and supply required information. Do not use this form to purchase shares.)

FOR VALUE RECEIVED, the foregoing Warrant Agreement and all rights evidenced thereby are hereby transferred and assigned to

NOTE: The signature to this Transfer Notice must correspond with the name as it appears on the face of the Warrant Agreement, without alteration or enlargement or any change whatever. Officers of corporations and those acting in a fiduciary or other representative capacity should file proper evidence of authority to assign the foregoing Warrant Agreement.

EXHIBIT 10.11

No. PBW-__

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THAT CERTAIN STERITECH, INC. NOTE AND WARRANT PURCHASE AGREEMENT, DATED MAY 14, 1993, WHICH RESTRICTIONS ON TRANSFER ARE INCORPORATED BY REFERENCE.

WARRANT TO PURCHASE A MAXIMUM OF
__________ SHARES OF SERIES B PREFERRED STOCK OF
STERITECH, INC.
(Void after May 14, 1998)

This certifies that ___________________ (the "Holder"), or assigns, for value received, is entitled to purchase from Steritech, Inc., a California corporation (the "Company"), having a place of business at 2525 Stanwell Drive, Concord, California 94520, a maximum of ________ fully paid and nonassessable shares of the Company's Series C Preferred Stock ("Preferred Stock") for cash at a price of ______ ($.__) per share (the "Stock Purchase Price") at any time or from time to time up to and including 5:00 p.m. (Pacific time) on the earlier of
(i) the closing of the initial public offering of the Company's Common Stock pursuant to a registration statement under the Securities Act of 1933, as amended, (ii) May 14, 1998, such earlier day being referred to herein as the "Expiration Date", upon surrender to the Company at its principal office (or at such other location as the Company may advise the Holder in writing) of this Warrant properly endorsed with the Form of Subscription attached hereto duly filled in and signed and, if applicable, upon payment in cash or by check of the aggregate Stock Purchase Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof. The Stock Purchase Price and the number of shares purchasable hereunder are subject to adjustment as provided in Section 3 of this Warrant. The Preferred Stock to be issued upon exercise or conversion of this Warrant will be authorized prior to the closing of the Company's Series C Preferred Stock financing anticipated to occur on or before August 31, 1993. If such financing does not occur by such date or within sixty (60) days thereafter, at Holder's request, this Warrant shall become a warrant to purchase the Company's Series B Preferred Stock at an exercise price of $5.065 per share and the Company will use reasonable diligent efforts to authorize and reserve

1.

Series B Preferred Stock in sufficient amounts to cover the exercise of this Warrant. In such event, the term "Preferred Stock" shall refer to such Series B Preferred Stock.

This Warrant is subject to the following terms and conditions:

1. EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES.

1.1 GENERAL. This Warrant is exercisable at the option of the holder of record hereof, at any time or from time to time, up to the Expiration Date for all or any part of the shares of Preferred Stock (but not for a fraction of a share) which may be purchased hereunder. The Company agrees that the shares of Preferred Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, the completed, executed Form of Subscription delivered and payment made for such shares. Certificates for the shares of Preferred Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Preferred Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder.

1.2 NET ISSUE EXERCISE. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Preferred Stock is greater than the Stock Purchase Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Form of Subscription and notice of such election in which event the Company shall issue to the Holder a number of shares of Preferred Stock computed using the following formula:

Y (A-B)

Where X =   the number of shares of Preferred Stock to be issued to the Holder

              Y = the number of shares of Preferred Stock purchasable under
                  the Warrant or, if only a portion of the Warrant is being
                  exercised, the portion of the Warrant being canceled (at the
                  date of such calculation)

2.

A = the fair market value of one share of the Company's Preferred Stock (at the date of such calculation)

B = Stock Purchase Price (as adjusted to the date of such calculation)

For purposes of the above calculation, fair market value of one share of Preferred Stock shall be determined by the Company's Board of Directors in good faith; provided, however, that in the event the Company makes an initial public offering of its Common Stock the fair market value per share shall be the product of (i) the per share offering price to the public of the Company's initial public offering, and (ii) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise.

2. SHARES TO BE FULLY PAID; RESERVATION OF SHARES. The Company covenants and agrees that all shares of Preferred Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any shareholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, except as noted in the last two sentences of the introductory paragraph of this Warrant, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise of the subscription rights evidenced by this Warrant, a sufficient number of shares of authorized but unissued Preferred Stock, or other securities and property, when and as required to provide for the exercise of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of Preferred Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the Preferred Stock may be listed; provided, however, that the Company shall not be required to effect a registration under Federal or State securities laws with respect to such exercise. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined in Section 3 hereof) (i) if the total number of shares of Preferred Stock issuable after such action upon exercise of all outstanding warrants, together with all shares of Preferred Stock then outstanding and all shares of Preferred Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of Preferred Stock then authorized by the Company's Articles of Incorporation, or (ii) if the total number of shares of Common Stock issuable after such action upon the conversion of all such shares of Preferred Stock, together with all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all such shares of Preferred Stock, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding would exceed the total number of shares of Common Stock then authorized by the Company's Articles of Incorporation.

3.

3. ADJUSTMENT OF STOCK PURCHASE PRICE AND NUMBER OF SHARES. The Stock Purchase Price and the number of shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section 3. Upon each adjustment of the Stock Purchase Price, the Holder of this Warrant shall thereafter be entitled to purchase, at the Stock Purchase Price resulting from such adjustment, the number of shares obtained by multiplying the Stock Purchase Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Stock Purchase Price resulting from such adjustment.

3.1 SUBDIVISION OR COMBINATION OF STOCK. In case the Company shall at any time subdivide its outstanding shares of Preferred Stock into a greater number of shares, the Stock Purchase Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the outstanding shares of Preferred Stock of the Company shall be combined into a smaller number of shares, the Stock Purchase Price in effect immediately prior to such combination shall be proportionately increased.

3.2 DIVIDENDS IN PREFERRED STOCK, OTHER STOCK, PROPERTY, RECLASSIFICATION. If at any time or from time to time the Holders of Preferred Stock (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to receive, without payment therefor,

(A) Preferred Stock or any shares of stock or other securities which are at any time directly or indirectly convertible into or exchangeable for Preferred Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution,

(B) any cash paid or payable otherwise than as a cash dividend, or

(C) Preferred Stock or additional stock or other securities or property (including cash) by way of spinoff, split-up, reclassification, combination of shares or similar corporate rearrangement, (other than (i) shares of Preferred Stock issued as a stock split, adjustments in respect of which shall be covered by the terms of Section 3.1 above or (ii) an event for which adjustment is otherwise made pursuant to Section 3.4 below), then and in each such case, the Holder hereof shall, upon the exercise of this Warrant, be entitled to receive, in addition to the number of shares of Preferred Stock receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities and property (including cash in the cases referred to in clauses (B) and (C) above) which such Holder would hold on the date of such exercise had he been the holder of record of such Preferred Stock as of the date on which holders of Preferred Stock received or became entitled to receive such shares or all other additional stock and other securities and property.

4.

3.3 REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE. If any capital reorganization of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of Preferred Stock shall be entitled to receive stock, securities, or other assets or property, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provisions shall be made whereby the holder hereof shall thereafter have the right to purchase and receive (in lieu of the shares of the Preferred Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Preferred Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby; provided, however, that in the event the value of the stock, securities or other assets or property (determined in good faith by the Board of Directors of the Company) issuable or payable with respect to one share of the Preferred Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby is in excess of the Stock Purchase Price hereof effective at the time of the merger and securities received in such reorganization, if any, are publicly traded, then this Warrant shall expire unless exercised prior to the reorganization. In any reorganization described above, appropriate provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Stock Purchase Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company will not effect any such consolidation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or the corporation purchasing such assets shall assume by written instrument, executed and mailed or delivered to the registered Holder hereof at the last address of such Holder appearing on the books of the Company, the obligation to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase.

3.4 ADJUSTMENTS SET FORTH IN ARTICLES OF INCORPORATION. In addition to the foregoing adjustments, the conversion rate of the Series C Preferred Stock into Common Stock is subject to adjustments as set forth in the Company's Articles of Incorporation. The Company represents that as of the date this Warrant was first issued, each share of Series C Preferred Stock was convertible into one share of Common Stock.

3.5 NOTICE OF ADJUSTMENT. Upon any adjustment of the Stock Purchase Price or in the conversion ratio of the Series C Preferred Stock or any increase or decrease in the number of shares purchasable upon the exercise of this Warrant, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the registered Holder of this Warrant at the address of such Holder as shown on the books of the Company.

5.

The notice shall be signed by the Company's chief financial officer and shall state the Stock Purchase Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

3.6 OTHER NOTICES. If at any time:

(1) the Company shall declare any cash dividend upon its Preferred Stock;

(2) the Company shall declare any dividend upon its Preferred Stock payable in stock or make any special dividend or other distribution to the holders of its Preferred Stock;

(3) the Company shall offer for subscription pro rata to the holders of its Preferred Stock any additional shares of stock of any class or other rights;

(4) there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation;

(5) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or

(6) there shall be an initial public offering of Company securities;

then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least thirty (30) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least thirty (30) days' prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof. Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Preferred Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Preferred Stock shall be entitled to exchange their Preferred Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, conversion or public offering, as the case may be.

6.

3.7 CERTAIN EVENTS. If any change in the outstanding Preferred Stock of the Company or any other event occurs as to which the other provisions of this Section 3 are not strictly applicable or if strictly applicable would not fairly protect the purchase rights of the Holder of the Warrant in accordance with such provisions, then the Board of Directors of the Company shall make an adjustment in the number and class of shares available under the Warrant, the Stock Purchase Price or the application of such provisions, so as to protect such purchase rights as aforesaid. The adjustment shall be such as will give the Holder of the Warrant upon exercise for the same aggregate Stock Purchase Price the total number, class and kind of shares as he would have owned had the Warrant been exercised prior to the event and had he continued to hold such shares until after the event requiring adjustment.

4. ISSUE TAX. The issuance of certificates for shares of Preferred Stock upon the exercise of the Warrant shall be made without charge to the Holder of the Warrant for any issue tax (other than any applicable income taxes) in respect thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then Holder of the Warrant being exercised.

5. CLOSING OF BOOKS. The Company will at no time close its transfer books against the transfer of any warrant or of any shares of Preferred Stock issued or issuable upon the exercise of any warrant in any manner which interferes with the timely exercise of this Warrant.

6. NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY. Nothing contained in this Warrant shall be construed as conferring upon the holder hereof the right to vote or to consent or to receive notice as a shareholder of the Company or any other matters or any rights whatsoever as a shareholder of the Company. No dividends or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby or the shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised. No provisions hereof, in the absence of affirmative action by the holder to purchase shares of Preferred Stock, and no mere enumeration herein of the rights or privileges of the holder hereof, shall give rise to any liability of such holder for the Stock Purchase Price or as a shareholder of the Company, whether such liability is asserted by the Company or by its creditors.

7. REGISTRATION RIGHTS AGREEMENT. The registration rights of the Holder (including Holders' successors) with respect to this Warrant and the underlying stock will be the same as granted to the holders of the Company's Preferred Stock.

8. WARRANTS TRANSFERABLE. Subject to compliance with applicable federal and state securities laws and the transfer restrictions set forth in the Note and Warrant Purchase Agreement dated as of May 14, 1993, under which this Warrant was purchased, this Warrant

7.

and all rights hereunder are transferable, in whole or in part, without charge to the holder hereof (except for transfer taxes), upon surrender of this Warrant properly endorsed and compliance with the provisions of the Warrant Purchase Agreement. Each taker and holder of this Warrant, by taking or holding the same, consents and agrees that this Warrant, when endorsed in blank, shall be deemed negotiable, and that the holder hereof, when this Warrant shall have been so endorsed, may be treated by the Company, at the Company's option, and all other persons dealing with this Warrant as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Company any notice to the contrary notwithstanding; but until such transfer on such books, the Company may treat the registered owner hereof as the owner for all purposes.

9. RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANT. The rights and obligations of the Company, of the holder of this Warrant and of the holder of shares of Preferred Stock issued upon exercise of this Warrant, referred to in Sections 7 and 8 shall survive the exercise of this Warrant.

10. MODIFICATION AND WAIVER. This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the same is sought, provided that any change, waiver, discharge or termination agreed to in writing by a majority in interest of holders of Warrants of the Company of even date issued pursuant to the Note and Warrant Purchase Agreement shall be binding on Holder and assigns.

11. NOTICES. Any notice, request or other document required or permitted to be given or delivered to the holder hereof or the Company shall be delivered or shall be sent by certified mail, postage prepaid, to each such holder at its address as shown on the books of the Company or to the Company at the address indicated therefor in the first paragraph of this Warrant or such other address as either may from time to time provide to the other.

12. BINDING EFFECT ON SUCCESSORS. This Warrant shall be binding upon any corporation succeeding the Company by merger, consolidation or acquisition of all or substantially all of the Company's assets. All of the obligations of the Company relating to the Preferred Stock issuable upon the exercise of this Warrant shall survive the exercise and termination of this Warrant. All of the covenants and agreements of the Company shall inure to the benefit of the successors and assigns of the holder hereof.

13. DESCRIPTIVE HEADINGS AND GOVERNING LAW. The description headings of the several sections and paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant. This Warrant shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of California.

8.

14. LOST WARRANTS. The Company represents and warrants to the Holder hereof that upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant, the Company, at its expense, will make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant.

15. FRACTIONAL SHARES. No fractional shares shall be issued upon exercise of this Warrant. The Company shall, in lieu of issuing any fractional share, pay the holder entitled to such fraction a sum in cash equal to such fraction multiplied by the then effective Stock Purchase Price.

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its officers, thereunto duly authorized this 14th day of May, 1993.

STERITECH, INC.
A CALIFORNIA CORPORATION

By____________________________________

Title_________________________________

ATTEST:

9.

EXHIBIT A

SUBSCRIPTION FORM

Date: ____________, 19__

Steritech, Inc.
2525 Stanwell Drive
Concord, California 94520

Gentlemen:

[ ] The undersigned hereby elects to exercise the warrant issued to it by Steritech, Inc. (the "Company") and dated May 14, 1993 Warrant No. PBW-__ (the "Warrant") and to purchase thereunder ____________ shares of the Common Stock of the Company (the "Shares") at a purchase price of _________________________________________ ($_____) per Share or an aggregate purchase price of __________________________ Dollars ($______) (the "Purchase Price").

[ ] The undersigned hereby elects to convert ______________________ percent (__%) of the value of the Warrant pursuant to the provisions of Section 1.2 of the Warrant.

Pursuant to the terms of the Warrant the undersigned has delivered the Purchase Price herewith in full in cash or by certified check or wire transfer. The undersigned also makes the representations set forth on the attached Exhibit B of the Warrant.

Very truly yours,

By____________________________________

Title_________________________________

1.

EXHIBIT B

INVESTMENT REPRESENTATIONS

THIS AGREEMENT MUST BE COMPLETED, SIGNED AND RETURNED TO STERITECH, INC. ALONG WITH THE SUBSCRIPTION FORM BEFORE THE COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANT CERTIFICATE DATED ____________, 1993, WILL BE ISSUED.

_____________________, 19__

Steritech, Inc.
2525 Stanwell Drive
Concord, California 94520

Attention: President

The undersigned,_____("Purchaser"), intends to acquire up to shares of the Series B Preferred Stock (the "Preferred Stock") of Steritech, Inc. (the "Company") from the Company pursuant to the exercise or conversion of certain Warrants to purchase Preferred Stock held by Purchaser. The Preferred Stock will be issued to Purchaser in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "1933 Act") and applicable state securities laws. In connection with such purchase and in order to comply with the exemptions from registration relied upon by the Company, Purchaser represents, warrants and agrees as follows:

Purchaser is acquiring the Preferred Stock for its own account, to hold for investment, and Purchaser shah not make any sale, transfer or other disposition of the Preferred Stock in violation of the 1933 Act or the General Rules and Regulations promulgated thereunder by the Securities and Exchange Commission (the "SEC") or in violation of any applicable state securities law.

Purchaser has been advised that the Preferred Stock has not been registered under the 1933 Act or state securities laws on the ground that this transaction is exempt from registration, and that reliance by the Company on such exemptions is predicated in pan on Purchaser's representations set forth in this letter.

Purchaser has been informed that under the 1933 Act, the Preferred Stock must be held indefinitely unless it is subsequently registered under the 1933 Act or unless an exemption from such registration (such as Rule 144) is available with respect to any proposed transfer or disposition by Purchaser of the Preferred Stock. Purchaser further agrees that the Company

1.

may refuse to permit Purchaser to sell, transfer or dispose of the Preferred Stock (except as permitted under Rule 144) unless there is in effect a registration statement underthe 1933 Act and any applicable state securities laws coveting such transfer, or unless Purchaser furnishes an opinion of counsel reasonably satisfactory to counsel for the Company, to the effect that such registration is not required.

Purchaser also understands and agrees that there will be placed on the certificate(s) for the Preferred Stock, or any substitutions therefor, a legend stating in substance:

"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. These shares have been acquired for investment and may not be sold or otherwise transferred in the absence of an effective registration statement for these shares under the Securities Act and applicable state securities laws, or an opinion of counsel satisfactory to the Company that registration is not required and that an applicable exemption is available."

Purchaser has carefully read this letter and has discussed its requirements and other applicable limitations upon Purchaser's resale of the Preferred Stock with Purchaser's counsel.

Very truly yours,

By:___________________________________

EXHIBIT 10.12

No. PCW-__

THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS. SUCH SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS.

THIS WARRANT AND THE SHARES PURCHASABLE HEREUNDER ARE SUBJECT TO RESTRICTIONS ON TRANSFER CONTAINED IN THAT CERTAIN STERITECH, INC. NOTE AND WARRANT PURCHASE AGREEMENT, DATED AUGUST 13, 1993, WHICH RESTRICTIONS ON TRANSFER ARE INCORPORATED BY REFERENCE.

WARRANT TO PURCHASE A MAXIMUM OF
__________ SHARES OF SERIES C PREFERRED STOCK OF
STERITECH, INC.
(Void after August 13, 1998)

This certifies that ___________________ (the "Holder"), or assigns, for value received, is entitled to purchase from Steritech, Inc., a California corporation (the "Company"), having a place of business at 2525 Stanwell Drive, Concord, California 94520, a maximum of ________ fully paid and nonassessable shares of the Company's Series C Preferred Stock ("Preferred Stock") for cash at a price of ______ ($.__) per share (the "Stock Purchase Price") at any time or from time to time up to and including 5:00 p.m. (Pacific time) on the earlier of
(i) the closing of the initial public offering of the Company's Common Stock pursuant to a registration statement under the Securities Act of 1933, as amended, (ii) August 13, 1998, such earlier day being referred to herein as the "Expiration Date", upon surrender to the Company at its principal office (or at such other location as the Company may advise the Holder in writing) of this Warrant properly endorsed with the Form of Subscription attached hereto duly filled in and signed and, if applicable, upon payment in cash or by check of the aggregate Stock Purchase Price for the number of shares for which this Warrant is being exercised determined in accordance with the provisions hereof. The Stock Purchase Price and the number of shares purchasable hereunder are subject to adjustment as provided in Section 3 of this Warrant. The Preferred Stock to be issued upon exercise or conversion of this Warrant will be authorized prior to the closing of the Company's Series C Preferred Stock financing anticipated to occur on or before December 31, 1993. If such financing does not occur by such date or within sixty (60) days thereafter, at Holder's request, this Warrant shall become a warrant to purchase the Company's Series B Preferred Stock at an exercise price of $5.065 per share and the Company will use reasonable diligent efforts to authorize and reserve

1.

Series B Preferred Stock in sufficient amounts to cover the exercise of this Warrant. In such event, the term "Preferred Stock" shall refer to such Series B Preferred Stock.

This Warrant is subject to the following terms and conditions:

1. EXERCISE; ISSUANCE OF CERTIFICATES; PAYMENT FOR SHARES.

1.1 GENERAL. This Warrant is exercisable at the option of the holder of record hereof, at any time or from time to time, up to the Expiration Date for all or any part of the shares of Preferred Stock (but not for a fraction of a share) which may be purchased hereunder. The Company agrees that the shares of Preferred Stock purchased under this Warrant shall be and are deemed to be issued to the Holder hereof as the record owner of such shares as of the close of business on the date on which this Warrant shall have been surrendered, properly endorsed, the completed, executed Form of Subscription delivered and payment made for such shares. Certificates for the shares of Preferred Stock so purchased, together with any other securities or property to which the Holder hereof is entitled upon such exercise, shall be delivered to the Holder hereof by the Company at the Company's expense within a reasonable time after the rights represented by this Warrant have been so exercised. In case of a purchase of less than all the shares which may be purchased under this Warrant, the Company shall cancel this Warrant and execute and deliver a new Warrant or Warrants of like tenor for the balance of the shares purchasable under the Warrant surrendered upon such purchase to the Holder hereof within a reasonable time. Each stock certificate so delivered shall be in such denominations of Preferred Stock as may be requested by the Holder hereof and shall be registered in the name of such Holder.

1.2 NET ISSUE EXERCISE. Notwithstanding any provisions herein to the contrary, if the fair market value of one share of the Company's Preferred Stock is greater than the Stock Purchase Price (at the date of calculation as set forth below), in lieu of exercising this Warrant for cash, the Holder may elect to receive shares equal to the value (as determined below) of this Warrant (or the portion thereof being canceled) by surrender of this Warrant at the principal office of the Company together with the properly endorsed Form of Subscription and notice of such election in which event the Company shall issue to the Holder a number of shares of Preferred Stock computed using the following formula:

Y (A-B)

Where X =   the number of shares of Preferred Stock to be issued to the Holder

              Y = the number of shares of Preferred Stock purchasable under
                  the Warrant or, if only a portion of the Warrant is being
                  exercised, the portion of the Warrant being canceled (at the
                  date of such calculation)

2.

A = the fair market value of one share of the Company's Preferred Stock (at the date of such calculation)

B = Stock Purchase Price (as adjusted to the date of such calculation)

For purposes of the above calculation, fair market value of one share of Preferred Stock shall be determined by the Company's Board of Directors in good faith; provided, however, that in the event the Company makes an initial public offering of its Common Stock the fair market value per share shall be the product of (i) the per share offering price to the public of the Company's initial public offering, and (ii) the number of shares of Common Stock into which each share of Preferred Stock is convertible at the time of such exercise.

2. SHARES TO BE FULLY PAID; RESERVATION OF SHARES. The Company covenants and agrees that all shares of Preferred Stock which may be issued upon the exercise of the rights represented by this Warrant will, upon issuance, be duly authorized, validly issued, fully paid and nonassessable and free from all preemptive rights of any shareholder and free of all taxes, liens and charges with respect to the issue thereof. The Company further covenants and agrees that, except as noted in the last two sentences of the introductory paragraph of this Warrant, during the period within which the rights represented by this Warrant may be exercised, the Company will at all times have authorized and reserved, for the purpose of issue or transfer upon exercise of the subscription rights evidenced by this Warrant, a sufficient number of shares of authorized but unissued Preferred Stock, or other securities and property, when and as required to provide for the exercise of the rights represented by this Warrant. The Company will take all such action as may be necessary to assure that such shares of Preferred Stock may be issued as provided herein without violation of any applicable law or regulation, or of any requirements of any domestic securities exchange upon which the Preferred Stock may be listed; provided, however, that the Company shall not be required to effect a registration under Federal or State securities laws with respect to such exercise. The Company will not take any action which would result in any adjustment of the Stock Purchase Price (as defined in Section 3 hereof) (i) if the total number of shares of Preferred Stock issuable after such action upon exercise of all outstanding warrants, together with all shares of Preferred Stock then outstanding and all shares of Preferred Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding, would exceed the total number of shares of Preferred Stock then authorized by the Company's Articles of Incorporation, or (ii) if the total number of shares of Common Stock issuable after such action upon the conversion of all such shares of Preferred Stock, together with all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all such shares of Preferred Stock, together with all shares of Common Stock then outstanding and all shares of Common Stock then issuable upon exercise of all options and upon the conversion of all convertible securities then outstanding would exceed the total number of shares of Common Stock then authorized by the Company's Articles of Incorporation.

3.

3. ADJUSTMENT OF STOCK PURCHASE PRICE AND NUMBER OF SHARES. The Stock Purchase Price and the number of shares purchasable upon the exercise of this Warrant shall be subject to adjustment from time to time upon the occurrence of certain events described in this Section 3. Upon each adjustment of the Stock Purchase Price, the Holder of this Warrant shall thereafter be entitled to purchase, at the Stock Purchase Price resulting from such adjustment, the number of shares obtained by multiplying the Stock Purchase Price in effect immediately prior to such adjustment by the number of shares purchasable pursuant hereto immediately prior to such adjustment, and dividing the product thereof by the Stock Purchase Price resulting from such adjustment.

3.1 SUBDIVISION OR COMBINATION OF STOCK. In case the Company shall at any time subdivide its outstanding shares of Preferred Stock into a greater number of shares, the Stock Purchase Price in effect immediately prior to such subdivision shall be proportionately reduced, and conversely, in case the outstanding shares of Preferred Stock of the Company shall be combined into a smaller number of shares, the Stock Purchase Price in effect immediately prior to such combination shall be proportionately increased.

3.2 DIVIDENDS IN PREFERRED STOCK, OTHER STOCK, PROPERTY, RECLASSIFICATION. If at any time or from time to time the Holders of Preferred Stock (or any shares of stock or other securities at the time receivable upon the exercise of this Warrant) shall have received or become entitled to receive, without payment therefor,

(A) Preferred Stock or any shares of stock or other securities which are at any time directly or indirectly convertible into or exchangeable for Preferred Stock, or any rights or options to subscribe for, purchase or otherwise acquire any of the foregoing by way of dividend or other distribution,

(B) any cash paid or payable otherwise than as a cash dividend, or

(C) Preferred Stock or additional stock or other securities or property (including cash) by way of spinoff, split-up, reclassification, combination of shares or similar corporate rearrangement, (other than (i) shares of Preferred Stock issued as a stock split, adjustments in respect of which shall be covered by the terms of Section 3.1 above or (ii) an event for which adjustment is otherwise made pursuant to Section 3.4 below), then and in each such case, the Holder hereof shall, upon the exercise of this Warrant, be entitled to receive, in addition to the number of shares of Preferred Stock receivable thereupon, and without payment of any additional consideration therefor, the amount of stock and other securities and property (including cash in the cases referred to in clauses (B) and (C) above) which such Holder would hold on the date of such exercise had he been the holder of record of such Preferred Stock as of the date on which holders of Preferred Stock received or became entitled to receive such shares or all other additional stock and other securities and property.

4.

3.3 REORGANIZATION, RECLASSIFICATION, CONSOLIDATION, MERGER OR SALE. If any capital reorganization of the capital stock of the Company, or any consolidation or merger of the Company with another corporation, or the sale of all or substantially all of its assets to another corporation shall be effected in such a way that holders of Preferred Stock shall be entitled to receive stock, securities, or other assets or property, then, as a condition of such reorganization, reclassification, consolidation, merger or sale, lawful and adequate provisions shall be made whereby the holder hereof shall thereafter have the right to purchase and receive (in lieu of the shares of the Preferred Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby) such shares of stock, securities or other assets or property as may be issued or payable with respect to or in exchange for a number of outstanding shares of such Preferred Stock equal to the number of shares of such stock immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby; provided, however, that in the event the value of the stock, securities or other assets or property (determined in good faith by the Board of Directors of the Company) issuable or payable with respect to one share of the Preferred Stock of the Company immediately theretofore purchasable and receivable upon the exercise of the rights represented hereby is in excess of the Stock Purchase Price hereof effective at the time of the merger and securities received in such reorganization, if any, are publicly traded, then this Warrant shall expire unless exercised prior to the reorganization. In any reorganization described above, appropriate provision shall be made with respect to the rights and interests of the Holder of this Warrant to the end that the provisions hereof (including, without limitation, provisions for adjustments of the Stock Purchase Price and of the number of shares purchasable and receivable upon the exercise of this Warrant) shall thereafter be applicable, as nearly as may be, in relation to any shares of stock, securities or assets thereafter deliverable upon the exercise hereof. The Company will not effect any such consolidation, merger or sale unless, prior to the consummation thereof, the successor corporation (if other than the Company) resulting from such consolidation or the corporation purchasing such assets shall assume by written instrument, executed and mailed or delivered to the registered Holder hereof at the last address of such Holder appearing on the books of the Company, the obligation to deliver to such Holder such shares of stock, securities or assets as, in accordance with the foregoing provisions, such Holder may be entitled to purchase.

3.4 ADJUSTMENTS SET FORTH IN ARTICLES OF INCORPORATION. In addition to the foregoing adjustments, the conversion rate of the Series C Preferred Stock into Common Stock is subject to adjustments as set forth in the Company's Articles of Incorporation. The Company represents that as of the date this Warrant was first issued, each share of Series C Preferred Stock was convertible into one share of Common Stock.

3.5 NOTICE OF ADJUSTMENT. Upon any adjustment of the Stock Purchase Price or in the conversion ratio of the Series C Preferred Stock or any increase or decrease in the number of shares purchasable upon the exercise of this Warrant, the Company shall give written notice thereof, by first class mail, postage prepaid, addressed to the registered Holder of this Warrant at the address of such Holder as shown on the books of the Company.

5.

The notice shall be signed by the Company's chief financial officer and shall state the Stock Purchase Price resulting from such adjustment and the increase or decrease, if any, in the number of shares purchasable at such price upon the exercise of this Warrant, setting forth in reasonable detail the method of calculation and the facts upon which such calculation is based.

3.6 OTHER NOTICES. If at any time:

(1) the Company shall declare any cash dividend upon its Preferred Stock;

(2) the Company shall declare any dividend upon its Preferred Stock payable in stock or make any special dividend or other distribution to the holders of its Preferred Stock;

(3) the Company shall offer for subscription pro rata to the holders of its Preferred Stock any additional shares of stock of any class or other rights;

(4) there shall be any capital reorganization or reclassification of the capital stock of the Company; or consolidation or merger of the Company with, or sale of all or substantially all of its assets to, another corporation;

(5) there shall be a voluntary or involuntary dissolution, liquidation or winding-up of the Company; or

(6) there shall be an initial public offering of Company securities;

then, in any one or more of said cases, the Company shall give, by first class mail, postage prepaid, addressed to the Holder of this Warrant at the address of such Holder as shown on the books of the Company, (a) at least thirty (30) days' prior written notice of the date on which the books of the Company shall close or a record shall be taken for such dividend, distribution or subscription rights or for determining rights to vote in respect of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation or winding-up, and (b) in the case of any such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up or public offering, at least thirty (30) days' prior written notice of the date when the same shall take place; provided, however, that the Holder shall make a best efforts attempt to respond to such notice as early as possible after the receipt thereof. Any notice given in accordance with the foregoing clause (a) shall also specify, in the case of any such dividend, distribution or subscription rights, the date on which the holders of Preferred Stock shall be entitled thereto. Any notice given in accordance with the foregoing clause (b) shall also specify the date on which the holders of Preferred Stock shall be entitled to exchange their Preferred Stock for securities or other property deliverable upon such reorganization, reclassification, consolidation, merger, sale, dissolution, liquidation, winding-up, conversion or public offering, as the case may be.

6.

3.7 CERTAIN EVENTS. If any change in the outstanding Preferred Stock of the Company or any other event occurs as to which the other provisions of this Section 3 are not strictly applicable or if strictly applicable would not fairly protect the purchase rights of the Holder of the Warrant in accordance with such provisions, then the Board of Directors of the Company shall make an adjustment in the number and class of shares available under the Warrant, the Stock Purchase Price or the application of such provisions, so as to protect such purchase rights as aforesaid. The adjustment shall be such as will give the Holder of the Warrant upon exercise for the same aggregate Stock Purchase Price the total number, class and kind of shares as he would have owned had the Warrant been exercised prior to the event and had he continued to hold such shares until after the event requiring adjustment.

4. ISSUE TAX. The issuance of certificates for shares of Preferred Stock upon the exercise of the Warrant shall be made without charge to the Holder of the Warrant for any issue tax (other than any applicable income taxes) in respect thereof; provided, however, that the Company shall not be required to pay any tax which may be payable in respect of any transfer involved in the issuance and delivery of any certificate in a name other than that of the then Holder of the Warrant being exercised.

5. CLOSING OF BOOKS. The Company will at no time close its transfer books against the transfer of any warrant or of any shares of Preferred Stock issued or issuable upon the exercise of any warrant in any manner which interferes with the timely exercise of this Warrant.

6. NO VOTING OR DIVIDEND RIGHTS; LIMITATION OF LIABILITY. Nothing contained in this Warrant shall be construed as conferring upon the holder hereof the right to vote or to consent or to receive notice as a shareholder of the Company or any other matters or any rights whatsoever as a shareholder of the Company. No dividends or interest shall be payable or accrued in respect of this Warrant or the interest represented hereby or the shares purchasable hereunder until, and only to the extent that, this Warrant shall have been exercised. No provisions hereof, in the absence of affirmative action by the holder to purchase shares of Preferred Stock, and no mere enumeration herein of the rights or privileges of the holder hereof, shall give rise to any liability of such holder for the Stock Purchase Price or as a shareholder of the Company, whether such liability is asserted by the Company or by its creditors.

7. REGISTRATION RIGHTS AGREEMENT. The registration rights of the Holder (including Holders' successors) with respect to this Warrant and the underlying stock will be the same as granted to the holders of the Company's Preferred Stock.

8. WARRANTS TRANSFERABLE. Subject to compliance with applicable federal and state securities laws and the transfer restrictions set forth in the Note and Warrant Purchase Agreement dated as of May 14, 1993, under which this Warrant was purchased, this Warrant

7.

and all rights hereunder are transferable, in whole or in part, without charge to the holder hereof (except for transfer taxes), upon surrender of this Warrant properly endorsed and compliance with the provisions of the Warrant Purchase Agreement. Each taker and holder of this Warrant, by taking or holding the same, consents and agrees that this Warrant, when endorsed in blank, shall be deemed negotiable, and that the holder hereof, when this Warrant shall have been so endorsed, may be treated by the Company, at the Company's option, and all other persons dealing with this Warrant as the absolute owner hereof for any purpose and as the person entitled to exercise the rights represented by this Warrant, or to the transfer hereof on the books of the Company any notice to the contrary notwithstanding; but until such transfer on such books, the Company may treat the registered owner hereof as the owner for all purposes.

9. RIGHTS AND OBLIGATIONS SURVIVE EXERCISE OF WARRANT. The rights and obligations of the Company, of the holder of this Warrant and of the holder of shares of Preferred Stock issued upon exercise of this Warrant, referred to in Sections 7 and 8 shall survive the exercise of this Warrant.

10. MODIFICATION AND WAIVER. This Warrant and any provision hereof may be changed, waived, discharged or terminated only by an instrument in writing signed by the party against which enforcement of the same is sought, provided that any change, waiver, discharge or termination agreed to in writing by a majority in interest of holders of Warrants of the Company of even date issued pursuant to the Note and Warrant Purchase Agreement shall be binding on Holder and assigns.

11. NOTICES. Any notice, request or other document required or permitted to be given or delivered to the holder hereof or the Company shall be delivered or shall be sent by certified mail, postage prepaid, to each such holder at its address as shown on the books of the Company or to the Company at the address indicated therefor in the first paragraph of this Warrant or such other address as either may from time to time provide to the other.

12. BINDING EFFECT ON SUCCESSORS. This Warrant shall be binding upon any corporation succeeding the Company by merger, consolidation or acquisition of all or substantially all of the Company's assets. All of the obligations of the Company relating to the Preferred Stock issuable upon the exercise of this Warrant shall survive the exercise and termination of this Warrant. All of the covenants and agreements of the Company shall inure to the benefit of the successors and assigns of the holder hereof.

13. DESCRIPTIVE HEADINGS AND GOVERNING LAW. The description headings of the several sections and paragraphs of this Warrant are inserted for convenience only and do not constitute a part of this Warrant. This Warrant shall be construed and enforced in accordance with, and the rights of the parties shall be governed by, the laws of the State of California.

8.

14. LOST WARRANTS. The Company represents and warrants to the Holder hereof that upon receipt of evidence reasonably satisfactory to the Company of the loss, theft, destruction, or mutilation of this Warrant and, in the case of any such loss, theft or destruction, upon receipt of an indemnity reasonably satisfactory to the Company, or in the case of any such mutilation upon surrender and cancellation of such Warrant, the Company, at its expense, will make and deliver a new Warrant, of like tenor, in lieu of the lost, stolen, destroyed or mutilated Warrant.

15. FRACTIONAL SHARES. No fractional shares shall be issued upon exercise of this Warrant. The Company shall, in lieu of issuing any fractional share, pay the holder entitled to such fraction a sum in cash equal to such fraction multiplied by the then effective Stock Purchase Price.

IN WITNESS WHEREOF, the Company has caused this Warrant to be duly executed by its officers, thereunto duly authorized this 13th day of August, 1993.

STERITECH, INC.
A CALIFORNIA CORPORATION

By____________________________________

Title_________________________________

ATTEST:

9.

EXHIBIT A

SUBSCRIPTION FORM

Date: ____________, 19__

Steritech, Inc.
2525 Stanwell Drive
Concord, California 94520

Gentlemen:

[ ] The undersigned hereby elects to exercise the warrant issued to it by Steritech, Inc. (the "Company") and dated May 14, 1993 Warrant No. PCW-__ (the "Warrant") and to purchase thereunder ____________ shares of the Common Stock of the Company (the "Shares") at a purchase price of _________________________________________ ($_____) per Share or an aggregate purchase price of __________________________ Dollars ($______) (the "Purchase Price").

[ ] The undersigned hereby elects to convert ______________________ percent (__%) of the value of the Warrant pursuant to the provisions of Section 1.2 of the Warrant.

Pursuant to the terms of the Warrant the undersigned has delivered the Purchase Price herewith in full in cash or by certified check or wire transfer. The undersigned also makes the representations set forth on the attached Exhibit B of the Warrant.

Very truly yours,

By____________________________________

Title_________________________________

1.

EXHIBIT B

INVESTMENT REPRESENTATIONS

THIS AGREEMENT MUST BE COMPLETED, SIGNED AND RETURNED TO STERITECH, INC. ALONG WITH THE SUBSCRIPTION FORM BEFORE THE COMMON STOCK ISSUABLE UPON EXERCISE OF THE WARRANT CERTIFICATE DATED ____________, 1993, WILL BE ISSUED.

_____________________, 19__

Steritech, Inc.
2525 Stanwell Drive
Concord, California 94520

Attention: President

The undersigned,_____("Purchaser"), intends to acquire up to shares of the Series C Preferred Stock (the "Preferred Stock") of Steritech, Inc. (the "Company") from the Company pursuant to the exercise or conversion of certain Warrants to purchase Preferred Stock held by Purchaser. The Preferred Stock will be issued to Purchaser in a transaction not involving a public offering and pursuant to an exemption from registration under the Securities Act of 1933, as amended (the "1933 Act") and applicable state securities laws. In connection with such purchase and in order to comply with the exemptions from registration relied upon by the Company, Purchaser represents, warrants and agrees as follows:

Purchaser is acquiring the Preferred Stock for its own account, to hold for investment, and Purchaser shah not make any sale, transfer or other disposition of the Preferred Stock in violation of the 1933 Act or the General Rules and Regulations promulgated thereunder by the Securities and Exchange Commission (the "SEC") or in violation of any applicable state securities law.

Purchaser has been advised that the Preferred Stock has not been registered under the 1933 Act or state securities laws on the ground that this transaction is exempt from registration, and that reliance by the Company on such exemptions is predicated in pan on Purchaser's representations set forth in this letter.

Purchaser has been informed that under the 1933 Act, the Preferred Stock must be held indefinitely unless it is subsequently registered under the 1933 Act or unless an exemption from such registration (such as Rule 144) is available with respect to any proposed transfer or disposition by Purchaser of the Preferred Stock. Purchaser further agrees that the Company

1.

may refuse to permit Purchaser to sell, transfer or dispose of the Preferred Stock (except as permitted under Rule 144) unless there is in effect a registration statement underthe 1933 Act and any applicable state securities laws coveting such transfer, or unless Purchaser furnishes an opinion of counsel reasonably satisfactory to counsel for the Company, to the effect that such registration is not required.

Purchaser also understands and agrees that there will be placed on the certificate(s) for the Preferred Stock, or any substitutions therefor, a legend stating in substance:

"The shares represented by this certificate have not been registered under the Securities Act of 1933, as amended (the "Securities Act"), or any state securities laws. These shares have been acquired for investment and may not be sold or otherwise transferred in the absence of an effective registration statement for these shares under the Securities Act and applicable state securities laws, or an opinion of counsel satisfactory to the Company that registration is not required and that an applicable exemption is available."

Purchaser has carefully read this letter and has discussed its requirements and other applicable limitations upon Purchaser's resale of the Preferred Stock with Purchaser's counsel.

Very truly yours,

By:___________________________________

EXHIBIT 10.13

STERITECH, INC.

SERIES D PREFERRED STOCK PURCHASE AGREEMENT

MARCH 1, 1995

TABLE OF CONTENTS

                                                                                                 PAGE
1.        AGREEMENT TO SELL AND PURCHASE........................................................   1
          1.1               Authorization of Shares.............................................   1
          1.2               Sale and Purchase of Series D Shares................................   1

2.        CLOSING, DELIVERY AND PAYMENT.........................................................   2

3.        REPRESENTATIONS AND WARRANTIES OF THE COMPANY.........................................   2
          3.1               Organization, Good Standing and Qualification.......................   2
          3.2               Capitalization......................................................   3
          3.3               Authorization; Binding Obligations..................................   3
          3.4               Agreements; Action..................................................   4
          3.5               Obligations to Related Parties......................................   5
          3.6               Financial Statements................................................   5
          3.7               Changes.............................................................   5
          3.8               Title to Properties and Assets; Liens, etc..........................   6
          3.9               Patents and Trademarks..............................................   6
          3.10              Compliance with Other Instruments...................................   7
          3.11              Litigation..........................................................   7
          3.12              Tax Returns and Payments............................................   7
          3.13              Employees...........................................................   8
          3.14              Restricted Stock Purchase Agreements................................   8
          3.15              Registration Rights.................................................   8
          3.16              Compliance with Laws................................................   8
          3.17              Offering Valid......................................................   9
          3.18              Securities Exemption................................................   9
          3.19              Full Disclosure.....................................................   9
          3.20              Permits.............................................................   9
          3.21              Insurance...........................................................   9

4.        REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS......................................  10
          4.1               Requisite Power and Authority.......................................  10
          4.2               Consents............................................................  10
          4.3               Investment Representations..........................................  10
                            (a)               Purchaser Bears Economic Risk.....................  10
                            (b)               Acquisition for Own Account.......................  11
                            (c)               Purchaser Can Protect Its Interest................  11
                            (d)               Company Information...............................  12

5.        CONDITIONS TO CLOSING.................................................................  12
          5.1               Conditions to Purchasers' Obligations at the Closing................  12

i.

