8-K

 

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): June 14, 2010

ThermoGenesis Corp.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	333-82900	94-3018487
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2711 Citrus Rd., Rancho Cordova, California		95742
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 916-858-5100

Not Applicable
______________________________________________
Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On June 14, 2010, ThermoGenesis Corp. (the "Company") and Asahi Kasei Kuraray Medical Co., Ltd. ("Asahi") entered into an amendment (the "Amendment") of their Distribution and License Agreement, effective March 28, 2005. Under the terms of the Amendment, Asahi will obtain exclusive rights to distribute the CryoSeal ® System in South Korea, North Korea, Taiwan, the Peoples Republic of China, the Philippines, Thailand, Singapore, India and Malaysia. These rights shall include the exclusive right to market, distribute and sell the processing disposables and Thrombin Reagent for production of thrombin ("Thrombin Activation Device") stand alone product. The Company shall provide support to Asahi in the form of maintaining manufacturing capabilities of the CryoSeal System products until the earlier of when Asahi receives regulatory approval from the Ministry of Health, Labour and Welfare of Japan (MHLW) or December 31, 2012, upon which the Company shall have no further obligation to manufacture the products. Asahi shall then have a non-exclusive right to manufacture such products outside of Japan. Asahi shall continue to pay license fees and royalty payments to the Company. The Amendment extends the initial term of the original agreement to March 28, 2013.

On June 14, 2010, in connection with the above-described Amendment, the Company and Asahi also entered into an Option Agreement ("Option Agreement"). Under the terms of the Option Agreement, the Company granted Asahi an option to purchase certain intellectual property rights of the Company related to the CryoSeal ® System, including but not limited to patents and patent applications, FDA-PMA ownership relating to the products and certain related contracts and contractual relationships. Asahi may exercise the Option Agreement at any time after the effective date of the Amendment, but no later than the earlier of the fifth (5th) anniversary of the Amendment.

The foregoing descriptions of the Amendment and the Option Agreement do not pu rport to be complete and are qualified in their entirety by reference to the complete text of the Amendment and Option Agreement, which are filed as Exhibit 10.1 and Exhibit 10.2 hereto, respectively, and are incorporated herein by reference.

For more information, see the Amendment attached as Exhibit 10.1, the Option Agreement attached as Exhibit 10.2, and the Press Release attached as Exhibit 99.1.

Cautionary Statement

A copy of the Amendment and Option Agreement have been attached as exhibits to this Report on Form 8-K to provide investors with information regarding their terms. Except for its status as a legal document governing the contractual rights among the Company and Asahi in relation to the transactions described in this Item 1.01, the Amendment and the Option Agreement are not intended to be a source of factual, business or operational information about the Company, Asahi, or their respective businesses.

Item 9.01 Financial Statements and Exhibits.

10.1 Amendment to Distribution and License Agreement between ThermoGenesis Corp. and Asahi Kasei Kuraray Medical Co., Ltd. effective June 14, 2010*

10.2 Option Agreement between ThermoGenesis Corp. and Asahi Kasei Kuraray Medical Co., Ltd. effective June 14, 2010*

99.1 Press Release dated June 16, 2010, titled "ThermoGenesis Announces Agreement Related to Plan for Divestiture of CryoSeal ® Product Line"

* Portions of this exhibit have been redacted and filed separately with the Securities and Exchange Commission pursuant to a request for confidential treatment.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	ThermoGenesis Corp.
June 16, 2010	By:	Matthew T. Plavan
		Name: Matthew T. Plavan
		Title: EVP, COO & CFO

Exhibit Index

Exhibit No.	Description
10.1	Amendment to Distribution and License Agreement between ThermoGenesis Corp. and Asahi Kasei Kuraray Medical Co., Ltd. effective June 14, 2010*
10.2	Option Agreement between ThermoGenesis Corp. and Asahi Kasei Kuraray Medical Co., Ltd. effective June 14, 2010*
99.1	Press Release dated June 16, 2010, titled “ThermoGenesis Announces Agreement Related to Plan for Divestiture of CryoSeal (R) Product Line”

EX-10.1

[*] Designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission

AMENDMENT TO
DISTRIBUTION AND LICENSE AGREEMENT

This Amendment effective as of June 14, 2010 (the “Amendment”) is made by and between Asahi Kasei Kuraray Medical Co., Ltd., a Japanese corporation (“ASAHI”) with an office and place of business at 1-105 Kanda Jinbocho, Chiyoda-ku, Tokyo 101-8101 Japan, and ThermoGenesis Corp., a Delaware corporation, (“THERMO”) with an office and place of business at 2711 Citrus Road, Rancho Cordova, California 95742, U.S.A., to the Distribution and License Agreement originally entered into effective as of the 28th day of March, 2005, by and between ASAHI and THERMO (the “Original Agreement”).

