Item 5.02. Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On January 12, 2009, the Compensation Committee of the Board of Directors of Cerus Corporation (the "Company") approved an amendment to the Company's employment agreement with William J. Dawson, the Company's Chief Financial Officer, to include a material adverse change in his job responsibilities as an event giving rise to a "good reason resignation" by Mr. Dawson.

A copy of the above referenced amended employment agreement is filed hereto as Exhibit 10.1 and is incorporated herein by reference. The foregoing description is subject to, and qualified in its entirety by, the text of the amended employment agreement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

10.1 Amended and Restated Employment Agreement, by and between the Company and William J. Dawson, dated January 16, 2009.

1.

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