TABLE OF CONTENTS

(CONTINUED)

                                                                                          PAGE
                  (a)       Representations and Warranties True; Performance of
                            Obligations..................................................  12
                  (b)       Legal Investment.............................................  12
                  (c)       Consents, Permits, and Waivers...............................  12
                  (d)       Corporate Documents..........................................  12
                  (e)       Reservation of and Conversion Shares.........................  12
                  (f)       Filing of Restated Articles..................................  12
                  (g)       Certificate of Status........................................  12
                  (h)       Compliance Certificate.......................................  13
                  (i)       Amended Investors' Rights Agreement..........................  13
                  (j)       Proceedings and Documents....................................  13
                  (k)       Legal Opinion................................................  13
         5.2      Conditions to Obligations of the Company.  ............................  13
                  (a)       Representations and Warranties True..........................  13
                  (b)       Performance of Obligations...................................  13
                  (c)       Filing of Restated Articles..................................  13
                  (d)       Amended Investors' Rights Agreement..........................  13

6.       MISCELLANEOUS...................................................................  13
         6.1      Governing Law..........................................................  13
         6.2      Survival...............................................................  14
         6.3      Successors and Assigns.................................................  14
         6.4      Entire Agreement.......................................................  14
         6.5      Separability...........................................................  14
         6.6      Amendment and Waiver...................................................  14
         6.7      Delays or Omissions....................................................  15
         6.8      Notices, etc...........................................................  15
         6.9      Expenses...............................................................  15
         6.10     Attorneys' Fees........................................................  15
         6.11     Titles and Subtitles...................................................  15
         6.12     Counterparts...........................................................  15
         6.13     Broker's Fees..........................................................  16

ii.

Exhibit A    SCHEDULE OF PURCHASERS

Exhibit B    AMENDED AND RESTATED ARTICLES OF INCORPORATION

Exhibit C    SCHEDULE OF EXCEPTIONS

Exhibit D    AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT

Exhibit E    OPINION OF COUNSEL TO THE COMPANY

Exhibit F    FINANCIAL STATEMENTS OF THE COMPANY

iii.

STERITECH, INC.

SERIES D PREFERRED STOCK PURCHASE AGREEMENT

THIS SERIES D PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement") is entered into as of March 1, 1995, by and among STERITECH, INC., a California corporation (the "Company") and each of those persons and entities, severally and not jointly, whose names are set forth on the Schedule of Purchasers attached hereto as Exhibit A (which persons and entities are hereinafter collectively referred to as "Purchasers" and each individually as a "Purchaser").

RECITALS

WHEREAS, the Company has authorized the sale and issuance of an aggregate of shares of its Series D Preferred Stock (the "Series D Shares" or the "Shares"); and

WHEREAS, Purchasers desire to purchase the Series D Shares on the terms and conditions set forth herein; and

WHEREAS, the Company desires to issue and sell the Series D Shares to Purchasers on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto agree as follows:

1. AGREEMENT TO SELL AND PURCHASE.

1.1 AUTHORIZATION OF SHARES. On or prior to the Closing (as defined in Section 2 below), the Company shall have authorized the sale and issuance to Purchasers of the Shares having the rights, preferences, privileges and restrictions set forth in the Amended and Restated Articles of Incorporation of the Company, as amended, in the form attached hereto as Exhibit B (the "Restated Articles"). The Company has, or prior to the Closing will have, adopted and filed the Restated Articles with the Secretary of State of the State of California.

1.2 SALE AND PURCHASE OF SERIES D SHARES. Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell to each Purchaser and each Purchaser agrees to purchase from the Company, the number of Series D Shares set forth opposite such Purchaser's name on Exhibit A, at a purchase price of $10.50 per share.

1.

2. CLOSING, DELIVERY AND PAYMENT.

The closing of the sale and purchase of the Series D Shares under this Agreement (the "Closing") shall take place at 10:00 a.m., local time, on March 21, 1995 at the offices of Cooley Godward Castro Huddleson & Tatum, One Maritime Plaza, 20th floor, San Francisco, California 94111, or at such other time or place as the Company and Purchasers purchasing a majority of the Shares may mutually agree. At the Closing, subject to the terms and conditions hereof, the Company will deliver to each Purchaser a certificate representing the number of Series D Shares purchased by such Purchaser from the Company, as set forth on Exhibit A, against payment by or on behalf of such Purchaser of the purchase price therefor, as set forth on Exhibit A, by wire transfer, check made payable to the order of the Company, cancellation of indebtedness of the Company to such Purchaser, or by such other means as shall be mutually agreeable to such Purchaser and the Company. If not all of the authorized Series D Shares are purchased at the Closing, the Company may, at any time until sixty (60) days after the Closing (unless the sixty (60) day period is further extended by resolution of the Company's Board of Directors), sell and issue the balance of the authorized but unissued Series D Shares, under purchase agreements substantially similar to this Agreement, at an additional closing or closings (hereinafter the "Additional Closing") at the same price per share as the Series D Shares purchased and sold at the Closing. The purchasers of such remaining Series D Shares shall be deemed "Purchasers" and such shares of Series D purchased by them shall be deemed "Series D Shares" for the purposes of this Agreement. The Additional Closings of the purchase and sale of the Series D Shares hereunder shall take place at such time and place as the Company and the additional Purchasers may agree. In the event that Additional Closings pursuant to this Agreement occur, the term "Closing" with respect to such later sales of Series D Shares shall refer to such later closing or closings and the term "Closing Date" shall refer to the date on which each such Closing or Closings occur.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

Except as set forth on the Schedule of Exceptions attached hereto as Exhibit C, the Company hereby represents and warrants to each Purchaser as follows:

3.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of California. The Company has full power and authority to own and operate its properties and assets, and to carry on its business as presently conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in the aggregate in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions, in the aggregate, in which failure to do so would not have a material adverse effect on the Company or its business. The Company has no subsidiaries and owns no equity securities of any other corporation, limited partnership or similar entity.

2.

3.2 CAPITALIZATION. The authorized capital stock of the Company, immediately prior to the Closing, consists of four million two hundred eighty thousand three hundred ninety-nine (4,280,399) shares of Common Stock, nine hundred sixty-one thousand four hundred ten (961,410) shares of which are issued and outstanding; and two million eight hundred eighteen thousand nine hundred eighty-nine (2,818,989) shares of Preferred Stock, seven hundred sixty-one thousand seventy-nine (761,079) of which are designated Series A Preferred Stock, seven hundred fourteen thousand two hundred eighty-six (714,286) of which are issued and outstanding and three hundred five thousand four hundred sixty-one (305,461) of which are designated Series B Preferred Stock, two hundred eighty-five thousand seven hundred fourteen (285,714) of which are issued and outstanding, and one million one hundred forty-seven thousand four hundred forty-nine (1,147,449) of which are designated Series C Preferred Stock, one million ninety-one thousand five hundred ninety-three (1,091,593) of which are issued and outstanding, and six hundred five thousand (605,000) of which are designated Series D Preferred Stock, none of which are outstanding. Immediately prior to the Closing, four hundred thousand (400,000) shares of Common Stock are reserved for future issuance upon the exercise of options for shares of Common Stock and two million one hundred fifty-five thousand eight hundred eighty-six (2,155,886) shares of Common Stock are reserved for issuance upon exercise or conversion, respectively, of outstanding warrants for and shares of Series A, Series B and Series C Preferred Stock. All issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, and were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The rights, preferences, privileges and restrictions of the Shares are as stated in the Restated Articles. The shares of Common Stock issuable upon the conversion of the Shares (the "Conversion Shares") have been duly and validly reserved for issuance and, when issued in accordance with the Restated Articles, will be validly issued, fully paid and nonassessable. Except for: (i) the conversion privileges of the Series A Shares, Series B Shares and Series C Shares, (ii) the right of first refusal applicable to the Company's Common Stock set forth in the Company's Bylaws, (iii) the options for shares of Common Stock identified above, (iv) the warrants issued in connection with certain leasing transactions, (v) the warrants for Series B and Series C Preferred Stock issued in connection with the May 14, 1993 and August 13, 1993 bridge financings, and (vi) that certain Investors' Rights Agreement dated December 27, 1991, as amended on December 10, 1993 and March 14, 1994 (the "Investors' Rights Agreement"), there are no outstanding options, warrants, rights (including conversion or preemptive rights), proxy or shareholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities.

3.3 AUTHORIZATION; BINDING OBLIGATIONS. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, the Amended and Restated Investors' Rights Agreement, in the form attached hereto as Exhibit D (the "Amended Investors' Rights Agreement"), and the Restated Articles, and the sale and issuance of the Shares and the Conversion Shares pursuant hereto, and for the performance of the Company's obligations hereunder and under the Amended Investors' Rights Agreement has been taken or will be taken prior to the Closing. The Agreement and the Amended Investors' Rights Agreement, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms.

3.

The sale of the Series D Shares and the subsequent conversion of Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. When issued in compliance with the provisions of this Agreement and the Restated Articles, the Shares and the Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Shares and the Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed.

3.4 AGREEMENTS; ACTION.

(a) Except for agreements explicitly contemplated hereby and the Investors' Rights Agreement, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors and affiliates, or any affiliate thereof.

(b) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $25,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.

(c) The Company has not (i) 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 any indebtedness for money borrowed or any other liabilities individually in excess of $50,000 or, in the case of indebtedness and/or liabilities individually less than $25,000, in excess of $125,000 in the aggregate, (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, or contracted to do so, other than the sale of its inventory in the ordinary course of business.

(d) For the purposes of subsections (b) and (c) above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

(e) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Articles or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, in its properties or its financial condition.

4.

3.5 OBLIGATIONS TO RELATED PARTIES. No employee, officer, or director of the Company or member of his or her immediate family is indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee credit) to any of them. To the best of the Company's knowledge, none of such persons has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation that competes with the Company, except for equity interest in HRI Research, Inc. and except that employees, officers, or directors of the Company and members of their immediate families may own stock in publicly traded companies that may compete with the Company. No member of the immediate family of any officer or director of the Company is directly or indirectly interested in any material contract with the Company.

3.6 FINANCIAL STATEMENTS. Attached hereto as Exhibit F are copies of the Company's unaudited balance sheet and income statement for the year ended December 31, 1994 and of the Company's audited financial statements for the twelve (12) months ended December 31, 1993 (the "Financial Statements"). The Financial Statements fairly present the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein and have been prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the period, subject, in the case of the unaudited balance sheet and income statement for the twelve (12) months ended December 31, 1994, to the absence of footnotes and year-end adjustments that are not in the aggregate expected to be material.

3.7 CHANGES. Since December 31, 1994, there has not been:

(a) Any change in the assets, liabilities, financial condition or operations of the Company as shown on the balance sheet at December 31, 1994 contained in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is expected to have a material adverse effect on such assets, liabilities, financial condition, or operations of the Company;

(b) Any change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty, or otherwise;

(c) Any damage, destruction, or loss, whether or not covered by insurance, materially and adversely affecting the properties, business, financial condition, operations or prospects of the Company;

(d) Any waiver by the Company of a valuable right or of a material debt owed to it;

(e) Any direct or indirect loans made by the Company to any shareholder, employee, officer, or director of the Company, other than advances made in the ordinary course of business;

5.

(f) Any declaration or payment of any dividend or other distribution of the assets of the Company;

(g) Any labor organization activity;

(h) Any debt, obligation, or liability incurred, assumed or guaranteed by the Company, except current liabilities incurred in the ordinary course of business (the sum of which does not exceed $10,000);

(i) Any change in any material agreement to which the Company is a party or by which it or any of its assets are bound or subject, including compensation agreements with the Company's employees; or

(j) To the best of the Company's knowledge, any other event or condition of any character that, either individually or cumulatively, has materially and adversely affected, or, so far as the Company may now foresee, in the future may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company.

3.8 TITLE TO PROPERTIES AND ASSETS; LIENS, ETC. The Company has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance, or charge, other than (i) those resulting from taxes which have not yet become delinquent and (ii) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company.

3.9 PATENTS AND TRADEMARKS. The Company has sufficient title and ownership of all trade names, copyrights, trade secrets, proprietary information, patents, trademarks, service marks, rights and processes necessary for its business as now conducted and as proposed to be conducted without any conflict with or infringement of the rights of others. There are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his best efforts to promote the interests of the Company or that would conflict with the Company's business as proposed to be conducted. Neither the execution nor delivery of this Agreement, or the Amended Investors' Rights Agreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms,

6.

conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

3.10 COMPLIANCE WITH OTHER INSTRUMENTS. The Company is not in violation or default of any term of its Restated Articles or Bylaws, nor is it in material violation or default of any mortgage, indenture, contract, agreement, instrument, judgment, decree, order or any statute, rule, or regulation applicable to the Company. The execution, delivery, and performance of and compliance with this Agreement and the Amended Investors' Rights Agreement and the issuance and sale of the Series D Shares pursuant hereto and of the Conversion Shares pursuant to the Restated Articles, will not result in any such violation, or be in conflict with or constitute a default under any such term, or result in the creation of any mortgage, pledge, lien, encumbrance, or charge upon any of the properties or assets of the Company. There is no such term that materially and adversely affects, or in the future may be reasonably expected to materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company as now conducted or as proposed to be conducted. The Company has avoided every condition, and has not performed any act, the occurrence of which would result in the Company's loss of any right granted under any license, distribution or other agreement.

3.11 LITIGATION. There is no action, suit, proceeding or investigation pending or currently threatened against the Company which questions the validity of this Agreement, the Amended Investors' Rights Agreement or the right of the Company to enter into them, or to consummate the transactions contemplated hereby, or which might result, either individually or in the aggregate, in any material adverse changes in the assets, condition, affairs or prospects of the Company, financially or otherwise, or any change in the current equity ownership of the Company, nor is the Company aware that there is any basis for the foregoing. The foregoing includes, without limitation, actions pending or threatened (or any basis therefor known to the Company) involving the prior employment of any of the Company's employees, their use in connection with the Company's business of any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers. The Company is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company currently pending or which the Company intends to initiate.

3.12 TAX RETURNS AND PAYMENTS. The Company has filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company on or before the Closing have been paid or will be paid prior to the time they become delinquent. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended ("Code"), to be treated as a collapsible corporation or a Subchapter S corporation pursuant to Section 341(f) or Section 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections which relate solely to methods of accounting, depreciation or

7.

amortization) which would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or on any of its properties or material assets.

3.13 EMPLOYEES. The Company has no collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company. No employee has any agreement or contract, written or verbal, regarding his or her employment. To the Company's knowledge, no employee of the Company, nor anyone with whom the Company has contracted, is in violation of any term of any employment contract, patent disclosure agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company because of the nature of the business to be conducted by the Company; and the continued employment by the Company of its present employees, and the performance of the Company's contracts with its independent contractors, will not result in any such violation. The Company has not received any notice alleging that any such violation has occurred. Each officer, employee and consultant of the Company has executed a Proprietary Information and Inventions Agreement. The Company, after reasonable investigation, is not aware that any of its employees, officers or consultants are in violation thereof, and the Company will use its best efforts to prevent any such violation. The Company is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the Company, nor does the Company have a present intention to terminate the employment of any of the foregoing. Subject to general principles related to wrongful termination of employees, the employment of each officer and employee of the Company is terminable at the will of the Company. No officer of the Company has been granted the right to any material compensation following termination of employment with the Company.

3.14 RESTRICTED STOCK PURCHASE AGREEMENTS. All currently outstanding shares of common stock of the Company are subject to the Company's repurchase option and/or right of first refusal, as set forth in copies of Restricted Stock Purchase Agreements and the Company's Bylaws.

3.15 REGISTRATION RIGHTS. Except as required pursuant to the Investors' Rights Agreement, the Company is presently not under any obligation, and has not granted any rights, to register (as defined in Section 1.2 of the Investors' Rights Agreement) any of the Company's presently outstanding securities or any of its securities that may hereafter be issued.

3.16 COMPLIANCE WITH LAWS. The Company has complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business and ownership of its properties. No governmental orders, permissions, consents, approvals or authorizations are required to be obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of this Agreement and the Amended Investors' Rights Agreement, and the issuance of the Shares or the Conversion Shares, except such as have been duly and validly obtained or filed, or with respect to any filings that must be made after the Closing, except such as will be filed in a timely manner.

8.

3.17 OFFERING VALID. Assuming the accuracy of the representations and warranties of the Purchasers contained in Section 4.3 hereof, the offer, sale and issuance of the Shares and the Conversion Shares will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

3.18 SECURITIES EXEMPTION. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to, or otherwise approach or communicate in respect of all or any part of such Shares with, any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act. The Company shall seek and obtain all necessary permits and other authorizations or orders of exemption as may be necessary or appropriate under the California Corporate Securities Law of 1968, as amended, and any other applicable state securities laws, with respect to the Company's offer and sale of the Shares and the Conversion Shares.

3.19 FULL DISCLOSURE. This Agreement, the Exhibits hereto, the Amended Investors' Rights Agreement and all other documents delivered by the Company to Purchasers or their attorneys or agents in connection herewith or therewith or with the transactions contemplated hereby or thereby, do not, when taken as a whole, contain any untrue statement of a material fact nor, omit to state a material fact necessary in order to make the statements contained herein or therein not misleading. There are no facts which (individually or in the aggregate) materially adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company that have not been set forth in the Agreement, the Exhibits hereto, the Amended Investors' Rights Agreement or in other documents delivered to Purchasers or their attorneys or agents in connection herewith.

3.20 PERMITS. The Company has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which could materially and adversely affect the business, properties, prospects, or financial condition of the Company and believes it can obtain, without undue burden or expense, any similar authority for the conduct of its business as planned to be conducted. The Company is not in default in any material respect under any of such franchises, permits, licenses, or other similar authority.

3.21 INSURANCE. The Company has or will obtain prior to or promptly following the Closing insurance with financially sound and reputable insurers, with respect to its properties that are of a character customarily insured by entities engaged in the same or a similar business similarly situated, against loss or damage of the kinds customarily insured against by such entities, which insurance is of such types (including public liability insurance) as are customarily carried under similar circumstances by such other entities.

9.

4. REPRESENTATIONS AND WARRANTIES OF THE PURCHASERS.

Each Purchaser hereby represents and warrants to the Company as follows (such representations and warranties do not lessen or obviate the representations and warranties of the Company set forth in this Agreement):

4.1 REQUISITE POWER AND AUTHORITY. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and the Amended Investors' Rights Agreement and to carry out their provisions. All action on Purchaser's part required for the lawful execution and delivery of this Agreement and the Amended Investors' Rights Agreement has been or will be effectively taken prior to the Closing. Upon their execution and delivery, this Agreement and the Amended Investors' Rights Agreement will be valid and binding obligations of Purchaser, enforceable in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights; (ii) general principles of equity that restrict the availability of equitable remedies; and (iii) to the extent that the enforceability of the indemnification provisions of Section 2.9 of the Amended Investors' Rights Agreement may be limited by applicable laws.

4.2 CONSENTS. All consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings with any governmental or banking authority on the part of Purchaser required in connection with the consummation of the transactions contemplated in the Agreement and the Amended Investors' Rights Agreement have been or shall have been obtained prior to and be effective as of the Closing.

4.3 INVESTMENT REPRESENTATIONS. Purchaser understands that the Shares and Conversion Shares have not been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

(a) PURCHASER BEARS ECONOMIC RISK. Purchaser must bear the economic risk of this investment indefinitely unless the Shares or the Conversion Shares are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that the Company has no present intention of registering the Shares the Conversion Shares or any shares of its Common Stock. Purchaser understands that it has no registration rights with respect to the Shares or the Conversion Shares except as provided in the Amended Investors' Rights Agreement. Purchaser also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Purchaser to transfer all or any portion of the Shares or the Conversion Shares under the circumstances, in the amounts or at the times Purchaser might propose.

10.

Purchaser further represents that Purchaser is an Accredited Investor within the meaning of Rule 501(a) of Regulation D under the Securities Act and that one or more of the following criteria are applicable to such Purchaser. If Purchaser cannot make the following representations, Purchaser shall set forth his or her initials on the appropriate line provided therefor on the signature page of this Agreement, and such Purchaser shall provide such information as the Company may reasonably require to establish that the offer and sale of the Shares and the Conversion Shares to such Purchaser shall not bring the offer and sale of the Shares and Conversion Shares within the registration provisions of the Securities Act or similar registration requirements under applicable state securities laws and regulations.

(i) The Purchaser is a director or executive officer of the Company; or

(ii) The Purchaser is a natural person who has a net worth or joint net worth with the Purchaser's spouse exceeding $1,000,000 at the time of purchase; or

(iii) The Purchaser is a natural person who had an individual income in excess of $200,000 in each of the two most recent years and who reasonably expects an income in excess of $200,000 in the current year; or

(iv) The Purchaser is either (a) a business development company as defined in Section 2(a)(48) of such Act, or (b) a Small Business Investment Company licensed by the U.S. Small Business Administration under Section 301(c) or 301(d) of the Small Business Investment Act of 1958; or

(v) The Purchaser is a private business development company as defined in Section 202(a)(22) of the Investment Advisers Act of 1940; or

(vi) The Purchaser is a corporation, partnership or trust, and each and every equity owner of such entity certifies that it meets the qualifications set forth in (i), (ii), (iii), (iv) or (v) above.

(b) ACQUISITION FOR OWN ACCOUNT. Purchaser is acquiring the Shares and the Conversion Shares for Purchaser's own account for investment only, and not with a view towards their distribution.

(c) PURCHASER CAN PROTECT ITS INTEREST. Purchaser represents that by reason of its, or of its management's, business or financial experience, Purchaser has the capacity to protect its own interests in connection with the transactions contemplated in this Agreement and the Amended Investors' Rights Agreement. Further, Purchaser is aware of no publication of any advertisement in connection with the transactions contemplated in the Agreement. Purchaser is not a corporation, trust or partnership specifically formed for the purpose of consummating these transactions.

11.

(d) COMPANY INFORMATION. Purchaser has had an opportunity to discuss the Company's business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company's operations and facilities. Purchaser has also had the opportunity to ask questions of and receive answers from, the Company and its management regarding the terms and conditions of this investment.

5. CONDITIONS TO CLOSING.

5.1 CONDITIONS TO PURCHASERS' OBLIGATIONS AT THE CLOSING. Purchasers' obligations to purchase the Series D Shares at the Closing are subject to the satisfaction, at or prior to the Closing, of the following conditions:

(a) REPRESENTATIONS AND WARRANTIES TRUE; PERFORMANCE OF OBLIGATIONS. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing with the same force and effect as if they had been made as of the Closing, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing.

(b) LEGAL INVESTMENT. At the time of the Closing, the sale and issuance of the Series D Shares and Conversion Shares shall be legally permitted by all laws and regulations to which Purchasers and the Company are subject.

(c) CONSENTS, PERMITS, AND WAIVERS. The Company shall have obtained any and all consents, permits, and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement and the Amended Investors' Rights Agreement (except for such as may be properly obtained subsequent to the Closing).

(d) CORPORATE DOCUMENTS. The Company shall have delivered to Purchasers or their counsel, copies of all corporate documents of the Company as Purchasers shall reasonably request.

(e) RESERVATION OF AND CONVERSION SHARES. The Conversion Shares issuable upon conversion of the Shares shall have been duly authorized and reserved for issuance upon such exercise or conversion.

(f) FILING OF RESTATED ARTICLES. The Restated Articles shall have been filed with the Secretary of State of the State of California.

(g) CERTIFICATE OF STATUS. The Company shall have obtained a Certificate of Status from the California Secretary of State dated as of a recent date prior to Closing.

12.

(h) COMPLIANCE CERTIFICATE. The Company shall have delivered to Purchasers a Compliance Certificate, executed by the President and the Chief Financial Officer of the Company, dated the date of the Closing, to the effect that the conditions specified in subparagraphs (a) through (g) of this Section 5.1 have been satisfied.

(i) AMENDED INVESTORS' RIGHTS AGREEMENT. The Amended Investors' Rights Agreement shall have been executed and delivered by the parties thereto.

(j) PROCEEDINGS AND DOCUMENTS. All corporate and other proceedings in connection with the transactions contemplated at the Closing hereby and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Purchasers and their special counsel, and the Purchasers and their special counsel shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request.

(k) LEGAL OPINION. The Purchasers shall have received from legal counsel to the Company an opinion addressed to them, dated as of the Closing, substantially in the form attached hereto as Exhibit E.

5.2 CONDITIONS TO OBLIGATIONS OF THE COMPANY. The Company's obligation to issue and sell the Shares at the Closing is subject to the satisfaction, on or prior to the Closing, of the following conditions:

(a) REPRESENTATIONS AND WARRANTIES TRUE. The representations and warranties made by Purchasers in Section 4 hereof shall be true and correct in all material respects at the date of the Closing, with the same force and effect as if they had been made on and as of said date.

(b) PERFORMANCE OF OBLIGATIONS. Purchasers shall have performed and complied with all agreements and conditions herein required to be performed or complied with by Purchasers on or before the Closing.

(c) FILING OF RESTATED ARTICLES. The Restated Articles shall have been filed with the Secretary of State of the State of California. The Company agrees to use its best efforts to effect such action.

(d) AMENDED INVESTORS' RIGHTS AGREEMENT. The Amended Investors' Rights Agreement shall have been executed and delivered by the parties thereto. The Company agrees to use its best efforts to effect such action.

6. MISCELLANEOUS.

6.1 GOVERNING LAW. This Agreement shall be governed in all respects by the laws of the State of California.

13.

6.2 SURVIVAL. The representations, warranties, covenants, and agreements made herein shall survive any investigation made by any Purchaser and the closing of the transactions contemplated hereby. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company hereunder solely as of the date of such certificate or instrument.

6.3 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto and shall inure to the benefit of and be enforceable by each person who shall be a holder of the Shares from time to time; provided, however, that prior to the receipt by the Company of adequate written notice of the transfer of any Shares specifying the full name and address of the transferee, the Company may deem and treat the person listed as the holder of such Shares in its records as the absolute owner and holder of such Shares for all purposes, the payment of any dividends or any redemption price.

6.4 ENTIRE AGREEMENT. This Agreement, the Exhibits and Schedules hereto and the Amended Investors' Rights Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any representations, warranties, covenants, and agreements except as specifically set forth herein. Nothing in this Agreement or the Amended Investors' Rights Agreement, express or implied, is intended to confer upon any party, other than the parties hereto, and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement or the Amended Investors' Rights Agreement, except as expressly provided herein.

6.5 SEPARABILITY. In case any provision of the Agreement shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

6.6 AMENDMENT AND WAIVER.

(a) This Agreement may be amended or modified only upon the written consent of the holders of not less than a majority in interest of the Shares (treated as if converted and including any Conversion Shares into which the Shares have been converted that have not been sold to the public).

(b) The obligations of the Company and the rights of the holders of the Shares and the Conversion Shares under the Agreement may be waived only with the written consent of the holders of not less than a majority of the Shares (treated as if converted and including any Conversion Shares into which the Shares have been converted that have not been sold to the public).

14.

(c) Except to the extent provided in this
Section 6.6, neither this Agreement nor any provision hereof may be changed, waived, discharged, or terminated, except by a statement in writing signed by the party against which enforcement of the change, waiver, discharge, or termination is sought.

6.7 DELAYS OR OMISSIONS. It is agreed that no delay or omission to exercise any right, power, or remedy accruing to any Purchaser, upon any breach, default or noncompliance of the Company under this Agreement, the Amended Investors' Rights Agreement or under the Restated Articles, shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent, or approval of any kind or character on any Purchaser's part of any breach, default or noncompliance under this Agreement, the Amended Investors' Rights Agreement or under the Restated Articles or any waiver on such Purchaser's part of any provisions or conditions of the 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, the Amended Investors' Rights Agreement, the Restated Articles, by law, or otherwise afforded to Purchasers, shall be cumulative and not alternative.

6.8 NOTICES, ETC. All notices and other communications required or permitted hereunder shall be in writing and shall be sent by registered or certified mail, return receipt requested, postage prepaid, or by means of a nationally recognized overnight courier service, and, if to an address outside the United States of America, by telex transmitted substantially concurrently with the mailing of such written notice, addressed: (a) if to a Purchaser, at such Purchaser's address as set forth on the Company's records, or at such other address as such Purchaser shall have furnished to the Company in writing or (b) if to the Company, at its address as set forth at the end of this Agreement, or at such other address as the Company shall have furnished to the Purchasers in writing.

6.9 EXPENSES. The Company shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of the Agreement, and the Purchasers shall pay all costs and expenses that they incur with respect to the negotiation, execution, delivery and performance of the Agreement.

6.10 ATTORNEYS' FEES. If legal action is brought to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and legal costs in connection therewith.

6.11 TITLES AND SUBTITLES. The titles of the paragraphs and subparagraphs of the Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

6.12 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

15.

6.13 BROKER'S FEES. Each party hereto represents and warrants that no agent, broker, investment banker, person or firm acting on behalf of or under the authority of such party hereto is or will be entitled to any broker's or finder's fee or any other commission directly or indirectly in connection with the transactions contemplated herein. Each party hereto further agrees to indemnify each other party for any claims, losses or expenses incurred by such other party as a result of the representation in this Section 6.13 being untrue.

16.

IN WITNESS WHEREOF, the parties hereto have executed the Agreement as of the date set forth in the first paragraph hereof.

COMPANY:

STERITECH, INC.
2525 Stanwell Drive
Concord, CA 94520

By:  /s/  Stephen T. Isaacs
     -----------------------------
          Stephen T. Isaacs
          President

PURCHASERS:

H. RAYMOND BINGHAM

Initial In Space Below If Purchaser CANNOT
make the Investment Representations in
Section 4.3 hereof:

By:/s/ H. Raymond Bingham
     -----------------------------
                                                   --------
     -----------------------------                 Initials
          (Title, if applicable)

B. J. CASSIN                        Initial In Space Below If Purchaser CANNOT
                                    make the Investment Representations in
By:/s/ B. J. Cassin                 Section 4.3 hereof:
     -----------------------------
                                                   --------
     -----------------------------                 Initials
          (Title, if applicable)

17.

B. J. CASSIN, CONSERVATOR FOR ROBERT  Initial In Space Below If Purchaser CANNOT
CASSIN                                make the Investment Representations in
                                      Section 4.3 hereof:

                                                     --------
By:/s/ B. J. Cassin                                  Initials
   -------------------------------

             Conservator
   -------------------------------
       (Title, if applicable)


WARREN G. CHRISTIANSON                Initial In Space Below If Purchaser CANNOT
                                      make the Investment Representations in
                                      Section 4.3 hereof:

                                                     --------
By:/s/ Warren G. Christianson                        Initials
   -------------------------------

   -------------------------------
       (Title, if applicable)

J. ROBERT COLEMAN, JR. AND DIANE S.   Initial In Space Below If Purchaser CANNOT
COLEMAN                               make the Investment Representations in
                                      Section 4.3 hereof:


                                                     --------
By:/s/ J. Robert Coleman, Jr.                        Initials
   ------------------------------
By:/s/ Diane S. Coleman
   ------------------------------

   ------------------------------
       (Title, if applicable)


COMDISCO, INC.                        Initial In Space Below If Purchaser CANNOT
                                      make the Investment Representations in
                                      Section 4.3 hereof:

By:/s/ Jill C. Hanses
   ------------------------------                    --------
                                                     Initials
     Assistant Vice President
- ---------------------------------
      (Title, if applicable)

18.

A. CRAWFORD COOLEY                    Initial In Space Below If Purchaser CANNOT
                                      make the Investment Representations in
                                      Section 4.3 hereof:


By:/s/ A. Crawford Cooley
   -----------------------------                     --------
                                                     Initials

- --------------------------------
      (Title, if applicable)


ROBERT A. COOLEY                      Initial In Space Below If Purchaser CANNOT
                                      make the Investment Representations in

Section 4.3 hereof:

By:/s/ Robert A. Cooley                              Initials
   -----------------------------

CORAL PARTNERS II, A LIMITED        Initial In Space Below If Purchaser CANNOT
PARTNERSHIP                         make the Investment Representations in
                                    Section 4.3 hereof:
By:    Coral Management Partners,
       II, its general partner

                                                   --------
                                                   Initials
By:/s/ Peter H. McNerney
   -----------------------------

          General Partner
- --------------------------------
      (Title, if applicable)


CORAL PARTNERS IV, A LIMITED        Initial In Space Below If Purchaser CANNOT
PARTNERSHIP                         make the Investment Representations in
                                    Section 4.3 hereof:
By:    Coral Management Partners
       IV, its general partner

                                                   --------
                                                   Initials
By:/s/ Peter H. McNerney
   -----------------------------

        General Partner
- --------------------------------
    (Title, if applicable)

19.

JOSEPH B. COSTELLO AND MARGARET M.    Initial In Space Below If Purchaser
COSTELLO, TRUSTEES OF THE COSTELLO    CANNOT make the Investment
FAMILY TRUST UDT DTD 10/21/92         Representations in Section 4.3

hereof:

By:/s/ Joseph B. Costello                          Initials
   -----------------------------
By:/s/ Margaret M. Costello
   -----------------------------

DAIN BOSWORTH, INC., CUSTODIAN FBO    Initial In Space Below If Purchaser
YUVAL ALMOG SEP-IRA                   CANNOT make the Investment
                                      Representations in Section 4.3

hereof:

By:/s/ P.H. Colbert                                Initials
   -----------------------------

- --------------------------------
     (Title, if applicable)

DELAWARE CHARTER GUARANTEE &          Initial In Space Below If Purchaser
TRUST COMPANY TTEE FBO DONALD         CANNOT make the Investment
GRIERSON MONEY-PURCHASE PENSION       Representations in Section 4.3
PLAN 14-60330                         hereof:


                                                   --------
                                                   Initials

By:/s/ Gilbert E. Posada
   -----------------------------

      Sr. Administrator
- --------------------------------
   (Title, if applicable)

20.

ANGELO DELAPORTA, TRUSTEE OF THE Initial In Space Below If Purchaser CANNOT DELAPORTA FAMILY TRUST DTD 8/16/82 make the Investment Representations in
Section 4.3 hereof:

By:/s/ Angelo Delaporta                            Initials
   -----------------------------

             Trustee
   -----------------------------
      (Title, if applicable)

GERALD C. DOWN Initial In Space Below If Purchaser CANNOT make the Investment Representations in
Section 4.3 hereof:

By:/s/ Gerald C. Down
   -----------------------------

- --------------------------------
     (Title, if applicable)

GERDES HUFF INVESTMENTS Initial In Space Below If Purchaser CANNOT make the Investment Representations in
Section 4.3 hereof:

By:/s/ Larry Gerdes
   -----------------------------

        General Partner
- --------------------------------
    (Title, if applicable)

THE TRUSTEES OF THE WALLACE R.      Initial In Space Below If Purchaser CANNOT
HAWLEY AND ALEXANDRA HAWLEY         make the Investment Representations in
REVOCABLE TRUST, U/A/D 7/30/92      Section 4.3 hereof:



                                                   --------
                                                   Initials
By:/s/ Wallace Hawley
   -----------------------------

           Trustee
- --------------------------------
    (Title, if applicable)

21.

JEFFREY O. HENLEY AND JUDY HENLEY,  Initial In Space Below If Purchaser CANNOT
TTTEES JEFFREY AND JUDY HENLEY      make the Investment Representations in
TRUST I, DTD 10/23/89               Section 4.3 hereof:



                                                   --------
                                                   Initials
By:/s/ Jeffrey O. Henley
   -----------------------------
By:/s/ Jedy Henley
- --------------------------------


            Trustee
- --------------------------------
    (Title, if applicable)

FRANK C. HERRINGER AND MARYELLEN C. Initial In Space Below If Purchaser CANNOT HERRINGER make the Investment Representations in
Section 4.3 hereof:

By:/s/ Frank C. Herringer
   -----------------------------
By:/s/ Maryellen C. Herringer
- --------------------------------

PETER HOWLEY Initial In Space Below If Purchaser CANNOT make the Investment Representations in
Section 4.3 hereof:

By:/s/ Peter Howley
   -----------------------------

PAUL K. JOAS Initial In Space Below If Purchaser CANNOT make the Investment Representations in
Section 4.3 hereof:

By:/s/ Paul K. Joas                                --------
   -----------------------------                   Initials

22.

VISIPLEX INVESTMENTS LIMITED, A Initial In Space Below If Purchaser CANNOT DELAWARE LIMITED PARTNERSHIP make the Investment Representations in
Section 4.3 hereof:

By:/s/ I. Ben Joseph
   -----------------------------

         General Partner
- --------------------------------
     (Title, if applicable)

SAN FRANCISCO INTERNATIONAL Initial In Space Below If Purchaser CANNOT INVESTORS make the Investment Representations in
Section 4.3 hereof:

By:/s/ Robert E. King
   -----------------------------

        Managing Partner
- --------------------------------
     (Title, if applicable)

ROBERT ELIOT KING, TRUSTEE UNDER    Initial In Space Below If Purchaser CANNOT
THE TRUST OF THE R.E.K. PROFIT      make the Investment Representations in
SHARING PLAN                        Section 4.3 hereof:



                                                   --------
                                                   Initials
By:/s/ Robert Eliot King
   -----------------------------

            Trustee
- --------------------------------
    (Title, if applicable)


ROY KIRKORIAN                       Initial In Space Below If Purchaser CANNOT
                                    make the Investment Representations in

Section 4.3 hereof:

By:/s/ Roy Kirkorian
   -----------------------------

- --------------------------------
     (Title, if applicable)

23.

PETER H. MCNERNEY Initial In Space Below If Purchaser CANNOT make the Investment Representations in
Section 4.3 hereof:

By:/s/ Peter H. McNerney                       Initials
   ---------------------------

- ------------------------------
   (Title, if applicable)

WAYNE W. MILLS Initial In Space Below If Purchaser CANNOT make the Investment Representations in
Section 4.3 hereof:

By:/s/ Wayne W. Mills
   ---------------------------

- ------------------------------
    (Title, if applicable)

MOTETE CORPORATION Initial In Space Below If Purchaser CANNOT make the Investment Representations in
Section 4.3 hereof:

By:/s/ Gabriel De La Guardia                   Initials
   ---------------------------

ALBERTO PEREZ Initial In Space Below If Purchaser CANNOT make the Investment Representations in
Section 4.3 hereof:

By:/s/ Alberto Perez                           Initials
   ---------------------------
- ------------------------------
    (Title, if applicable)

24.

NOEL P. RAHN Initial In Space Below If Purchaser CANNOT make the Investment Representations in
Section 4.3 hereof:

By:/s/ Noel P. Rahn                                Initials
   -----------------------------

HENRY E. STICKNEY, TRUSTEE OF THE Initial In Space Below If Purchaser CANNOT STICKNEY FAMILY TRUST, DTD 11/26/86 make the Investment Representations in
Section 4.3 hereof:

By:/s/ Henry E. Stickney
   -----------------------------

            Trustee
- --------------------------------
    (Title, if applicable)

GREGORY V. VAUGHAN Initial In Space Below If Purchaser CANNOT make the Investment Representations in
Section 4.3 hereof:

By:/s/ Gregory V. Vaughan                          Initials
   -----------------------------

- --------------------------------
    (Title, if applicable)

JEFFREY L. WALKER Initial In Space Below If Purchaser CANNOT make the Investment Representations in
Section 4.3 hereof:

By:/s/ Jeffrey L. Walker                           Initials
   -----------------------------

- --------------------------------
     (Title, if applicable)

25.

JEFF WEBALOWSKY Initial In Space Below If Purchaser CANNOT make the Investment Representations in
Section 4.3 hereof:

By:/s/ Jeff Webalowsky                             Initials
   -----------------------------

- --------------------------------
    (Title, if applicable)

KURT A. LATTA, TTEE FOR THE LATTA Initial In Space Below If Purchaser CANNOT 1990 FAMILY TRUST make the Investment Representations in
Section 4.3 hereof:

By:/s/ Kurt A. Latta
   -----------------------------

          Trustee
- --------------------------------
  (Title, if applicable)

RICHARD M. LUCAS CANCER FOUNDATION Initial In Space Below If Purchaser CANNOT make the Investment Representations in
Section 4.3 hereof:

By:/s/ Donald L. Lucas                             Initials
   -----------------------------

     Chairman of the Board
- --------------------------------
     (Title, if applicable)

HAROLD W. MILNER Initial In Space Below If Purchaser CANNOT make the Investment Representations in
Section 4.3 hereof:

By:/s/ Harold W. Milner                        Initials
   -----------------------------

- --------------------------------
     (Title, if applicable)

26.

GC&H INVESTMENTS Initial In Space Below If Purchaser CANNOT make the Investment Representations in
Section 4.3 hereof:

By:/s/ John L. Cardoza                             Initials
   -----------------------------
     Executive Partner
- --------------------------------
  (Title, if applicable)

DOUGLAS AND KIMBERLY STICKNEY Initial In Space Below If Purchaser CANNOT make the Investment Representations in
Section 4.3 hereof:

By:/s/ Douglas Stickney                            Initials
   -----------------------------
/s/ Kimberly Stickney
- --------------------------------

CLAUDE GANZ Initial In Space Below If Purchaser CANNOT make the Investment Representations in
Section 4.3 hereof:

By:/s/ Claude Ganz                             Initials
   -----------------------------

- --------------------------------
   (Title, if applicable)

27.

- -------------------------------------------------------------------------------------------------------------------------
                                                                           CASH                               NO. OF
                           INVESTORS                                    INVESTMENT                            SHARES
- -------------------------------------------------------------------------------------------------------------------------
H. Raymond Bingham                                                       $24,990.00                            2,380
c/o Cadence Design Systems
2655 Sealy Ave., Bldg. 5
San Jose, CA  95134
- -------------------------------------------------------------------------------------------------------------------------
B.J. Cassin                                                              $24,990.00                            2,380
3000 Sand Hill Road, #3-210
Menlo Park, CA  94025
- -------------------------------------------------------------------------------------------------------------------------
B.J. Cassin, Conservator for Robert Cassin                               $24,990.00                            2,380
3000 Sand Hill Road, #3-210
Menlo Park, CA  94025
- -------------------------------------------------------------------------------------------------------------------------
Warren G. Christianson                                                   $49,990.50                            4,761
c/o The Springs Club
#2 Tulane Court
Rancho Mirage, CA  92270
- -------------------------------------------------------------------------------------------------------------------------
J. Robert Coleman, Jr. and Diane S. Coleman                              $26,250.00                            2,500
148 Dracena Avenue
Piedmont, CA  94611
- -------------------------------------------------------------------------------------------------------------------------
Comdisco, Inc.                                                           $49,990.50                            4,761
3000 Sand Hill Road, Suite 1-290
Menlo Park, CA  94025
- -------------------------------------------------------------------------------------------------------------------------
A. Crawford Cooley                                                       $ 9,996.00                              952
Post Office Box 1146
Novato, CA  94947
- -------------------------------------------------------------------------------------------------------------------------
Robert A. Cooley                                                         $ 7,497.00                              714
Post Office Box 676
Sonoma, CA  95476
- -------------------------------------------------------------------------------------------------------------------------

29.

- -------------------------------------------------------------------------------------------------------------------------
                                                                           CASH                               NO. OF
                           INVESTORS                                    INVESTMENT                            SHARES
- -------------------------------------------------------------------------------------------------------------------------
Coral Partners II, a limited partnership                        $  999,999.00                                 95,238
60 South Sixth Street, Suite 3510
Minneapolis, MN  55402
Attn:  Mark C. Headrick
- -------------------------------------------------------------------------------------------------------------------------
Coral Partners IV, Limited Partnership                          $1,999,998.00                                190,476
60 South Sixth Street, Suite 3510
Minneapolis, MN  55402
Attn:  Mark C. Headrick
- -------------------------------------------------------------------------------------------------------------------------
Joseph B. Costello and Margaret M. Costello,                    $   44,992.50                                  4,285
TTEES of the Costello Family Trust UDT dtd
10/21/92
55 Stadler Drive
Woodside, CA  94062
- -------------------------------------------------------------------------------------------------------------------------
Dain Bosworth, Inc.                                             $   19,992.00                                  1,904
Custodian FBO Yuval Almog Sep.-IRA
IFG Operations Group/IRA Dept.
312 S. 3rd Street
Minneapolis, MN  55415
Attn:  Marcie Foss
- -------------------------------------------------------------------------------------------------------------------------
Delaware Charter Guarantee & Trust TTEE FBO                     $   99,991.50                                  9,523
Don Grierson Money-Purchase Pension Plan 14-
60330
10777 Northwest Freeway, #700
Houston, TX  77092
- -------------------------------------------------------------------------------------------------------------------------
Angelo Delaporta, Trustee Delaporta Family Trust                $   26,250.00                                  2,500
DTD 8/16/82
89 Mandarin Way
Atherton, CA  94027
- -------------------------------------------------------------------------------------------------------------------------
Gerald C. Down                                                  $   24,990.00                                  2,380
578 Cresta Vista Lane
Portola Valley, CA  94028
- -------------------------------------------------------------------------------------------------------------------------
Gerdes Huff Investments                                         $  399,997.50                                 38,095
3353 Peachtree Road NE, #1030
Atlanta, GA  30326
- -------------------------------------------------------------------------------------------------------------------------

29.

- --------------------------------------------------------------------------------------------------------------
                                                                   CASH                            NO. OF
                           INVESTORS                            INVESTMENT                         SHARES
- --------------------------------------------------------------------------------------------------------------
The Trustees of The Wallace R. Hawley and                       $24,990.00                          2,380
Alexandra Hawley Revocable Trust, U/A/D 7/30/92
3000 Sand Hill Road, Suite 3-255
Menlo Park, CA  94025
- --------------------------------------------------------------------------------------------------------------
Jeffrey O. Henley & Judy Henley, TTEES, Jeffrey                 $24,990.00                          2,380
and Judy Henley Trust I, DTD 10/23/89
51 Monte Vista
Atherton, CA  94027
- --------------------------------------------------------------------------------------------------------------
Frank C. Herringer & Maryellen C. Herringer                     $49,990.50                          4,761
600 Montgomery Street
San Francisco, CA  94111
- --------------------------------------------------------------------------------------------------------------
Peter Howley                                                    $74,991.00                          7,142
25 Cornwall Street
Mill Valley, CA  94941
- --------------------------------------------------------------------------------------------------------------
Paul K. Joas                                                    $49,990.50                          4,761
6209 South Knoll Drive
Edina, MN  55436
- --------------------------------------------------------------------------------------------------------------
Visiplex Investments Limited, A Delaware limited                $29,998.50                          2,857
partnership
c/o Ben Joseph
Advanced Telecommunications Service, Inc.
1161-C Lake Cook Road
Deerfield, IL  60015
- --------------------------------------------------------------------------------------------------------------
San Francisco International Investors                           $24,990.00                          2,380
c/o R. Eliot King & Associates
3000 Sand Hill Road, Suite 2-245
Menlo Park, CA  94025
Attn:  Robert E. King, Managing Partner
- --------------------------------------------------------------------------------------------------------------
Robert Eliot King, Trustee under the trust of the               $74,991.00                          7,142
R.E.K. Profit Sharing Plan
R. Eliot King & Associates
3000 Sand Hill Road, Suite 2-245
Menlo Park, CA  94025
- --------------------------------------------------------------------------------------------------------------
Roy Kirkorian                                                   $49,990.50                          4,761
211 Lafayette Avenue
Piedmont, CA  94611
- --------------------------------------------------------------------------------------------------------------

30.

- --------------------------------------------------------------------------------------------------------------
                                                                   CASH                            NO. OF
                           INVESTORS                            INVESTMENT                         SHARES
- --------------------------------------------------------------------------------------------------------------
Peter H. McNerney                                               $  9,996.00                            952
Coral Group, Inc.
60 S. Sixth Street, Suite 3510
Minneapolis, MN  55402
- ---------------------------------------------------------------------------------------------------------------
Wayne Mills                                                     $ 19,992.00                          1,904
R. J. Steichen
1660 South Highway 100, Suite 300
St. Louis Park, MN  55416
- ---------------------------------------------------------------------------------------------------------------
MOTETE Corporation                                              $ 26,250.00                          2,500
c/o Gabriel de la Guardia
P.O. Box 8052
Panama 7, Republic of Panama
- ---------------------------------------------------------------------------------------------------------------
Alberto Perez                                                   $ 26,250.00                          2,500
P.O. Box 6072-1000
San Jose, Costa Rica
Costa rica
- ---------------------------------------------------------------------------------------------------------------
Noel P. Rahn                                                    $299,995.50                         28,571
c/o Investment Advisers, Inc.
3700 First Bank Place
601 2nd Avenue S.
Minneapolis, MN  55402
- ---------------------------------------------------------------------------------------------------------------
Henry E. Stickney, Trustee of the Stickney Family               $  9,996.00                            952
Trust, DTD 11/26/86
c/o Valley Baseball
8408 Chester Street
Rancho Cucamonga, CA  91730
- ---------------------------------------------------------------------------------------------------------------
Gregory V. Vaughan                                              $ 19,992.00                          1,904
Morgan Stanley & Co.
555 California Street
San Francisco, CA  94104
- ---------------------------------------------------------------------------------------------------------------
Jeffrey L. Walker                                               $ 24,990.00                          2,380
30 Hill Road
P.O. Box 1309
Ross, CA  94957
- ---------------------------------------------------------------------------------------------------------------

31.

- --------------------------------------------------------------------------------------------------------------
                                                                   CASH                            NO. OF
                           INVESTORS                            INVESTMENT                         SHARES
- --------------------------------------------------------------------------------------------------------------
Jeff Werbalowsky                                                $19,992.00                          1,904
Houlihan, Lokey, Howard & Zukin
601 Second Avenue South, Suite 3250
Minneapolis, MN  55402
- --------------------------------------------------------------------------------------------------------------

32.

- --------------------------------------------------------------------------------------------------------------
                                                                CASH                         NO. OF
                           INVESTORS                         INVESTMENT                      SHARES
- --------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------
Kurt A. Latta, Ttte of the Latta 1990 Family Trust
750 Menlo Avenue, # 250                                     $       24,150                       2,300
Menlo Park, CA 94025
- --------------------------------------------------------------------------------------------------------------
                                            TOTALS:         $4,721,430.000                  449,660.00
- --------------------------------------------------------------------------------------------------------------

33.

EXHIBIT 10.14

STERITECH, INC.

SERIES E PREFERRED STOCK PURCHASE AGREEMENT

APRIL 1, 1996

TABLE OF CONTENTS

                                                                                                        PAGE

1.       AGREEMENT TO SELL AND PURCHASE................................................................  1
         1.1      Authorization of Shares..............................................................  1
         1.2      Sale and Purchase of Series E Shares.................................................  1

2.       CLOSING, DELIVERY AND PAYMENT.................................................................  1

3.       REPRESENTATIONS AND WARRANTIES OF THE COMPANY.................................................  2
         3.1      Organization, Good Standing and Qualification........................................  2
         3.2      Capitalization.......................................................................  2
         3.3      Authorization; Binding Obligations...................................................  3
         3.4      Agreements; Action...................................................................  3
         3.5      Obligations to Related Parties.......................................................  4
         3.6      Financial Statements.................................................................  4
         3.7      Changes..............................................................................  5
         3.8      Title to Properties and Assets; Liens, etc...........................................  6
         3.9      Patents and Trademarks...............................................................  6
         3.10     Compliance with Other Instruments....................................................  6
         3.11     Litigation...........................................................................  7
         3.12     Tax Returns and Payments.............................................................  7
         3.13     Employees............................................................................  7
         3.14     Restricted Stock Purchase Agreements.................................................  8
         3.15     Registration Rights..................................................................  8
         3.16     Compliance with Laws.................................................................  8
         3.17     Offering Valid.......................................................................  8
         3.18     Securities Exemption.................................................................  8
         3.19     Full Disclosure......................................................................  8
         3.20     Permits..............................................................................  9
         3.21     Insurance............................................................................  9

4.       REPRESENTATIONS AND WARRANTIES OF PURCHASER...................................................  9
         4.1      Requisite Power and Authority........................................................  9
         4.2      Consents.............................................................................  9
         4.3      Investment Representations........................................................... 10
                  (a)      Purchaser Bears Economic Risk............................................... 10
                  (b)      Acquisition for Own Account................................................. 10
                  (c)      Purchaser Can Protect Its Interest.......................................... 10
                  (d)      Company Information......................................................... 10

5.       CONDITIONS TO CLOSING......................................................................... 10
         5.1      Conditions to Purchaser's Obligations at the Closing................................. 10
                  (a)      Representations and Warranties True; Performance of
                  Obligations.......................................................................... 11

i.

TABLE OF CONTENTS

(CONTINUED)

                                                                                                      PAGE
                  (b)      Legal Investment............................................................ 11
                  (c)      Consents, Permits, and Waivers.............................................. 11
                  (d)      Corporate Documents......................................................... 11
                  (e)      Reservation of Conversion Shares............................................ 11
                  (f)      Filing of Restated Articles................................................. 11
                  (g)      Certificate of Status....................................................... 11
                  (h)      Compliance Certificate...................................................... 11
                  (i)      Investors' Rights Agreement................................................. 11
                  (j)      Proceedings and Documents................................................... 11
                  (k)      Legal Opinion............................................................... 12
         5.2      Conditions to Obligations of the Company.  .......................................... 12
                  (a)      Representations and Warranties True......................................... 12
                  (b)      Performance of Obligations.................................................. 12
                  (c)      Filing of Restated Articles................................................. 12
                  (d)      Investors' Rights Agreement................................................. 12

6.       MISCELLANEOUS................................................................................. 12
         6.1      Governing Law........................................................................ 12
         6.2      Survival............................................................................. 12
         6.3      Successors and Assigns............................................................... 12
         6.4      Entire Agreement..................................................................... 13
         6.5      Separability......................................................................... 13
         6.6      Amendment and Waiver................................................................. 13
         6.7      Delays or Omissions.................................................................. 13
         6.8      Notices, etc......................................................................... 14
         6.9      Expenses............................................................................. 14
         6.10     Attorneys' Fees...................................................................... 14
         6.11     Titles and Subtitles................................................................. 14
         6.12     Counterparts......................................................................... 14
         6.13     Broker's Fees........................................................................ 14

ii.

TABLE OF CONTENTS

(CONTINUED)

Exhibit A         AMENDED AND RESTATED ARTICLES OF INCORPORATION

Exhibit B         SCHEDULE OF EXCEPTIONS

Exhibit C         INVESTORS' RIGHTS AGREEMENT

Exhibit D         OPINION OF COUNSEL TO THE COMPANY

Exhibit E         FINANCIAL STATEMENTS OF THE COMPANY

iii.

STERITECH, INC.

SERIES E PREFERRED STOCK PURCHASE AGREEMENT

THIS SERIES E PREFERRED STOCK PURCHASE AGREEMENT (the "Agreement") is entered into as of April 1, 1996, by and between STERITECH, INC., a California corporation (the "Company") and BAXTER HEALTHCARE CORPORATION, a Delaware corporation ("Purchaser").

RECITALS

WHEREAS, the Company has authorized the sale and issuance of an aggregate of Three Hundred Eighty Thousand Nine Hundred Fifty-Three (380,953) shares of its Series E Preferred Stock (the "Series E Shares" or the "Shares"); and

WHEREAS, Purchaser desire to purchase the Series E Shares on the terms and conditions set forth herein; and

WHEREAS, the Company desires to issue and sell the Series E Shares to Purchaser on the terms and conditions set forth herein; and

NOW, THEREFORE, in consideration of the foregoing recitals and the mutual promises hereinafter set forth, the parties hereto agree as follows:

1. AGREEMENT TO SELL AND PURCHASE.

1.1 AUTHORIZATION OF SHARES. On or prior to the Initial Closing (as defined in Section 2 below), the Company shall have authorized the sale and issuance to Purchaser of the Shares having the rights, preferences, privileges and restrictions set forth in the Amended and Restated Articles of Incorporation of the Company, as amended, in the form attached hereto as Exhibit A (the "Restated Articles"). The Company has, or prior to the Initial Closing will have, adopted and filed the Restated Articles with the Secretary of State of the State of California.

1.2 SALE AND PURCHASE OF SERIES E SHARES. Subject to the terms and conditions hereof, the Company hereby agrees to issue and sell to Purchaser and Purchaser agrees to purchase from the Company, at the Initial Closing, One Hundred Ninety Thousand Four Hundred Seventy-Seven (190,477) Series E Shares and at the Second Closing (as defined in Section 2 below), One Hundred Ninety Thousand Four Hundred Seventy-Six (190,476) Series E shares at a purchase price of Fifteen Dollars and Seventy-Five Cents ($15.75) per share.

2. CLOSING, DELIVERY AND PAYMENT.

The initial closing of the sale and purchase of the Series E Shares under this Agreement (the "Initial Closing") shall take place at 10:00
a.m., local time, on April 1, 1996

1.

at the offices of Cooley Godward Castro Huddleson & Tatum, One Maritime Plaza, 20th floor, San Francisco, California 94111, or at such other time or place as the Company and Purchaser may mutually agree. The second closing of the sale and purchase of the Shares under this Agreement (the "Second Closing") shall take place at the same time and place as the First Closing on July 1, 1996 unless the Company and Purchaser mutually agree upon another date for the Second Closing. Each of the Initial Closing and the Second Closing is referred to herein as a "Closing," and the date of each such Closing is referred to as a "Closing Date." At each Closing, subject to the terms and conditions hereof, the Company will deliver to Purchaser a certificate representing the number of Series E Shares to be purchased at such closing by Purchaser from the Company against payment by or on behalf of Purchaser of the purchase price therefor by cash, wire transfer, or by such other means as shall be mutually agreeable to Purchaser and the Company.

3. REPRESENTATIONS AND WARRANTIES OF THE COMPANY.

Except as set forth on the Schedule of Exceptions attached hereto as Exhibit B, including any changes thereto necessary to make such Schedule accurate as of the date of each Closing, the Company hereby represents and warrants to Purchaser as follows:

3.1 ORGANIZATION, GOOD STANDING AND QUALIFICATION. The Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of California. The Company has full power and authority to own and operate its properties and assets, and to carry on its business as presently conducted. The Company is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in the aggregate in which the nature of its activities and of its properties (both owned and leased) makes such qualification necessary, except for those jurisdictions, in the aggregate, in which failure to do so would not have a material adverse effect on the Company or its business. The Company has no subsidiaries and owns no equity securities of any other corporation, limited partnership or similar entity.

3.2 CAPITALIZATION. The authorized capital stock of the Company consists of four million six hundred eighty-one thousand eight hundred thirty-three (4,681,833) shares of Common Stock, nine hundred sixty-four thousand five hundred fifty-five (964,555) shares of which are issued and outstanding; and three million one hundred ninety-nine thousand nine hundred forty-two (3,199,942) shares of Preferred Stock, seven hundred sixty-one thousand seventy-nine (761,079) of which are designated Series A Preferred Stock, seven hundred fourteen thousand two hundred eighty-six (714,286) of which are issued and outstanding and three hundred five thousand four hundred sixty-one (305,461) of which are designated Series B Preferred Stock, two hundred eighty-five thousand seven hundred fourteen (285,714) of which are issued and outstanding, and one million one hundred forty-seven thousand four hundred forty-nine (1,147,449) of which are designated Series C Preferred Stock, one million ninety-one thousand five hundred ninety-three (1,091,593) of which are issued and outstanding, six hundred five thousand (605,000) of which are designated Series D Preferred Stock, five hundred twenty-nine thousand eighty-four (529,084) of which are issued and outstanding, and three hundred eighty thousand nine hundred fifty-three (380,953) of which are designated Series E Preferred Stock, none of which are issued and outstanding. Six hundred thousand (600,000) shares of

2.

Common Stock are reserved for future issuance upon the exercise of options for shares of Common Stock and two million six hundred eighty-nine thousand four hundred seventy (2,689,470) shares of Common Stock are reserved for issuance upon exercise or conversion, respectively, of outstanding warrants for or shares of Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock. All issued and outstanding shares of the Company's Common Stock have been duly authorized and validly issued, are fully paid and nonassessable, and were issued in compliance with all applicable state and federal laws concerning the issuance of securities. The rights, preferences, privileges and restrictions of the Shares are as stated in the Restated Articles. The shares of Common Stock issuable upon the conversion of the Shares (the "Conversion Shares") have been duly and validly reserved for issuance and, when issued in accordance with the Restated Articles, will be validly issued, fully paid and nonassessable. Except for (i) the conversion privileges of the Series A Preferred Stock, Series B Preferred Stock, Series C Preferred Stock and Series D Preferred Stock, (ii) the rights of first refusal applicable to the Company's Common Stock set forth in the Company's Bylaws and in the Investors' Rights Agreement dated December 27, 1991, as amended on December 10, 1993, and March 14, 1994, and as amended and restated on March 1, 1995 (the "Investors' Rights Agreement"), (iii) the options for shares of Common Stock identified above, (iv) the warrants issued in connection with certain leasing transactions and (v) the warrants for Series B and Series C Preferred Stock issued in connection with the May 14, 1993 and August 13, 1993 bridge financings, there are no outstanding options, warrants, rights (including conversion or preemptive rights), proxy or shareholder agreements, or agreements of any kind for the purchase or acquisition from the Company of any of its securities.

3.3 AUTHORIZATION; BINDING OBLIGATIONS. All corporate action on the part of the Company, its officers, directors and shareholders necessary for the authorization, execution and delivery of this Agreement, the Investors' Rights Agreement, in the form attached hereto as Exhibit C, and the Restated Articles, and the sale and issuance of the Shares and the Conversion Shares pursuant hereto, and for the performance of the Company's obligations hereunder and under the Investors' Rights Agreement has been taken or will be taken prior to each Closing. The Agreement and the Investors' Rights Agreement, when executed and delivered, will be valid and binding obligations of the Company enforceable in accordance with their terms. The sale of the Series E Shares and the subsequent conversion of Shares into Conversion Shares are not and will not be subject to any preemptive rights or rights of first refusal that have not been properly waived or complied with. When issued in compliance with the provisions of this Agreement and the Restated Articles, the Shares and the Conversion Shares will be validly issued, fully paid and nonassessable, and will be free of any liens or encumbrances; provided, however, that the Shares and the Conversion Shares may be subject to restrictions on transfer under state and/or federal securities laws as set forth herein or as otherwise required by such laws at the time a transfer is proposed.

3.4 AGREEMENTS; ACTION.

(A) Except for agreements explicitly contemplated hereby and the Investors' Rights Agreement, there are no agreements, understandings or proposed transactions between the Company and any of its officers, directors and affiliates, or any affiliate thereof.

3.

(B) There are no agreements, understandings, instruments, contracts, proposed transactions, judgments, orders, writs or decrees to which the Company is a party or by which it is bound which may involve (i) obligations (contingent or otherwise) of, or payments to, the Company in excess of $25,000, or (ii) the license of any patent, copyright, trade secret or other proprietary right to or from the Company or (iii) provisions restricting or affecting the development, manufacture or distribution of the Company's products or services or (iv) indemnification by the Company with respect to infringements of proprietary rights.

(C) The Company has not (i) 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 any indebtedness for money borrowed or any other liabilities individually in excess of $50,000 or, in the case of indebtedness and/or liabilities individually less than $25,000, in excess of $125,000 in the aggregate, (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, or contracted to do so, other than the sale of its inventory in the ordinary course of business.

(D) For the purposes of subsections (b) and (c)
above, all indebtedness, liabilities, agreements, understandings, instruments, contracts and proposed transactions involving the same person or entity (including persons or entities the Company has reason to believe are affiliated therewith) shall be aggregated for the purpose of meeting the individual minimum dollar amounts of such subsections.

(E) The Company is not a party to and is not bound by any contract, agreement or instrument, or subject to any restriction under its Restated Articles or Bylaws, which adversely affects its business as now conducted or as proposed to be conducted, in its properties or its financial condition.

3.5 OBLIGATIONS TO RELATED PARTIES. No employee, officer, or director of the Company or member of his or her immediate family is indebted to the Company, nor is the Company indebted (or committed to make loans or extend or guarantee credit) to any of them. To the best of the Company's knowledge, none of such persons has any direct or indirect ownership interest in any firm or corporation with which the Company is affiliated or with which the Company has a business relationship, or any firm or corporation that competes with the Company, except for equity interest in HRI Research, Inc. and except that employees, officers, or directors of the Company and members of their immediate families may own stock in publicly traded companies that may compete with the Company. No member of the immediate family of any officer or director of the Company is directly or indirectly interested in any material contract with the Company.

3.6 FINANCIAL STATEMENTS. Attached hereto as Exhibit E are copies of the Company's unaudited balance sheet and income statement for the year ended December 31, 1995 and of the Company's audited financial statements for the twelve (12) months ended December 31, 1994 (the "Financial Statements"). The Financial Statements fairly present the financial condition and operating results of the Company as of the dates, and for the periods, indicated therein and have been prepared in accordance with generally accepted accounting

4.

principles ("GAAP") applied on a consistent basis throughout the period, subject, in the case of the unaudited balance sheet and income statement for the twelve (12) months ended December 31, 1995, to the absence of footnotes and year-end adjustments that are not in the aggregate expected to be material.

3.7 CHANGES. Since December 31, 1995, there has not been:

(A) Any change in the assets, liabilities, financial condition or operations of the Company as shown on the balance sheet at December 31, 1995 contained in the Financial Statements, other than changes in the ordinary course of business, none of which individually or in the aggregate has had or is expected to have a material adverse effect on such assets, liabilities, financial condition, or operations of the Company;

(B) Any change, except in the ordinary course of business, in the contingent obligations of the Company by way of guaranty, endorsement, indemnity, warranty, or otherwise;

(C) Any damage, destruction, or loss, whether or not covered by insurance, materially and adversely affecting the properties, business, financial condition, operations or prospects of the Company;

(D) Any waiver by the Company of a valuable right or of a material debt owed to it;

(E) Any direct or indirect loans made by the Company to any shareholder, employee, officer, or director of the Company, other than advances made in the ordinary course of business;

(F) Any declaration or payment of any dividend or other distribution of the assets of the Company;

(G) Any labor organization activity;

(H) Any debt, obligation, or liability incurred, assumed or guaranteed by the Company, except current liabilities incurred in the ordinary course of business (the sum of which does not exceed $10,000);

(I) Any change in any material agreement to which the Company is a party or by which it or any of its assets are bound or subject, including compensation agreements with the Company's employees; or

(J) To the best of the Company's knowledge, any other event or condition of any character that, either individually or cumulatively, has materially and adversely affected, or, so far as the Company may now foresee, in the future may materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company.

5.

3.8 TITLE TO PROPERTIES AND ASSETS; LIENS, ETC. The Company has good and marketable title to its properties and assets, and good title to its leasehold estates, in each case subject to no mortgage, pledge, lien, lease, encumbrance, or charge, other than (i) those resulting from taxes which have not yet become delinquent and (ii) minor liens and encumbrances which do not materially detract from the value of the property subject thereto or materially impair the operations of the Company.

3.9 PATENTS AND TRADEMARKS. The Company has sufficient title and ownership of all trade names, copyrights, trade secrets, proprietary information, patents, trademarks, service marks, rights and processes necessary for its business as now conducted and as proposed to be conducted without any conflict with or infringement of the rights of others. There are no outstanding options, licenses, or agreements of any kind relating to the foregoing, nor is the Company bound by or a party to any options, licenses or agreements of any kind with respect to the patents, trademarks, service marks, trade names, copyrights, trade secrets, licenses, information, proprietary rights and processes of any other person or entity. The Company has not received any communications alleging that the Company has violated or, by conducting its business as proposed, would violate any of the patents, trademarks, service marks, trade names, copyrights or trade secrets or other proprietary rights of any other person or entity. The Company is not aware that any of its employees is obligated under any contract (including licenses, covenants or commitments of any nature) or other agreement, or subject to any judgment, decree or order of any court or administrative agency, that would interfere with the use of his best efforts to promote the interests of the Company or that would conflict with the Company's business as proposed to be conducted. Neither the execution nor delivery of this Agreement, or the Investors' Rights Agreement, nor the carrying on of the Company's business by the employees of the Company, nor the conduct of the Company's business as proposed, will, to the Company's knowledge, conflict with or result in a breach of the terms, conditions or provisions of, or constitute a default under, any contract, covenant or instrument under which any of such employees is now obligated. The Company does not believe it is or will be necessary to utilize any inventions of any of its employees (or people it currently intends to hire) made prior to their employment by the Company.

3.10 COMPLIANCE WITH OTHER INSTRUMENTS. The Company is not in violation or default of any term of its Restated Articles or Bylaws, nor is it in material violation or default of any mortgage, indenture, contract, agreement, instrument, judgment, decree, order or any statute, rule, or regulation applicable to the Company. The execution, delivery, and performance of and compliance with this Agreement and the Investors' Rights Agreement and the issuance and sale of the Series E Shares pursuant hereto and of the Conversion Shares pursuant to the Restated Articles, will not result in any such violation, or be in conflict with or constitute a default under any such term, or result in the creation of any mortgage, pledge, lien, encumbrance, or charge upon any of the properties or assets of the Company. There is no such term that materially and adversely affects, or in the future may be reasonably expected to materially and adversely affect the business, assets, liabilities, financial condition, operations or prospects of the Company as now conducted or as proposed to be conducted. The Company has avoided every condition, and has not performed any act, the occurrence of which would result in the Company's loss of any right granted under any license, distribution or other agreement.

6.

3.11 LITIGATION. There is no action, suit, proceeding or investigation pending or currently threatened against the Company which questions the validity of this Agreement, the Investors' Rights Agreement or the right of the Company to enter into them, or to consummate the transactions contemplated hereby, or which might result, either individually or in the aggregate, in any material adverse changes in the assets, condition, affairs or prospects of the Company, financially or otherwise, or any change in the current equity ownership of the Company, nor is the Company aware that there is any basis for the foregoing. The foregoing includes, without limitation, actions pending or threatened (or any basis therefor known to the Company) involving the prior employment of any of the Company's employees, their use in connection with the Company's business of any information or techniques allegedly proprietary to any of their former employers, or their obligations under any agreements with prior employers. The Company is not a party or subject to the provisions of any order, writ, injunction, judgment or decree of any court or government agency or instrumentality. There is no action, suit, proceeding or investigation by the Company currently pending or which the Company intends to initiate.

3.12 TAX RETURNS AND PAYMENTS. The Company has filed all tax returns (federal, state and local) required to be filed by it. All taxes shown to be due and payable on such returns, any assessments imposed, and all other taxes due and payable by the Company on or before each Closing have been paid or will be paid prior to the time they become delinquent. The Company has not elected pursuant to the Internal Revenue Code of 1986, as amended ("Code"), to be treated as a collapsible corporation or a Subchapter S corporation pursuant to Section 341(f) or Section 1362(a) of the Code, nor has it made any other elections pursuant to the Code (other than elections which relate solely to methods of accounting, depreciation or amortization) which would have a material effect on the Company, its financial condition, its business as presently conducted or proposed to be conducted or on any of its properties or material assets.

3.13 EMPLOYEES. The Company has no collective bargaining agreements with any of its employees. There is no labor union organizing activity pending or, to the Company's knowledge, threatened with respect to the Company. No employee has any agreement or contract, written or verbal, regarding his or her employment. To the Company's knowledge, no employee of the Company, nor anyone with whom the Company has contracted, is in violation of any term of any employment contract, patent disclosure agreement or any other agreement relating to the right of any such individual to be employed by, or to contract with, the Company because of the nature of the business to be conducted by the Company; and the continued employment by the Company of its present employees, and the performance of the Company's contracts with its independent contractors, will not result in any such violation. The Company has not received any notice alleging that any such violation has occurred. Each officer, employee and consultant of the Company has executed a Proprietary Information and Inventions Agreement. The Company, after reasonable investigation, is not aware that any of its employees, officers or consultants are in violation thereof, and the Company will use its best efforts to prevent any such violation. The Company is not aware that any officer or key employee, or that any group of key employees, intends to terminate their employment with the Company, nor does the Company have a present intention to terminate the employment of any of the foregoing. Subject to general principles related to wrongful termination of employees,

7.

the employment of each officer and employee of the Company is terminable at the will of the Company. No officer of the Company has been granted the right to any material compensation following termination of employment with the Company.

3.14 RESTRICTED STOCK PURCHASE AGREEMENTS. All currently outstanding shares of common stock of the Company are subject to the Company's repurchase option and/or right of first refusal, as set forth in copies of Restricted Stock Purchase Agreements and the Company's Bylaws.

3.15 REGISTRATION RIGHTS. Except as required pursuant to the Investors' Rights Agreement, the Company is presently not under any obligation, and has not granted any rights, to register (as defined in Section 1.2 of the Investors' Rights Agreement) any of the Company's presently outstanding securities or any of its securities that may hereafter be issued.

3.16 COMPLIANCE WITH LAWS. The Company has complied in all material respects with all applicable statutes, rules, regulations, orders and restrictions of any domestic or foreign government or any instrumentality or agency thereof in respect of the conduct of its business and ownership of its properties. No governmental orders, permissions, consents, approvals or authorizations are required to be obtained and no registrations or declarations are required to be filed in connection with the execution and delivery of this Agreement and the Investors' Rights Agreement, and the issuance of the Shares or the Conversion Shares, except such as have been duly and validly obtained or filed, or with respect to any filings that must be made after each Closing, except such as will be filed in a timely manner.

3.17 OFFERING VALID. Assuming the accuracy of the representations and warranties of the Purchaser contained in Section 4.3 hereof, the offer, sale and issuance of the Shares and the Conversion Shares will be exempt from the registration requirements of the Securities Act of 1933, as amended (the "Securities Act") and will have been registered or qualified (or are exempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws.

3.18 SECURITIES EXEMPTION. Neither the Company nor any agent on its behalf has solicited or will solicit any offers to sell or has offered to sell or will offer to sell all or any part of the Shares to, or otherwise approach or communicate in respect of all or any part of such Shares with, any person or persons so as to bring the sale of such Shares by the Company within the registration provisions of the Securities Act. The Company shall seek and obtain all necessary permits and other authorizations or orders of exemption as may be necessary or appropriate under the California Corporate Securities Law of 1968, as amended, and any other applicable state securities laws, with respect to the Company's offer and sale of the Shares and the Conversion Shares.

3.19 FULL DISCLOSURE. This Agreement, the Exhibits hereto, and all other documents delivered by the Company to Purchaser or their attorneys or agents in connection herewith or therewith or with the transactions contemplated hereby or thereby, do not, when taken as a whole, contain any untrue statement of a material fact nor, omit to state a material fact necessary in order to make the statements contained herein or therein not misleading. There

8.

are no facts which (individually or in the aggregate) materially adversely affect the business, assets, liabilities, financial condition, prospects or operations of the Company that have not been set forth in the Agreement, the Exhibits hereto, or in other documents delivered to the Purchaser or its attorney or agent in connection herewith.

3.20 PERMITS. The Company has all franchises, permits, licenses, and any similar authority necessary for the conduct of its business as now being conducted by it, the lack of which could materially and adversely affect the business, properties, prospects, or financial condition of the Company and believes it can obtain, without undue burden or expense, any similar authority for the conduct of its business as planned to be conducted. The Company is not in default in any material respect under any of such franchises, permits, licenses, or other similar authority.

3.21 INSURANCE. The Company has or will obtain prior to or promptly following each Closing, insurance with financially sound and reputable insurers, with respect to its properties that are of a character customarily insured by entities engaged in the same or a similar business similarly situated, against loss or damage of the kinds customarily insured against by such entities, which insurance is of such types (including public liability insurance) as are customarily carried under similar circumstances by such other entities.

4. REPRESENTATIONS AND WARRANTIES OF PURCHASER.

Purchaser hereby represents and warrants to the Company as follows (such representations and warranties do not lessen or obviate the representations and warranties of the Company set forth in this Agreement):

4.1 REQUISITE POWER AND AUTHORITY. Purchaser has all necessary power and authority under all applicable provisions of law to execute and deliver this Agreement and the Investors' Rights Agreement and to carry out their provisions. All action on Purchaser's part required for the lawful execution and delivery of this Agreement and the Investors' Rights Agreement has been or will be effectively taken prior to each Closing. Upon their execution and delivery, this Agreement and the Investors' Rights Agreement will be valid and binding obligations of Purchaser, enforceable in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors' rights; (ii) general principles of equity that restrict the availability of equitable remedies; and (iii) to the extent that the enforceability of the indemnification provisions of Section 2.9 of the Investors' Rights Agreement may be limited by applicable laws.

4.2 CONSENTS. All consents, approvals, orders, authorizations, registrations, qualifications, designations, declarations or filings with any governmental or banking authority on the part of Purchaser required in connection with the consummation of the transactions contemplated in the Agreement and the Investors' Rights Agreement have been or shall have been obtained prior to and be effective as of each Closing.

9.

4.3 INVESTMENT REPRESENTATIONS. Purchaser understands that the Shares and Conversion Shares have not been registered under the Securities Act. Purchaser also understands that the Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon Purchaser's representations contained in the Agreement. Purchaser hereby represents and warrants as follows:

(A) PURCHASER BEARS ECONOMIC RISK. Purchaser must bear the economic risk of this investment indefinitely unless the Shares or the Conversion Shares are registered pursuant to the Securities Act, or an exemption from registration is available. Purchaser understands that the Company has no present intention of registering the Shares the Conversion Shares or any shares of its Common Stock. Purchaser understands that it has no registration rights with respect to the Shares or the Conversion Shares except as provided in the Investors' Rights Agreement. Purchaser also understands that there is no assurance that any exemption from registration under the Securities Act will be available and that, even if available, such exemption may not allow Purchaser to transfer all or any portion of the Shares or the Conversion Shares under the circumstances, in the amounts or at the times Purchaser might propose.

Purchaser further represents that Purchaser is an Accredited Investor within the meaning of Rule 501(a) of Regulation D under the Securities Act.

(B) ACQUISITION FOR OWN ACCOUNT. Purchaser is acquiring the Shares and the Conversion Shares for Purchaser's own account for investment only, and not with a view towards their distribution.

(C) PURCHASER CAN PROTECT ITS INTEREST. Purchaser represents that by reason of its, or of its management's, business or financial experience, Purchaser has the capacity to protect its own interests in connection with the transactions contemplated in this Agreement and the Investors' Rights Agreement. Further, Purchaser is aware of no publication of any advertisement in connection with the transactions contemplated in the Agreement. Purchaser is not a corporation, trust or partnership specifically formed for the purpose of consummating these transactions.

(D) COMPANY INFORMATION. Purchaser has had an opportunity to discuss the Company's business, management and financial affairs with directors, officers and management of the Company and has had the opportunity to review the Company's operations and facilities. Purchaser has also had the opportunity to ask questions of and receive answers from, the Company and its management regarding the terms and conditions of this investment.

5. CONDITIONS TO CLOSING.

5.1 CONDITIONS TO PURCHASER'S OBLIGATIONS AT THE CLOSING. Purchaser's obligations to purchase the Series E Shares identified in Section 1.2 of the Agreement at each Closing are subject to the satisfaction, at or prior to the Closing, of the following conditions:

10.

(A) REPRESENTATIONS AND WARRANTIES TRUE; PERFORMANCE OF OBLIGATIONS. The representations and warranties made by the Company in Section 3 hereof shall be true and correct in all material respects as of the Closing with the same force and effect as if they had been made as of the Closing, and the Company shall have performed all obligations and conditions herein required to be performed or observed by it on or prior to the Closing.

(B) LEGAL INVESTMENT. At the time of the Closing, the sale and issuance of the Series E Shares and Conversion Shares shall be legally permitted by all laws and regulations to which Purchaser and the Company are subject.

(C) CONSENTS, PERMITS, AND WAIVERS. The Company shall have obtained any and all consents, permits, and waivers necessary or appropriate for consummation of the transactions contemplated by the Agreement and the Investors' Rights Agreement (except for such as may be properly obtained subsequent to the Closing).

(D) CORPORATE DOCUMENTS. The Company shall have delivered to Purchaser or its counsel, copies of all corporate documents of the Company as Purchaser shall reasonably request.

(E) RESERVATION OF CONVERSION SHARES. The Conversion Shares issuable upon conversion of the Shares shall have been duly authorized and reserved for issuance upon such exercise or conversion.

(F) FILING OF RESTATED ARTICLES. The Restated Articles shall have been filed with the Secretary of State of the State of California.

(G) CERTIFICATE OF STATUS. The Company shall have obtained a Certificate of Status from the California Secretary of State dated as of a recent date prior to the Closing.

(H) COMPLIANCE CERTIFICATE. The Company shall have delivered to Purchaser a Compliance Certificate, executed by the President and the Chief Financial Officer of the Company, dated the date of the Closing, to the effect that the conditions specified in subparagraphs (a) through (g) of this Section 5.1 have been satisfied.

(I) INVESTORS' RIGHTS AGREEMENT. The Investors' Rights Agreement shall have been executed and delivered by the parties thereto.

(J) PROCEEDINGS AND DOCUMENTS. All corporate and other proceedings in connection with the transactions contemplated at the Closing hereby and all documents and instruments incident to such transactions shall be reasonably satisfactory in substance and form to the Purchaser and its counsel, and Purchaser and its counsel shall have received all such counterpart originals or certified or other copies of such documents as they may reasonably request.

11.

(K) LEGAL OPINION. Purchaser shall have received from legal counsel to the Company an opinion addressed to it, dated as of the Closing, substantially in the form attached hereto as Exhibit D, including any changes thereto necessary to make such opinion accurate as of the date of each Closing.

5.2 CONDITIONS TO OBLIGATIONS OF THE COMPANY. The Company's obligation to issue and sell the Shares at each Closing is subject to the satisfaction, on or prior to the Closing, of the following conditions:

(A) REPRESENTATIONS AND WARRANTIES TRUE. The representations and warranties made by Purchaser in Section 4 hereof shall be true and correct in all material respects at the date of the Closing, with the same force and effect as if they had been made on and as of said date.

(B) PERFORMANCE OF OBLIGATIONS. Purchaser shall have performed and complied with all agreements and conditions herein required to be performed or complied with by Purchaser on or before the Closing.

(C) FILING OF RESTATED ARTICLES. The Restated Articles shall have been filed with the Secretary of State of the State of California. The Company agrees to use its best efforts to effect such action.

(D) INVESTORS' RIGHTS AGREEMENT. The Investors' Rights Agreement shall have been executed and delivered by the parties thereto. The Company agrees to use its best efforts to effect such action.

6. MISCELLANEOUS.

6.1 GOVERNING LAW. This Agreement shall be governed in all respects by the laws of the State of California.

6.2 SURVIVAL. The representations, warranties, covenants, and agreements made herein shall survive any investigation made by Purchaser and the closing of the transactions contemplated hereby. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company hereunder solely as of the date of such certificate or instrument.

6.3 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto and shall inure to the benefit of and be enforceable by each person who shall be a holder of the Shares from time to time; provided, however, that prior to the receipt by the Company of adequate written notice of the transfer of any Shares specifying the full name and address of the transferee, the Company may deem and treat the person listed as the holder of such Shares in its records as the absolute owner and holder of such Shares for all purposes, the payment of any dividends or any redemption price.

12.

6.4 ENTIRE AGREEMENT. This Agreement, the Exhibits and Schedules hereto and the Investors' Rights Agreement and the other documents delivered pursuant hereto constitute the full and entire understanding and agreement between the parties with regard to the subjects hereof and no party shall be liable or bound to any other in any manner by any representations, warranties, covenants, and agreements except as specifically set forth herein. Nothing in this Agreement or the Investors' Rights Agreement, express or implied, is intended to confer upon any party, other than the parties hereto, and their respective successors and assigns, any rights, remedies, obligations, or liabilities under or by reason of this Agreement or the Investors' Rights Agreement, except as expressly provided herein.

6.5 SEPARABILITY. In case any provision of the Agreement shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

6.6 AMENDMENT AND WAIVER.

(A) This Agreement may be amended or modified only upon the written consent of the holders of not less than a majority in interest of the Shares (treated as if converted and including any Conversion Shares into which the Shares have been converted that have not been sold to the public).

(B) The obligations of the Company and the rights of the holders of the Shares and the Conversion Shares under the Agreement may be waived only with the written consent of the holders of not less than a majority of the Shares (treated as if converted and including any Conversion Shares into which the Shares have been converted that have not been sold to the public).

(C) Except to the extent provided in this
Section 6.6, neither this Agreement nor any provision hereof may be changed, waived, discharged, or terminated, except by a statement in writing signed by the party against which enforcement of the change, waiver, discharge, or termination is sought.

6.7 DELAYS OR OMISSIONS. It is agreed that no delay or omission to exercise any right, power, or remedy accruing to Purchaser, upon any breach, default or noncompliance of the Company under this Agreement, the Investors' Rights Agreement or under the Restated Articles, shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent, or approval of any kind or character on Purchaser's part of any breach, default or noncompliance under this Agreement, the Investors' Rights Agreement or under the Restated Articles or any waiver on Purchaser's part of any provisions or conditions of the 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, the Investors' Rights Agreement, the Restated Articles, by law, or otherwise afforded to Purchaser, shall be cumulative and not alternative.

13.

6.8 NOTICES, ETC. All notices and other communications required or permitted hereunder shall be in writing and shall be sent by registered or certified mail, return receipt requested, postage prepaid, or by means of a nationally recognized overnight courier service, and, if to an address outside the United States of America, by facsimile transmitted substantially concurrently with the mailing of such written notice, addressed:
(a) if to Purchaser, at Purchaser's address as set forth on the Company's records, or at such other address as Purchaser shall have furnished to the Company in writing or (b) if to the Company, at its address as set forth at the end of this Agreement, or at such other address as the Company shall have furnished to Purchaser in writing.

6.9 EXPENSES. The Company shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of the Agreement, and Purchaser shall pay all costs and expenses that it incurs with respect to the negotiation, execution, delivery and performance of the Agreement.

6.10 ATTORNEYS' FEES. If legal action is brought to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and legal costs in connection therewith.

6.11 TITLES AND SUBTITLES. The titles of the paragraphs and subparagraphs of the Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

6.12 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

6.13 BROKER'S FEES. Each party hereto represents and warrants that no agent, broker, investment banker, person or firm acting on behalf of or under the authority of such party hereto is or will be entitled to any broker's or finder's fee or any other commission directly or indirectly in connection with the transactions contemplated herein. Each party hereto further agrees to indemnify each other party for any claims, losses or expenses incurred by such other party as a result of the representation in this Section 6.13 being untrue.

14.

IN WITNESS WHEREOF, the parties hereto have executed the Agreement as of the date set forth in the first paragraph hereof.

COMPANY:

STERITECH, INC.
2525 Stanwell Drive
Concord, CA 94520

By:  /s/ Stephen T. Isaacs
   -----------------------
     STEPHEN T. ISAACS
     President

PURCHASER:

BAXTER HEALTHCARE CORPORATION
One Baxter Parkway
Deerfield, Illinois 60015

By:  /s/ Victor Schmitt
   -----------------------
        (Signature)

EXHIBIT 10.16

STERITECH, INC.

AMENDED AND RESTATED
INVESTORS' RIGHTS AGREEMENT

TABLE OF CONTENTS

                                                                                                                 PAGE
I.                DEFINITIONS...................................................................................  1

II.               REGISTRATION; RESTRICTIONS ON TRANSFER........................................................  3
         2.1      Restrictions on Transfer......................................................................  4
         2.2      Demand Registration...........................................................................  5
         2.3      Piggyback Registrations.......................................................................  7
         2.4      Form S-3 Registration.........................................................................  8
         2.5      Obligations of the Company....................................................................  9
         2.6      Termination of Registration Rights............................................................ 10
         2.7      Furnish Information........................................................................... 10
         2.8      Delay of Registration......................................................................... 10
         2.9      Indemnification............................................................................... 10
         2.10     Assignment of Registration Rights............................................................. 12
         2.11     "Market Stand-Off" Agreement.................................................................. 13
         2.12     Amendment of Registration Rights.............................................................. 13
         2.13     Limitation on Subsequent Registration Rights.................................................. 13

III.              COVENANTS OF THE COMPANY...................................................................... 14
         3.1      Basic Financial Information and Reporting..................................................... 14
         3.2      Inspection Rights............................................................................. 14
         3.3      Confidentiality of Records.................................................................... 15
         3.4      Insurance..................................................................................... 15
         3.5      Proprietary Information Agreements............................................................ 15
         3.6      Employee Agreements........................................................................... 15
         3.7      Observer Rights............................................................................... 16
         3.8      Termination of Covenants...................................................................... 16

IV.               RIGHTS OF FIRST REFUSAL....................................................................... 16
         4.1      Subsequent Offerings.......................................................................... 16
         4.2      Exercise of Rights............................................................................ 16
         4.3      Issuance of Equity Securities to Other Persons................................................ 17
         4.4      Termination of Rights of First Refusal........................................................ 17
         4.5      Transfer of Rights of First Refusal........................................................... 17
         4.6      Excluded Securities........................................................................... 17

V.                MISCELLANEOUS................................................................................. 18
         5.1      Governing Law................................................................................. 18
         5.2      Survival...................................................................................... 18
         5.3      Successors and Assigns........................................................................ 18
         5.4      Separability.................................................................................. 19
         5.5      Amendment and Waiver.......................................................................... 19
         5.6      Delays or Omissions........................................................................... 19

i.

TABLE OF CONTENTS
(CONTINUED)

                                                                                                       PAGE
5.7      Notices, etc.................................................................................. 19
5.8      Attorneys' Fees............................................................................... 20
5.9      Titles and Subtitles.......................................................................... 20
5.10     Counterparts.................................................................................. 20

ii.

AMENDED AND RESTATED
INVESTORS' RIGHTS AGREEMENT

THIS AMENDED AND RESTATED INVESTORS' RIGHTS AGREEMENT (the "Agreement") is entered into as of the 1st day of April, 1996, by and among (i) STERITECH, INC., a California corporation (the "Company"), (ii) the purchasers of the Company's Series A Preferred Stock ("Series A Stock") and warrants exercisable for shares of the Company's Series B Preferred Stock (the "Series B Stock") pursuant to that certain Series A Preferred Stock Purchase Agreement/Series B Preferred Stock Warrant Agreement dated as of December 27, 1991 (the "Series A/Series B Purchasers"), (iii) the purchasers of the Company's Series C Preferred Stock (the "Series C Stock") pursuant to those certain Series C Preferred Stock Purchase Agreements dated as of December 10, 1993 and March 14, 1994 (the "Series C Purchasers"), (iv) the purchasers of the Company's Series D Preferred Stock (the "Series D Stock") pursuant to that certain Series D Preferred Stock Purchase Agreement dated as of March 1, 1995 (the "Series D Purchasers"), (v) the purchasers of warrants for Series B Stock and Series C Stock pursuant to those certain Note and Warrant Purchase Agreements dated May 14, 1993 and August 13, 1993 (the "Warrant Holders"), (vi) the purchaser of the Company's Series E Preferred Stock (the "Series E Stock") pursuant to that certain Series E Preferred Stock Purchase Agreement dated as of April 1, 1996 (the "Series E Purchaser") and (vii) COMDISCO, INC. ("Comdisco"). Each of the Series A/Series B Purchasers, the Series C Purchasers, the Series D Purchasers, the Warrant Holders, the Series E Purchaser and Comdisco, and their transferees, shall be known as an "Investor".

In consideration of the mutual agreements, covenants and considerations and releases contained herein, the parties hereto hereby agree as follows:

I.

DEFINITIONS

1.1 The term "HOLDER" means:

(a) any person owning of record Registrable Securities that have not been sold to the public; or

(b) any assignee of record of such Registrable Securities in accordance with Section 2.10 of the Agreement; provided, however:

(i) that for purposes of the Agreement, a record holder of Series A Stock, Series B Stock, Series C Stock, Series D Stock or Series E Stock convertible into such Registrable Securities shall be treated as the Holder of such Registrable Securities, except that the record holder of any of such shares that are issued upon exercise of the warrants originally issued to Comdisco in connection with leasing transactions: (A) to purchase 20,779 shares of Series A Preferred Stock, (B) to purchase 3,949 shares of Series B Preferred Stock, (C) to

1.

purchase 6,250 shares of Series C Stock and (D) to purchase 4,500 shares of Series D Preferred Stock (the "Comdisco Shares") shall be considered a Holder only for purposes of Sections 2.3 - 2.13 of the Agreement and under those provisions shall be subject to the same terms and conditions with respect to the registration and sale of the shares as would any other Holder; and

(ii) that the Company shall in no event be obligated to register the Series A Stock, Series B Stock, Series C Stock, Series D Stock, Series E Stock or the warrants held by the Warrant Holders and Comdisco, and that Holders of Registrable Securities will not be required to convert or exercise, respectively, the Series A Stock, Series B Stock, Series C Stock, Series D Stock, Series E Stock or the warrants held by the Warrant Holders and Comdisco, into Common Stock in order to exercise registration rights granted hereunder, until immediately before the closing of the offering to which the registration relates.

1.2 The terms "REGISTER," "REGISTERED," and "REGISTRATION" refer to an registration effected by preparing and filing a registration statement in compliance with the Securities Act, and the declaration or ordering of effectiveness of such registration statement or document.

1.3 The term "REGISTRABLE SECURITIES" means:

(a) Common Stock of the Company issued or issuable upon conversion of:

(i) the Series A Stock issued pursuant to the Series A/Series B Purchase Agreement;

(ii) the Series B Stock issued pursuant to those certain warrants identified on Exhibit A of the Series A/Series B Purchase Agreement;

(iii) the Series C Stock issued pursuant to the Series C Stock Purchase Agreements dated as of December 10, 1993 and March 14, 1994;

(iv) the Series B Stock and the Series C Stock issued or issuable upon exercise of the warrants issued in connection with the May 14 and August 13, 1993 bridge loan financings by the Company;

(v) the Series D Stock issued pursuant to the Series D Stock Purchase Agreement dated as of March 1, 1995;

(vi) the equity securities issuable pursuant to Sections 4.1 and 4.2 of that certain Development, Manufacturing and Marketing Agreement, dated as of April 1, 1996, between Baxter Healthcare Corporation, a Delaware corporation (together with its affiliates (as such term is defined in the Baxter Agreement), "Baxter"), and the Company (the "Baxter Agreement") and issued to Baxter pursuant to this Agreement; and

(b) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or

2.

other distribution with respect to, or in exchange for or in replacement of, such above-described securities; and

(c) for purposes of Sections 2.3 - 2.13 of the Agreement, the term "Registrable Securities" also includes:

(i) Common Stock of the Company issued or issuable upon conversion of the Preferred Stock issued pursuant to the exercise of the warrants to purchase the Comdisco Shares, and

(ii) any Common Stock of the Company issued as (or issuable upon the conversion or exercise of any warrant, right or other security which is issued as) a dividend or other distribution with respect to, or in exchange for or in replacement of, such above-described securities.

Notwithstanding the foregoing, Registrable Securities shall not include any securities sold by a person to the public either pursuant to a registration statement, Rule 144 or Rule 144A or sold in a private transaction in which the transferor's rights are not assigned pursuant to Section 2.10 of the Agreement.

1.4 The number of shares of "REGISTRABLE SECURITIES THEN OUTSTANDING" shall be determined by the calculating total number of shares of the Company's Common Stock that are Registrable Securities and either (1) are then issued and outstanding or (2) are issuable pursuant to then exercisable or convertible securities.

1.5 "SECURITIES ACT" shall mean the Securities Act of 1933, as amended.

1.6 "SECURITIES LAW" shall mean the California Corporate Securities Law of 1968, as amended.

1.7 The term "FORM S-3" means such form under the Securities Act as in effect on the date hereof or any successor registration form under the Securities Act subsequently adopted by the SEC which permits inclusion or incorporation of substantial information by reference to other documents filed by the Company with the SEC.

1.8 The term "SEC" or "COMMISSION" means the Securities and Exchange Commission.

3.

II.

REGISTRATION; RESTRICTIONS ON TRANSFER

2.1 RESTRICTIONS ON TRANSFER.

(a) Each Holder agrees not to make any disposition of all or any portion of the Registrable Securities (or the Common Stock issuable upon the conversion thereof) unless and until the transferee has agreed in writing for the benefit of the Company to be bound by this Section 2.1 and Section 2.11 hereof, provided and to the extent such Sections are then applicable and:

(i) There is then in effect a registration statement under the Securities Act covering such proposed disposition and such disposition is made in accordance with such registration statement; or

(ii) (A) Such Holder shall have notified the Company of the proposed disposition and shall have furnished the Company with a detailed statement of the circumstances surrounding the proposed disposition, and

(B) if reasonably requested by the Company, such Holder shall have furnished the Company with an opinion of counsel, reasonably satisfactory to the Company, that such disposition will not require registration of such shares under the Securities Act. It is agreed that the Company will not require opinions of counsel for transactions made pursuant to Rule 144 except in unusual circumstances.

(iii) Notwithstanding the provisions of paragraphs (i) and (ii) above, no such registration statement or opinion of counsel shall be necessary for a transfer by a Holder which is a partnership to a partner of such partnership or a retired partner of such partnership who retires after the date hereof, or to the estate of any such partner or retired partner or the transfer by gift, will or intestate succession of any partner to his spouse or to the siblings, lineal descendants or ancestors of such partner or his spouse, if the transferee agrees in writing to be subject to the terms hereof to the same extent as if he were an original Holder hereunder.

(b) Each certificate representing Series A Stock, Series B Stock, Series C Stock, Series D Stock, Series E Stock or Registrable Securities shall (unless otherwise permitted by the provisions of the Agreement) be stamped or otherwise imprinted with legends substantially similar to the following (in addition to any legend required under applicable state securities laws or as provided elsewhere in the Agreement):

THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 (THE "ACT") AND MAY NOT BE OFFERED, SOLD OR OTHERWISE TRANSFERRED, PLEDGED OR HYPOTHECATED UNLESS AND UNTIL REGISTERED UNDER THE ACT OR, IN THE OPINION OF COUNSEL OR BASED ON OTHER WRITTEN EVIDENCE IN FORM AND SUBSTANCE SATISFACTORY TO THE

4.

ISSUER OF THESE SECURITIES, SUCH OFFER, SALE OR TRANSFER, PLEDGE OR
HYPOTHECATION IS IN COMPLIANCE THEREWITH.

THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A RIGHT OF FIRST REFUSAL OPTION IN FAVOR OF THE COMPANY AND/OR ITS ASSIGNEE(S), AS PROVIDED IN THE BYLAWS OF THE COMPANY, AND IN FAVOR OF THE OTHER STOCKHOLDERS, AS PROVIDED IN THE INVESTORS' RIGHTS AGREEMENT.

(c) The Company shall be obligated to reissue promptly unlegended certificates at the request of any Holder thereof if the Holder shall have delivered to the Company an opinion of counsel reasonably acceptable to the Company to the effect that the securities proposed to be disposed of may lawfully be so disposed of without registration, qualification or legend.

(d) Any legend endorsed on an instrument pursuant to applicable state securities laws and the stop-transfer instructions with respect to such securities, shall be removed upon receipt by the Company of an order of the appropriate blue sky authority authorizing such removal.

2.2 DEMAND REGISTRATION.

(a) Subject to the conditions of this Section 2.2, if the Company shall receive at any time after the earlier of (i) January 15, 1995, or
(ii) one hundred eighty (180) days from the first underwritten public offering of the Company's Securities (the "Initial Offering"), a written request from the Holders of not less than thirty percent (30%) of the Registrable Securities Then Outstanding (the "Initiating Holders") that the Company file a registration statement under the Securities Act covering the registration of at least twenty percent (20%) of the Registrable Securities owned by the Initiating Holders (or any lesser percentage if the anticipated aggregate offering price, net of underwriting discounts and commission, would exceed $2,000,000), then the Company shall, within ten (10) days of the receipt thereof, give written notice of such request to all Holders, and subject to the limitations of Section 2.2(b), effect, as soon as practicable, and in any event within 90 days the registration under the Securities Act of all Registrable Securities that the Holders request to be registered in a written request given within twenty (20) days of the receipt of such notice from the Company.

(b) If the Initiating Holders intend to distribute the Registrable Securities covered by their request by means of an underwriting, they shall so advise the Company as a part of their request made pursuant to this Section 2.2 and the Company shall include such information in the written notice referred to in Section 2.2(a). In such event, the right of any Holder to include his Registrable Securities in such registration shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting (unless otherwise mutually agreed by a majority in interest of the Initiating Holders and such Holder) to the extent provided herein. All Holders proposing to distribute their securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting by a majority in interest of the Initiating Holders. Notwithstanding any other provision of this Section

5.

2.2, if the underwriter advises the Company in writing that marketing factors require a limitation of the number of securities to be underwritten (including Registrable Securities) then the Company shall so advise all Holders of Registrable Securities which would otherwise be underwritten pursuant hereto, and the number of shares that may be included in the underwriting shall be allocated to the Holders of such Registrable Securities (prior to any allocation to holders of shares other than Registrable Securities) on a pro rata basis based on the number of Registrable Securities held by all such Holders (including the Initiating Holders). Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration, and the number of shares that may be included in the underwriting shall be reallocated pursuant to the above allocation formula.

(c) The Company is obligated to effect only two (2) such registrations pursuant to this Section 2.2. A registration pursuant to this
Section 2.2 may be the Initial Offering.

(d) The Company shall not be required to effect a registration pursuant to this Section 2.2 during the period starting with the date of filing of, and ending on the date 180 days following the effective date of the registration statement pertaining to the Initial Offering, provided that the Company is making reasonable and good faith efforts to cause such registration statement to become effective. In addition, the Company shall not be required to effect a registration pursuant to this Section 2.2 if within thirty (30) days of receipt of a written request from Initiating Holders pursuant to Section 2.2(a), the Company gives notice to the Holders of the Company's intention to make its Initial Offering and the registration statement pertaining to such Initial Offering is actually filed within ninety (90) days after such notice.

(e) Notwithstanding the foregoing, if the Company furnishes to Holders requesting a registration statement pursuant to this Section 2.2 a certificate signed by the President of the Company stating that in the good faith judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such registration statement to be filed and it is therefore essential to defer the filing of such registration statement, the Company shall have the right to defer such filing for a period of not more than ninety (90) days after receipt of the request of the Initiating Holders; provided, however, that such right to delay a request shall be exercised by the Company no more than once in any one-year period.

(f) The Company shall bear all the expenses incurred in connection with the first registration requested pursuant to this Section 2.2 (excluding underwriters' discounts and commissions, which shall be paid by the selling Holders pro rata), including without limitation all registration, filing, qualification, printers' and accounting fees, fees and disbursements of counsel for the Company, and the reasonable fees and disbursements of one special counsel for the selling Holders; provided, however, that the Company shall not be required to pay for any expenses of any registration proceeding begun pursuant to Section 2.2 if the registration request is subsequently withdrawn, unless the Holders of a majority in interest of the Registrable Securities agree to forfeit their right to one (1) of the demand registrations permitted pursuant to this Section 2.2; and provided further that if the withdrawal of the registration request results from either (a) intentional actions by the Company outside the normal course of business, or (b) the discovery of information about the Company that is not known at the time of the Initiating

6.

Holders' request made pursuant to Section 2.2(a) that materially reduces the feasibility of the registration proceeding, the Company shall be required to pay expenses pursuant to this subparagraph (f) without the Holders forfeiting their right to a demand registration and such registration shall not be deemed to have been requested. All expenses incurred in connection with any subsequent registration requested pursuant to this Section 2.2 shall be borne by the Holders in proportion to the number of Registrable Securities owned by the Holders included in the registration at the time it goes effective. A registration request shall be deemed to be withdrawn and the Company shall have no obligation with respect to any registration requested pursuant to this
Section 2.2 if by reason of withdrawal therefrom by a Holder of Registrable Securities, the number of shares or aggregate anticipated offering price is less than the amount needed to initially effectuate the Company's obligations pursuant to this Section 2.2; provided, that the Holders shall not be deemed to have forfeited their right to a demand registration and such registration shall not be deemed to have been requested.

2.3 PIGGYBACK REGISTRATIONS. The Company shall notify all Holders of Registrable Securities in writing at least thirty (30) days prior to filing any registration statement under the Securities Act for purposes of a public offering of securities of the Company (including, but not limited to, registration statements relating to secondary offerings of securities of the Company and registration statements initiated by others, but excluding registration statements relating to employee benefit plans and corporate reorganizations) and will afford each such Holder an opportunity to include in such registration statement all or part of such Registrable Securities held by such Holder. Each Holder desiring to include in any such registration statement all or any part of the Registrable Securities held by it shall, within twenty
(20) days after receipt of the above-described notice from the Company, so notify the Company in writing. Such notice shall state the intended method of disposition of the Registrable Securities by such Holder. If a Holder decides not to include all of its Registrable Securities in any registration statement thereafter filed by the Company, such Holder shall nevertheless continue to have the right to include any Registrable Securities in any subsequent registration statement or registration statements as may be filed by the Company with respect to offerings of its securities, all upon the terms and conditions set forth herein.

(a) UNDERWRITING. If the registration statement under which the Company gives notice under this Section 2.3 is for an underwritten offering, the Company shall so advise the Holders of Registrable Securities. In such event, the right of any such Holder to be included in a registration pursuant to this Section 3.3 shall be conditioned upon such Holder's participation in such underwriting and the inclusion of such Holder's Registrable Securities in the underwriting to the extent provided herein. All Holders proposing to distribute their Registrable Securities through such underwriting shall enter into an underwriting agreement in customary form with the underwriter or underwriters selected for such underwriting. Notwithstanding any other provision of the Agreement, if the underwriter determines in good faith that marketing factors require a limitation of the number of shares to be underwritten, the number of shares that may be included in the underwriting shall be allocated, first, to the Company; and second, to the Holders on a pro rata basis based on the total number of Registrable Securities held by the Holders. No such reduction shall reduce the securities being offered by the Company for its own account to be included in the registration and underwriting, except that in no event shall the amount of securities of the selling Holders included in the

7.

registration be reduced below twenty percent (20%) of the total amount of securities included in such registration, unless such offering is the Initial Offering, in which event any or all of the Registrable Securities of the Holders may be excluded in accordance with the immediately preceding sentence. For purposes of the preceding concerning apportionment, for any selling shareholder which is a holder of Registrable Securities and which is a partnership or corporation, the partners, retired partners and shareholders of such holder, or the estates and family members of any such partners and retired partners and any trusts for the benefit of any of the foregoing persons shall be deemed to be a single "selling shareholder", and any pro-rata reduction with respect to such "selling shareholder" shall be based upon the aggregate amount of shares carrying registration rights owned by all entities and individuals included in such "selling shareholder", as defined in this sentence. If any Holder disapproves of the terms of any such underwriting, he may elect to withdraw therefrom by written notice to the Company and the underwriter, delivered at least five (5) days prior to the effective date of the registration statement. Any Registrable Securities excluded or withdrawn from such underwriting shall be withdrawn from the registration.

(b) REGISTRATION EXPENSES. The Company shall bear all fees and expenses incurred in connection with the first three registrations under this
Section 2.3 (excluding underwriters' discounts and commissions, which shall be paid by the selling Holders pro rata), including without limitation all registration, filing, qualification, printers' and accounting fees, fees and disbursements of counsel to the Company, and the reasonable fees and disbursements of one special counsel to the selling Holders. Subsequent registrations under this Section 2.3 shall be borne by the Holders in proportion to the number of Registrable Securities owned by the Holders included in such registration at the time it goes effective.

2.4 FORM S-3 REGISTRATION. In case the Company shall receive a written request from the Holder of not less than thirty percent (30%) of the Registrable Securities Then Outstanding that the Company effect a registration on Form S-3 and any related qualification or compliance with respect to all or a part of the Registrable Securities owned by such Holders, the Company will:

(a) promptly give written notice of the proposed registration, and any related qualification or compliance, to all other Holders of Registrable Securities; and

(b) as soon as practicable, effect such registration and all such qualifications and compliances as may be so requested and as would permit or facilitate the sale and distribution of all or such portion of such Holders' Registrable Securities as are specified in such request, together with all or such portion of the Registrable Securities of any other Holders joining in such request as are specified in a written request given within fifteen (15) days after receipt of such written notice from the Company; provided, however, that the Company shall not be obligated to effect any such registration, qualification or compliance pursuant to this Section 2.4: (i) if Form S-3 is not available for such offering by the Holders, (ii) if the Holders, together with the holders of any other securities of the Company entitled to inclusion in such registration, propose to sell Registrable Securities and such other securities (if any) at an aggregate price to the public of less than $500,000, (iii) if the Company shall furnish to the Holders a certificate signed by the President of the Company stating that in the good faith

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judgment of the Board of Directors of the Company, it would be seriously detrimental to the Company and its shareholders for such Form S-3 Registration to be effected at such time, in which event the Company shall have the right to defer the filing of the Form S-3 registration statement for a period of not more than ninety (90) days after receipt of the request of the Holder or Holders under this Section 2.4, provided that the Company shall not have the right to make such deferral more than one time in any twelve month period, (iv) if the Company has, within the twelve (12) month period preceding the date of such request, already effected two (2) registrations on Form S-3 for the Holders pursuant to this Section 2.4, or (v) in any particular jurisdiction in which the Company would be required to qualify to do business or to execute a general consent to service of process in effecting such registration, qualification or compliance.

(c) Subject to the foregoing, the Company shall file a Form S-3 registration statement covering the Registrable Securities and other securities so requested to be registered as soon as practicable after receipt of the request or requests of the Holders. All expenses incurred in connection with any registration requested pursuant to this Section 2.4 shall be borne by the Holders in proportion to the number of Registrable Securities owned by the Holders included in such registration at the time it goes effective. Registrations pursuant to this Section 2.4 do not reduce the number of registrations to which Holders are entitled pursuant to Section 2.2 or 2.3 hereof.

2.5 OBLIGATIONS OF THE COMPANY. Whenever required to effect the registration of any Registrable Securities pursuant to this Agreement, the Company shall, as expeditiously as reasonably possible:

(a) Prepare and file with the SEC a registration statement with respect to such Registrable Securities and use its best efforts to cause such registration statement to become effective, and, upon the request of the Holders of a majority of the Registrable Securities registered thereunder, keep such registration statement effective for up to one hundred twenty (120) days.

(b) Prepare and file with the SEC such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement.

(c) Furnish to the Holders such number of copies of a prospectus, including a preliminary prospectus, in conformity with the requirements of the Securities Act, and such other documents as they may reasonably request in order to facilitate the disposition of Registrable Securities owned by them.

(d) Use its best efforts to register and qualify the securities covered by such registration statement under such other securities or Blue Sky laws of such jurisdictions as shall be reasonably requested by the Holders, provided that the Company shall not be required in connection therewith or as a condition thereto to qualify to do business or to file a general consent to service of process in any such states or jurisdictions.

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(e) In the event of any underwritten public offering, enter into and perform its obligations under an underwriting agreement, in usual and customary form, with the managing underwriter(s) of such offering. Each Holder participating in such underwriting will also enter into and perform its obligations under such an agreement.

(f) Notify each Holder of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act of the happening of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated thereon or necessary to make the statements therein not misleading in the light of the circumstances then existing.

(g) Furnish, at the request of any Holder requesting registration of Registrable Securities, on the date that such Registrable Securities are delivered to the underwriters for sale, if such securities are being sold through underwriters, or, if such securities are not being sold through underwriters, on the date that the registration statement with respect to such securities becomes effective, (i) an opinion, dated as of such date, of the counsel representing the Company for the purposes of such registration, in form and substance as is customarily given to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities and (ii) a letter dated as of such date, from the independent certified public accountants of the Company, in form and substance as is customarily given by independent certified public accountants to underwriters in an underwritten public offering and reasonably satisfactory to a majority in interest of the Holders requesting registration, addressed to the underwriters, if any, and to the Holders requesting registration of Registrable Securities.

2.6 TERMINATION OF REGISTRATION RIGHTS. The registration rights granted under Section 2.2 and Section 2.3 shall terminate and be of no further force and effect on the dates five (5) years and ten (10) years, respectively, following the Company's Initial Offering.

2.7 FURNISH INFORMATION. It shall be a condition precedent to the obligations of the Company to take any action pursuant to Sections 2.2, 2.3 or 2.4 that the selling Holders shall furnish to the Company such information regarding themselves, the Registrable Securities held by them, and the intended method of disposition of such securities as shall be required to effect the registration of their Registrable Securities.

2.8 DELAY OF REGISTRATION. No Holder shall have any right to obtain or seek an injunction restraining or otherwise delaying any such registration as the result of any controversy that might arise with respect to the interpretation or implementation of this Article II.

2.9 INDEMNIFICATION. In the event any Registrable Securities are included in a registration statement under Section 2.2, 2.3 or 2.4:

(a) To the extent permitted by law, the Company will indemnify and hold harmless each Holder, the partners, officers and directors of each Holder, any underwriter (as

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defined in the Securities Act) for such Holder and each person, if any, who controls such Holder or underwriter within the meaning of the Securities Act or the Securities Exchange Act of 1934, as amended, (the "1934 Act"), against any losses, claims, damages, or liabilities (joint or several) to which they may become subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages, or liabilities (or actions in respect thereof) arise out of or are based upon any of the following statements, omissions or violations (collectively a "Violation") by the Company: (i) any untrue statement or alleged untrue statement of a material fact contained in such registration statement, including any preliminary prospectus or final prospectus contained thereon or any amendments or supplements thereto, (ii) the omission or alleged omission to state therein a material fact required to be stated therein, or necessary to make the statements therein not misleading, or
(iii) any violation or alleged violation by the Company of the Securities Act, the 1934 Act, any state securities law or any rule or regulation promulgated under the Securities Act, the 1934 Act or any state securities law in connection with the offering covered by such registration statement; and the Company will reimburse as incurred, each such Holder, partner, officer or director, underwriter or controlling person for any legal or other expenses reasonably incurred by them in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the indemnity agreement contained in this Section 2.9(a) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Company (which consent shall not be unreasonably withheld), nor shall the Company be liable in any such case for any such loss, claim, damage, liability or action to the extent that it arises out of or is based upon a Violation which occurs in reliance upon and in conformity with written information furnished expressly for use in connection with such registration by such Holder, partner, officer, director, underwriter or controlling person or such Holder.

(b) To the extent permitted by law, each selling Holder will indemnify and hold harmless the Company, each of its directors, each of its officers who have signed the registration statement, each person, if any, who controls the Company within the meaning of the Securities Act, any underwriter and any other Holder selling securities under such registration statement or any of such other Holder's partners, directors or officers or any person who controls such Holder, against any losses, claims, damages or liabilities (joint or several) to which the Company or any such director, officer, controlling person, underwriter or other such Holder, or partner, director, officer or controlling person of such other Holder may become subject under the Securities Act, the 1934 Act or other federal or state law, insofar as such losses, claims, damages or liabilities (or actions in respect thereto) arise out of or are based upon any Violation, in each case to the extent (and only to the extent) that such Violation occurs in reliance upon and in conformity with written information furnished by such Holder expressly for use in connection with such registration; and each such Holder will reimburse, as incurred, any legal or other expenses reasonably incurred by the Company or any such director, officer, controlling person, underwriter or other Holder, or partner, officer, director or controlling person of such other Holder in connection with investigating or defending any such loss, claim, damage, liability or action if it is judicially determined that there was such a Violation; provided, however, that the indemnity agreement contained in this Section 2.9(b) shall not apply to amounts paid in settlement of any such loss, claim, damage, liability or action if such settlement is effected without the consent of the Holder, which consent shall not be unreasonably withheld;

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provided further, that in no event shall any indemnity under this Section 2.9(b) exceed the gross proceeds from the offering received by such Holder.

(c) Promptly after receipt by an indemnified party under this
Section 2.9 of notice of the commencement of any action (including any governmental action), such indemnified party will, if a claim in respect thereof is to be made against any indemnifying party under this Section 2.9, deliver to the indemnifying party a written notice of the commencement thereof and the indemnifying party shall have the right to participate in, and, to the extent the indemnifying party so desires, jointly with any other indemnifying party similarly noticed, to assume the defense thereof with counsel mutually satisfactory to the parties; provided, however, that an indemnified party shall have the right to retain its own counsel, with the fees and expenses to be paid by the indemnified party, if representation of such indemnified party by the counsel retained by the indemnifying party would be inappropriate due to actual or potential differing interests between such indemnified party and any other party represented by such counsel in such proceeding. The failure to deliver written notice to the indemnifying party within a reasonable time of the commencement of any such action, if materially prejudicial to its ability to defend such action, shall relieve such indemnifying party of any liability to the indemnified party under this Section 2.9, but the omission so to deliver written notice to the indemnifying party will not relieve otherwise than under this Section 2.9.

(d) If the indemnification provided for in this Section 2.9 is held by a court of competent jurisdiction to be unavailable to an indemnified party with respect to any losses, claims, damages or liabilities referred to herein, the indemnifying party, in lieu of indemnifying such indemnified party thereunder, shall to the extent permitted by applicable law contribute to the amount paid or payable by such indemnified party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect the relative fault of the indemnifying party on the one hand and of the indemnified party on the other in connection with Violation(s) that resulted in such loss, claim, damage or liability, as well as any other relevant equitable considerations. The relative fault of the indemnifying party and of the indemnified party shall be whether the untrue or alleged untrue statement of a material fact supplied by the indemnifying party or by the indemnified party and the parties' relative intent, knowledge, access to information and opportunity to correct or prevent such statement or omission.

(e) The obligations of the Company and Holders under this
Section 2.9 shall survive the completion of any offering of Registrable Securities in a registration statement, and otherwise.

2.10 ASSIGNMENT OF REGISTRATION RIGHTS. Except as otherwise provided herein, the rights contained in this Article II may be assigned or otherwise conveyed to a transferee or assignee of Registrable Securities, who shall be considered a "Holder" for purposes of this Article II, provided that (i) such transfer is effected in accordance with applicable federal and state securities laws, (ii) such transferee or assignee becomes a party to this Agreement or agrees in writing to be subject to the terms hereof to the same extent as if he were an original purchaser hereunder and (iii) such transferee or assignee (A) is a wholly owned subsidiary or constituent partner (including limited partners) or affiliate of the transferring Holder, or (B) acquires at least ten thousand (10,000) shares (as presently constituted) of the Registrable Securities, or

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(C) acquires all of the shares then held by the transferring Holder and, provided further, that the Company is given written notice by such Holder at the time of or within a reasonable time after said transfer, stating the name and address of said transferee or assignee and identifying the securities with respect to which such registration rights are being assigned.

For the purposes of determining the number of shares of Registrable Securities held by a transferee or assignee, the holdings of transferees and assignees of a partnership (including spouses and ancestors, lineal descendants and siblings of such partners or spouses who acquire Registrable Securities by gift, will or intestate succession) shall be aggregated together and with the partnership; provided that all assignees and transferees who would not qualify individually for assignment of registration rights shall have a single attorney-in-fact for the purpose of exercising any rights, receiving notices or taking any action under this Article II.

2.11 "MARKET STAND-OFF" AGREEMENT. Each Holder hereby agrees that, during the period or duration specified by the Company and any underwriter of common stock or other securities of the Company following the effective date of a registration statement of the Company filed under the Act, it shall not, to the extent requested by the Company and such underwriter, directly or indirectly, sell, offer to sell, contract to sell (including, without limitation, any short sale), grant any option to purchase or otherwise transfer or dispose of (other than to donees who agree to be similarly bound) any securities of the Company held by it at any time during such period except common stock included in such registration; provided, however, that:

(a) such agreement shall be applicable only to the first such registration statement of the Company which covers common stock (or other securities) to be sold on its behalf to the public in an underwritten offering;

(b) such period shall not exceed 180 days; and

(c) all officers and directors of the Company and all other persons with registration rights (whether or not pursuant to this Agreement) enter into similar agreements.

In order to enforce the foregoing covenant, the Company may impose stop-transfer instructions with respect to the Registrable Securities of each investor (and the shares or securities of every other person subject to the foregoing restriction) until the end of such period.

2.12 AMENDMENT OF REGISTRATION RIGHTS. Any provision of this Article II may be amended, and the observance thereof may be waived (either generally or in a particular instance and either retroactively or prospectively), only with the written consent of the Company and the Holders of not less than two-thirds (2/3) in interest of the Registrable Securities. Any amendment or waiver effected in accordance with this Section 2.12 shall be binding upon each Holder and the Company. By acceptance of any benefits under this Article II, Holders of Registrable Securities hereby agree to be bound by the provisions hereunder.

2.13 LIMITATION ON SUBSEQUENT REGISTRATION RIGHTS. After the date of this Agreement, the Company shall not, without the prior written consent of the Holders of not less than two-thirds (2/3) in interest of the Registrable Securities, enter into any agreement with any

13.

holder or prospective holder of any securities of the Company that would permit such holder to require the Company to register any securities held by such holder if the granting of such registration rights has been authorized by a vote of at least four members of the Board of Directors; provided, however, that the Company may obligate itself to register securities issued in connection with credit or leasing transactions without the prior written consent of the Holders.

III.

COVENANTS OF THE COMPANY

3.1 BASIC FINANCIAL INFORMATION AND REPORTING.

(a) The Company will maintain true books and records of account in which full and correct entries will be made of all its business transactions pursuant to a system of accounting established and administered in accordance with generally accepted accounting principles consistently applied, and will set aside on its books all such proper accruals and reserves as shall be required under generally accepted accounting principles consistently applied.

(b) So long as a Holder shall own shares of Series A Stock, Series B Stock, Series C Stock, Series D Stock and Series E Stock with an aggregate original issuance price of $500,000, the Company shall: (i) as soon as practicable after the end of each fiscal year of the Company, and in any event within 90 days thereafter, furnish such Holder a consolidated balance sheet of the Company, as of the end of such fiscal year, and a consolidated statement of income and a consolidated statement of cash flows of the Company, for such year, all prepared in accordance with generally accepted accounting principles ("GAAP") and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail (such balance sheet and statement of income shall be accompanied by a report and opinion thereon by independent certified public accountants of national standing selected by the Company's Board of Directors); (ii) as soon as practicable after the end of the first, second and third quarterly accounting periods in each fiscal year of the Company, and in any event within 30 days thereafter, furnish such Holder a consolidated balance sheet of the Company as of the end of each such quarterly period, and a statement of income and a consolidated statement of cash flows of the Company for such period and for the current fiscal year to date, prepared in accordance with GAAP, with the exception that no notes need be attached to such statements and year-end audit adjustments may not have been made; and (iii) furnish at least thirty (30) days prior to the beginning of each fiscal year an annual budget and operating plans for such fiscal year; and (iv) within thirty
(30) days after the end of each month, an unaudited balance sheet and a statement of operations, prepared in accordance with GAAP, which also set forth applicable budget figures and variances from budget, and within a reasonable time after a request therefor, all reports relating to the Company that the Board of Directors of the Company deems reasonable to provide.

3.2 INSPECTION RIGHTS. So long as a Holder shall own shares of Series A Stock, Series B Stock, Series C Stock, Series D Stock and Series E Stock with an aggregate original issuance price of $500,000, such Holder shall have the right to visit and inspect any of the

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properties of the Company or any of its subsidiaries, and to discuss the affairs, finances and accounts of the Company or any of its subsidiaries with its officers, all at such reasonable times and as often as may be reasonably requested; provided, however, that the Company shall not be obligated pursuant to this Section 3.2 to provide access to any information which it reasonably considers to be a trade secret or similar confidential information.

3.3 CONFIDENTIALITY OF RECORDS. Each Holder agrees to use its best efforts to insure that its authorized representatives use, the same degree of care as such Holder uses to protect its own confidential information to keep confidential any information furnished to it which the Company identifies as being confidential or proprietary (so long as such information is not in the public domain), except that such Holder may disclose such proprietary or confidential information (excluding technical information but including financial and other general business information) with the prior written consent of the Company. Notwithstanding the foregoing, the prior written consent of the Company shall not be required if such non-technical proprietary or confidential information is to be disclosed to a Holder's counsel or accountant, or to an officer, director, parent, subsidiary or general or limited partner of a Holder, or to employees of, or consultants to, a Holder on a "need to know" basis, provided that the Holder shall inform the recipient of the confidential nature of such information.

3.4 INSURANCE. The Company will maintain "key-person" life insurance on the lives of George D. Cimino, Laurence Corash, John E. Hearst, Stephen T. Isaacs and Lily Lin, in the amount of $1,000,000 for each person, with the Company named as beneficiary. The Company will maintain insurance coverage against loss or damage to the Company's properties and business in the amounts and on the terms and conditions as Board of Directors shall reasonably determine.

3.5 PROPRIETARY INFORMATION AGREEMENTS. The Company shall enter into agreements substantially in the form of Exhibit A attached hereto, in a timely manner, with each of its technical employees and consultants.

3.6 EMPLOYEE AGREEMENTS. All current and future employees, officers and consultants of the Company who shall, subsequent to the Closing Date, purchase or receive options to purchase shares of the Company's Common Stock shall (unless the Board of Directors shall direct otherwise) be required to execute stock purchase or option agreements providing for vesting of shares no less restrictive than as follows: one-eighth of the total number of shares subject to such an agreement six months after the date of employment or commencement of consulting relationship and one forty-eighth of the total number of shares subject to such an agreement each month thereafter. Upon the termination of an employee, officer or consultant, with or without cause, the Company or its assignee will (unless the Board of Directors shall direct otherwise) have the option to repurchase the unvested portion of such shares held by the employee, officer or consultant at cost. Such stock purchase or option agreements shall (unless the Board of Directors shall direct otherwise) also provide for (i) no transfers prior to vesting, (ii) a right of first refusal on any vested shares terminating not prior to the initial public offering of the Company's securities and (iii) a "lock-up" provision of at least 180 days after the initial public offering of the Company's securities.

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3.7 OBSERVER RIGHTS. If the Holders do not have a member on the Company's Board of Directors for whatsoever reason, the Company shall invite at least one representative of the Holders (chosen by written consent of a majority in interest of the Holders) to attend all meetings of its Board of Directors in a nonvoting observer capacity and, in this respect, shall give such representative copies of all notices, minutes, consents, and other materials that it provides to its directors; provided, however, that such representative shall agree to hold in confidence and trust and to act in a fiduciary manner with respect to all information so provided; and, provided further, that the Company reserves the right to withhold any information and to exclude such representative from any meeting or portion thereof if access to such information or attendance at such meeting could adversely affect the attorney-client privilege between the Company and its counsel.

3.8 TERMINATION OF COVENANTS. The covenants contained in this Article III hereof shall expire and terminate upon the consummation of the Initial Offering.

IV.

RIGHTS OF FIRST REFUSAL

4.1 SUBSEQUENT OFFERINGS.

(a) So long as the Baxter Agreement is in effect and Baxter is not in material breach of its obligations thereunder, Baxter shall have a right of first refusal to purchase up to nineteen and nine-tenths percent (19.9%) of all Equity Securities, as defined below, that the Company may, from time to time, propose to sell and issue after the date of this Agreement, other than the Equity Securities excluded by Section 4.6 below.

(b) Each Holder other than Baxter shall have a right of first refusal to purchase its pro rata share of all Equity Securities remaining, if any, after taking into account Baxter's exercise of its rights of first refusal set forth in Sections 4.1(a) and 4.2(a) hereof. Each Holder's pro rata share of Equity Securities shall be defined as the ratio of the number of Registrable Securities with respect to which such Holder is deemed to be holder immediately prior to the issuance of such Equity Securities to the total number of shares of Common Stock of the Company outstanding or issuable upon conversion of outstanding Equity Securities (excluding any of the same held by Baxter).

(c) The term "Equity Securities" shall mean (i) any capital stock of the Company, (ii) any security convertible, with or without consideration, into any stock or similar security, (iii) any option, warrant or right to subscribe to or purchase any capital stock.

4.2 EXERCISE OF RIGHTS.

(a) If the Company proposes to issue any Equity Securities, it shall give Baxter written notice of its intention, describing the Equity Securities, the price, and the terms and conditions upon which the Company proposes to issue the same. Baxter shall have twenty (20)

16.

days from the giving of such notice (the "Baxter Notice Period") to agree to purchase up to the nineteen and nine-tenths percent (19.9%) of such Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of such Equity Securities to be purchased.

(b) As soon as practically possible after the end of the Baxter Notice Period, the Company shall give the Holders other than Baxter written notice of its intention to issue those Equity Securities remaining after Baxter's exercise of its right of first refusal, which notice shall describe such Equity Securities, the price, and the conditions upon which the Company proposes to issue the same. Each Holder other than Baxter shall have twenty (20) days from the giving of such notice to agree to purchase its pro rata share of Equity Securities for the price and upon the terms and conditions specified in the notice by giving written notice to the Company and stating therein the quantity of such Equity Securities to be purchased. If any such Holder does not elect to purchase its full pro rata share of such Equity Securities, the Company shall promptly inform each Holder other than Baxter which purchases all of the Equity Securities available to it ("Fully Exercising Holder") of any other Holder's failure to do likewise. During the ten-day period commencing after the mailing of such information, each Fully Exercising Holder shall be entitled to purchase its pro rata share of Equity Securities offered by the Company but unsold. Duly Registrable Securities held by Fully Exercising Holders shall be considered in determining each Fully Exercising Holder's pro rata share.

4.3 ISSUANCE OF EQUITY SECURITIES TO OTHER PERSONS. The Company shall have sixty (60) days after the end of the Baxter Notice Period to sell those Equity Securities offered by the Company but not sold at a price and upon terms and conditions no more favorable to the purchasers thereof than those specified in the Company's notices to the Holders pursuant to Section 4.2 hereof. If the Company has not sold the Equity Securities within such sixty (60) days, the Company shall not thereafter issue or sell any Equity Securities, without first offering such securities to the Holders provided above.

4.4 TERMINATION OF RIGHTS OF FIRST REFUSAL. The rights of first refusal established by this Article IV shall terminate immediately prior to the consummation of the Initial Offering.

4.5 TRANSFER OF RIGHTS OF FIRST REFUSAL.

(a) The rights of first refusal of Baxter under this Article IV may not be transferred.

(b) The rights of first refusal of each Holders under this Article IV may be transferred to a party to whom a transfer or assignment of registration rights may be made pursuant to Section 2.10 hereof and only if made concurrently with the transfer of such registration rights to such party.

4.6 EXCLUDED SECURITIES. The rights of first refusal established by this Article IV shall have no application to any of the following Equity Securities:

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(a) shares of Common Stock (and/or options, warrants or other Common Stock purchase rights issued pursuant to such options, warrants or other rights) issued or to be issued to employees, officers or directors of, or consultants or advisors to the Company or any subsidiary, pursuant to stock purchase or stock option plans or other arrangements;

(b) stock issued pursuant to any rights or agreements outstanding as of the date of that certain Series E Stock Purchase Agreement by and between the Company and Baxter entered into as of April 1, 1996, including, without limitation, convertible securities, options and warrants; and stock issued pursuant to any such rights or agreements granted after the date of such agreement, provided that the rights of first refusal established by this Article IV applied with respect to the initial sale or grant by the Company of such rights or agreements;

(c) any Equity Securities issued for consideration other than cash pursuant to a merger, consolidation, acquisition or similar business combination;

(d) any Equity Securities that are issued by the Company as part of an Initial Offering;

(e) shares of Common Stock issued in connection with any stock split, stock dividend or recapitalization by the Company;

(f) shares of Common Stock issued pursuant to any leasing or credit arrangement for other than primarily equity financing purposes; and

(g) Equity Securities sold to Baxter pursuant to Sections 4.1 or 4.2 of the Baxter Agreement.

V.

MISCELLANEOUS

5.1 GOVERNING LAW. This Agreement shall be governed in all respects by the laws of the State of California.

5.2 SURVIVAL. The representations, warranties, covenants, and agreements made herein shall survive any investigation made by any Holder and the closing of the transactions contemplated hereby. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of the Company pursuant hereto in connection with the transactions contemplated hereby shall be deemed to be representations and warranties by the Company hereunder solely as of the date of such certificate or instrument.

5.3 SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided herein, the provisions hereof shall inure to the benefit of, and be binding upon, the successors, assigns, heirs, executors, and administrators of the parties hereto and shall inure to the benefit of and be enforceable by each person who shall be a holder of Registrable Securities from time to time;

18.

provided, however, that prior to the receipt by the Company of adequate written notice of the transfer of any Registrable Securities specifying the full name and address of the transferee, the Company may deem and treat the person listed as the holder of such shares in its records as the absolute owner and holder of such shares for all purposes, including the payment of dividends or any redemption price.

5.4 SEPARABILITY. In case any provision of the Agreement shall be invalid, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

5.5 AMENDMENT AND WAIVER.

(a) This Agreement may be amended or modified only upon the written consent of the Holders of not less than a two-thirds (2/3) in interest of the Registrable Securities. Notwithstanding the foregoing, so long as Baxter is not in default of the Baxter Agreement or this Agreement and continues to hold at least ninety percent (90%) of the stock that it has purchased pursuant to the Baxter Agreement and this Agreement, through the date of the proposed amendment or modification of this Agreement, Sections 4.1(a) and 4.2(a) of this Agreement may be amended or modified only upon the written consent of Baxter.

(b) The obligations of the Company and the rights of the Holders under this Agreement may be waived only with the written consent of the Holders of not less than a two-thirds (2/3) in interest of the Registrable Securities.

(c) Except to the extent provided in this Section 5.5, neither this Agreement nor any provision hereof may be changed, waived, discharged, or terminated, except by a statement in writing signed by the party against which enforcement of the change, waiver, discharge, or termination is sought.

5.6 DELAYS OR OMISSIONS. It is agreed that no delay or omission to exercise any right, power, or remedy accruing to any Holder, upon any breach, default or noncompliance of the Company under this Agreement shall impair any such right, power, or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent, or approval of any kind or character on any Holder's part of any breach, default or noncompliance under the Agreement or any waiver on such Holder's part 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, by law, or otherwise afforded to Holders, shall be cumulative and not alternative.

5.7 NOTICES, ETC. All notices and other communications required or permitted hereunder shall be in writing and shall be sent by registered or certified mail, return receipt requested, postage prepaid, and, if to an address outside the United States of America, by telex or facsimile transmitted substantially concurrently with the mailing of such written notice, addressed:
(a) if to a Holder, at such Holder's address as set forth on the Company's records,

19.

or at such other address as such Holder shall have furnished to the Company in writing or (b) if to the Company, at its address as set forth at the end of this Agreement, or at such other address as the Company shall have furnished to the Holders in writing.

5.8 ATTORNEYS' FEES. If legal action is brought to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and legal costs in connection therewith.

5.9 TITLES AND SUBTITLES. The titles of the paragraphs and subparagraphs of this Agreement are for convenience of reference only and are not to be considered in construing this Agreement.

5.10 COUNTERPARTS. This Agreement may be executed in any number of counterparts, each of which shall be an original, but all of which together shall constitute one instrument.

20.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date set forth in the first paragraph hereof.

COMPANY:

STERITECH, INC.
2525 Stanwell Drive, Suite 300
Concord, CA 94520

By:   /s/ Stephen T. Isaacs
      -------------------------
Title:          President
      -------------------------

INVESTORS:

MR. VINCENT E. WRIGHT

By:   /s/ Vincent Wright
      -------------------------
Title:
      -------------------------
                (Title)

MR. CLAUDE L. GANZ

By:   /s/ Claude L. Ganz
      -------------------------
                (Title)

DOWN, ANN M., TRUSTEE FBO ANN M. DOWN REV TRUST U/A/D 09/22/95

By:   /s/ Ann M. Down
      -------------------------
                Trustee
      -------------------------
                (Title)

21.

MR. JAMES D. WOLFENSOHN

By:   /s/ James D. Wolfensohn
      -------------------------

      -------------------------
               (Title)

MR. GEORGE D. CIMINO

By:  /s/ George D. Cimino
      -------------------------

      -------------------------
                (Title)

KURT A. LATTA PROFIT SHARING PLAN

By:   /s/ Kurt A. Latta
      -------------------------
                Trustee
      -------------------------
                (Title)

MR. KURT A. LATTA TRUSTEE OF THE KURT A. LATTA PENSION PLAN

By:   /s/ Kurt A. Latta
      -------------------------
                Trustee
      -------------------------
                (Title)

MR. LATTA, KURT A., TTEE (FOR RACHEL LATTA) OF THE 1990 LATTA IRREVOCABLE TRUST, SUBTRUST FOR RACHEL LATTA

By:   /s/ Kurt A. Latta
      -------------------------
                Trustee
      -------------------------
                (Title)

22.

MR. LATTA, KURT A., TTEE (FOR ANTHONY LATTA) OF THE 1990 LATTA IRREVOCABLE TRUST, SUBTRUST FOR ANTHONY LATTA

By:   /s/ Kurt A. Latta
      -------------------------
                Trustee
      -------------------------
                (Title)

MR. LATTA, KURT A., TTEE (FOR ALEXANDRA LATTA) OF THE 1990 LATTA IRREVOCABLE TRUST, SUBTRUST FOR ALEXANDRA LATTA

By:   /s/ Kurt A. Latta
      -------------------------
                Trustee
      -------------------------
                (Title)

MR. LATTA, KURT A., TTEE OF THE 1990 FAMILY TRUST

By:   /s/ Kurt A. Latta
      -------------------------
                Trustee
      -------------------------
                (Title)

KING, ROBERT ELIOT, DOROTHY JONES KING, TRUSTEES OF THE KING LIVING TRUST U/A/D JUNE 19, 1989

By:   /s/ Robert Eliot King
      -------------------------
By:   /s/ Dorothy Jones King
      -------------------------
                Trustees
      -------------------------
                (Title)

23.

SAN FRANCISCO INTERNATIONAL INVESTORS

By:   /s/ Robert E. King
      -------------------------
           Managing Partner
      -------------------------
                (Title)

THE R.E.K. PROFIT SHARING PLAN

By:   /s/ Robert E. King
      -------------------------
                Trustee
      -------------------------
                (Title)

KING, ROBERT ELIOT, TRUSTEE UNDER THE TRUST OF THE R.E.K. PROFIT SHARING PLAN

By:   /s/ Robert E. King
      -------------------------
                Trustee
      -------------------------
                (Title)

DONALD L. LUCAS, TTEE DONALD L. LUCAS PROFIT SHARING TRUST DATED 1/1/87

By:   /s/ Donald L. Lucas
      -------------------------
           Successor Trustee
      -------------------------
                (Title)

RICHARD M. LUCAS CANCER FOUNDATION

By:   /s/ Donald L. Lucas
      -------------------------
        Chairman of the Board
      -------------------------
                (Title)

24.

DONALD L. LUCAS, TTEE, DONALD L. LUCAS & LYGIA S. LUCAS TRUST AGREEMENT DATED 12/3/84

By:   /s/ Donald L. Lucas
      -------------------------
                Trustee
      -------------------------
                (Title)

CAROL P. PALKOVIC

By:   /s/ Carol P. Palkovic
      -------------------------

      -------------------------
                (Title)

SAND HILL FINANCIAL COMPANY

By:   /s/ Donald L. Lucas
      -------------------------
            General Partner
      -------------------------
                (Title)

ST. MARY'S COLLEGE

By:   /s/ Raymond J. White
      -------------------------
       Chief Financial Officer
      -------------------------
                (Title)

MR. CARL HANSON

By:   /s/ Carl Hanson
      -------------------------

      -------------------------
                (Title)

25.

THE TRUSTEES OF THE WALLACE R. HAWLEY AND ALEXANDRA HAWLEY REVOCABLE
TRUST, U/A/D 7/30/92

By:   /s/ Wallace R. Hawley
      -------------------------
                Trustee
      -------------------------
                (Title)

MR. ROBERT J. OSTER TRUSTEE OF THE NIKLAS OSTERSMITH 1995 IRREVOCABLE TRUST, DATED APRIL 16, 1995

By:   /s/ Robert J. Oster
      -------------------------
                Trustee
      -------------------------
                (Title)

ROBERT J. & MARION E. OSTER, TTEES OSTER FAMILY REVOCABLE TRUST, DTD 10/5/76

By:   /s/ Robert J. Oster
      -------------------------
                Trustee
      -------------------------
                (Title)

MARK & SUZANNE OSTERSMITH

By:   /s/ Robert Ostersmith
      -------------------------
          Power of Attorney
      -------------------------
                (Title)

MR. ROY KIRKORIAN

By:   /s/ Roy Kirkorian
      -------------------------

      -------------------------
                (Title)

26.

A. CRAWFORD COOLEY

By:   /s/ A. Crawford Cooley
      -------------------------------

      -------------------------------
                (Title)

FRANK C. HERRINGER & MARYELLEN CATTANI HERRINGER

By:   /s/ Frank C. Herringer
      -------------------------------

By:   /s/ Maryellen Cattani Herringer
      -------------------------------

      -------------------------------
                (Title)

ERTOLA, ALEXANDRA LUCAS, C/F FOR JOHN PATRICK ERTOLA UTMA CA 21

By:   /s/ Alexandra Ertola
      -------------------------------
              Custodian
      -------------------------------
                (Title)

ERTOLA, ALEXANDRA LUCAS, C/F FOR JOSEPH LUCAS ERTOLA UTMA CA 21

By:   /s/ Alexandra Ertola
      -------------------------------
                Custodian
      -------------------------------
                (Title)

ERTOLA, ALEXANDRA LUCAS, C/F FOR NICHOLAS ALEXANDER ERTOLA UTMA CA 21

By:   /s/ Alexandra Ertola
      -------------------------------
                Custodian
      -------------------------------
                (Title)

27.

QUEST VENTURES INTERNATIONAL

By: /s/ Lucien Ruby
    ------------------------------------------
    General Partner of the General Partnership
    ------------------------------------------
                      (Title)

QUEST VENTURES II

By: /s/ Lucien Ruby
    ------------------------------------------
    General Partner of the General Partnership
    ------------------------------------------
                      (Title)

JOHN W. LUCAS, CO-TTEE LUCAS FAMILY TRUST, DTD 6/4/80

By: /s/ John W. Lucas
    ------------------------------------------
                    Co-Trustee
    ------------------------------------------
                      (Title)

GERALD C. DOWN

By: /s/ Gerald C. Down
    ------------------------------------------

    ------------------------------------------
                      (Title)

MR. MORTON L. TOPFER

By: /s/ Morton L. Topfer
    ------------------------------------------

    ------------------------------------------
                      (Title)

28.

MR. ROBERT DAVID SPRENG

By:/s/ Robert David Spreng
   --------------------------------

   --------------------------------
               (Title)

DR. SCOTT MURPHY

By:/s/ Scott Murphy
   --------------------------------

   --------------------------------
               (Title)

JOHN W. AND MARY G. LUCAS, CO-TTEE LUCAS TRUST A - UWO LEO J. LUCAS

By:/s/ John W. Lucas
   --------------------------------
              Co-Trustee
   --------------------------------
               (Title)

DAIN BOSWORTH, INC., CUSTODIAN FBO YUVAL ALMOG SEP.-IRA IFG OPERATIONS GROUP/IRA DEPT.

By:/s/ P. H. Colbert
   --------------------------------
         First Vice President
   --------------------------------
               (Title)

JOSEPH B. COSTELLO AND MARGARET M. COSTELLO, TTEES OF THE COSTELLO FAMILY TRUST DTD 10/21/92

By:/s/ Joseph B. Costello
   --------------------------------

   --------------------------------
               (Title)

29.

MR. LAURENCE CORASH

By:/s/ Laurence Corash
   --------------------------------

   --------------------------------
                (Title)

MR. DAVID KOEHLER

By:/s/ David Koehler
   --------------------------------

   --------------------------------
                (Title)

VISIPLEX INVESTMENTS LIMITED, A DELAWARE LIMITED PARTNERSHIP

By:/s/ Ben Joseph
   --------------------------------

            General Partner
   --------------------------------
                (Title)

MR. MICHAEL L. SWEENEY

By:/s/ Michael L. Sweeney
   --------------------------------

   --------------------------------
                (Title)

MS. LAURI S. GRUBB

By:/s/ Lauri S. Grubb
   --------------------------------

   --------------------------------
                (Title)

30.

I. P. (KIP) KNELMAN

By:/s/ I. P. (Kip) Knelman
   --------------------------------

   --------------------------------
                (Title)

MR. LARRY R. HILL

By:/s/ Larry R. Hill
   --------------------------------

   --------------------------------
                (Title)

MR. WARREN G. CHRISTIANSON

By:/s/ W. G. Christianson
   --------------------------------

   --------------------------------
                (Title)

THERESE ANDERSON

By:/s/ Therese M. Anderson
   --------------------------------

   --------------------------------
                (Title)

MR. HAROLD W. MILNER

By:/s/ Harold W. Milner
   --------------------------------

   --------------------------------
                (Title)

31.

DR. JEFFERY MCCULLOUGH

By:/s/ Jeffery McCullough
   --------------------------------

   --------------------------------
                (Title)

MR. PAUL K. JOAS

By:/s/ Paul K. Joas
   --------------------------------

   --------------------------------
                (Title)

CHERI L. AND THOMAS G. KAMP

By:/s/ Thomas G. Kamp
   --------------------------------

By:/s/ Cheri L. Kamp
   --------------------------------

   --------------------------------
                (Title)

MR. RICHARD E. STRUTHERS

By:/s/ Richard E. Struthers
   --------------------------------

   --------------------------------
                (Title)

ROBERT F. SHAW, M.D., TTEE ROBERT FRANCIS SHAW 1990 TRUST

By:/s/ Robert F. Shaw, M.D.
   --------------------------------
                Trustee
   --------------------------------
                (Title)

32.

CLEARWATER VENTURES, L.P.

By:/s/ Donald W. Weeden
   --------------------------------
           General Partner
   --------------------------------
                (Title)

MR. WAYNE G. JOHNSON

By:/s/ Wayne Johnson
   --------------------------------

   --------------------------------
                (Title)

MOTETE CORPORATION

By:/s/ Gabriel de la Guardia
   --------------------------------
             President
   --------------------------------
                (Title)

MR. DOUGLAS H. STICKNEY AND KIMBERLY A. STICKNEY

By:/s/ Douglas Stickney
   --------------------------------

By:/s/ Kimberly A. Stickney
   --------------------------------

   --------------------------------
                (Title)

MR. FRANK W. MCBEE JR.

By:/s/ Frank W. McBee
   --------------------------------

   --------------------------------
                (Title)

33.

MR. JAYE F. DYER

By:/s/ Jaye F. Dyer
   --------------------------------

   --------------------------------
                (Title)

N. BUD GROSSMAN REVOCABLE TRUST, DTD 8/22/83

By:/s/ N. Bud Grossman
   --------------------------------
                Trustee
   --------------------------------
                (Title)

MS. BEVERLY N. GROSSMAN

By:/s/ Beverly N. Grossman
   --------------------------------

   --------------------------------
                (Title)

MR. KENNETH W. STICKNEY

By:/s/ Ken W. Stickney
   --------------------------------

   --------------------------------
                (Title)

MR. ALBERTO PEREZ

By:/s/ Alberto Perez
   --------------------------------

   --------------------------------
                (Title)

34.

MR. JAMES DODGE

By:/s/ James Dodge
   --------------------------------------------

   --------------------------------------------
                      (Title)

MS. SUZANNE KNELMAN

By:/s/ Suzanne Knelman
   --------------------------------------------

   --------------------------------------------
                      (Title)

BAXTER HEALTHCARE CORPORATION

By:/s/ Victor Schmitt
   --------------------------------------------
   President, Venture Management, Biotech Group

DR. HARRY B. GREENBERG

By:/s/ Harry Greenberg
   --------------------------------------------

   --------------------------------------------
                      (Title)

MR. STEVEN G. ROTHMEIER

By:/s/ Steven G. Rothmeier
   --------------------------------------------

   --------------------------------------------
                      (Title)

35.

MR. WAYNE MILLS

By:/s/ Wayne W. Mills
   ---------------------------------------

   ---------------------------------------
                      (Title)

MR. JEFF WERBALOWSKY

By:/s/ Jeffery Werbalowsky
   ---------------------------------------

   ---------------------------------------
                      (Title)

J. ROBERT COLEMAN & DIANE S. COLEMAN

By:/s/ Diane S. Coleman
   ---------------------------------------

By:/s/ J. Robert Coleman
   ---------------------------------------

   ---------------------------------------
                      (Title)

MR. NEIL N. LAPIDUS, C.P.A.

By:/s/ Neil Lapidus
   ---------------------------------------

   ---------------------------------------
                      (Title)

MS. ANNE F. HOLLORAN

By:/s/ Anne F. Holloran
   ---------------------------------------

   ---------------------------------------
                      (Title)

36.

CORAL PARTNERS II, A LIMITED PARTNERSHIP
By: Coral Partners IV, Limited Partnership, its general partner

By:/s/ Peter H. McNerney
   ---------------------------------------
                  General Partner
   ---------------------------------------
                      (Title)

CORAL PARTNERS IV, LIMITED PARTNERSHIP

By:/s/ Peter H. McNerney
   ---------------------------------------
                  General Partner
   ---------------------------------------
                      (Title)

PETER H. MCNERNEY

By:/s/ Peter H. McNerney
   ---------------------------------------

   ---------------------------------------
                      (Title)

YUVAL ALMOG

By:/s/ Yuval Almog
   ---------------------------------------

   ---------------------------------------
                      (Title)

MR. MARK C. HEADRICK

By:/s/ Mark C. Headrick
   ---------------------------------------

   ---------------------------------------
                      (Title)

37.

LINDA L. WATCHMAKER

By:/s/ Linda L. Watchmaker
   ---------------------------------------

   ---------------------------------------
                      (Title)

LUCAS, DONALD A. C/F MARY A. LUCAS UTMA CA 21

By:/s/ Donald A. Lucas
   ---------------------------------------
                     Custodian
   ---------------------------------------
                      (Title)

LUCAS, DONALD A. C/F JACK B. LUCAS UTMA CA UNTIL AGE 21

By:/s/ Donald A. Lucas
   ---------------------------------------
                     Custodian
   ---------------------------------------
                      (Title)

KEN PREMINGER

By:/s/ Ken Preminger
   ---------------------------------------

   ---------------------------------------
                      (Title)

HEARST, DAVID PAUL IRREVOCABLE TRUST, U/A 4/7/89

By:/s/ John E. Hearst
   ---------------------------------------
                      Trustee
   ---------------------------------------
                      (Title)

38.

HEARST, LESLIE JEAN IRREVOCABLE TRUST, U/A 4/7/89

By:/s/ John E. Hearst
   ---------------------------------------
                      Trustee

MR. JOHN E. HEARST

By:/s/ John E. Hearst
   ---------------------------------------

   ---------------------------------------
                      (Title)

MR. PETER HOWLEY

By:/s/ Peter Howley
   ---------------------------------------

   ---------------------------------------
                      (Title)

ANDREW L. CHASE OR LAURA A. CHASE, TTEES CHASE 1991 REVOCABLE TRUST, DTD
4/2/91

By:/s/ Andrew Chase
   ---------------------------------------

   ---------------------------------------
                      (Title)

ARNOLD N. SILVERMAN, TTEE SILVERMAN FAMILY TRUST DTD 6/22/88

By:/s/ Arnold N. Silverman
   ---------------------------------------
                     Truestee
   ---------------------------------------
                      (Title)

39.

CHASE 1991 REVOCABLE TRUST, DTD 4/2/91

By:/s/ Andrew Chase
   ---------------------------------------

   ---------------------------------------
                      (Title)

THIBODEAU, GEORGE M. C/F MICHAEL A. THIBODEAU UTMA CA 21

By:/s/ George M. Thibodeau
   ---------------------------------------
                     Custodian
   ---------------------------------------
                      (Title)

GC&H INVESTMENTS

By:/s/ Kenneth L. Guernsey
   ---------------------------------------
                 Executive Partner
   ---------------------------------------
                      (Title)

MR. JEFFREY L. WALKER

By:/s/ Jeffrey Walker
   ---------------------------------------

   ---------------------------------------
                      (Title)

THIBODEAU, GEORGE M., C/F ANN ALEANDRA THIBODEAU UTMA CA 21

By:/s/ George M. Thibodeau
   ---------------------------------------
                     Custodian
   ---------------------------------------
                      (Title)

40.

MS. LILY LIN

By:/s/ Lily Lin
   ---------------------------------------

   ---------------------------------------
                      (Title)

MR. HENRY RAPOPORT

By:/s/ Henry Rapoport
   ---------------------------------------

   ---------------------------------------
                      (Title)

MR. WALTER S. HUFF, JR.

By:/s/ Walter S. Huff
   ---------------------------------------

   ---------------------------------------
                      (Title)

LARRY G. GERDES IRREVOCABLE TRUST

By:/s/
   ---------------------------------------
                      Trustee
   ---------------------------------------
                      (Title)

GERDES HUFF INVESTMENTS

By:/s/ Larry Gerdes
   ---------------------------------------
                  General Partner
   ---------------------------------------
                      (Title)

41.

MR. LARRY G. GERDES

By:/s/ Larry Gerdes
   ---------------------------------------

   ---------------------------------------
                      (Title)

THE BC GROUP

By:/s/ Larry Gerdes
   ---------------------------------------
                       Agent
   ---------------------------------------
                      (Title)

HENRY STICKNEY, TRUSTEE OF THE STICKNEY FAMILY TRUST DTD 11/26/86

By:/s/ Henry E. Stickney
   ---------------------------------------
                      Trustee
   ---------------------------------------
                      (Title)

MR. B.J. CASSIN CONSERVATOR FOR ROBERT CASSIN

By:/s/ B. J. Cassin
   ---------------------------------------

   ---------------------------------------
                      (Title)

BRENDAN JOSEPH CASSIN AND ISABEL B. CASSIN, TRUSTEES OF THE CASSIN FAMILY TRUST U/D/T DATED JANUARY 31, 1996

By:/s/ B. J. Cassin
   ---------------------------------------
                      Trustee
   ---------------------------------------
                      (Title)

42.

MR. JOHN TESSMAN

By:/s/ John Tessman
   ---------------------------------------

   ---------------------------------------
                      (Title)

CASSIN FAMILY PARTNERS, A CALIFORNIA LIMITED PARTNERSHIP

By:/s/ B. J. Cassin
   ---------------------------------------
                  General Partner
   ---------------------------------------
                      (Title)

THE TRUSTEES OF THE WALLACE R. HAWLEY AND ALEXANDRA HAWLEY REVOCABLE
TRUST U/A/D 07/30/92

By:/s/ Wallace R. Hawley
   ---------------------------------------
                      Trustee
   ---------------------------------------
                      (Title)

JANICE STICKNEY

By:/s/ Janice L. Stickney
   ---------------------------------------

   ---------------------------------------
                      (Title)

MR. GREGORY VAUGHAN

By:/s/ Gregory Vaughan
   ---------------------------------------

   ---------------------------------------
                      (Title)

43.

STEPHEN F. BULLOCK, TTEE STEPHEN F. BULLOCK & LINDA BULLOCK TRUST, DTD
11/15/90

By:/s/ Stephen F. Bullock
   --------------------------------------------------
                      Trustee
   --------------------------------------------------
                      (Title)

MR. ROBERT A. COOLEY

By:/s/ Robert A. Cooley
   --------------------------------------------------

   --------------------------------------------------
                      (Title)

STANFORD UNIVERSITY

By:/s/ Carol Gilmer
   --------------------------------------------------
   Assistant Secretary, the Board of
   Trustees of the Leland Standford Junior University
   --------------------------------------------------
                      (Title)

MR. RAYMOND BINGHAM

By:/s/ Raymond Bingham
   --------------------------------------------------

   --------------------------------------------------
                      (Title)

MR. RONALD P. ANTIPA

By:/s/ Ronald P. Antipa
   --------------------------------------------------

   --------------------------------------------------
                      (Title)

44.

DELAPORTA PARTNERSHIP

By:/s/ Angelo Delaporta
   ---------------------------------------
                  General Partner
   ---------------------------------------
                      (Title)

ANGELO DELLAPORTA, TRUSTEE DELLAPORTA FAMILY TRUST, DTD 8/16/82

By:/s/ Angelo Dellaporta
   ---------------------------------------
                      Trustee
   ---------------------------------------
                      (Title)

By:/s/ Stephen Isaacs
   ---------------------------------------

   ---------------------------------------
                      (Title)

EXHIBIT 10.17

DEVELOPMENT, MANUFACTURING AND

MARKETING AGREEMENT

TABLE OF CONTENTS

                                                                         Page

1.         BACKGROUND......................................................1

2.         DEFINITION OF TERMS.............................................1

3.         COOPERATIVE DEVELOPMENT WORK....................................7
           3.1    Period; Objective........................................7
           3.2    Baxter Benchmarks........................................7
           3.3    Steritech Benchmarks.....................................7
           3.4    Project Committee........................................7
           3.5    Management Board.........................................7
           3.6    Review of Budget, Benchmarks, etc........................7
           3.7    Exchange of Information..................................8
           3.8    Expenditures.............................................8
           3.9    Payment Schedule.........................................8
           3.10   Testing and Regulatory Expenses..........................9
                  3.10.1 Testing Expenses..................................9
                  3.10.2 Regulatory Expenses...............................9
           3.11   Budget Contingencies.....................................9

           3.12   Reconciliation of Expenditures
                  Following Regulatory Approval...........................10
           3.13   Reconciliation of Expenditures
                  Prior to Regulatory Approval............................10
           3.14   Funding Contingency.....................................10

4.         MILESTONE PAYMENTS.............................................11

           4.1    General.................................................11
           4.2    Funding.................................................11

5.         SUPPLY OF STERITECH COMPOUND AND SYSTEM
           MANUFACTURING..................................................11
           5.1   Baxter Responsibilities..................................11
           5.2   Instrument Production....................................11
           5.3   System Specifications....................................11
           5.4   Steritech Specifications.................................11
           5.5   Source of Supply.........................................12
           5.6   Failure of Steritech to Meet Baxter Requirements........12
           5.7   Upgrades.................................................12

TABLE OF CONTENTS
(continued)

                                                                                                    Page
6.     MARKETING AND DISTRIBUTION RIGHTS: LOSS OR RETENTION
       OF EXCLUSIVE DISTRIBUTION RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
       6.1    Exclusive Right to Market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
       6.2    Sales Performance Requirements  . . . . . . . . . . . . . . . . . . . . . . . . . . .  12
       6.3    Meetings Concerning Marketing . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14

7.     REVENUE SHARING  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
       7.1    Revenue Sharing Payments  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  14
       7.2    Exception to Revenue Sharing Payments of 7.1  . . . . . . . . . . . . . . . . . . . .  14
       7.3    Adjustments to Revenue Sharing Payments . . . . . . . . . . . . . . . . . . . . . . .  15

8.     PATENTS, KNOW-HOW, LICENSE GRANTS  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
       8.1    Steritech Sole Ownership  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
       8.2    Baxter Sole Ownership . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
       8.3    Joint Patents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
       8.4    License to Baxter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  15
       8.5    Notice of Sole Rights . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
       8.6    Other Agreements  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
       8.7    Right of First Refusal  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
       8.8    Right of First Negotiation  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  16
       8.9    Additional Consideration  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
       8.10   Sublicenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17
       8.11   Regulatory Files  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  17

9.     PROSECUTION OF PATENT RIGHTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
       9.1    Steritech Patents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
       9.2    Baxter Patents  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
       9.3    Joint Patents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
       9.4    Prior Art; Review and Comment . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18
       9.5    Election Not to Pay Expenses  . . . . . . . . . . . . . . . . . . . . . . . . . . . .  18

10.    TRADEMARKS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
       10.1   Baxter Trademarks . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
       10.2   Steritech Trademarks  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

11.    COMPETITIVE ACTIVITY . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
       11.1   Restrictions on Steritech . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19
       11.2   Restriction on Baxter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .  19

TABLE OF CONTENTS
(continued)

                                                                           Page
12.        CONFIDENTIAL INFORMATION . . . . . . . . . . . . . . . . . . . . 19
           12.1 Confidentiality Agreement . . . . . . . . . . . . . . . . . 19
           12.2 Use of Consultants. . . . . . . . . . . . . . . . . . . . . 19

13.        CESSATION OF COOPERATIVE DEVELOPMENT WORK. . . . . . . . . . . . 20
           13.1 Cessation . . . . . . . . . . . . . . . . . . . . . . . . . 20
           13.2 Steritech Continuing Rights . . . . . . . . . . . . . . . . 20
           13.3 Baxter Continuing Rights. . . . . . . . . . . . . . . . . . 21

14.        REPORTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
           14.1 Quarterly Sales Reports . . . . . . . . . . . . . . . . . . 21

15.        BOOKS AND RECORDS. . . . . . . . . . . . . . . . . . . . . . . . 22
           15.1 Records . . . . . . . . . . . . . . . . . . . . . . . . . . 22
           15.2 Retention . . . . . . . . . . . . . . . . . . . . . . . . . 22
           15.3 Interest. . . . . . . . . . . . . . . . . . . . . . . . . . 22

16.        TERM . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23

17.        BREACH . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
           17.1 Material Breach . . . . . . . . . . . . . . . . . . . . . . 23
           17.2 Steritech Rights. . . . . . . . . . . . . . . . . . . . . . 23
           17.3 Baxter Rights . . . . . . . . . . . . . . . . . . . . . . . 23

18.        REPRESENTATIONS AND INDEMNITIES. . . . . . . . . . . . . . . . . 24
           18.1 Steritech Representations . . . . . . . . . . . . . . . . . 24
           18.2 Steritech Indemnification . . . . . . . . . . . . . . . . . 24
           18.3 Baxter Representations. . . . . . . . . . . . . . . . . . . 24
           18.4 Baxter Indemnification. . . . . . . . . . . . . . . . . . . 25

19.        INDEMNIFICATION, LIABILITY, INFRINGEMENT . . . . . . . . . . . . 25
           19.1 Defense of Third Party Infringement Suits . . . . . . . . . 25
           19.2 Third Party Patent Expenses . . . . . . . . . . . . . . . . 25
           19.3 Suits for Infringement by Others. . . . . . . . . . . . . . 25

20.        GENERAL. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
           20.1 Entire Agreement. . . . . . . . . . . . . . . . . . . . . . 26
           20.2 Relationship of Parties . . . . . . . . . . . . . . . . . . 26
           20.3 Senior Baxter Contact . . . . . . . . . . . . . . . . . . . 26

TABLE OF CONTENTS
(continued)

                                                                          Page

20.4        Senior Steritech Contact...................................... 26
20.5        Severability ................................................. 26
20.6        Force Majeure................................................. 27
20.7        Notices ...................................................... 27

20.8        Binding ...................................................... 27
20.9        Governing Law ................................................ 28
20.10       Venue ........................................................ 28

DEVELOPMENT, MANUFACTURING AND

MARKETING AGREEMENT

THIS AGREEMENT ("Agreement") between BAXTER HEALTHCARE CORPORATION, a Delaware corporation ("Baxter") with principal offices at One Baxter Parkway, Deerfield, Illinois 60015, and STERITECH, INC., a California corporation ("Steritech") with principal offices at 2525 Stanwell Drive, Concord, California 94520, is effective as of the tenth day of December, 1993 ("Effective Date").

1. BACKGROUND.

1.1 Steritech has substantial knowledge and expertise in the area of decontamination of pathogens in blood products using photoactive compounds. Baxter has substantial knowledge and expertise in the research, development, manufacture and distribution of healthcare products including those relating to the collection, preservation, processing, manipulation, storage and treatment of blood and blood components.

1.2 The parties are interested in the development and commercialization of products and/or systems which provide a customer with instrumentation, disposables and photoactive compounds for use in the inactivation of pathogens in human platelet concentrate.

1.3 Concurrently with the execution and delivery of this Agreement, Baxter is executing and delivering a Stock Purchase Agreement dated the date of this Agreement with respect to the purchase of Series C Preferred Stock of Steritech for a purchase price of $1,000,000.

2. DEFINITION OF TERMS.

The words appearing in capitalized form throughout this Agreement shall have the meanings assigned to them in this Section 2.

ADDITIONAL COST OF GOODS shall mean that portion of the Cost of Goods as (defined below) that exceeds the Anticipated Cost of Goods (defined below).

ANTICIPATED COST OF GOODS shall mean [*] for Baxter's Cost of Goods for the Inactivation Package and [*] for Steritech's Cost of Goods for the Steritech Compound.

BAXTER shall mean Baxter Healthcare Corporation and its affiliates, including, but not limited to, divisions and subsidiaries, and also including its parent company, Baxter

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International Inc. and its affiliates, including, but not limited to, divisions and subsidiaries. A company shall be considered an affiliate if it is at least forty percent (40%) owned or controlled by Baxter Healthcare Corporation or Baxter International Inc.

BAXTER BENCHMARKS shall mean the accomplishments set forth on Schedule A of this Agreement, to be accomplished by Baxter.

BAXTER KNOW-HOW shall mean unpatented inventions, data, processes, compositions, techniques and other technical information proprietary to Baxter relating to the Field and the System including, methods for manufacture or use of a System or portion thereof.

BAXTER PATENTS shall mean all United States and foreign patent applications and patents that relate to the Field and have claims reading on a System or portion thereof or methods for manufacture or use thereof, owned by Baxter or licensed to Baxter with the right to sublicense and claiming an invention conceived solely by employees and/or agents and/or licensors of Baxter both prior to the Effective Date and during the term of this Agreement pursuant to the Cooperative Development Work, including any continuations, divisions, reissues, re-examinations and all foreign counterparts thereof.

BAXTER LICENSED KNOW-HOW shall mean all Baxter Know-How in existence as of the Effective Date or created or acquired during the term of the Cooperative Development Work, but not after December 31, 1998 unless such Know-How is used in a System that is sold pursuant to this Agreement or the parties shall otherwise agree in writing.

BAXTER LICENSED PATENTS shall mean all Baxter Patents in existence as of the Effective Date of this Agreement or created and reduced to practice or acquired during the term of the Cooperative Development Work, but not after December 31, 1998 unless such Patent is used in a System that is sold under this Agreement or the parties shall otherwise agree in writing.

BENCHMARKS shall mean Steritech Benchmarks and Baxter Benchmarks.

BULK FORM shall mean Steritech Compounds which are not packaged in single dosage final form.

COOPERATIVE DEVELOPMENT WORK shall mean the Cooperative Development Work described at Section 3 herein.

COST OF GOODS for any item shall mean the [*], as determined by generally accepted cost accounting procedures, except that such costs shall not include [*] or other allocations which are not

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directly related to [*] and shall not include [*].

EUROPE shall mean Austria, the Benelux countries, Denmark, Finland, France, Germany, Ireland, Italy, Norway, Spain, Sweden, Switzerland, and the United Kingdom.

FDA shall mean the United States Food and Drug Administration.

THE FIELD shall mean the [*] for transfusion in [*]-specific (but not
[*]) inactivation systems.

INACTIVATION PACKAGE shall mean the package containing the psoralen as well as the delivery system.

INITIAL BUDGET shall mean the budget attached as Schedule B hereto.

INSTRUMENT shall mean the instrument to be developed under the Cooperative Development Work that will provide illumination as required for photochemical inactivation and may include associated data tracking systems.

INTERCONTINENTAL shall mean any country not included in the definition of [*] and [*] and excluding [*].

JOINT PATENTS shall mean all United States and foreign patent applications and patents claiming an invention conceived jointly by employees and/or agents of both Steritech and Baxter, including any continuations, divisions, reissues, re-examinations and all foreign counterparts thereof. A schedule listing such applications and patents shall be appended to this Agreement during its term and amended from time to time. Ownership of an invention shall conclusively be considered "joint" when one or more employees or agents from Baxter and one or more employees or agents from Steritech must be indicated as co-inventors under United States patent laws on a patent application for the invention. As of the Effective Date, no Joint Patents exist.

MANAGEMENT BOARD shall mean the Management Board created pursuant to
Section 3.5 hereof.

MARKET LAUNCH of the System in a given country is deemed to be the earlier of (1) the date of first commercial sale following Regulatory Approval for sale of the System in that particular country or (2) the ninetieth (90th) day following Regulatory Approval for commercial sale of that System in that country.

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NET SALES shall mean

(a) in the case the inactivation Package is sold as a stand-alone item, the amount invoiced by Baxter and Baxter affiliates for sales, leases, or licenses of Inactivation Packages, less credits or allowances, if any, for rejections or returns, customary trade discounts actually given, less customs and duties paid; less separately invoiced and actually incurred taxes and other governmental charges that are imposed directly on or measured by the sale, transfer, transportation, delivery or use of an Inactivation Package; and less freight on shipment from Baxter to end users, and

(b) In the case in which the Inactivation Package is sold as an integral part of a set with other collection and/or storage items, the Value Added attributable to the Inactivation Package multiplied by the number of such sets shipped to third parties by Baxter and Baxter affiliates. The Value Added shall mean the amount by which the addition of the Inactivation Package to such set increases the price of such set to ultimate purchasers or users in comparison to a set that does not contain such inactivation package.

For the purpose of clause (a) of this definition:

(i) Any Inactivation Package [*] products for whatever reason, including a special promotional offer, or other than a bona fide arms length transaction exclusively for money, or upon any use of such Inactivation Package for purposes which do not result in a disposal of such products in consideration of sales revenue customary of use, such sale or other disposal or use shall be (unless the parties agree otherwise) deemed to constitute a sale at the then current average selling price for Inactivation Packages. (ii) In the case of sales by Baxter to a distributor, the Net Sales shall be computed on the distributor's invoice price to the ultimate purchaser or user. In the event that Baxter is not able to determine the price charged by a distributor to the ultimate purchaser or user, such price shall be the recommended price which Baxter in its sole discretion recommends the distributor to charge to its end customers (which may vary from territory to territory).

In computing Net Sales of Inactivation Packages, no deduction from invoice price or Value Added shall be made with respect to the costs of the Instruments or with respect to any rental surcharge for Instruments. In the event that the ultimate purchaser or end user is assessed a charge on a per-inactivation or other usage basis, the amount of such charge shall be included in Net Sales.

NORTH AMERICA shall mean the United States and Canada.

PATENT ROYALTY PAYMENT means a patent royalty payment made to a third party for manufacture, use or sale of a System or portion thereof.

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PREMIUM shall mean the Net Sales price minus Additional Cost of Goods.

PRODUCT MARKET in a given country shall mean the anticipated annual market (expressed in number of Inactivation Packages) for Baxter systems for decontamination of platelets in such country as determined by Baxter reasonably and in good faith at the time of Regulatory Approval in such country, provided that for each country in North America and Europe such market shall be not less than the [*] in that country. Baxter shall notify Steritech of such determination within sixty days after Regulatory Approval in such country.

PROJECT COMMITTEE shall mean a committee consisting of two (2) representatives from each party whose purpose is to oversee, coordinate and manage the Cooperative Development Work to ensure that a coordinated plan exists to take the System from conception through to commercialization. Each party will nominate one of its representatives on the Project Committee as the party's "Leader," subject to approval by the other party.

PROOF OF PRINCIPLES shall mean that tests have been conducted demonstrating to Baxter's scientific satisfaction the inactivation of pathogens and a reasonable level of preservation of cellular or protein function.

REGULATORY APPROVAL shall mean (1) in the United States, approval from the FDA for marketing and promotion of the System, or (2) outside of the United States, an analogous order by a non-U.S. governmental agency which requires regulatory approval prior to marketing and promotion of a System in such non-U.S. country.

REVENUE SHARING FORMULA shall mean the relative percentage interest of Baxter and Steritech as set forth in Section 7 hereof.

REVENUE SHARING PAYMENTS shall mean the payments that Steritech is entitled to receive pursuant to Section 7.

SPECIFICATIONS FOR STERITECH COMPOUND shall mean the performance, cost, quality and reliability requirements which the Project Committee and Management Board agree must be met by a Steritech Compound for such Steritech Compound to be acceptable for commercial implementation under Section 5.3. The Project Committee and Management Board shall prepare written specifications for Steritech Compound. Such specifications shall include a provision that Steritech Compound be made according to Good Manufacturing Practices in a facility licensed by the FDA or (if Steritech shall elect to manufacture Steritech Compound outside the United States) other applicable regulatory authority.

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STERITECH shall mean Steritech, Inc., a company organized under the laws of California and its affiliates, including, but not limited to, divisions and subsidiaries. A company shall be considered an affiliate if it is at least forty percent (40%) owned or controlled by Steritech.

STERITECH COMPOUND shall mean any and all psoralen compounds, developed by, licensed to, acquired by or otherwise commercially accessible to Steritech prior to the Effective Date or in the course of the Cooperative Development Work but does not include the psoralen compound that at this time is designated by Steritech as [*].

STERITECH KNOW-HOW shall mean unpatented inventions, data, processes, compositions, techniques and other technical information relating to the Field proprietary to Steritech relating to the System, including methods for manufacture or use of, Steritech Compounds and Systems or portions thereof.

STERITECH LICENSED KNOW-HOW shall mean all Steritech Know-How in existence as of the Effective Date or created or acquired during the term of the Cooperative Development Work, but not after December 31, 1998 unless the parties shall otherwise agree in writing.

STERITECH PATENTS shall mean all United States and foreign patent applications and patents relating to the Field having claims reading on Steritech Compounds or compositions or formulations thereof, or otherwise reading on a System or portion thereof, or methods for manufacture or use of such System or Steritech Compound owned by or licensed to Steritech and claiming an invention conceived solely by employees and/or licensors, agents of Steritech, prior to the Effective Date, or during the term of Cooperative Development Work, including any continuations, divisions, reissues, re-examinations and foreign counterparts thereof. Steritech Patents in existence as of the Effective Date are listed in the Attached Schedule B. Schedule B shall be amended from time to time to include Steritech Patents as to applications filed and patents issued during the term of this Agreement and forthwith provided to Baxter.

STERITECH LICENSED PATENTS shall mean all Steritech Patents in existence as of the effective date of this Agreement or created and reduced to practice or acquired during the term of the Cooperative Development Work, but not after December 31, 1998 unless the parties shall otherwise agree in writing.

STERITECH MILESTONES shall mean the accomplishments set forth in
Section 4.0 of this Agreement, to be accomplished by Steritech.

SYSTEM shall mean a product developed pursuant to the Cooperative Development Work for use in the Field, incorporating the [*]

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[*] and also incorporating or employing one or more Steritech Compounds.

SYSTEM SPECIFICATIONS shall mean the performance, cost, quality and reliability requirements as the Project Committee and Management Board agree must be met by a System in order for the System to be acceptable for marketing and distribution hereunder.

3. COOPERATIVE DEVELOPMENT WORK.

3.1 PERIOD; OBJECTIVE. From the Effective Date until the date the System obtains Regulatory Approval in the United States, Europe (C.E. Mark) and Japan, Baxter and Steritech shall work together to develop and obtain Regulatory Approval of a System for use in the Field ("Cooperative Development Work").

3.2 BAXTER BENCHMARKS. Baxter shall develop the Instrument and disposables for the System and attempt to achieve the Baxter Benchmarks by the dates set forth for each Benchmark on Schedule A.

3.3 STERITECH BENCHMARKS. Steritech shall attempt to achieve the Steritech Benchmarks by the dates set forth for each Benchmark on Schedule C.

3.4 PROJECT COMMITTEE. Steritech and Baxter will appoint a Project Committee under the definition of such term in Article 2. The Project Committee will meet at mutually acceptable times to review the Cooperative Development Work.

3.5 MANAGEMENT BOARD. Steritech and Baxter will appoint a six (6) person Management Board consisting of two (2) senior executives designated by each company and each company's Leader from the Project Committee. The purpose of the Management Board will be to facilitate the overall relationship of the parties under this Agreement. System Specifications recommended by the Project Committee shall not be deemed finalized until they are unanimously approved by the Management Board. The Management Board shall meet from time to time as appropriate, but no less frequently than two (2) times during each calendar year, which meetings shall be in June and December, alternating between the offices of the parties, unless the parties shall agree otherwise. The Management Board shall review expenditures at least once during each calendar year. All decisions of the Management Board shall be made by unanimous vote, with Baxter and Steritech each having one vote regardless of the number of representatives attending any meeting, in good faith, and considering the interests of both parties.

3.6 REVIEW OF BUDGET, BENCHMARKS, ETC. The Benchmarks, budget and a timetable will be reviewed by the Project Committee and Management Board from time to time during the Cooperative Development Work with the intent that the parties move

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expeditiously and effectively toward commercialization of the System. The Initial Budget is attached hereto as Schedule D and is deemed approved by the Management Board. No revision shall be made to the budget without unanimous approval of the Management Board.

3.7 EXCHANGE OF INFORMATION. During the term of the Cooperative Development Work, the parties shall exchange all information developed pursuant to the Cooperative Development Work including the exchange of Baxter Know-How and Steritech Know-How relating to the Field. The exchange shall occur pursuant to Section 12.

3.8 EXPENDITURES. It is a principal goal of the parties that Baxter and Steritech make approximately the same financial contribution to the Cooperative Development Work.

3.8.1 Each party shall maintain detailed records which accurately identify costs and expenses incurred and paid in connection with the Cooperative Development Work. Each party shall submit this information to the Management Board as of the 15th day of November or May for the prior six (6) months along with an estimate of expenses to be incurred during the current six months. Expenses internally generated because tasks are performed by a party's own staff will be accounted for based upon actual employee salaries and fringe benefits and variable expenses and directly applicable overhead allocations, however, for Baxter expenses will include, to the extent applicable, any internal corporate charge-backs. Only the reported actual cash outlays and expenses which are previously unanimously approved by the Management Board as part of the budget established and approved under Section 3.6 shall be considered as actual cash outlays and expenses incurred by the parties in connection with the Cooperative Development Work.

3.8.2 Each party will be responsible for all costs with respect to participation of its own staff on the Management Board and the Project Committee during the Cooperative Development Work, including travel expenses for meetings and participation on the Management Board or Project Committee. The goal of equality in expenditures shall be disregarded with respect to these costs, and these costs shall not be subject to cost sharing.

3.9 PAYMENT SCHEDULE.

3.9.1 On December 13, 1993, Baxter will make a payment of [*] to Steritech in consideration of the rights given under this Agreement to Baxter to Steritech Patents and Steritech Know-How. Additionally, on December 13, 1993, Baxter will also make to Steritech a research and development payment for future developments in the amount of [*].

                               January                    July

1994                                                      [*]
1995                           [*]                        [*]
1996                           [*]                        [*]
1997                           [*]                        [*]

3.9.3 With respect to the payments under Section 3.9.2, at any time there are delays in achievement of any Benchmark that justify a deferral of funding of amounts that were budgeted for prepayment of outside contract expenses for the next six month period (see Schedule E attached), Baxter may defer such payment with respect to such outside expenses (but not with respect to Steritech budgeted internal expenses) until such Benchmark is reached or the Management Board determines that progress is otherwise satisfactory.

3.9.4 Unless otherwise agreed between the parties, all development payments under Section 3.9 and all Steritech Milestone payments under Article 4.0 hereof shall be paid on or before the due date by wire transfer to the bank account of Steritech specified in writing by Steritech to Baxter.

3.10 TESTING AND REGULATORY EXPENSES.

3.10.1 TESTING EXPENSES. Expenses incurred in connection with any testing whose primary function is marketing of the System, rather than for developing or obtaining Regulatory Approval of the System, shall be borne solely by Baxter and shall not be considered expenses subject to cost sharing.

3.10.2 REGULATORY EXPENSES. The Management Board shall determine the countries in which Regulatory Approval will be sought and the timing of seeking such Regulatory Approval. All expenses incurred to obtain Regulatory Approval will be paid by the parties pursuant to the Cooperative Development Work budget.

3.11 BUDGET CONTINGENCIES. If a Benchmark is not completed within the budget for such Benchmark, upon the recommendation of the Project Committee, and subject to the approval of the Management Board, the Management Board shall set a new budget for completion of such Benchmark. Unless the Management Committee shall determine otherwise, Steritech and Baxter will each fund one-half of the amount needed to complete such Benchmark. Steritech shall not be obligated to fund more than [*] dollars in the aggregate under this Agreement. To the extent that budget

*[Confidential Treatment Requested]

over-runs could obligate Steritech to spend more than [*] dollars, the Management Committee can modify the time lines and budget items to allow Baxter, if it desires, to fund budget over-runs that would obligate Steritech to spend more than [*] dollars. To the extent Baxter pays more than Steritech in budget over-runs, Baxter can recoup 50% of the difference ("Excess Payment") plus its cost of debt capital plus [*] per annum (collectively not to exceed [*]) for the Excess Payment from the Revenue Sharing Payments due Steritech.

3.12 RECONCILIATION OF EXPENDITURES FOLLOWING REGULATORY APPROVAL. Within sixty (60) days following Regulatory Approval in the United States, the Management Board will determine whether the actual cash outlays and expenses incurred by Steritech and Baxter and approved by the Management Board up to such Regulatory Approval are equal. If they are not equal, the party incurring fewer expenses shall make a cash payment to the other party equal to one-half (1/2) the difference between the parties' expenses up to such Regulatory Approval, except to the extent that the Management Board shall previously have determined that particular expenses shall be borne in a different ratio. The payment shall be made in cash within sixty (60) days following the determination by the Management Board.

3.13 RECONCILIATION OF EXPENDITURES PRIOR TO REGULATORY APPROVAL. If the parties jointly decide that they will both cease Cooperative Development Work prior to Regulatory Approval in the United States, then within sixty (60) days following the joint decision, the Management Board will determine whether the actual cash outlays and expenses incurred by Steritech and Baxter and approved by the Management Board up to the date of such decision for the System are equal. If they are not equal, the party incurring fewer expenses shall make a cash payment to the other party equal to one-half (1/2) the difference between the parties' expenses up to that date, except to the extent that the Management Board shall previously have determined that particular expenses shall be borne in a different ratio. The payment shall be made in cash within sixty (60) days following the determination by the Management Board.

3.14 FUNDING CONTINGENCY. Subject to the rights of Baxter under
Section 13 and Section 17 hereof, if Steritech anticipates that for any reason it will be unable to reasonably provide its share of the development funding for any period, and shall provide to Baxter ninety (90) days written notice of such anticipated funding shortfall, Baxter may, at its sole discretion, provide to Steritech amounts sufficient to bridge such funding shortfall. To the extent such payment shortfall is not otherwise reconciled as provided in this Agreement, Baxter will be entitled to recoup such amounts plus Baxter's cost of debt capital plus [*] percent per annum (collectively not to exceed [*]) by deducting Revenue Sharing Payments otherwise due to Steritech in each calendar quarter until such amounts and interest have been recouped.

*[Confidential Treatment Requested]

4. MILESTONE PAYMENTS.

4.1 GENERAL. In furtherance of the research and development efforts conducted by Steritech with respect to the System, Baxter shall make the payments to Steritech specified below. These payments are to be used solely for the development of the System.

4.2 FUNDING. Baxter shall make the following payments to Steritech during the term of the Agreement:

[*]                    Milestone and budget agreement (Previously paid)
[*]                    On December 13, 1993
[*]                    Upon IND toxicology initiation (Milestone A)
[*]                    Upon initiation of Phase I Clinical Trials (Milestone B)
[*]                    Upon initiation of Phase II Clinical Trials (Milestone C)

These payments shall not be subject to cost sharing.

Baxter shall pay Steritech [*] on December 13, 1993 to fund the achievement of Milestone A, as set forth above. Thereafter, Baxter shall make payments to Steritech to fund the achievement of additional research steps: [*] toward the achievement of Milestone B, payable upon completion of Milestone A,
[*] toward the achievement of Milestone C, payable upon completion of Milestone B, and [*] toward the achievement of additional research efforts upon completion of Milestone C.

5. SUPPLY OF STERITECH COMPOUND AND SYSTEM MANUFACTURING.

5.1 BAXTER RESPONSIBILITIES. Subject to this Section 5, all aspects of and costs related to scale-up, production, marketing and distribution of the System, but not including the compound, shall be the responsibility of Baxter.

5.2 INSTRUMENT PRODUCTION. Baxter shall, at its own expense, tool and scale up the production model of the Instrument. Baxter shall be responsible for production and manufacture of the Instrument and associated software of the System.

5.3 SYSTEM SPECIFICATIONS. Baxter's manufacture of each System shall be in accordance with Systems Specifications as finally approved in writing by the Project Committee and Management Board. Any change in Systems Specifications must be approved in writing by the Management Board.

5.4 STERITECH SPECIFICATIONS. Steritech shall supply Steritech Compounds in Bulk Form to Baxter to be used as a component of a System and Baxter shall obtain Steritech Compounds to meet its requirements of photoactive compounds for use in the

*[Confidential Treatment Requested]

Field from Steritech. Steritech Compounds shall meet the Specifications for Steritech Compounds as finally approved in writing by the Project Committee and Management Board. Any change in specifications for Steritech Compounds must be approved in writing by the Management Board.

5.5 SOURCE OF SUPPLY. In the event Baxter recommends that Steritech change Steritech's source of raw materials or Steritech Compound because of actual or anticipated irregularity of supply, or failure to meet specifications and a viable alternative source of supply is available, Steritech will support Baxter in Steritech's obtaining such alternate source to the extent commercially reasonable.

5.6 FAILURE OF STERITECH TO MEET BAXTER REQUIREMENTS. In the event that Steritech cannot meet Baxter's requirements for Steritech Compound, Baxter shall be free to obtain Steritech Compound from a third party. Steritech agrees to provide to the third party that Baxter selects with the necessary information and Steritech Know-How to allow the third party to make the Steritech Compound. The monies Baxter expends in obtaining Steritech Compound from a third party shall be reimbursed to Baxter and therefore treated as an Additional Cost of Goods to Baxter.

5.7 UPGRADES. During the term of this Agreement, Steritech will cooperate with Baxter in making adjustments to the System to meet changing market needs, provided such activities do not require material expense on the part of Steritech, such as initiation of new toxicology or clinical trials.

6. MARKETING AND DISTRIBUTION RIGHTS: LOSS OR RETENTION OF EXCLUSIVE DISTRIBUTION RIGHTS.

6.1 EXCLUSIVE RIGHT TO MARKET. Baxter shall have the exclusive right to and shall market and distribute the System directly through its distributors throughout the world pursuant to the terms of this Agreement.

6.2 SALES PERFORMANCE REQUIREMENTS.

6.2.1 For the purpose of determining whether Baxter may retain exclusive distribution rights to each System in a country, Baxter's sales performance shall be evaluated annually over a twelve (12) month period on a country-by-country basis commencing with the twelve (12) month period beginning on the first day of the first calendar quarter following the third anniversary of the Market Launch of a System in a Country ("Evaluation Period").

6.2.2 In order to retain exclusive distribution rights to the System in a given country, the number of Inactivation Packages sold by Baxter in that country during the

Evaluation Period must represent for the first year of the Evaluation Period [*] of the Product Market, for the second year of the Evaluation Period [*] of the Product Market and for every year after the second year of the Evaluation Period
[*] of the Product Market, except for countries that fall within the definition of Intercontinental where Baxter's obligations shall be only [*] of Product Market for the first year of the Evaluation Period, [*] of Product Market for the second year of the Evaluation Period, and [*] of Product Market for every year thereafter. These percentages assume that during such period there are not competitive systems in the country that represent at least [*], [*] for an Intercontinental country, of the Product Market. If there are competitive systems in such country and the competitive system(s) represent at least [*] for
[*] or [*] for an Intercontinental country, of the anticipated share of the Product Market then Baxter is obligated only to sell an amount that is equal to the [*] . If more than one competitive system exists in a country then Baxter's obligations are reduced by the [*].

6.2.3 Within ninety (90) days following each Evaluation Period, Baxter shall provide Steritech with a written report in sufficient detail to facilitate Steritech's evaluation of whether Baxter's sales comply with the performance criteria in Section 6.2.2. Baxter shall permit an independent certified public accountant designated by Steritech and approved by Baxter to audit Baxter's records solely for the purpose of verifying the accuracy of Baxter's reports, provided such accountant agrees to execute a confidentiality agreement reasonably satisfactory to Baxter. The cost of such audit shall be the sole expense of Steritech unless Baxter's report differs from the accountant's report in Baxter's favor by ten percent (10%) or more, in which case, Baxter shall pay the entire expense of such audit.

6.2.4 If Baxter fails to meet the criteria set forth in Section 6.2.2 in a particular country, on ninety (90) days written notice to Baxter, Steritech may convert Baxter's exclusive distribution rights with respect to that System in that country to non-exclusive distribution rights for that System in that country. In such event, Baxter hereby grants Steritech a non-exclusive license bearing a royalty of [*] of Steritech's Net Sales, under Baxter Patents and Know-How to make, have made and use, and sell Systems in the Field in such country terminating upon expiration of the last to expire of the Baxter Patents. Upon Steritech's request, Baxter shall, if it has the present capability, manufacture or have manufactured and sell Systems and/or components thereof to Steritech at a price equal to [*] of Baxter's actual fully loaded cost of goods. Steritech shall not have the right to distribute Systems through a third party manufacturer or distributor of blood packs or automated blood collection systems unless specific approval from Baxter is obtained.

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6.2.5 FAILURE TO MARKET. In addition to the rights set forth in
Section 6.2.3 above, in the event that, following Regulatory Approval in a country, Baxter shall not undertake, or shall cease, active marketing and distribution of the System in a country for a period of 12 months Steritech may by notice to Baxter market and distribute, on a non-exclusive basis, Systems in that country and Steritech shall have a royalty-free license with respect to Baxter's Patents and Know-How to make, have made and use, and sell Systems in such country. Steritech shall not have the right to distribute Systems through a third party manufacturer or distributor of blood packs or automated blood collection systems unless specific approval from Baxter is obtained.

6.2.6 Notwithstanding the provisions of Sections 6.2.1 through 6.2.6, the parties agree that Steritech's right to convert Baxter's rights shall be suspended if any failure of Baxter to meet the criteria set forth in
Section 6.2.2-6 during any Evaluation Period results from recall or withdrawal of government approval or a delay in manufacturing or sales beyond the reasonable control and occurring without the fault of Baxter, as a result of which it would be commercially infeasible for any entity to achieve the requirements of Section 6.2.2-6. This right shall be suspended only for the duration of the event that precluded Baxter from meeting the Section 6.2.2-6 criteria.

6.3 MEETINGS CONCERNING MARKETING. During those periods when Baxter is the exclusive distributor of the System in a Region, the parties will meet from time to time to discuss marketing strategies in order to optimize customer acceptance and effective promotion of the System. All final decisions regarding System marketing, distribution and pricing shall be made by Baxter. However, Baxter will consult with Steritech prior to any pricing decision that will cause the Premium to be less than [*].

7. REVENUE SHARING.

7.1 REVENUE SHARING PAYMENTS. In consideration of the Cooperative Development Work to be undertaken and other obligations set forth herein, the parties agree to share Net Sales, as follows: Subject to the provisions of Sections 7.2, 13, and 17, no later than forty-five (45) days after the first and all subsequent calendar quarters following the Market Launch of the System, Baxter shall pay to Steritech a sum equal to [*] of the Premium during such calendar quarter ("Revenue Sharing Payments"). The Revenue Sharing Payments due and payable hereunder shall be computed for each calendar quarter in the currency in which the sale was made, but shall be definitively discharged by payment to Steritech at Concord, California in U.S. dollars converted from such currency using the closing spot exchange rate between the two currencies quoted in the Wall Street Journal (or, if not available, such other mutually agreeable financial publication of international circulation) in effect on the last business day of the calendar quarter to which the payment relates.

7.2 EXCEPTION TO REVENUE SHARING PAYMENTS OF 7.1. If the Premium for the Inactivation Package is [*], then Steritech shall receive as its sole Revenue

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Sharing Payment [*] for each Inactivation Package sold at that Premium. If the Premium for the Inactivation Package is [*], then Steritech shall receive [*] of the Premium for each Inactivation Package sold at that Premium. In no event shall Steritech receive less than [*] per Inactivation Package sold or more than
[*] for each Inactivation Package sold, unless the United States consumer price index (CPI) in any year exceeds the 1993 CPI by [*] or more in which case the
[*] figure shall increase [*] for each [*] above the 1993 CPI.

7.3 ADJUSTMENTS TO REVENUE SHARING PAYMENTS. To the extent that Baxter's or Steritech's Cost of Goods exceeds the Anticipated Cost of Goods, the Additional Cost of Goods per Inactivation Package will be provided to the appropriate party and deducted from Net Sales to determine the Premium.

8. PATENTS, KNOW-HOW, LICENSE GRANTS.

8.1 STERITECH SOLE OWNERSHIP. Steritech shall own all Steritech Patents and Steritech Know-How.

8.2 BAXTER SOLE OWNERSHIP. Baxter shall own all Baxter Patents and Baxter Know-How.

8.3 JOINT PATENTS. Steritech and Baxter shall jointly own all Joint Patents, provided that either party that shall exploit a Joint Patent outside the Field shall pay to the other party a reasonable royalty of [*] of Net Sales unless the Management Committee sets a different royalty rate with respect to such exploitation. Joint Patents within the Field may be exploited by either party only through the development, manufacture and sale of Systems under and in accordance with the terms of this Agreement.

8.4 LICENSE TO BAXTER. Subject to the terms and conditions of this Agreement, for Systems whose manufacture, use or sale is covered by a claim of a Steritech Licensed Patent, or which use Steritech Licensed Know-How, Steritech hereby grants Baxter an exclusive, paid-up, royalty free (except as provided herein) license under Steritech Licensed Patents and Steritech Licensed Know-How to make, have made, and use, sell or have sold such Systems, solely with Inactivation Packages pursuant to this Agreement worldwide, solely for use in the Field. Notwithstanding the foregoing, for any period or country where such
- -marketing rights become nonexclusive pursuant to the Agreement, such license shall automatically become nonexclusive for such period or in that country. Except as set forth in Section 5.6, and 17.3, such license shall exclude the right to make and have made Steritech Compounds. As to Steritech Compounds, such license shall be limited to the Steritech Compound that is selected by the Management Board to proceed with clinical trials and that is incorporated in the System that receives Regulatory Approval, provided that if for technical or other reasons the Management Board substitutes another Steritech Compound in such process, such license shall cover such substituted Steritech Compound. Notwithstanding anything in this Section or elsewhere

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in this Agreement, Baxter shall not have any license or distribution rights in or to any Steritech Patent or Steritech Know-How to the extent relating to (a) the inactivation of Bacteria, viruses, parasites or other pathogens through use of compounds other than psoralens, or (b) the [*] inactivation system development at Steritech as further described on Schedule hereto, (c) synthetic media, or (d) use outside the Field.

8.5 NOTICE OF SOLE RIGHTS. After the Effective Date of this Agreement, a party asserting sole ownership of any patent rights or know-how in the Field developed pursuant to the Cooperative Development Work shall provide reasonable notice to the Management Board of its intention to seek patent protection or to assert proprietary interest in such know-how. The Management Board shall have the right to a reasonable opportunity to review and comment on such assertions prior to patent applications being filed.

8.6 OTHER AGREEMENTS. Steritech shall not terminate, alter or amend the terms of the following agreements in a manner that would limit Steritech's or Baxter's rights under this Agreement without the prior written approval of Baxter: the Technology Transfer Agreement and the License Agreement between Steritech and HRI Research, Inc. each dated December 13, 1991.

Baxter shall respond within thirty (30) days of receipt of written proposed changes to such agreements. Baxter's approval of proposed changes shall not be unreasonably withheld.

8.7 RIGHT OF FIRST REFUSAL. Steritech hereby grants Baxter a right of first refusal with respect to a development, manufacturing and marketing agreement for any technology Steritech, its employees, or agents may develop during the term of the Cooperative Development Work relating to [*]. Steritech and Baxter shall negotiate in good faith for an exclusive license to any such Technology. If the parties fail to reach agreement with respect to any such Technology, Steritech may solicit other offers and engage in negotiations with third parties with respect to that specific Technology. However, prior to concluding any such Agreement with any third party, Steritech must offer Baxter the option to accept the proposed Agreement with respect to the Technology on the terms agreed to with the third party. If not accepted in forty-five (45) days of such offer in writing by Baxter, Steritech will be free to enter into an agreement with the third party on such terms. This right of first refusal shall expire if Baxter breaches this Agreement and does not cure the breach pursuant to Section 17 or if Baxter unilaterally ceases development work pursuant to
Section 13. 1.

8.8 RIGHT OF FIRST NEGOTIATION. In the event that Steritech, during the term of the Cooperative Development Work, determines to pursue a corporate partnership arrangement for the development, manufacturing and distribution of a system (other than a system based on [*] for [*]

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[*], Steritech will notify Baxter in writing. Baxter will promptly notify Steritech (in no event later than 30 days after Steritech's notice) whether Baxter intends to enter negotiations for such an agreement. If so, Baxter will have the exclusive right, for a period of 120 days from the date of Steritech's notice, to negotiate with Steritech for the right to fund development of, and to manufacture and distribute such system.

In the event that Baxter and Steritech do not enter into a definitive written agreement within such period, Baxter will provide to Steritech prior to the end of such period a precise definitive written statement of terms on which Baxter is willing to enter such an agreement (the "Baxter Terms"). The Baxter Terms shall include up-front payments, development funding, revenue sharing and any other material terms. Steritech may thereafter negotiate with third parties for the development, manufacturing and marketing of the system. Steritech may not, however, enter into such an agreement with any third party on terms ("Third Party Terms") which, taken as a whole, are more favorable to the third party than the Baxter Terms unless Steritech shall have first presented to Baxter such Third Party Terms, or the form of definitive agreement with the third party incorporating the Third Party Terms, and Baxter shall not have given to Steritech Baxter's unqualified commitment in writing to such Third Party Terms or definitive agreement, as the case may be, within thirty days thereafter. Third Party Terms shall not be considered more favorable than the Baxter Terms if they afford an equal or lower net present value (based on reasonable projections) or materially lesser rights to the third party than the Baxter Terms. This right of first negotiation shall expire if Baxter breaches this Agreement and does not cure the breach pursuant to Section 17 or unilaterally ceases the development work pursuant to Section 13. 1.

8.9 ADDITIONAL CONSIDERATION. In consideration of the Rights of First Refusal and Negotiation, Baxter will pay Steritech [*] upon Steritech providing Baxter with Proof of Principles of a red blood cell inactivation system on or after January 1, 1995. Should the parties not enter into a development, manufacturing, and marketing agreement with respect to such red blood cell inactivation system, Steritech will refund the [*] payment to Baxter within 120 days after written request by Baxter.

8.10 SUBLICENSES. Neither Baxter nor Steritech shall not have the right to grant to any third party sublicenses to the licenses granted above.

8.11 REGULATORY FILES. Baxter and Steritech shall each have full access to all materials filed and correspondence with the FDA and other regulatory agencies in connection with the Cooperative Development Work and the System, and shall be entitled to use and rely on such materials with respect to any regulatory approvals for a product sought by either, whether or not such product relates to this Agreement.

*[Confidential Treatment Requested]

9. PROSECUTION OF PATENT RIGHTS.

9.1 STERITECH PATENTS. Steritech shall have the right but no obligation to timely prepare, file, prosecute and maintain, under its exclusive control and at its expense, Steritech Patents.

9.2 BAXTER PATENTS. Baxter shall have the right but no obligation to timely prepare, file, prosecute and maintain, under its exclusive control and at its expense, Baxter Patents.

9.3 JOINT PATENTS. Steritech and Baxter shall employ mutually acceptable counsel for the purpose of timely preparing, filing, prosecuting and maintaining Joint Patents. Whenever possible, the parties shall file internationally under the Patent Cooperation Treaty and/or the European Patent Convention in order to minimize expenses. The reasonable expenses of preparing, filing, prosecuting and maintaining corresponding Joint Patents in the countries of the United States, Australia, Canada, the United Kingdom, Germany, Belgium, France, Italy, Netherlands, and Japan, and all other countries that are agreeable to Baxter and Steritech, as evidenced in writing shall be borne equally. Unless such other countries are agreed to by the parties in writing, such other country filings shall not be made. Baxter shall pay such patent expenses and will deduct Steritech's share of such expenses from Revenue Sharing Payments otherwise due Steritech.

9.4 PRIOR ART; REVIEW AND COMMENT. Each party shall cooperate with the other to ensure that all prior art that is pertinent to the examination of a Joint Patent is brought to the attention of the other party. The parties to this Agreement shall have the right to review and comment on substantive documents prepared in connection with the preparation, filing, prosecution and maintenance of the Joint Patents prior to the filing of such papers; however, such review and comment shall be performed expeditiously so as not to negatively affect patent rights.

9.5 ELECTION NOT TO PAY EXPENSES. If either party elects for any reason not to pay its share of the reasonable expenses for a particular Joint Patent, then, at the option of the other party:

(a) the joint ownership of that nonpaying party under this Agreement with respect to that particular patent application or patent shall immediately terminate and the paying party shall exclusively own that particular patent or patent application, without affecting the nonpaying party's rights under another patent applications and patents; or

(b) the application or patent shall be allowed to lapse.

In the event the paying party elects option (a) above, the nonpaying party hereby agrees to execute documents necessary to transfer its interest in such patent or patent application to the paying party.

10. TRADEMARKS

10.1 BAXTER TRADEMARKS. Steritech shall make no use of any Baxter trademark without the prior written approval of Baxter.

10.2 STERITECH TRADEMARKS. Baxter shall include the Steritech name and mark in a prominent manner on and on packaging, literature and promotional material and advertising for the System unless Baxter makes a good faith determination that the Steritech name cannot be used due to third party rights. Baxter shall, to the extent practical, provide to Steritech for review copies of all proposed uses of the Steritech name and mark and references to Steritech. At Steritech's reasonable request, Baxter shall refer to the Steritech Compounds by the Steritech trademark that Steritech indicates is appropriate. Baxter shall include on material bearing such trademarks an acknowledgement that such trademarks are the property of Steritech. If necessary in any market to maintain Steritech's rights in the Steritech trademarks, Baxter shall enter into a registered user agreement regulating its use of the Steritech trademarks. Except as provided in this Section, no rights to Steritech trademarks are hereby granted to Baxter.

11. COMPETITIVE ACTIVITY.

11.1 RESTRICTIONS ON STERITECH. During the period when Baxter has exclusive rights to market a System in a country, Steritech shall not sell, transfer or otherwise make available to any third party in that country the Steritech Compounds for use in the Field.

11.2 RESTRICTION ON BAXTER. Except as provided in Section 13.4.5 hereof, during the term of this Agreement, Baxter shall not manufacture, distribute or sell any systems that use chemicals or chemical agents for the inactivation of pathogens in platelet concentrates other than the System.

12. CONFIDENTIAL INFORMATION.

12.1 CONFIDENTIALITY AGREEMENT. The use and disclosure of information designated by either party as confidential shall be governed by the attached Schedule F Confidentiality Agreement. The Schedule F Confidentiality Agreement shall survive termination of this Agreement.

12.2 USE OF CONSULTANTS. The parties contemplate that from time to time during the term Of this Agreement third party technical consultants may be employed by either party in connection with the development of Steritech Compounds or Systems. The parties agree that information designated as confidential may be disclosed to such

consultants provided that the other party is given reasonable notice of the circumstances and nature of the intended disclosure and that the disclosure is limited to information necessary to enable the technical consultant to provide technical consulting services. The consultant will be required to sign an agreement with both Steritech and Baxter setting forth the consultant's obligations with respect to confidential information.

13. CESSATION OF COOPERATIVE DEVELOPMENT WORK.

13.1 CESSATION. After January 1, 1995, either party may unilaterally cease all participation in all Cooperative Development Work upon ninety (90) days written notice of its intent. At any time thereafter, the party who did not unilaterally cease participation in the Cooperative Development Work shall have the right to proceed with the independent development of the System at its own expense. Should a party so proceed, the following terms and conditions shall apply.

13.2 STERITECH CONTINUING RIGHTS. In the event that Baxter chooses to exercise its rights pursuant to Section 13.1 above, and Steritech proceeds independently of Baxter to develop, manufacture or sell the System, then:

13.2.1 For Systems whose manufacture, use or sale is covered by a claim of a Baxter Patent or uses Baxter Know-How, Baxter hereby grants Steritech a worldwide non-exclusive license under the Baxter Patents and Know-How to make, have made and use, sell or have sold such Systems in the Field, terminating upon expiration of the last to expire of the Baxter Patents. The license shall bear a [*] Royalty to Baxter on Steritech's Net Sales of Systems in each country where a valid Baxter Patent subsists and would be infringed but for a license, otherwise the license shall be royalty free. Only a single Patent Royalty shall be paid by Steritech and Baxter on the sale of each System. Royalty Payments shall be made within sixty (60) days of the end of each calendar quarter.

13.2.2 For a period of two (2) years following the Notice Period or until twelve (12) months following the date on which Steritech enters into a contract with a third party for manufacture of Systems, whichever occurs earlier, upon Steritech's request, Baxter shall manufacture or have manufactured and sell Systems and/or components thereof to Steritech, to the extent Baxter has at the time the present capability including manufacturing capability, at a price equal to [*] of Baxter's actual fully loaded cost of goods. This provision applies only to Systems which Baxter had received Regulatory Approval or Systems or components the development of which had been substantially completed prior to the Notice Period.

13.2.3 Except for the Royalty provided for in Section 13.2.1, Baxter shall have no share in Net Sales from Steritech's sales of Systems made pursuant to this Section 13.2.

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13.2.4 Should Baxter's decision to exercise its rights under 13.1 not be based on either: (i) Baxter's good faith determination that the Steritech Compound does not comply with the specifications for Steritech Compound, or (ii) Baxter's good faith determination that the marketplace no longer will support an Inactivation Package, then Baxter shall pay Steritech a one time payment of [*] at the time it unilaterally ceases to participate in the Cooperative Development Work.

13.3 BAXTER CONTINUING RIGHTS. In the event that Steritech chooses to exercise its rights under Section 13.1 above, and Baxter proceeds independently of Steritech to develop, manufacture or sell the Systems, then:

13.3.1 The license grant under the Steritech Patents, and Steritech Know-How shall become a worldwide non-exclusive license grant to Baxter, terminating upon expiration of the last to expire of the Steritech Patents. This license shall bear a [*] Royalty to Steritech on Baxter's Net Sales of Systems in each country where a valid Steritech Patent subsists and would be infringed but for a license, otherwise the license shall be Royalty free. Only a single Patent Royalty shall be paid by Baxter to Steritech on the sale of each System. Royalty Payments shall be made within sixty (60) days of the end of each calendar quarter.

            13.3.2         Baxter will retain all distribution rights on an
exclusive basis.

            13.3.3         For a period of two (2) years following the Notice

Period or until twelve (12) months following the date on which Baxter enters into a contract with a third party for manufacture of Steritech Compound, whichever occurs earlier, upon Baxter's request, Steritech shall manufacture or have manufactured and sell Steritech Compound thereof to Baxter, to the extent Steritech has at the time the present capability including manufacturing capability, at a price equal to [*] of Steritech's actual fully loaded cost of goods.

13.3.4 Except for the Royalty provided for in Section 13.3.1, Steritech shall have no share in Net Sales from Baxter's sale of Systems.

14. REPORTS.

14.1 QUARTERLY SALES REPORTS. Each quarterly payment made to Steritech under Section 7 shall be accompanied by a full and accurate accounting of all Net Sales of Products by Baxter and Baxter for the calendar year. Each such report shall include at least the following information as to each country and Region:

14.1.1 The number of Inactivation Packages sold to third parties by Baxter and Baxter affiliates;

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14.1.2 The Net Sales, with a breakdown between Net Sales falling within clause (a) and clause (b) of the definition of such term of
Section 2 hereof;

14.1.3 Additional Cost of Goods (if applicable) together with substantiation and breakdown thereof;

                 14.1.4   Baxter's computation of the Revenue Sharing Payment
due to Steritech; and

                 14.1.5   Price lists for Inactivation Packages, and for

disposable sets with and without Inactivation Packages, as then in effect. Each report shall include the certification of the Controller of Baxter attesting to the fact that the report is an accurate and complete accounting of all information required hereunder.

14.1.6 Any deductions from Revenue Sharing Payments.

15. BOOKS AND RECORDS.

15.1 RECORDS. Baxter and each of its affiliates shall keep full and accurate books of account containing all particulars that may be necessary for the purpose of calculating all amounts owing to Steritech. Books of account maintained by Baxter and each of its affiliates shall be kept at the principal place of business of Baxter. All such reports and data shall be open for inspection on a confidential basis at all reasonable times and Steritech may conduct at its own expense, once every year during normal business hours through an independent certified public accountant designated by Steritech and reasonably acceptable to Baxter, an examination of the accounts contemplated above. If any audit conducted on behalf of Steritech shall show that Baxter or any of its affiliates underpaid the royalties due to Steritech under the licenses herein as to the period subject of the audit, then Baxter shall immediately pay to Steritech any such deficiency with interest thereon in accordance with Section 15.3. If the underpayment shall exceed ten percent (10%) of the amount owed for any calendar year, Baxter shall also reimburse Steritech for costs related to such audit.

15.2 RETENTION. Books and records required to be maintained by Baxter and its affiliates hereunder shall be retained for at least two (2) years from the date of the royalty payment to which they pertain.

15.3 INTEREST. All payments due hereunder from Baxter that are not paid to Steritech when due and payable hereunder shall bear interest at an annual rate equal to 4% above the U.S. dollar reference rate ("prime rate") charged from time to time by Bank of America N.T. & S.A. from the date due until paid or at such lower rate as shall be the maximum rate permitted by law.

16. TERM. The term of this Agreement shall be for an initial period of fifteen (15) years commencing with the Effective Date unless terminated earlier pursuant to Section 13.1 or 17.1. Thereafter, the parties shall make good faith efforts to negotiate a renewal hereafter for additional successive periods of three (3) years unless either party provides the other with written notice of termination no later than twelve (12) months prior to the conclusion of the initial term or any subsequent renewal term.

17. BREACH.

17.1 MATERIAL BREACH. Either party may terminate this Agreement for any material breach by the other party sixty (60) days after providing the other party with written details of the breach if the breach remains uncured at the end of the sixty (60) day notice period. Notwithstanding the preceding sentence, Baxter acknowledges that the ability of Steritech to carry on the Cooperative Development work will be substantially adversely affected in the event that Baxter does not make payment when due of development payments under
Section 3 hereof or Milestone payments under Section 4 hereof. Accordingly, in the event of the failure to make any of such payments that are due and owing a forty-five (45) day notice period shall apply in lieu of such sixty (60) day notice period in the preceding sentence. To the extent Steritech is in breach for failing to fund its development efforts under this Agreement, Steritech will have one hundred eighty (180) days to cure such breach. If the breach remains uncured after one hundred and eighty (180) days. Baxter can terminate the Agreement pursuant to the procedure set forth above in this Section.

17.2 STERITECH RIGHTS. In the event of termination by Steritech as provided in Section 17.1, without limiting any other rights or remedies, Baxter shall immediately upon such termination pay to Steritech the amount of [*] after the date of termination pursuant to Section 3.9 (as the same may have been revised pursuant to budget modifications previously approved by the Management Board) and the amount of [*], in each case whether or not then earned, and any other amounts owing from Baxter to Steritech hereunder. In addition, Steritech shall be entitled to all the rights in Section 13.2.1 through Section 13.2.4 on an exclusive basis, subject to the terms of such sections.

17.3 BAXTER RIGHTS. In the event of termination by Baxter as provided in Section 17.1, without limiting any other rights or remedies, Steritech shall immediately upon such termination pay to Baxter any amounts then owing from Steritech to Baxter hereunder. Additionally, Steritech shall return to Baxter any monies paid by Baxter under Section 3.9 that have not been expended pursuant to Cooperative Development Work as of the date of breach. In addition, Baxter shall be entitled to all rights in Section 13.3.1 through 13.3.4 on an exclusive basis.

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18. REPRESENTATIONS IN INDEMNITIES

18.1 STERITECH REPRESENTATIONS. Steritech represents and warrants that as of the Effective Date:

(a) It has granted no prior license or assignment of rights under the Steritech Patents in the Field.

(b) There are no foreign or United States administrative, judicial or Patent and Trademark Office proceedings contesting the inventorship or ownership of any Steritech Patent;

(c) Neither the execution and delivery of this Agreement, nor the performance of the obligations of Steritech hereunder shall result in a violation, breach or event of default (or any event or condition which with notice or the passage of time or both would constitute an event of default) of or with respect to any agreement, mortgage, indenture or order of any court of competent jurisdiction binding upon Steritech or upon the property of Steritech;

(d) It is party to no contract materially adverse to the obligations undertaken and rights granted in this Agreement;

(e) The execution of this Agreement and delivery to Baxter does not conflict with the terms of any agreement to which Steritech is bound.

(f) The Technology Transfer Agreement and the License Agreement between Steritech and HRI Research, Inc. each dated December 13, 1991 are in full force and effect and are binding and enforceable in accordance with their terms.

(g) That Steritech has advised Baxter of any knowledge of any third party patent or know-how that might be infringed by the Steritech Compound; and

(h) Steritech is unaware of any technology not licensed to Baxter hereunder, that it believes would be necessary to optimally use the Steritech Compound.

18.2 STERITECH INDEMNIFICATION. Steritech shall indemnify Baxter for any losses sustained or expenses incurred by Baxter as a result of a breach by Steritech of any of the foregoing representations and warranties.

18.3 BAXTER REPRESENTATIONS. Baxter represents and warrants to Steritech that as of the Effective Date:

(a) neither the execution and deliver of this Agreement, nor the performance of the obligations of Baxter hereunder shall result in a violation, breach or

event of default (or any event or condition which with notice or the passage Of time or both would constitute an event of default) of or with respect to any agreement, mortgage, indenture, or order of any court of competent jurisdiction being upon Baxter or upon the property of Baxter.

(b) it is party to no contract materially adverse to the obligations undertaken in this Agreement.

(c) Baxter has no current agreements with other parties for systems for the photo-inactivation of pathogens in platelet concentrates.

18.4 BAXTER INDEMNIFICATION. Baxter shall indemnify Steritech for losses sustained or expenses incurred by Steritech as a result of a breach by Baxter of either of the foregoing representations and warranties.

19. INDEMNIFICATION, LIABILITY, INFRINGEMENT.

19.1 DEFENSE OF THIRD PARTY INFRINGEMENT SUITS. In the event that a third party shall sue either party alleging that the manufacture, use or sale of the System, or any part thereof, infringes a patent of such third party, then the party sued shall promptly notify the other party in writing. The party sued shall have the option to control the defense of such suit. The parties shall provide reasonable cooperation in the defense of such suit and furnish all evidence in their control. All attorney's fees as well as any judgments, settlements, or damages payable with respect to such suit shall be deducted from the Net Sales and paid to the party incurring the expenses. Neither party shall enter into any settlement that materially affects the other party's rights or interests without such other party's prior written consent, which consent shall not be unreasonably withheld.

19.2 THIRD PARTY PATENT EXPENSES. If the Management Board shall approve the payment to a third-party of Patent Royalty Payments with respect to the sale or use of the System or any portion thereof, then Baxter and Steritech shall bear the Patent Royalty Payment under such license equally, and Baxter may deduct Steritech's share of such Patent Royalty Payment from Revenue Sharing Payments due to Steritech.

19.3 SUITS FOR INFRINGEMENT BY OTHERS. In the event Baxter or Steritech becomes aware of any actual or threatened infringement the Steritech Licensed Patents or the Steritech Licensed Know-How, that party shall promptly notify the other and the parties shall discuss the most appropriate action to take. If the infringing product competes with a System in the Field, Baxter shall have the first right to bring, at its own expense, an infringement action against the third party infringer. If Baxter does not bring such action within six (6) months from date of notification, then Steritech may bring such action at its own expense. The party not conducting such suit shall assist the other party without expense to the party requesting assistance. The award in such suit shall first be

used to pay the expenses of such suit and any balance shall be divided between the parties in proportion to the Revenue Sharing Payment.

In the event the accused product is not in competition with a System in the Field, then

(a) Steritech alone may, in its sole discretion and at its expense, initiate and conduct an infringement action relating to alleged infringement of Steritech Patents or Steritech Know-How and keep any settlement or award which may be obtained.

(b) Baxter alone may, in its sole discretion and at its expense, initiate and conduct an infringement action relating to alleged infringement of Baxter Patents or Baxter Know-How and keep any settlement or award which may be obtained.

20. GENERAL

20.1 ENTIRE AGREEMENT. The following three agreements contain the entire agreement between the parties relating to the subject matter hereof and all prior understandings, representations and warranties between the parties are superseded; provided, however, that the confidential disclosure letter agreement dated March 17, 1993 shall continue to govern the disclosures made thereunder. (1) This Agreement, (2) the attached Schedule F Confidentiality Agreement of even date, and (3) the Stock Purchase Agreement of even date. None of the terms of this Agreement shall be deemed to be waived or amended by either party unless such a waiver or amendment specifically references this Agreement and is in writing signed by the party to be bound.

20.2 RELATIONSHIP OF PARTIES. Baxter acknowledges that it is not an agent of Steritech and has no authority to speak for, represent, or obligate Steritech in any way. Steritech acknowledges that it is not an agent of Baxter and has no authority to speak for, represent, or obligate Baxter in any way. This Agreement does not and shall not be deemed to create any relationship of a joint venture or a partnership.

20.3 SENIOR BAXTER CONTACT. The senior Baxter contact of the purpose of administering this Agreement is the President of the Fenwal Division of Baxter Healthcare Corporation, One Baxter Parkway, Deerfield, Illinois 60015. At present, Mr. Roberto Perez occupies this position.

20.4 SENIOR STERITECH CONTACT. The senior Steritech contact for the purpose of administering this Agreement is the President of Steritech at the address first above written. At present, Mr. Stephen T. Isaacs occupies this position.

20.5 SEVERABILITY. The parties do not intend to violate any public policy or statutory or common law. However, if any sentence, paragraph, clause or combination of this Agreement is in violation of any law or is found to be otherwise unenforceable by

a court from which there is no appeal, or no appeal is taken, such sentence, paragraph, clause, or combination of the same shall be deleted and the remainder of this Agreement shall remain binding, provided that such deletion does not alter the basic structure of this Agreement. In such event, the parties shall renegotiate this Agreement in good faith, but should such negotiations not result in a new agreement within ninety (90) days of the initiation of such negotiations, then this Agreement may be terminated by either party by thirty (30) days notice to the other.

20.6 FORCE MAJEURE. Any party shall be excused from the performance of its obligations under this Agreement and shall not be liable for damages to the other if such performance is prevented by circumstances beyond its effective control. Such excuse from performance shall continue so long as the condition responsible for such excuse continues and for a thirty (30) day period thereafter. For the purposes of this Agreement, circumstances beyond the control of a party which excuse that party from performance shall include, but shall not be limited to, acts of God, acts, regulations or laws of any government including currency controls, war, civil commotion, commandeer, destruction of facility or materials by fire, earthquake, storm or other casualty, labor disturbances, judgment or injunction of any court, epidemic, and failure of public utilities or common carrier.

20.7 NOTICES. All notices and demands required or permitted to be given or made pursuant to this Agreement shall be in writing and shall be effective when personally given or made or when placed in an envelope and deposited in the United States mail postage prepaid, addressed as follows:

IF TO BAXTER:                         IF TO STERITECH, IN CARE OF:

General Counsel                       President and Chief Executive Officer
Baxter Healthcare Corporation         Steritech, Inc.
One Baxter Parkway                    2525 Stanwell Drive
Deerfield, Illinois 60015             Concord, California 94520

WITH A COPY TO:                       WITH A COPY TO:

President, Fenwal Division            Cooley, Godward, Castro, Huddleson & Tatum
Baxter Healthcare Corporation         1 Maritime Plaza, 20th Floor
One Baxter Parkway                    San Francisco, CA 94111
Deerfield, Illinois 60015             Attn: Howard Ervin

or to such other address as to which either party may notify the other.

20.8 BINDING. This Agreement shall be binding upon and inure to the benefit of the parties, their successors and assigns. This Agreement shall be assignable: (i) by

either party without the consent of the other to any Affiliate of the party (an Affiliate being defined as any entity in which the party or its parent owns or controls directly or indirectly, 40% or more of the voting securities); (ii) by either party with the written consent of the other; or (iii) by either party without the consent of the other to the purchase of substantially all the assets of its business to which this Agreement relates. Any attempted assignment which does not comply with the terms of this Section shall be void.

20.9 GOVERNING LAW. This Agreement is deemed to have been executed in and shall be governed by and construed according to the laws of the State of Illinois.

20.10 VENUE. In the event that Baxter files suit against Steritech, it shall do so in, and hereby agrees to submit to, the jurisdiction of a court in U.S. District Court, N.D. California. In the event that Steritech files suit against Baxter, it shall do so in, and hereby agrees to submit to, the jurisdiction of the U.S. District Court N.D. Illinois.

IN WITNESS WHEREOF, this Agreement is signed by duly authorized representatives of each party as of the Effective Date.

STERITECH, INC.                                   BAXTER HEALTHCARE CORPORATION


By:  STEPHEN T. ISAACS                             By: TIMOTHY B. ANDERSON
     --------------------                              --------------------
     STEPHEN T. ISAACS                                 TIMOTHY B. ANDERSON

Title: President                                   Title: President Biotech

Date:  December 11, 1993                           Date:  December 13, 1993
       -----------------                                  -----------------

SCHEDULE A
BAXTER BENCHMARKS

[*]
o Provide [*] studies that are modified to be suitable for [*]
o Technical Exchange of Information between Steritech and Baxter Nivelles.
o [*] engineering team in place.
o [*] survey in place.
o [*] from Steritech to Nivelles completed.

[*]
o [*] studies to define adequacy of [*] initiated.
o Define priority of [*].
o Provide [*] for backup [*] that are modified to be suitable for [*]

[*]
o Finalize design for [*] (based on marketing input/BB survey results).
o Finalize design for [*] (based on marketing input/BB survey results).
o [*] completed, [*] delivered.

[*]
o Provide [*] of the presumed [*].

[*]
o Provide [*] for validation studies of [*].
o Provide [*] for validation studies of [*].
o [*] to begin on [*].

[*]
o Provide [*] to Steritech for [*].
o Provide [*].

[*]
o Provide complete data on [*]; provide relevant [*].

[*]
o Provide required number of [*].

[*]
o Finalize marketing and promotional/sales materials for [*].

No.              Pat. /App No.            Date                              Title
1                [*]                      [*]                       DEVICE AND METHOD FOR
                                                                    PHOTOINACTIVATION

2                [*]                      [*]                       ACTIVATION COMPOUNDS
                                                                    AND METHODS OF SYNTHESIS
                                                                    OF ACTIVATION COMPOUNDS

3                [*]                      [*]                       COMPOUNDS FOR THE
                                                                    [*] IN BLOOD

4                [*]                      [*]                       METHODS FOR RENDERING
                                                                    AMPLIFIED NUCLEIC ACID
                                                                    SUBSEQUENTLY UNAMPLIFIABLE

5                [*]                      [*]                       DEVICE AND METHOD
                                                                    FOR PHOTOACTIVATION

6                [*]                      [*]                       DEVICE AND METHOD FOR
                                                                    PHOTOACTIVATION

7                [*]                      [*]                       DECONTAMINATING BLOOD
                                                                    COMPONENTS

8                [*]                      [*]                       DEVICE AND METHOD FOR
                                                                    PHOTOACTIVATlON

9                [*]                      [*]                       METHOD FOR INHIBITING
                                                                    TEMPLATE DEPENDENT
                                                                    ENZYMATIC SYNTHESIS

10               [*]                      [*]                       PHOTOCHEMICAL
                                                                    DECONTAMINATION
                                                                    TREATMENT OF WHOLE
                                                                    BLOOD OR BLOOD COMPONENTS

                                            Foreign
                                            --------
1           [*]                             [*]                 DECONTAMINATING BLOOD
                                                                COMPONENTS

2           [*]                             [*]                 ACTIVATION COMPOUNDS
                                                                AND METHODS FOR NUCLEIC
                                                                ACID STERILIZATION

3           [*]                             [*]                 ACTIVATION COMPOUNDS
                                                                AND METHODS FOR NUCLEIC
                                                                ACID STERILIZATION

4           [*]                             [*]                 ACTIVATION COMPOUNDS
                                                                AND METHODS OF NUCLEIC
                                                                ACID STERILIZATION

5           [*]                             [*]                 ACTIVATION COMPOUNDS
                                                                AND METHODS FOR NUCLEIC
                                                                ACID STERILIZATION

*[Confidential Treatment Requested]

SCHEDULE C

STERITECH BENCHMARKS

1. [*] PROGRAM INITIATED
(requires [*]) DATE: [*]

2. INITIATION OF [*]
(requires [*]) DATE: [*]

3. INITIATION OF [*]
(requires successful completion of [*]) DATE: [*]

4. [*] (Requires successful completion of [*]).

DATE: [*]

                                    1993        1994        1995        1996       1997      TOTAL

STERITECH                           [*]         [*]         [*]         [*]       [*]        [*]


BAXTER                              [*]         [*]         [*]         [*]       [*]        [*]


OUTSIDE                             [*]         [*]         [*]         [*]       [*]        [*]


TOTAL                               [*]         [*]         [*]         [*]       [*]        [*]

STERITECH                          BAXTER

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

Six Month Period            Total Contract Expense  Maximum Deferrable Amt. (50%)
- ----------------            ----------------------  ----------------------------
7/1/94 - 12/31/94                     [*]                        [*]

1/1/95 -  6/30/95                     [*]                        [*]

7/1/95 - 12/31/95                     [*]                        [*]

1/1/96 -  6/30/95                     [*]                        [*]

7/1/96 - 12/31/96                     [*]                        [*]

1/1/97 -  6/30/97                     [*]                        [*]

7/1/97 - 12/31/97                     [*]                        [*]

*Limited to the extent of deferral of prepayment of outside contract expenses per contract section 3.9.3.

*[Confidential Treatment Requested]

CONFIDENTIALITY AGREEMENT

THIS AGREEMENT, made on the Effective Date of the Development, Manufacturing and Marketing Agreement ("Agreement") between Baxter and Steritech to which this document is appended, is between Steritech, Inc. ("STERITECH"), having a principal place of business at 2525 Stanwell Drive, Concord, California and Baxter Healthcare Corporation ("BAXTER"), a corporation having a principal place of business at One Baxter Parkway, Deerfield, Illinois 60015, to assure the protection and preservation of Proprietary Information to be disclosed or made available to each other in connection with the Agreement.

WHEREAS, the parties have entered into a development, manufacturing and marketing collaboration pursuant to the Agreement;

WHEREAS, the parties desire to assure the confidential status of the information which may be disclosed to each other during the Agreement;

NOW THEREFORE, in reliance upon and in consideration of the following undertakings, the parties agree as follows:

1. All information disclosed to the other party shall be deemed to be "Proprietary Information." In particular, Proprietary Information shall be deemed to include any information, process, technique, algorithm, program, design, drawing, formula or test data relating to any research project, work in progress, future development, engineering, manufacturing, marketing, servicing, financing or personnel matter relating to the disclosing party, its present or future products, sales, suppliers, clients, customers, employees, investors, or business. Any Proprietary Information outside the scope of the Agreement shall be identified by the disclosing party in writing and marked "Confidential" or if such Proprietary Information is disclosed orally, within 30 days after such disclosure the Proprietary Information shall be reduced to writing and marked "Confidential" by the disclosing party and such writing forwarded to the receiving party.

2. The term "Proprietary Information" shall not be deemed to include information which: (i) is now, or hereafter becomes, through no act or failure to act on the part of the receiving party, generally known or available; (ii) is known by the receiving party at the time of receiving such information as evidenced by its records, (iii) is furnished to the receiving party by a third party who the receiving party believes has a right to disclose such information; (iv) is independently developed by the receiving party without any breach of this Confidentiality Agreement; and (v) is the subject of a written permission to disclose provided by the disclosing party.

3. Each party shall maintain in trust and confidence and not disclose to any third party or use for any unauthorized purpose any Proprietary Information received from the other party. However, each party may disclose Proprietary Information to its affiliates who are bound by this Agreement (affiliates include: any company owning 40% or more of a party, or a subsidiary of the party, or a subsidiary of a party owning 40% or more of the party). Each party may use such Proprietary Information only to the extent required under the Agreement.

4. The responsibilities of the parties with respect to the Proprietary Information are limited to using the same degree of care used to protect their own Proprietary Information from unauthorized use or disclosure. Both parties shall advise their employees or agents who might have access to such Proprietary Information of the confidential nature thereof.

5. This Confidentiality Agreement shall continue in full force and effect for so long as the parties continue to exchange Proprietary Information under the Agreement. The termination of the Agreement shall not relieve either party of the obligations imposed by this Confidentiality Agreement with respect to Proprietary Information disclosed prior to the effective date of such termination, which obligations shall survive the termination of the Agreement for a period of two (2) years from the date of disclosure.

6. Each party hereby acknowledges and agrees that in the event of any breach of this Confidentiality Agreement by the other party, including, without limitation, the actual or threatened disclosure of a disclosing party's Proprietary Information without the prior express written consent of the disclosing party, the disclosing party will suffer an irreparable injury, such that no remedy at law will afford it adequate protection against, or appropriate compensation for, such injury. Accordingly, each party hereby agrees that the other party shall be entitled to any injunctive relief as may be granted by a court of competent jurisdiction.

AGREED TO:                                           AGREED TO:

STERITECH, INC.                                      BAXTER HEALTHCARE
                                                     CORPORATION


By:  STEPHEN T. ISAACS                               By: TIMOTHY B. ANDERSON
   ------------------------                             -----------------------
     STEPHEN T. ISAACS                                   TIMOTHY B. ANDERSON

Title: President                                     Title: President Biotech

Date:  December 11, 1993                             Date:    December 13, 1993
     ------------------------                             ----------------------

EXHIBIT 10.18

DEVELOPMENT, MANUFACTURING

AND

MARKETING AGREEMENT

BETWEEN

BAXTER HEALTHCARE CORPORATION

AND

STERITECH, INC.

APRIL 1, 1996

TABLE OF CONTENTS

                                                                                                               PAGE
1.       BACKGROUND.............................................................................................  1

2.       DEFINITION OF TERMS....................................................................................  1

3.       COOPERATIVE DEVELOPMENT WORK...........................................................................  9

         3.1      Period; Objective.............................................................................  9
         3.2      Management Board..............................................................................  9

                  (a)      Constitution.........................................................................  9
                  (b)      Project Committees...................................................................  9
                  (c)      Voting............................................................................... 10
                  (d)      Disputes............................................................................. 10

         3.3      Review Of Budget, Benchmarks; Approved Projects............................................... 11

                  (a)      The Red Cell Project................................................................. 11
                  (b)      The Fresh Frozen Plasma Project...................................................... 12
                  (c)      Other Projects....................................................................... 13

         3.4      Exchange Of Information....................................................................... 13
         3.5      Cost Sharing.................................................................................. 13
         3.6      Testing And Regulatory Expenses............................................................... 14

                  (a)      Testing Expenses..................................................................... 14
                  (b)      Regulatory Expenses.................................................................. 14

         3.7      Budget Contingencies.......................................................................... 15

                  (a)      Exceeding Initial Budget............................................................. 15
                  (b)      Reconciliation Of Expenditures....................................................... 15

         3.8      Baxter Participation In 1996.................................................................. 15

4.       EQUITY PURCHASE........................................................................................ 15

         4.1      Baxter Purchase Of Equity In Steritech........................................................ 15
         4.2      Option To Purchase Equity In Steritech........................................................ 19
         4.3      Standstill By Baxter.......................................................................... 20

i.

TABLE OF CONTENTS

(CONTINUED)

                                                                                                               PAGE
5.       SUPPLY OF STERITECH COMPOUND AND SYSTEM MANUFACTURING.................................................. 23

         5.1      Steritech Responsibilities.................................................................... 23
         5.2      Baxter Responsibilities....................................................................... 23
         5.3      Instrument Production......................................................................... 23
         5.4      System Specifications......................................................................... 23
         5.5      Steritech Specifications...................................................................... 23
         5.6      Source Of Supply.............................................................................. 23
         5.7      Failure Of Steritech To Meet Baxter Requirements.............................................. 23
         5.8      System Improvements........................................................................... 23

6.       MARKETING AND DISTRIBUTION RIGHTS:  EXCLUSIVE DISTRIBUTION RIGHTS...................................... 24

         6.1      Commercialization............................................................................. 24
         6.2      Meetings Concerning Marketing................................................................. 24
         6.3      Reserved Right To Compete..................................................................... 24
         6.4      Competing Products............................................................................ 24
         6.5      Commencement, Cessation Of Marketing.......................................................... 24
         6.6      Achievement Of Market Share................................................................... 25
         6.7      Supply Of Baxter Goods........................................................................ 25
         6.8      Requalification............................................................................... 25
         6.9      Management Board Access To And Review Of Marketing And
                  Distribution Information...................................................................... 26

7.       REVENUE SHARING........................................................................................ 26

         7.1      Revenue Sharing Payments...................................................................... 26
         7.2      Baxter Sourcing Steritech Compounds........................................................... 26
         7.3      Steritech As Seller Of Systems................................................................ 26
         7.4      Licensing..................................................................................... 27
         7.5      Distributor Sales............................................................................. 27

8.       PATENTS, KNOW-HOW, LICENSE GRANTS...................................................................... 27

         8.1      Steritech Sole Ownership...................................................................... 27
         8.2      Baxter Sole Ownership......................................................................... 27
         8.3      Joint Patents................................................................................. 27
         8.4      License....................................................................................... 28
         8.5      Steritech Rights.............................................................................. 28

ii.

TABLE OF CONTENTS

(CONTINUED)

                                                                                                               PAGE
                  (a)      Decontaminated Products.............................................................. 28
                  (b)      Other................................................................................ 29

         8.6      Cross-License................................................................................. 29
         8.7      Excluded Products............................................................................. 29
         8.8      Notice Of Sole Rights......................................................................... 29
         8.9      Other Agreements.............................................................................. 30
         8.10     Regulatory Files.............................................................................. 30
         8.11     Rights Under Government-Sponsored Research.................................................... 30

9.       PROSECUTION OF PATENT RIGHTS........................................................................... 30

         9.1      Steritech Patents............................................................................. 30
         9.2      Baxter Patents................................................................................ 30
         9.3      Joint Patents................................................................................. 30
         9.4      Prior Art; Review And Comment................................................................. 30
         9.5      Election Not To Pay Expenses.................................................................. 31

10.      TRADEMARKS............................................................................................. 31

         10.1     Baxter Trademarks............................................................................. 31
         10.2     Steritech Trademarks.......................................................................... 31

11.      CONFIDENTIAL INFORMATION............................................................................... 31

         11.1     Confidentiality Agreement..................................................................... 31
         11.2     Use Of Consultants............................................................................ 32

12.      CESSATION OF COOPERATIVE DEVELOPMENT WORK.............................................................. 32

         12.1     Cessation..................................................................................... 32
         12.2     Cessation Payment............................................................................. 33

13.      REPORTS................................................................................................ 33

         13.1     Quarterly Sales Reports....................................................................... 33
         13.2     Cost Of Goods/Base Revenue.................................................................... 34

iii.

TABLE OF CONTENTS

(CONTINUED)

                                                                                                               PAGE
14.      BOOKS AND RECORDS...................................................................................... 34

         14.1     Records....................................................................................... 34
         14.2     Retention..................................................................................... 34
         14.3     Interest...................................................................................... 34

15.      TERM................................................................................................... 34

16.      BREACH................................................................................................. 35

         16.1     Material Breach............................................................................... 35
         16.2     Rights On Termination......................................................................... 35

17.      REPRESENTATIONS AND INDEMNITIES........................................................................ 35

         17.1     Steritech Representations..................................................................... 35
         17.2     Steritech Indemnification -- Representations And Warranties................................... 36
         17.3     Steritech Indemnification -- Products......................................................... 36
         17.4     Insurance..................................................................................... 36
         17.5     Baxter Representations........................................................................ 36
         17.6     Baxter Indemnification -- Representations And Warranties...................................... 37
         17.7     Baxter Indemnification-Products............................................................... 37
         17.8     Baxter Insurance.............................................................................. 37

18.      INFRINGEMENT........................................................................................... 38

         18.1     Defense Of Third Party Infringement Suits..................................................... 38
         18.2     Third Party Patent Expenses................................................................... 38
         18.3     Suits For Infringement By Others.............................................................. 38

19.      GENERAL................................................................................................ 39

         19.1     Entire Agreement.............................................................................. 39
         19.2     Relationship Of Parties....................................................................... 39
         19.3     Senior Baxter Contact......................................................................... 39
         19.4     Senior Steritech Contact...................................................................... 39
         19.5     Severability.................................................................................. 39
         19.6     Force Majeure................................................................................. 39
         19.7     Notices....................................................................................... 40

iv.

TABLE OF CONTENTS

(CONTINUED)

                                                                                                      PAGE
19.8     Binding....................................................................................... 40
19.9     Governing Law................................................................................. 40
19.10    Venue......................................................................................... 40
19.11    Disbursements................................................................................. 41

Schedule A                 Red Cell Budget and Tasks

Schedule B                 FFP Budget and Tasks

Schedule C                 Phase II Platelet Interim Determination Criteria

Schedule D                 Plasma Derivatives Letter

Schedule E                 Confidentiality Agreement

Schedule F                 Baxter Participation 1996

Schedule G                 Stock Purchase Agreement

v.

DEVELOPMENT, MANUFACTURING
AND MARKETING AGREEMENT

THIS AGREEMENT ("Agreement") between BAXTER HEALTHCARE CORPORATION, a Delaware corporation ("Baxter") with principal offices at One Baxter Parkway, Deerfield, Illinois 60015, and STERITECH, INC., a California corporation ("Steritech") with principal offices at 2525 Stanwell Drive, Concord, California 94520, is effective as of the 1st day of April, 1996 ("Effective Date").

1. BACKGROUND.

1.1 Steritech has substantial knowledge and expertise in the area of inactivation of pathogens for the decontamination of blood products. Baxter has substantial knowledge and expertise in the research, development, manufacture and distribution of healthcare products including those relating to the collection, preservation, processing, manipulation, storage and treatment of blood and blood components.

1.2 The parties are interested in the development and commercialization of products and/or systems which provide a customer with instrumentation, disposables and compounds for use in ex-vivo inactivation of pathogens for the decontamination of all human blood cells, Protein Preparations and human blood components intended for human use.

2. DEFINITION OF TERMS.

The words appearing in capitalized form throughout this Agreement shall have the meanings assigned to them in this Section 2.

APPROVED DISTRIBUTOR means any company, other than a company (or any of its affiliates) that manufactures blood collection products or any distributor of blood collection products identified in a letter from Baxter to Steritech of even date with this Agreement. For the purposes of this definition, an "affiliate" of a company shall mean an entity controlling, controlled by, or under common control with such company. "Control" for the purposes of this definition shall mean fifty percent (50%) ownership.

ALE has the meaning set forth in that certain letter dated March 14, 1996 from Kathryn P. Wilke of Steritech to Joseph B. Barrett of Baxter.

BASE REVENUE means for any Integrated Inactivation Set as of any measurement date the average net sales price (computed using the same adjustments as provided in paragraphs (a) and (b) of the definition of NET SALES) of a comparable set without an Inactivation Package ("Base Set") during the three full calendar months preceding such date, and in the case of each new Integrated Inactivation Set, during the three full months preceding the first sale of such Integrated Inactivation Set ("Initial Base Revenue"). Base Revenue shall be adjusted, with

1.

respect to the sales of each Integrated Inactivation Set in each quarter commencing with the first full calendar quarter after its first sale, to

(a) an amount equal to the average net sales price (computed using the same adjustments as provided in paragraphs (a) and (b) of the definition of NET SALES) of a comparable Base Set during three full calendar months preceding the first day of such calendar quarter, if there exists throughout such period a large blood collection market for such comparable Base Set, or

(b) if there does not exist throughout such period a large blood collection market for such Base Set, an amount equal to:

(w) which bears the same ratio to (x) the average Net Sales price for such Integrated Inactivation Set in such quarter

as the ratio of (y) the Base Revenue for such Base Set during the most recent three full month period in which there continuously existed a large clinical market for such Base Set to (z) the average Net Sales price for such Integrated Inactivation Set during such three full month period (or shorter period since first sale of such Integrated Inactivation Set).

Baxter shall provide to Steritech information supporting such average net sales price within sixty (60) days after the last day of the first calendar quarter in which the first sale of each Integrated Inactivation Set occurs and sixty (60) days after the last day of each calendar quarter thereafter. For the purposes of this definition, a "large blood collection market" shall be deemed to exist for any Base Set in any three-month period if Baxter has sales of such Base Set into the blood collection (for transfusion) market of at least twenty-five percent (25%) of the number of units of such Base Set that were sold in the three-month period immediately preceding the first sale of the comparable Integrated Inactivation Set. Baxter shall provide to Steritech within sixty (60) days after the last day of each calendar quarter information for each such Base Set evidencing whether or not there exists a large clinical market.

BASE SET has the meaning set forth in the definition of Base Revenue.

BAXTER means Baxter Healthcare Corporation and its affiliates, including, but not limited to, divisions and subsidiaries, and also including its parent company, Baxter International Inc. and its affiliates, including, but not limited to, divisions and subsidiaries. A company shall be considered an affiliate of Baxter if it is at least forty percent (40%) owned or controlled by Baxter Healthcare Corporation or Baxter International Inc.

BAXTER KNOW-HOW means unpatented inventions, data, processes, compositions, techniques and other technical information proprietary to Baxter, which is solely owned by Baxter or which Baxter has the right to control the use of, relating to the Field and any Systems including methods for manufacture or use of Systems or portion thereof.

2.

BAXTER LICENSED KNOW-HOW means all Baxter Know-How in existence as of the Effective Date or created or acquired during the term of the Cooperative Development Work.

BAXTER LICENSED PATENTS means all Baxter Patents in existence as of the Effective Date of this Agreement, or claiming an invention conceived or discovery made, or which are acquired, during the term of the Cooperative Development Work.

BAXTER NONCASH CONTRIBUTION shall be deemed to be [*] million for the Red Cell Project, [*] million for the FFP Project and such amount as the parties may agree for any other Project, provided that if the parties do not so agree, the Baxter Noncash Contribution for such Project shall be one-half of the Initial Budget for the total Project, the amount of the Baxter Noncash Contribution in each case being subject to adjustment as provided herein.

BAXTER PATENTS means all United States and foreign patent applications and patents that relate to the Field and have claims reading on a System or portion thereof or methods for manufacture or use thereof, owned by Baxter or licensed to Baxter with the right to sublicense and claiming an invention conceived solely by employees and/or agents and/or licensors of Baxter both prior to the Effective Date and during the term of this Agreement pursuant to the Cooperative Development Work, including any continuations, divisions, reissues, re-examinations and all foreign counterparts thereof.

BULK FORM means Steritech Compounds which are not packaged in final form.

COOPERATIVE DEVELOPMENT WORK means the Cooperative Development Work defined in Section 3.1 of this Agreement.

COST OF GOODS means, for either party, such party's [*] such items, in accordance with generally accepted accounting principles, consistently applied ("GAAP") and in accordance with Baxter's normal accounting policies, all consistently applied. Cost of Goods shall not include [*] which are not directly related to [*] and shall not include [*] or expenses falling under the category designated by Baxter "other costs of sales" or similar category, however designated, unless otherwise agreed by the Management Board. Capital expenditures for facilities and/or equipment and capitalized manufacturing start-up costs will be amortized and included in Cost of Goods In the event any item is acquired by a party from an affiliate of such party, [*] shall be deemed to mean such affiliate's [*].

COST OF GOODS/BASE REVENUE for Steritech means Steritech's Cost of Goods. For Baxter COST OF GOODS/BASE REVENUE means:

(a) in the case in which the Inactivation Package is sold as a stand-alone item, Baxter's Cost of Goods, or

*[Confidential Treatment Requested]

3.

(b) in the case in which the Inactivation Package is sold as a part of an Integrated Inactivation Set in any calendar year, the greater of (i) Baxter's Cost of Goods for the Integrated Inactivation Set plus a percentage of Baxter's Base Revenue equal to the percentage applied to Net Sales in such calendar year under the definition of Marketing and Administrative Expenses (for marketing and administration expenses associated with Base Revenue), or (ii) Baxter's Base Revenue PLUS Baxter's Cost of Goods for the Inactivation Package.

DISTRIBUTOR PORTION means, for any Inactivation Package or Integrated Inactivation Set sold through a distributor, the amount by which Net Sales price therefrom exceeds the revenues from the sale of such items to the Distributor.

EUROPE means any of the countries within the definition of Europe, as such term is defined in the Platelet Agreement.

EXCLUDED PRODUCT has the meaning provided in Section 8.7 of this Agreement.

FDA means the United States Food and Drug Administration.

THE FIELD means the use of [*] in each case that are obtained from [*]
. The Field includes [*] for [*]. The Field does not include, however, any [*] to make, enable, or improve the [*]. The preceding sentence is not intended, however, to exclude (a) the use of such [*] falling within the clauses (i),
(ii) or (iii) above, or (b) the [*] falling within clauses (i), (ii) or (iii) above, in which the [*]. (Steritech reserves all rights to [*] in which the intended use of the [*].) The Field also excludes [*].

FINAL PROJECT TOTAL BUDGET means the total cost and expense of developing a System up to and including obtaining Regulatory Approval to market the System in the countries in which the Management Board determines that Regulatory Approval should be sought and any other items of cost or expense that this Agreement expressly requires to be included in Final Project Total Budget. In the event either party, to the extent permitted under Section 3.6(b) of this Agreement, elects not to share in the costs of Regulatory Approval of a Project in a particular country, the Final Project Total Budget shall be adjusted solely as to such country by adding to the overall Final Project Total Budget the amount of the incremental expenditures incurred by the party bearing the costs of Regulatory Approval in such country and such party's cash contribution to the Project solely as to such country will be increased by adding the amount of such expenditures to such party's overall cash contribution to the Project.

*[Confidential Treatment Requested]

4.

INACTIVATION PACKAGE means the package containing the Steritech Compound as well as the delivery system (consisting of all disposables and compound removal device, if any, associated with a System).

INITIAL BUDGET means the budget first approved by the Management Board for developing a particular Project to Regulatory Approval, which for the Initial Budget for the Red Cell Project means Regulatory Approval in the United States and Europe, and for the Initial Budget for the Fresh Frozen Plasma Project means Regulatory Approval in the United States.

INSTRUMENT means an instrument or instruments to be developed or adapted under the Cooperative Development Work and may include associated data tracking systems.

INTEGRATED INACTIVATION SET means an integrated set containing an Inactivation Package and other collection or storage items.

JOINT PATENTS means all United States and foreign patent applications and patents claiming an invention conceived or discovery made jointly by employees and/or agents of both Steritech and Baxter, including any reissues, re-examinations and all foreign counterparts thereof. Ownership of an invention or discovery shall conclusively be considered "joint" when one or more employees or agents from Baxter and one or more employees or agents from Steritech must be indicated as co-inventors under United States patent laws on a patent application for the invention.

MANAGEMENT BOARD means the Management Board created pursuant to Section 3.2 hereof.

MARKET LAUNCH of a System in a given country is deemed to be the earlier of (1) the date of first commercial sale following Regulatory Approval for sale of the System in that particular country or (2) the ninetieth (90th) day following Regulatory Approval for commercial sale of that System in that country.

MARKETING AND ADMINISTRATIVE EXPENSES for a party in any calendar year is that percentage of such party's Net Sales (minus Base Revenue in the case of sales of Integrated Inactivation Sets) for costs incurred in marketing, selling and administering the Systems, established as follows:

AGGREGATE NET SALES                        PERCENTAGE APPLIED
  OF SUCH PARTY                            TO ALL NET SALES IN
IN SUCH CALENDAR YEAR                      SUCH CALENDAR YEAR
---------------------                      -------------------
Under [*]                                          [*]
[*] up to [*]                                      [*]
[*] up to [*]                                      [*]
Over [*]                                           [*]

*[Confidential Treatment Requested]

5.

(All dollar amounts in this definition are expressed in U.S. dollars, converted from foreign currencies in accordance with Section 7.1 hereof). For the purpose of determining Premium for the first three quarterly Revenue Sharing Payments for any calendar year, the percentage used as set forth above to compute a party's Marketing and Administrative Expenses will be based on the party's bona fide forecast of Net Sales in such calendar year used for its internal management purposes (which information will be provided to the Management Board). If actual aggregate annual Net Sales vary from such projections to an extent that would cause a change in the applicable percentage rate for such calendar year, such first three quarterly Revenue Sharing Payments will be appropriately adjusted retroactively in the final Revenue Sharing Payment for such calendar year (i.e., the First Revenue Sharing Payment date in the following calendar year) and additional payments will be made to the receiving party, or amounts reimbursed from the receiving party, to yield the actual Revenue Sharing Payment to which the receiving party is entitled based on the level of actual Net Sales in such calendar year.

NET SALES means

(a) in the case of the Inactivation Package sold as a stand-alone item or as part of an Integrated Inactivation Set, the amount invoiced by Baxter for sales, leases, or licenses of the stand-alone Inactivation Package or Integrated Inactivation Set, less credits or allowances, if any, for rejections or returns, customary trade discounts actually given, less customs and duties paid; less separately invoiced and actually incurred taxes and other governmental charges that are imposed directly on or measured by the sale, transfer, transportation, delivery or use of an Inactivation Package; and less freight paid by Baxter on shipment from Baxter to end users.

(b) In the event any Inactivation Package or Integrated Inactivation Set is bundled (whether or not invoiced separately) and sold at a discount with other products for whatever reason, including a special promotional offer, or in the event of any transaction other than a bona fide arms length transaction exclusively for money, or upon any use of such Inactivation Package or Integrated Inactivation Set for purposes which do not result in customary sales revenue, such sale or other disposal or use shall be (unless the parties agree otherwise) deemed to constitute a sale at the then current average selling price for the Inactivation Package or Integrated Inactivation Set, as the case may be.

(c) In the case of sales by Baxter to a distributor, the Net Sales shall be computed on the distributor's invoice price to the ultimate purchaser or user. In the event that Baxter is not able to determine the price charged by a distributor to the ultimate purchaser or user, such price shall be the recommended price which Baxter, at the direction of the Management Board, recommends the distributor to charge to its end customers (which may vary from territory to territory).

(d) In the event Baxter, in accordance with policies established by the Management Board, supplies Instruments to end users without charge in return for an increased price of Inactivation Packages to such end users, Baxter may deduct from Net Sales received from such end users the depreciation of cost of such Instruments. In the event such Instruments

6.

are also used in connection with products supplied by Baxter other than the Inactivation Packages or Integrated Inactivation Sets developed under this Agreement, then the amount of such depreciation to be deducted in any quarter from Net Sales shall be limited to that portion of the depreciation reasonably allocable to the use of the Instruments in connection with Inactivation Packages and Integrated Inactivation Sets, in accordance with policies established by the Management Board.

(e) In the event that the ultimate purchaser or end user is assessed a charge on a per-inactivation or other usage basis, the amount of such charge shall be included in Net Sales.

(f) If the term "Net Sales" is used in reference to Systems sold by Steritech, the word "Baxter" in this definition shall be deemed to mean "Steritech".

NONCASH CONTRIBUTION means the Baxter Noncash Contribution and/or the Steritech Noncash Contribution, as the context requires.

PATENT ROYALTY PAYMENT means a patent royalty payment made to a third party for manufacture, use or sale of a System or portion thereof.

PLATELET AGREEMENT means that certain Development, Manufacturing and Marketing Agreement between the parties dated as of December 10, 1993.

PREMIUM means the Net Sales price of an Inactivation Package or Integrated Inactivation Set minus each Party's Cost of Goods/Base Revenue in the Inactivation Package or Integrated Inactivation Set, and minus Marketing and Administrative Expenses.

PROJECT means the Cooperative Development Work performed by the Parties to develop, obtain Regulatory Approval of, and market a System for a specific application within the Field.

PROTEIN PREPARATIONS shall mean all blood derived products in which the therapeutic component is a protein, such as coagulation factors.

REGULATORY APPROVAL means (1) in the United States, approval from the FDA for marketing and promotion of the System, or (2) outside of the United States, an analogous order by a non-U.S. governmental agency which requires regulatory approval prior to marketing and promotion of a System in such non-U.S. country.

REVENUE SHARING FORMULA means the relative percentage interest of Baxter and Steritech as set forth in Section 7 hereof.

REVENUE SHARING PAYMENTS has the meaning set forth in Section 7.1 hereof.

SPECIFICATIONS FOR STERITECH COMPOUND means the performance, quality and reliability requirements which the Project Committee and Management Board agree must be met by a

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Steritech Compound for such Steritech Compound to be acceptable for commercial implementation under Section 6. The Management Board shall prepare written specifications for Steritech Compound. Such specifications shall include a provision that Steritech Compound be made according to Good Manufacturing Practices in a facility licensed by the FDA or (if Steritech shall elect to manufacture Steritech Compound outside the United States) other applicable regulatory authority.

STAND-ALONE OR STAND-ALONE, in reference to an Inactivation Package, means an Inactivation Package that is not integrated with other collection or storage items, and which may take the form, for example, of a bag and tube set that may be sterile docked, a syringe or ampule.

STERITECH means Steritech, Inc., a company organized under the laws of California and its affiliates, including, but not limited to, divisions and subsidiaries. A company shall be considered an affiliate of Steritech if it is at least forty percent (40%) owned or controlled by Steritech.

STERITECH COMPOUND(S) means any and all psoralen compounds and anchor linker effector ("ALE") compounds, developed by, licensed to, acquired by or otherwise commercially accessible to Steritech prior to the Effective Date or in the course of the Cooperative Development Work but does not include the psoralen compound that at this time is designated by Steritech as [*].

STERITECH KNOW-HOW means unpatented inventions, data, processes, compositions, techniques and other technical information proprietary to Steritech, which is solely owned by Steritech or which Steritech has the right to control the use of, relating to the Field and the System, including methods for manufacture or use of Steritech Compounds and Systems or portions thereof.

STERITECH LICENSED KNOW-HOW means all Steritech Know-How in existence as of the Effective Date or created or acquired during the term of the Cooperative Development Work.

STERITECH LICENSED PATENTS means all Steritech Patents in existence as of the effective date of this Agreement, or claiming an invention conceived or discovery made, or which are acquired, during the term of the Cooperative Development Work.

STERITECH NONCASH CONTRIBUTION shall be deemed to be [*] million for the Red Cell Project, [*] million for the FFP Project and such amount as the parties may agree for any other Project, provided that if the parties do not so agree, the Steritech Noncash Contribution for such Project shall be one-half of the Initial Budget for the total Project, the amount of the Steritech Noncash Contribution in each case being subject to adjustment as provided herein.

STERITECH PATENTS means all United States and foreign patent applications and patents that relate to the Field and have claims reading on Steritech Compounds or compositions or

*[Confidential Treatment Requested]

8.

formulations thereof, or otherwise reading on a System or portion thereof, or methods for manufacture or use of such System or Steritech Compound owned by or licensed to Steritech with the right to sublicense and claiming an invention conceived solely by employees and/or agents and/or licensors of Steritech both prior to the Effective Date and during the term of the Cooperative Development Work, including any continuations, divisions, reissues, reexaminations and all foreign counterparts thereof.

SYSTEM(S) means a product developed pursuant to the Cooperative Development Work for use in the Field, incorporating one or more Steritech Compounds, an Instrument, if any, and associated computer software, and any disposables, delivery system or other components.

SYSTEM IMPROVEMENTS means those improvements of commercial Systems approved by the Management Board. The Management Board shall approve and manage a budget for all System Improvements (System Improvement Costs).

SYSTEM SPECIFICATIONS means the performance, cost, quality and reliability requirements as the Management Board agree must be met by a System in order for the System to be acceptable for marketing and distribution hereunder.

3. COOPERATIVE DEVELOPMENT WORK.

3.1 PERIOD; OBJECTIVE. From the Effective Date, Baxter and Steritech shall work together to develop and obtain Regulatory Approval for (the "Cooperative Development Work") and thereafter market Systems in the Field. The Management Board shall from time-to-time approve specific Projects for the Steritech Compounds within the Field.

3.2 MANAGEMENT BOARD.

(a) CONSTITUTION. Steritech and Baxter will appoint a five (5) person Management Board consisting of two (2) senior executives designated by each company and one (1) independent member chosen by mutual agreement of the Parties. The purpose of the Management Board will be to facilitate the overall relationship of the parties under this Agreement and to manage the research, development and marketing of Projects within the Field. System Specifications recommended by the Parties shall not be deemed finalized until they are approved by the Management Board. The Management Board shall meet from time to time as appropriate, but no less frequently than four (4) times during each calendar year, alternating between the offices of the parties, unless the parties shall agree otherwise. The Management Board shall review and approve budgets, resource allocations, Projects undertaken within the Field, sales and marketing plans and expenditures.

(b) PROJECT COMMITTEES. To assist the Management Board in its work, the Management Board may, from time-to-time, at its sole discretion, create project committees, including Management Board and non-Management Board members. A project committee shall only have that authority specifically granted to it by the Management Board. A project

9.

committee may be created to oversee a Project or a specific aspect or a Project. However, a project committee shall never have the authority to disperse funds or reimburse expenses.

(c) VOTING. All decisions of the Management Board shall be made by majority vote or written consent, with Baxter and Steritech each having one vote regardless of the number of representatives attending any meeting. The independent member shall vote on all deadlocks of the Management Board; however, the independent member shall not vote on matters pertaining to any dispute concerning the parties' legal obligations to each other for disbursement of funds or the reimbursement of expenses under any circumstances. In the event of a deadlock that may be broken by the independent member, either Baxter or Steritech may notify the other party and the independent member in writing of the existence of such deadlock and provide to each the specific resolution that such party proposes to be adopted by the Management Board. Each party will have thirty (30) days from such notice to present its position to the independent member, which shall include at least one meeting at which both parties and the independent member are present. Either Baxter, Steritech or the independent member may, by notice to the others, shorten such time period if such party believes that urgent action is required on the matter at issue. The independent member shall render his or her vote on such resolution as promptly as possible, and in no event later than twenty (20) days after such time period. In the event of a deadlock between the parties on a decision whether to discontinue Cooperative Development Work on a Project or to reduce funding for a Project, the independent member shall not break the deadlock and the Project will continue without reduction of funding level, subject to the right of either party to cease participation in such Project, as provided in Section 12 hereof. Any compensation of the independent member shall be by mutual agreement of the Parties and shall be subject to cost sharing. The independent member shall vote on all matters in a manner that in the good faith judgment of the independent member is in Baxter and Steritech's best interests as risk and revenue sharers under this Agreement (i.e. in the same manner that a corporate director would vote in the best interests of the shareholders of a corporation). Baxter and Steritech will indemnify and hold harmless the independent member against any claim arising from a decision made by the independent member, so long as such decision was made in good faith. The independent member may be removed and/or replaced by mutual written consent of Baxter and Steritech.

(d) DISPUTES. With regard to the disputes concerning the parties' legal obligations to each other for disbursement of funds or reimbursement of expenses, in the event of a deadlock of the Management Board on these particular issues, if they are unable to reach agreement within thirty
(30) days of the onset of the deadlock, then the matter shall be finally settled by arbitration, to be held in Chicago, Illinois, in accordance with the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). Any such dispute or controversy shall be arbitrated before one arbitrator, acceptable to both parties. If the parties are unable to agree on an arbitrator, one shall be selected in accordance with the rules of the AAA. The arbitrator's decision shall be final and binding upon the parties. The parties shall be entitled to full discovery in any such arbitration. Each party shall bear one half of the cost of such arbitration, unless the arbitrator otherwise allocates such costs. During the period of any arbitration, each party shall pay to the other party any amounts that are or become due and owing to such other party, other than amounts being contested in good faith in the arbitration.

10.

In addition, in the event that there is a deadlock on any other issue within the authority of the Management Board as to which the independent member would be authorized to break the deadlock, and at that time there is not an independent member (or for any reason the independent member does not break such deadlock), either party may apply to the AAA to appoint an individual, in accordance with the rules of the AAA who will act in the capacity of independent member solely for the purpose of breaking such deadlock and resolving such issue. Prior to making such application, a party will provide to the other party ten (10) days' advance written notice of its intent to do so. During such ten (10) day period, the parties will use their good faith best efforts to resolve such issue in a meeting between the chief executive officer of Steritech and the highest ranking officer of Baxter Biotech or comparable successor division or entity, or failing such resolution, to agree upon appointment of an independent member. Each party will in all cases cooperate in providing the independent member such information as the independent member may request in considering any matter.

3.3 REVIEW OF BUDGET, BENCHMARKS; APPROVED PROJECTS. The benchmarks, budget and timetable for all Projects will be reviewable by the Management Board from time-to-time during the Cooperative Development Work with the intent that the parties move expeditiously and effectively toward commercialization of any System.

(a) THE RED CELL PROJECT. The Initial Budget for one Project approved, as of the Effective Date of this Agreement, by the Management Board is the Red Cell Project, attached hereto as Schedule A. Each party shall perform the respective tasks set forth on Schedule A.

(i) All funding of the Red Cell Project shall be provided by Steritech, until [*], except as provided in Subsection 3.3(a)(ii). Steritech will use reasonable commercial development efforts to conduct such program in 1996 in accordance with the budget for 1996 on Schedule A, including expenditure of the amounts called for in such budget for 1996. Upon achievement of the Platelet Milestone, Baxter shall participate in the Red Cell Project in accordance with this Agreement, including without limitation the obligation to share fifty percent (50%) of the costs and expenses of the Cooperative Development Work incurred on or after January 1, 1997, and to market and sell the Systems for Red Cells developed under this Agreement. Baxter shall pay to Steritech on the later of (a) the date of achievement of the Platelet Milestone, or (b) January 1, 1997, fifty percent (50%) of the amount (if any) expended by Steritech under the Project budget from January 1, 1997 to the date of payment, and shall also pay to Steritech on such date, and on the first day of each calendar year thereafter, the amount by which Steritech's budgeted expenditures under the then current Project budget for the then current calendar year
(including amounts budgeted to be expended by Steritech on outside expenses) exceeds fifty percent (50%) of the budgeted expenditures for such period.

(ii) Notwithstanding Subsection 3(a)(i), in the event that, for any reason, the Platelet Milestone is not achieved by September 30, 1997, then Baxter must provide notice of its commitment to participate ("Red Cell Commitment Notice") in the Red Cell Project,

*[Confidential Treatment Requested]

11.

and commence participation in accordance with the terms of this Agreement, by October 31, 1997 or Baxter shall be deemed to have elected not to participate, and decontamination systems for Red Cells will thereafter be deemed to be an Excluded Product. Baxter shall pay to Steritech on the date of the Red Cell Commitment Notice, fifty percent (50%) of the amount expended by Steritech under the Project budget from January 1, 1997 to the date of payment, and shall also pay to Steritech on such date, and on the first day of each calendar year thereafter, the amount by which Steritech's budgeted expenditures under the then current budget for the remainder of then current calendar year exceeds fifty percent (50%) of the budgeted expenditures for such period. The Commitment Notice shall evidence Baxter's obligation to participate in and share fifty percent (50%) of the cost of the Cooperative Development Work on the Red Cell Project from and after the date of such notice and to market and sell Systems for Red Cells developed under this Agreement. Steritech's obligation to proceed with such Cooperative Development Work will be contingent on the negotiation by Baxter and Steritech of a revision of the equity purchase schedule under Section 4 hereof to provide funding for Steritech to support such Cooperative Development Work. Nothing in this subsection should be construed as any expectation that achievement of the Platelet Milestone will be delayed.

(b) THE FRESH FROZEN PLASMA PROJECT. The Initial Budget for one project approved by the Management Board as of the Effective Date of this Agreement is the Fresh Frozen Plasma Project, attached hereto as Schedule B. Each Party shall perform the respective tasks set forth on Schedule B.

(i) All funding of the Fresh Frozen Plasma Project shall be provided by Steritech, until [*], except as provided in Subsection
3.3(b)(ii). Steritech will use reasonable commercial development efforts to conduct such program in 1996 in accordance with the budget for 1996 on Schedule B, including expenditure of the amounts called for in such budget for 1996. Upon achievement of the Platelet Milestone, Baxter shall participate in the Fresh Frozen Plasma Project in accordance with this Agreement, including without limitation the obligation to share fifty percent (50%) of the costs and expenses of the Cooperative Development Work incurred on or after January 1, 1997, and to market and sell the Systems for Fresh Frozen Plasma developed under this Agreement. Baxter shall pay to Steritech on the later of (a) the date of achievement of the Platelet Milestone, or (b) (i) January 1, 1997, fifty percent (50%) of the amount (if any) expended by Steritech under the Project budget from January 1, 1997 to the date of payment, and shall also pay to Steritech on such date, and on the first day of each calendar year thereafter, the amount by which Steritech's budgeted expenditures under the then current Project budget for the then current calendar year (including amounts budgeted to be expended by Steritech on outside expenses) exceeds fifty percent (50%) of the budgeted expenditures for such period.

(ii) Notwithstanding Subsection 3(b)(i), in the event that, for any reason, the Platelet Milestone is not achieved by September 30, 1997, then Baxter must provide notice of its commitment to participate ("FFP Commitment Notice") in the Fresh Frozen Plasma Project, and commence participation in accordance with the terms of this Agreement, by October 31, 1997 or Baxter shall be deemed to have elected not to participate, and

*[Confidential Treatment Requested]

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decontamination systems for Fresh Frozen Plasma will thereafter be deemed to be an Excluded Product. Baxter shall pay to Steritech on the date of the FFP Commitment Notice, fifty percent (50%) of the amount expended by Steritech under the Project budget from January 1, 1997 to the date of payment, and shall also pay to Steritech on such date, and on the first day of each calendar year thereafter, the amount by which Steritech's budgeted expenditures under the then current budget for the remainder of then current calendar year exceeds fifty percent (50%) of the budgeted expenditures for such period. The Commitment Notice shall evidence Baxter's obligation to participate in and share fifty percent (50%) of the cost of the Cooperative Development Work on the Fresh Frozen Plasma Project from and after the date of such notice and to market and sell Systems for Fresh Frozen Plasma developed under this Agreement. Steritech's obligation to proceed with such Cooperative Development Work will be contingent on the negotiation by Baxter and Steritech of a revision of the equity purchase schedule under Section 4 hereof to provide funding for Steritech to support such Cooperative Development Work. Nothing in this subsection should be construed as any expectation that achievement of the Platelet Milestone will be delayed.

(c) OTHER PROJECTS. The budget for each other project shall be approved by the Management Board. Baxter shall pay to Steritech upon the approval of the Initial Budget for each such project, and upon each anniversary of the date thereof, the amount by which Steritech's budgeted expenditures under the then current budget for the succeeding twelve month period exceeds 50% of the total then budgeted expenditures for such period.

3.4 EXCHANGE OF INFORMATION. During the term of the Cooperative Development Work, the parties shall exchange all material information developed pursuant to the Cooperative Development Work including the exchange of Baxter Know-How and information concerning Baxter Patents and Steritech Know-How and information concerning Steritech Patents relating to the Field. The exchange shall occur pursuant to Section 11. The Systems shall embody and use such Steritech Licensed Patents and Steritech Licensed Know-How and Baxter Licensed Patents and Baxter Licensed Know-How as shall be determined by the Management Board.

3.5 COST SHARING. Except as otherwise provided in this Agreement, commencing January 1, 1997, Baxter will fund fifty percent (50%) and Steritech will fund fifty percent (50%) of the Cooperative Development Work with respect to each Project, and Steritech will fund one hundred percent (100%) of the cost of the Cooperative Development Work, as set forth in the Initial Budget, with respect to the Red Cell Project and the Fresh Frozen Plasma Project prior to that date. Funding shall include all costs and expenses incurred in connection with the Cooperative Development Work. These costs and expenses shall be shared equally for each Project, fifty percent (50%) paid by Baxter and fifty percent (50%) paid by Steritech. Cost and expenses shall include only those expenditures made in accordance with Project budgets approved by the Management Board related to, research, development, clinical trials, and Regulatory Approval and other expenses that this Agreement expressly provides shall be subject to cost sharing. In the event that the funding for the Cooperative Development Work for any project is not shared equally commencing January 1, 1997, then (except as otherwise provided in Section 12 or Section 16 hereof) the Revenue Sharing Formula in Section 7.1 for such Project shall be adjusted such that the percentage of Premium received by a party will equal the

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percentage contributed by such party to the sum of (a) the cash contributed to the Final Project Total Budget commencing January 1, 1997 (excluding carryovers of 1996 expenditures, as provided below in this Section), plus (b) Noncash Contribution to the Project. Nothing in this Section 3.5 shall be construed to imply that prior to achievement of the Platelet Milestone Baxter shall have any obligation to provide funds for Cooperative Development Work. Capital expenditures for facilities and/or equipment and capitalized manufacturing start-up costs will not be included in costs and expenses shared. Steritech agrees to expend on the Red Cell Project and the Fresh Frozen Plasma Project the respective amounts set forth on Schedules C and D for 1996; provided that if such amounts cannot for any reason be spent in 1996, the unexpended amounts will be carried over and expended in 1997 (without reducing Steritech's obligations with respect to the 1997 budget).

(a) All expenses and costs incurred by the parties in connection with the Cooperative Development Work commencing January 1, 1997 shall be subject to cost sharing pursuant to Section 3.5. Each party shall maintain detailed records which accurately identify costs and expenses incurred and paid in connection with the Cooperative Development Work for each specific Project. Each party shall submit this information to the Management Board on the on the last business day of February for the period ending December 31, and on the last business day of August for the period ending June 30 (or such alternative dates as the Management Board may establish) along with an estimate of expenses to be incurred during the current six months. Expenses internally generated because tasks are performed by a party's own staff will be accounted for on a uniform average cost per full time equivalent basis.

(b) All costs with respect to participation on the Management Board during the Cooperative Development Work, including travel expenses for meetings and participation on the Management Board, shall be subject to cost sharing.

3.6 TESTING AND REGULATORY EXPENSES.

(a) TESTING EXPENSES. All expenses incurred in connection with any testing whose primary function is marketing of the System, rather than developing the System or obtaining Regulatory Approval of the System, shall be borne solely by Baxter and shall not be considered expenses subject to cost sharing, unless the Management Board determines that such expenses should be considered part of the Cooperative Development Work.

(b) REGULATORY EXPENSES. The Management Board shall determine the countries in which Regulatory Approval will be sought and the timing of seeking such Regulatory Approval. All expenses incurred to obtain Regulatory Approval are expenses subject to cost sharing under Section 3.5 and shall be part of the Final Project Total Budget; provided, however, that either party may, by notice given to the other party within thirty (30) days after such Management Board decision with respect to a particular country, elect to not share in the costs of Regulatory Approval in not more than five (5) countries outside of North America and Europe, which will result in an adjustment for each such country of Final Project Total Budget (as further provided in the definition of "Final Project Total Budget").

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3.7 BUDGET CONTINGENCIES.

(a) EXCEEDING INITIAL BUDGET. If the Management Board establishes a budget for a new Project, or determines that the budget for an approved Project within the Field must be increased over the previously established budget for the Project, then Baxter will fund fifty percent (50%) and Steritech will fund fifty percent (50%) of the new Project budget or of any increase in the previously approved budget. In the event of any new Project budget or budget increase, however, either party may, by written notice to the other party, elect to fund less than its full share (50%) of such new Project budget or budget increase. In such an event, the funding party may, by written notice to the non-funding party, elect to assume responsibility for the funding of such unfunded amount, in which event (except as otherwise provided in Section 12 and Section 16 hereof) the Revenue Sharing Formula in Section 7.1 for such Project will be adjusted such that the percentage of Premium to be received by a party will equal the percentage contributed by such party to the sum of (i) the cash contributed to Final Project Total Budget commencing January 1, 1997 (excluding 1996 carryovers as described in Section 3.5), plus (ii) total Noncash Contribution to the Project.

(b) RECONCILIATION OF EXPENDITURES. Unless otherwise agreed, the Management Board shall reconcile actual cash outlays and expenses approved by the Management Board with respect to a Project on an annual basis such that costs have been incurred in the proportion of fifty percent (50%) by Baxter and fifty (50%) by Steritech, or such other ratio as is established pursuant to
Section 3.7(a). If they are not in such proportion, Steritech will make a cash payment to Baxter, or Baxter will make a cash payment to Steritech, in order to achieve such proportion. The payment shall be made in cash within thirty (30) days following the determination by the Management Board.

3.8 BAXTER PARTICIPATION IN 1996. In calendar year 1996, Baxter will in good faith provide non-incremental Baxter resources at no cost to Steritech to support the program under the Cooperative Development Work. In addition, in such calendar year Baxter will use good faith efforts to supply other resources to Steritech at Steritech's request and at Steritech's expense from time to time on a reasonable time and materials basis to carry out the activities set forth on Schedule F. To the extent Baxter cannot supply such services with its existing resources, Baxter and Steritech will consult in good faith concerning Baxter's adding additional internal resources or using outside services to perform such activities.

4. EQUITY PURCHASE.

4.1 BAXTER PURCHASE OF EQUITY IN STERITECH. Baxter shall purchase equity in Steritech according to the following terms and schedule:

(a) Purchase six million dollars ($6,000,000.00 U.S.) of Series E Preferred Stock in Steritech at fifteen dollars and seventy-five cents ($15.75 U.S.) per share, Three Million Dollars ($3,000,000 U.S.) of which will be purchased on April 1, 1996 and Three Million Dollars ($3,000,000 U.S.) will be purchased on July 1, 1996.

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(b) Purchase five million dollars ($5,000,000.00 U.S.) of Steritech equity upon approval to commence a Phase II study in the United States or Europe in the program under the Platelet Agreement ("Tranche 2 Milestone") consisting of Common Stock at a purchase price equal to open market plus twenty percent (20%) if Steritech is publicly traded at the time of such purchase, or if then privately held, Preferred Stock at the
[*] last private third-party financing round, provided that this clause (ii) shall apply only if there has been a third-party private financing round of [*] since the date of the last equity purchase by Baxter pursuant to this Section
3.11. Such purchase will be consummated and the purchase price paid not later than January 10, 1997, or within fifteen (15) business days after such Tranche 2 Milestone, if later. As used in this Section 4.1, "open market" means the average closing price of the Steritech stock, as reported in the Wall Street Journal, for the thirty (30) trading days (or lesser number of trading days that Steritech stock is publicly traded) prior to and including the trading day that is two (2) trading days prior to the date the purchase is consummated. A "trading day" is a day when the Steritech stock may be traded on the relevant exchange or over the counter.

(c) Either purchase five million dollars ($5,000,000.00 U.S.) of Steritech equity upon the completion of both Phase II Platelet Interim Determination and filing of an IND with the F.D.A. to begin a Phase I study under the Red Cell Project, or comparable filing in Europe under such Project (the "Tranche 3 Milestone") or, at Steritech's election, purchase two million dollars ($2,000,000 U.S.) of Steritech equity upon the completion of the Phase II Platelet Interim Determination ("Tranche 3a Milestone") and purchase three million dollars ($3,000,000 U.S.) upon the approval of an IND by the F.D.A. under the Red Cell Project or comparable approval in Europe under such Project ("Tranche 3b Milestone") consisting of Common Stock at a purchase price equal to open market price plus twenty percent (20%) if Steritech is publicly traded at the time of such purchase or, if then privately held, Preferred Stock at the [*] last private third-party financing round provided that this clause (ii) shall apply only if there has been a third-party private financing round of [*] since the date of the last equity purchase by Baxter pursuant to this Section 3.11. Such purchase will be consummated and the purchase price paid not later than January 10, 1998, or within fifteen (15) days after such Tranche 3 Milestone, Tranche 3a Milestone or Tranche 3b Milestone, as the case may be, if later. The purchase price stated in clause (i) above, however, shall be increased from [*] to [*] if both the Tranche 3a Milestone and Tranche 3b Milestone are achieved by January 31, 1998. If a closing under this subparagraph 3(c) has previously occurred at the [*] price, the price per share shall be retroactively increased to [*], and Baxter shall promptly make an additional payment to Steritech to

*[Confidential Treatment Requested]

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yield an effective price of [*] per share on such purchase. For the purposes of this Section, the "Phase II Platelet Interim Determination" means a point in the Phase II clinical trials under the Platelet Agreement at which Baxter and Steritech determine that there is sufficient data to determine that such Phase II trials are likely to have a successful outcome pursuant to the criteria set forth on Schedule C to this Agreement. The point in the Phase II trials at which such determination shall be made shall be included as part of the protocol agreed upon by Baxter and Steritech for the Phase II trials. Baxter and Steritech shall make such determination in good faith.

(d) Purchase five million dollars ($5,000,000.00 U.S.) of Steritech equity upon (i) the approval by the F.D.A. to commence a Phase II study in the United States or comparable approval in Europe under the Red Cell Project, and (ii) the approval of an NDA by the F.D.A. under the Platelet Agreement or comparable approval in Europe under such Agreement ("Tranche 4 Milestone") consisting of Common Stock at a purchase price equal to open market price plus twenty percent (20%) if Steritech is publicly traded, at the time of such purchase, or if then privately held, Preferred Stock at the
[*] last private third-party financing round provided that clause (y) shall apply only if there has been a third-party private financing round of [*] since the date of the last equity purchase by Baxter pursuant to this Section 3.11. Such purchase will be consummated and the purchase price paid not later than January 10, 1999, or within fifteen (15) days after such Tranche 4 Milestone, if later. The purchase price stated in clause (x) above, however, shall be increased from [*] to the following price per share if the events set forth in clause (ii) above has occurred in both the U.S. and Europe on or before the following dates:

DATE                                                           PRICE PER SHARE
January 31, 1999                                                   $  [*]
June 30, 1999                                                      $  [*]

or if the event set forth in clause (ii) above has occurred in Europe on or before the following date:

September 30, 1998                                                 $  [*]

If a closing under this subparagraph 3(d) has previously occurred at the [*] price, the price per share shall be retroactively increased to the applicable price per share set forth in the above table, and Baxter shall promptly make an additional payment to Steritech to yield such applicable price per share on such purchase. Notwithstanding the foregoing, Steritech may, in its discretion, elect to refrain from selling equity to Baxter, or may elect to sell less than five million

*[Confidential Treatment Requested]

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dollars ($5,000,000) of equity to Baxter, pursuant to this subsection (d). If, at the time the event set forth in clause
(ii) above has occurred, Steritech has not yet achieved the event set forth in clause (i) above, then until completion of the full Tranche 4 Milestone, in the event that Steritech conducts a third-party equity financing round of at least five million dollars ($5,000,000), then upon Steritech's written request, Baxter will purchase in such round nineteen and nine-tenths (19.9%) (but not exceeding $5,000,000 in purchase price) of the shares being sold in such round on the same terms and conditions as the other investors in such round. The dollar amount purchased by Baxter in such round will reduce the dollar amount required to be purchased under this subsection (d) upon achievement of the Tranche 4 Milestone.

(e) The purchase prices set forth above in Subsections (c), (d) and (e), excluding prices set by open market price, will be appropriately adjusted for stock splits, stock dividends and the like.

(f) The purchases of equity set forth above will be made in accordance with an agreement substantially in the form of the Preferred Stock Purchase Agreement in the form of Schedule G to this Agreement, with appropriate changes to reflect share price, class and series of stock being purchased and to make accurate representations and warranties as of the date of the subsequent equity purchases; such changes shall not affect the equity purchase and sale obligations hereunder. While it is anticipated that the parties will separately execute and deliver such Stock Purchase Agreements and associated documents for subsequent equity purchases, the obligation to purchase and sell equity as set forth in this Section are enforceable obligations upon the signing of this Agreement irrespective of whether there is a separate execution and delivery of such Stock Purchase Agreements and associated documents. It is understood that from and after the date of Steritech's initial public offering or other conversion of Steritech's outstanding Preferred Stock to Common Stock, the shares purchased hereunder will be shares of Steritech Common Stock. Prior to such time, the shares purchased hereunder will be shares of Steritech Preferred Stock. Steritech will use reasonable efforts to provide Baxter fifteen (15) days prior notice of the expected date of achievement of milestones under subparagraphs (b), (c) and (d).

(g) Notwithstanding Subsections (b), (c) and (d) above, in the event that any purchase of equity pursuant to such subsection would cause Baxter to own in excess of twenty and one-tenth percent (20.1%) of issued and outstanding capital stock of Steritech, Steritech may limit such purchase of equity by Baxter to a number of shares of capital stock that would cause Baxter to own not more than twenty and one-tenth percent (20.1%) of such issued and outstanding capital stock.

(h) Notwithstanding subsections (b), (c) and (d) above, in the event that any purchase pursuant to such subsection would cause Baxter to own in excess of nineteen and nine-tenths percent (19.9%) of issued and outstanding capital stock of Steritech,

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Baxter may limit such purchase of equity to a number of shares of capital stock that would cause Baxter to own not more than nineteen and nine-tenths percent (19.9%) of the issued and outstanding capital stock of Steritech; provided that in each such instance, upon the written request of Steritech, Baxter shall pay to Steritech as a research and development payment an amount equal to the difference between five million dollars ($5,000,000 U.S.) and the dollar amount of capital stock being purchased. Such research and development payment will be made to Steritech on the date for consummation of purchase of such capital stock. Unless Steritech notifies Baxter, as set forth below, that Steritech elects to repay to Baxter the amount of such research and development payment, such research and development payment will be treated as if Baxter had made an additional contribution of cash to the Final Project Total Budget for the purposes of the fourth sentence of Section 3.5 (allocated among then ongoing Projects in proportion to the size of the then approved budget for each Project). (Such research and development payment shall not, however, change the actual approved budget for any Project nor Steritech's contribution thereto.) Steritech must notify Baxter in writing at the time of such research and development payment whether or not Steritech elects to repay to Baxter the amount of such research and development payment. If Steritech notifies Baxter that Steritech elects to repay such amount, Steritech will, if such amount is not earlier repaid, pay to Baxter fifty percent (50%) of the Revenue Sharing Payments received by Steritech hereunder, until such amount is repaid. In the event that Baxter makes any such research and development payment to Steritech pursuant to this subsection (h), Steritech will grant to Baxter a warrant to purchase capital stock of Steritech on the following terms: (i) the exercise price will be the price per share to Baxter established under subsection
(b), (c) or (d) above (i.e., the subsection applicable to the then current Baxter equity purchase); (ii) the term of the warrant shall extend until two (2) years following market launch in the U.S. or Europe of the first product developed under the Platelet Agreement, but not to exceed seven (7) years from the date such research and development payment was made, subject to earlier termination in the event of merger or acquisition of Steritech; and (iii) the number of shares subject to the warrant shall be equal to ten percent (10%) times the amount of such research and development payment divided by such exercise price. The number of shares subject to the warrant will be appropriately adjusted from time to time for stock splits, stock dividends and the like. Repayment of the amount of the research and development payment will not terminate the warrant.

4.2 OPTION TO PURCHASE EQUITY IN STERITECH. Steritech grants to Baxter the following options to purchase equity in Steritech according to the following terms and schedule:

(a) The Investors' Rights Agreement grants to Baxter the option to participate in other non-public sale of equity in Steritech by purchasing up to nineteen and nine-tenths percent (19.9%) of the Equity Securities sold in such offering, as such term

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is defined in and in accordance with the terms of the Investors' Rights Agreement; and

(b) Steritech agrees that in the event of an initial public offering of equity in Steritech, Baxter has the option of acquiring nineteen and nine-tenths percent (19.9%) of the shares offered to the public at the initial public offering price, net of underwriter discount. The terms and conditions of such a sale to Baxter shall be identical to those terms sold to the public at the initial public offering; provided that the shares will be subject the same to lock-up provisions agreed to by officers, directors and major shareholders. Such option shall be exercised as follows:

At such time as Steritech shall begin serious efforts toward undertaking its initial public offering, Steritech will so notify Baxter in writing. Steritech shall not have any liability arising from any notice or alleged failure to give timely notice under this Section, nor shall any dispute concerning such notice in any way limit or delay Steritech's ability to conduct its initial public offering or expend any rights of Baxter.

In order to guarantee its participation in the offering Baxter must provide notice to Steritech within fourteen (14) days prior to the anticipated filing date of the registration statement for the initial public offering, stating the percentage of such offering, not exceeding nineteen and nine-tenths percent (19.9%), that Baxter will commit to buy (the "commitment notice") (Baxter may also specify a maximum dollar amount of shares it will purchase, which may reduce the percentage of the offering that Baxter would otherwise receive.) In the event that Baxter is unable to provide such commitment notice within such fourteen day period, but notifies Steritech within such period that it is strongly interested in participating in the offering, Steritech will make all reasonable efforts to include Baxter in the offering up to the limits specified above, provided that Steritech will not, in such regard, be obligated to take any action that would delay or otherwise interfere with the offering. In the event the offering is withdrawn, the above procedure will be reinstituted at the time Steritech elects to proceed with a new offering. In the event that the registration statement does not become effective within ninety (90) days after the date of filing of the registration statement, Baxter may by written notice give within seven (7) days thereafter, withdraw its commitment notice.

4.3 STANDSTILL BY BAXTER. Baxter agrees that it will not at any time, nor will it permit any of its Affiliates to, without the prior written consent of Steritech:

(a)(i) acquire, directly or indirectly, by purchase or otherwise, of record or beneficially, other than by the transactions set forth in Sections 4.1 and 4.2 of this Agreement, any securities of Steritech or rights or options to acquire any securities from any holder of such securities if after such acquisition (and giving effect to the exercise of any such

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rights or options) Baxter and its Affiliates would own capital stock of Steritech having twenty and one-tenth percent (20.1%) or more of the voting power of the outstanding capital stock of Steritech; provided, however, that neither (1) the purchase of shares of Common Stock pursuant to Sections 4.1 or 4.2 of this Agreement or (2) subsequent reductions in the number of shares of outstanding capital stock of Steritech (or rights or options therefor) shall be deemed to have caused a violation of this Section 4.3(a);

(ii) To the extent Baxter and/or its Affiliates owns, beneficially or of record, securities of Steritech constituting twenty and one-tenth percent (20.1%) or more of the voting power of the outstanding capital stock of Steritech and such securities include securities of Steritech other than those purchased pursuant to Sections 4.1 or 4.2, Baxter and/or its Affiliates shall be deemed to own "Prohibited Securities." Baxter agrees that neither it nor any of its Affiliates shall (and neither it nor any of its Affiliates shall be entitled to) vote any Prohibited Securities with respect to any matter subject to the vote or written consent of Steritech's stockholders (provided, however, that the foregoing shall not be deemed to limit Steritech's remedies in the event that the excess securities were acquired in violation of this Section);

(iii) Baxter hereby covenants and agrees that it will provide written notice to Steritech of any purchase, sale or other acquisition or disposition, on the open market or in private transactions, by Baxter or any of its Affiliates of any securities of Steritech (or if Baxter or such Affiliates shall direct any third party to take any such actions on behalf of Baxter or such Affiliates). Such notice shall be transmitted to Steritech by facsimile (with telephonic notice) within three (3) business days after any such transaction on the open market or within ten (10) business days after any such private transaction, and shall specify the person or entity effecting the transaction, the date of such transaction, the number of securities and the price per security with respect to such transaction;

(b) solicit proxies with respect to any securities of Steritech under any circumstances for change in the directors or management of Steritech or relating to merger or acquisition of the Company or deposit any securities of Steritech in a voting trust or subject them to a voting agreement or other agreement of similar effect (other than subjecting shares owned by Baxter to a revocable proxy);

(c) initiate, propose or otherwise solicit any stockholder for the approval of one or more stockholder proposals at any time, or induce or attempt to induce any other person to initiate any stockholder proposal for change in the directors or management of Steritech or relating to merger or acquisition of the Company; or

(d) take any action individually or jointly with any partnership, limited partnership, syndicate, or other group or assist any other person, corporation, entity or group in taking any action it could not take individually under the terms of this Section 4.3.

The preceding provisions of this Section 4.3 shall terminate in the event (i) any Person (defined below) or 13D Group (defined below) other than an Affiliate of Baxter) shall have

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commenced a tender offer for a majority of the outstanding shares of Common Stock (including any other outstanding voting securities) of Steritech or (ii) Steritech's Board of Directors (the "Board") shall determine to (A) approve any transaction set forth in clause (i) immediately preceding, (B) liquidate Steritech or sell all or substantially all of the assets of Steritech to another person, (C) approve a merger or consolidation of Steritech with any other person that would result in the voting securities of Steritech outstanding immediately prior thereto continuing to represent less than a majority of the combined voting power of the voting securities of Steritech or such surviving entity outstanding immediately after such merger or consolidation or (D) sell to any person a majority of Steritech's outstanding voting securities. In the event of any determination by the Board pursuant to the immediately preceding clause
(ii), Steritech shall notify Baxter at least 15 days prior to the final approval of such transaction, and any such Board determination shall be conditioned upon the notification by Steritech of Baxter in compliance with this sentence. For purposes of this Section 4.3, a "13D Group" means any group formed for the purpose of acquiring, holding, voting or disposing of securities of Steritech that would be required under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and the rules and regulations promulgated thereunder, to file a statement on Schedule 13D with the (United States Securities Exchange Commission) as a "Person" within the meaning of Section 13(d)(3) of the Exchange Act if such group beneficially owned sufficient securities to require such a filing. All of the provisions of this Section 4.3 shall be reinstated and shall apply in full force according to their terms in the event that: (x) if the preceding provisions of this Section 4.3 shall have terminated as a result of a tender offer, such tender offer (as originally made or as extended or modified) shall have terminated (without closing) prior to the commencement of a tender offer by Baxter or any of its Affiliates that would have been permitted to be made pursuant to the preceding provisions of this paragraph as a result of such third-party tender offer, (y) any tender offer by Baxter or any of its Affiliates (as originally made or as extended or modified) that was permitted to be made pursuant to the preceding provisions of this paragraph shall have terminated (without closing), or (z) if the preceding provisions of this Section 4.3 shall have terminated as a result of a Board determination referred to in the preceding clause (ii), the Board shall have determined not to take any of such actions (and no such transaction considered by the Board shall have closed) prior to the commencement of a tender offer by Baxter or any of its Affiliates that would have been permitted to be made pursuant to the preceding provisions of this paragraph as a result of the initial Board determination referred to in the preceding clause (ii), unless prior to such Board determination not to take any of such actions, any of the events described in the preceding clause (i) shall have occurred. Upon reinstatement of the provisions of this Section 4.3, the preceding provisions of this paragraph shall continue to govern (including, without limitation, those that provide for the termination of the preceding provisions of this Section 4.3) in the event that any of the events described in the preceding clauses (i) or (ii) shall occur. Upon the closing of any tender offer for, or acquisition by Baxter or its Affiliates of, any securities of Steritech or rights or options to acquire any such securities that would have been prohibited by the preceding provisions of this Section 4.3 but for the provisions of this paragraph, all provisions of this Section 4.3 shall terminate.

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5. SUPPLY OF STERITECH COMPOUND AND SYSTEM MANUFACTURING.

5.1 STERITECH RESPONSIBILITIES. Steritech shall at all times use commercially reasonable efforts to supply, or have supplied, Baxter's demand for the Steritech Compounds used in each System. The Parties shall agree in good faith upon a forecasting, order, supply and delivery mechanism for the Steritech compounds.

5.2 BAXTER RESPONSIBILITIES. Baxter shall be responsible for all aspects relating to scale-up, production, marketing and distribution of each System, but not including manufacturing of the inactivation compound.

5.3 INSTRUMENT PRODUCTION. Baxter shall tool and scale up the production model of any Instrument needed for each System. Baxter shall be responsible for production and manufacture of the Instrument and associated software of each System.

5.4 SYSTEM SPECIFICATIONS. Baxter's manufacture of each System shall be in accordance with Systems Specifications as finally approved in writing by the Management Board. Any change in Systems Specifications must be approved in writing by the Management Board.

5.5 STERITECH SPECIFICATIONS. Steritech shall supply Steritech Compounds in Bulk Form to Baxter to be used as a component of a System and Baxter shall obtain Steritech Compounds to meet its requirements of inactivation compounds for use in the Field from Steritech. Steritech Compounds shall meet the Specifications for Steritech Compounds as finally approved in writing by the Management Board. Any change in specifications for Steritech Compounds must be approved in writing by the Management Board.

5.6 SOURCE OF SUPPLY. In the event Baxter recommends that Steritech change Steritech's source of raw materials or Steritech Compound because of actual or anticipated irregularity of supply, or failure to meet specifications and a viable alternative source of supply is available, Steritech will support Baxter in Steritech's obtaining such alternate source to the extent commercially reasonable.

5.7 FAILURE OF STERITECH TO MEET BAXTER REQUIREMENTS. To the extent that Steritech cannot meet Baxter's requirements for Steritech Compound, Baxter shall be free to obtain Steritech Compound from a third party. Steritech agrees to provide the third party that Baxter selects with the necessary information and Steritech Know-How to allow the third party to make the Steritech Compound.

5.8 SYSTEM IMPROVEMENTS. During the term of this Agreement, as approved by the Management Board, the Parties will cooperate in making improvements to each System to meet changing market needs. The costs for such System Improvements of Inactivation Packages shall be budgeted by the Management Board and subject to cost sharing pursuant to Section 3.5 and shall be added to the Final Project Total Budget.

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6. MARKETING AND DISTRIBUTION RIGHTS: EXCLUSIVE DISTRIBUTION RIGHTS.

6.1 COMMERCIALIZATION. Baxter shall use commercially reasonable efforts to market and sell Systems developed under this Agreement in those countries of the world in which the Management Board determines that such Systems should be marketed and sold.

6.2 MEETINGS CONCERNING MARKETING. The Management Board shall meet from time-to-time to discuss and approve marketing strategies in order to optimize customer acceptance and effective promotion of the System. All final decisions regarding System marketing, distribution and pricing shall be made by the Management Board reasonably and in good faith. Baxter shall follow the strategies established by the Management Board. In the event that any product is sold by Baxter for a price less than the price established by the Management Board for such product, for the purpose of computation of Net Sales, the product will be deemed to be sold at the price established by the Management Board.

6.3 RESERVED RIGHT TO COMPETE. With the exception of psoralens or ALE compounds, Baxter expressly reserves the right to research, develop and market inactivation/decontamination products (expressly including inactivation/decontamination products which compete indirectly or directly with the Systems developed and marketed under this Agreement) which incorporate technology owned or licensed by Baxter, and/or third parties to make, use and sell such inactivation/decontamination products. Nothing herein shall be interpreted to limit in any manner such right of Baxter. Baxter shall notify Steritech in writing if Baxter commences development internally or with a third party of a competing inactivation or decontamination product in a program in which Baxter has budgeted at least one million dollars ($1,000,000) in any twelve (12) month period of research and development expenses (or equity investment), acquires marketing rights to a competing inactivation or decontamination product or commences marketing of a competing inactivation or decontamination product, or files an application for 510(k) or I.N.D., or foreign equivalent, for such a competing product.

6.4 COMPETING PRODUCTS. In the event Baxter markets within a specific country or territory an inactivation/decontamination product that competes directly with a specific System developed under this Agreement, Baxter's rights under this Agreement shall become co-exclusive with Steritech for the specific System in that specific country or territory only, allowing Steritech to market, sell and distribute the System itself within the specific country or territory or, if Steritech chooses, through a single Approved Distributor (or Approved Distributors, so long as only one Approved Distributor is appointed per geographic region) within the specific country or territory. The sharing of Premium shall be adjusted according to Section 7.3.

6.5 COMMENCEMENT, CESSATION OF MARKETING. If (a) according to the Management Board, Baxter (through its own efforts or those of its distributors) has not marketed a specific System within a specific country or territory following Market Launch within a reasonable time, but not less than one year nor more than three years from Market Launch, or (b) after commencement of marketing of a specific System in a particular country or territory, Baxter shall cease marketing (or be prevented from marketing by governmental action concerning Baxter) of such System in such country or territory in the manner required under this

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Agreement, Steritech shall have exclusive rights to market that specific System in that specific country or territory only, allowing Steritech to market, sell and distribute the System itself within the specific country or territory, or if Steritech chooses, through an Approved Distributor (or Approved Distributors, so long as only one Approved Distributor is appointed per geographic region) within the specific country or territory. The sharing of Premium shall be adjusted according to Section 7.3. If, according to the Management Board, Steritech (through its own efforts or those of its distributors) has failed to gain a sufficient market share for a particular System within a specific country or territory within three (3) years after Steritech has obtained marketing rights in such country or territory, or to gain or maintain sufficient market share in such country at any time thereafter, or has ceased marketing of a Specific System in any country or territory, Steritech's rights under this Agreement shall become co-exclusive with Baxter for that specific System in that specific country or territory, allowing Baxter to market, sell and distribute the System itself within the specific country or territory or, if Baxter chooses, through a single Approved Distributor (or Approved Distributors, so long as only one Approved Distributor is appointed per geographic region) within the specific country or territory.

6.6 ACHIEVEMENT OF MARKET SHARE. If, according to the Management Board, Baxter (through its own efforts and those of its distributors) has not gained a sufficient market share for a particular System within a specific country or territory within three (3) years following Market Launch, or has not to gained or maintained sufficient market share in such country at any time thereafter, Baxter's rights under this Agreement shall become co-exclusive with Steritech for that specific System in that specific country or territory, allowing Steritech to market, sell and distribute the System itself within the specific country or territory or, if Steritech chooses, through a single Approved Distributor (or Approved Distributors, so long as only one Approved Distributor is appointed per geographic region) within the specific country or territory. The sharing of Premium shall be adjusted according to Section 7.3.

6.7 SUPPLY OF BAXTER GOODS. Baxter shall provide the necessary Baxter disposables, Blood Pack Units(R), Instruments, or other components necessary for Steritech, or Steritech's Approved Distributor, to sell Systems under Sections 6.4, 6.5 and 6.6. Steritech shall forecast its needs for such Baxter disposables, apheresis kits, Blood Pack Unit(R), Instruments or other components under Sections 6.4, 6.5 and 6.6. Baxter's Cost of Goods/Base Revenue under this section shall be reimbursed under Section 7.3. Baxter shall not, however, be obligated to develop, reconfigure, modify, qualify or seek Regulatory approval for any disposables, apheresis kits, Blood Pack Units(R), Instruments or other components supplied to Steritech or Steritech's Approved Distributor under this Section.

6.8 REQUALIFICATION. In the event Steritech obtains marketing rights under Section 6.5, 12 or 16, or in the event Baxter does not supply sufficient goods under Section 6.7 to meet Steritech's needs (without limiting Baxter's obligation to supply such goods) Steritech may, or may license third parties to, make, have made, use, sell and have sold products using the Steritech Compounds or under the Steritech Patents or Steritech Know-How, and under any patents or know-how under which Steritech is licensed pursuant to Section 8.5(b) hereof, for the use and in the particular country or countries for which Steritech has marketing rights, provided

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that such products are qualified for regulatory approval on Steritech's or such third party's own system.

6.9 MANAGEMENT BOARD ACCESS TO AND REVIEW OF MARKETING AND DISTRIBUTION INFORMATION. A party marketing and distributing products under this Agreement will provide to the Management Board all information in such party's possession as the Management Board may reasonably require from time to time to review and make decisions concerning marketing and distribution, including without limitation breakdown and substantiation of any data provided pursuant to Section 13 of this Agreement. If the information requested of a party is information that is not normally collected by the party, and requires substantial additional expense of such party to collect and provide, such additional expense shall be borne equally by the parties.

7. REVENUE SHARING.

7.1 REVENUE SHARING PAYMENTS. In consideration of the Cooperative Development Work to be undertaken and other obligations set forth herein, the parties agree to share Net Sales as follows: Subject to the provisions of Sections 3.5, 3.7(a), 7.2, 7.3, 7.4, and 12, no later than sixty (60) days after the first and all subsequent calendar quarters following the Market Launch of the System, (a) Baxter shall pay to Steritech, with respect to Net Sales in such calendar quarter, a sum equal to: (1) Steritech's Cost of Goods/Base Revenue; and (2) fifty percent (50%) (or such other percentage is established pursuant to
Section 3.5 hereof) of the Premium during such calendar quarter ("Revenue Sharing Payments"), and (b) Baxter shall retain for itself the balance of the proceeds of Net Sales of Systems shipped during such Calendar Quarter. On each such date a party that has received in such calendar quarter a royalty, license fee or other consideration for licensing or sublicensing rights hereunder shall pay to the other party the amount due to such party under Section 7.4. The Revenue Sharing Payments due and payable hereunder shall be computed for each calendar quarter in the currency in which the sale was made, but shall be definitively discharged by payment to Steritech in U.S. dollars converted from such currency using the average of spot rates for such currency for the last business day of the second and third months of such quarter and of the first month of the subsequent quarter, as quoted in the Wall Street Journal (or such other mutually agreeable financial publication of international circulation or rates published by Baxter's corporate treasury, if mutually agreed).

7.2 BAXTER SOURCING STERITECH COMPOUNDS. In the event Baxter sources the Steritech compounds from an alternate source, Baxter shall retain for itself the Cost of Goods/Base Revenue for the Steritech Compounds in the Systems shipped during such calendar duration.

7.3 STERITECH AS SELLER OF SYSTEMS. In the event Steritech, or an Approved Distributor appointed by Steritech, is the seller of the Systems under Sections 6.4, 6.5 or 6.6, Steritech shall retain for itself its Cost of Goods/Base Revenue, and the Marketing and Administrative Expenses, and pay to Baxter, Baxter's Cost of Goods/Base Revenue and the percentage of Premium received by each of the parties will equal the percentage contributed by such party to the sum of (a) cash contributed to the final Project Total Budget, PLUS
(b) Noncash Contribution to the Project, provided that for the purposes of computations under this Section, Baxter's Noncash Contribution shall be reduced by (i) fifty percent (50%) if such sales are made

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pursuant to Section 6.4 or 6.6, or (ii) by seventy-five percent (75%) if such sales are made pursuant to Section 6.5. In the event that Steritech purchases any components from Baxter, as provided in Section 6.7, Baxter's share of the Premium split shall be not less than fifty percent (50%) of Baxter's Cost of Goods for such components.

7.4 LICENSING. In the event either Steritech (pursuant to Section 6.8 hereof) or Baxter (pursuant to Section 8.4 hereof) licenses or sublicenses a third party to rights arising under this Agreement, all royalties, license fees and other consideration received from such licensing or sublicensing (excluding research or development payments) shall be shared by the parties according to the percentage of the sum of (a) funding by each party in the Final Project Total Budget (or such lesser amount as shall have been expended by Baxter and Steritech to enable the parties to license or sublicense the rights hereunder and to comply with their development obligations under the license or sublicense agreement), plus (b) Noncash Contribution to such Project made by each party, provided that for the purposes of this Section, Steritech's and Baxter's Noncash Contributions will be equitably adjusted to reflect the relative contribution of Steritech Patents and Steritech Know-How and Baxter Patents and Baxter Know-How to the rights being licensed or sublicensed, but in all events Baxter's Noncash Contribution shall be reduced by not less than seventy-five percent (75%). Notwithstanding the foregoing, Steritech will not have any obligation to pay any royalty, license fee or other consideration with respect to any licensing by Steritech to third parties pursuant to the rights of Steritech under Section 8.5(a) of this Agreement.

7.5 DISTRIBUTOR SALES. In the event that either party sells Inactivation Packages or Integrated Inactivation Sets through a distributor, Net Sales shall be computed as set forth in paragraph (c) of the definition of Net Sales, and the Distributor Portion will not diminish the Revenue Sharing Payment receivable by the other party.

8. PATENTS, KNOW-HOW, LICENSE GRANTS.

8.1 STERITECH SOLE OWNERSHIP. Steritech shall own all Steritech Patents and Steritech Know-How.

8.2 BAXTER SOLE OWNERSHIP. Baxter shall own all Baxter Patents and Baxter Know-How.

8.3 JOINT PATENTS.

(a) Baxter shall own, and is hereby assigned, all Joint Patents specifically reading on materials and configuration of blood bags and associated tubes and connections, developed under this Agreement. Except as provided in Section 8.3(b), Steritech shall own, and is hereby assigned, all other Joint Patents, including without limitation Joint Patents reading on the compounds, and methods of using or removing compounds, developed under this Agreement.

(b) Steritech shall own, and is hereby assigned, all Joint Patents specifically reading on the illumination device elements of Instruments developed under this agreement,

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including hardware and software associated with the illumination device elements. Baxter shall own, and is hereby assigned, all Joint Patents specifically reading on all other elements of Instruments developed under this Agreement.

(c) Within the Field the parties shall use any Joint Patents solely for the development, sale or licensing of Systems pursuant to this Agreement.

8.4 LICENSE.

Subject to the terms and conditions of this Agreement, for Systems whose manufacture, use or sale is covered by a claim of a Steritech Licensed Patent, or which use Steritech Licensed Know-How, Steritech hereby grants Baxter an exclusive, paid-up, royalty free (except as provided herein) license, with the right to sublicense (if such sublicense is approved in advance by the Management Board), under Steritech Licensed Patents and Steritech Licensed Know-How to make, have made, sell or have sold such Systems, and to use such Systems solely for promotion and sale thereof, worldwide, solely for use in the Field. Notwithstanding the foregoing, for any country or territory where such marketing rights become co-exclusive or exclusive to Steritech pursuant to Sections 6.4, 6.5 or 6.6 of the Agreement, such license shall automatically become co-exclusive with Steritech, or the rights shall revert exclusively to Steritech, as the case may be, for such country or territory. Except as set forth herein in Section 5.7, such license shall exclude the right to make or have made Steritech Compounds. As to Steritech Compounds, such license shall be limited to the Steritech Compounds that are selected by the Management Board for a specific Project within the Field. Notwithstanding anything in this Section or elsewhere in this Agreement, Baxter shall not have any license or distribution rights in or to any Steritech Patent or Steritech Know-How to the extent relating to (a) the inactivation of bacteria, viruses, parasites or other pathogens through use of compounds other than psoralens or ALE compounds, or (b) the [*] inactivation system development at Steritech, or (c) use outside the Field, except as provided in Section 8.6 of this Agreement.

8.5 STERITECH RIGHTS.