WITNESSETH:

WHEREAS, the parties wish to amend and restate several terms and conditions of the Original Agreement;

NOW, THEREFORE, in consideration of the premises and mutual promises herein made, the parties hereby agree as follows:

1. The 8th and 9th whereas clauses shall be added on page 2 of the Original Agreement as follows;

WHEREAS, the parties executed the “Distribution and License Agreement” as of 28th day of March 2005, under which THERMO appointed ASAHI as the non-exclusive distributor to market, distribute and sell the TAD Stand Alone and granted to ASAHI the non-exclusive right and license to use, market, distribute, sell, manufacture and have manufactured the TAD Stand Alone in Japan and ASAHI paid to THERMO License and Distribution Fee equal to $[*] under Section 9 (a) of the said agreement.

WHEREAS, the parties executed “Addendum #1” of the “Distribution and License Agreement” as of June 1st, 2008 to extend the term.

2. Section 1 b. of the Original Agreement shall be amended and restated in its entirety as follows;

b. ”Asian Pacific Rim Countries” means South and North Korea, Taiwan, the Peoples Republic of China, the Philippines, Thailand, Singapore, India and Malaysia.

3. Section1 h. of the Original Agreement shall be amended and restated in its entirety as follows;

h. ”Licensed Patents” shall mean; (i) the Patent Applications and any corresponding national and regional patent applications with respect to the Product in the Territory and Asian Pacific Rim Countries; (ii)any patent applications with respect to the Product in the Territory and Asian Pacific Rim Countries that are or will be owned or controlled by THERMO during the term of this Agreement; (iii)any patent issued on the patent applications stated in (i) and (ii); (iv)any patent maturing from (i), (ii) and (iii) including all extensions, continuations, continuations-in-part or divisions, reexaminations and reissues; or equivalent, if any, related to the Product.

4. Section 2 of the Original Agreement shall be amended and restated in its entirety as follows;

2. Appointment of Exclusive Distributor.
THERMO hereby appoints ASAHI as THERMO’s exclusive distributor within the Territory and Asian Pacific Rim Countries to market, distribute and sell the Product, including TAD Stand Alone, to be supplied by THERMO for any purpose, including, but not limited to, surgical procedures and regeneration medical treatment. During the term of this Agreement, THERMO may not directly or indirectly market, distribute or sell the Product within the Territory and Asian Pacific Rim Countries. ASAHI may appoint one or more sub-distributors within any portion of the Territory and Asian Pacific Rim Countries.

5. Section 3 of the Original Agreement shall be deleted.

6. A new Section 4 (d) shall be added to Section 4 of the Original Agreement as follows;

d. Obligations of THERMO.

(1)Until ASAHI obtains the approval by MHLW to receive the reimbursement of the Product, but no later than December 31, 2012 (which can be extended by mutual consent), THERMO shall maintain manufacturing functions of the Product as they are as of the date of the Amendment. Without limiting the generality of the foregoing sentence, THERMO shall not make any changes to (i) materials, parts and components of the Product (collectively “Component”) (ii) design of the Product (iii) manufacturing process and site of the Product [and Component] and (iv) approved quality system for the Product, from as it is as of the date of Amendment. Further, THERMO shall accept any audit required by MHLW in relation to ASAHI’s obtaining or maintaining such approval. In the event that any Component used as of the date of the Amendment becomes obsolescent and/or unable to procure, THERMO shall immediately notify ASAHI of such event and shall take all reasonable alternative measures to address such event, such as building stocks or replacing such Component with equivalent Component, in any case with a prior written consent of ASAHI.

(2)THERMO shall give full support to ASAHI to obtain the approval by MHLW to receive the reimbursement of the Product by providing ASAHI with necessary documents, data, information and materials and performing additional evaluation tests, including (i) Evaluation of CP-3 performance after high irradiation dose (ii) Evaluation of Applicator (Spray tip) performance after high irradiation dose (iii) Evaluation of Applicators (Drop/Line tip) performance after high irradiation dose (iv) Functional test of Applicator (Spray tip) after 2 year real time aging and (v) Functional test of Applicator (Drop/Line tip) after 2 year real time aging, or any other support to be determined by ASAHI upon ASAHI’s reasonable request. Protocols of such tests shall be made by THERMO and authorized by ASAHI. Additionally, THERMO shall modify the Product, if reasonably requested by ASAHI for the purpose of obtaining the approval of MHLW.

7. Section 5 (b) of the Original Agreement shall be deleted in its entirety.

8. A new Section 5 (i) shall be added to Section 5 of the Original Agreement as follows;

i. ASAHI shall be responsible for the manufacture of the Products from and after December 31, 2012 (unless otherwise extended by mutual consent) and thereafter all obligations of THERMO to manufacture the Products shall terminate and the Original Agreement shall be amended such that ASAHI shall have the additional non-exclusive right and license, with the right to sub-license, to manufacture and have manufactured the Products and any improvements and modifications thereof out of the Territory.

9. Section 7 (a) of the Original Agreement shall be amended and restated in its entirety as follows;

a. Grant of Exclusive License. THERMO grants ASAHI the exclusive right and license under the Intellectual Property Right, with the right to sublicense, (i) to use, market, distribute and sell the Product within the Territory and Asian Pacific Rim Countries, (ii) to manufacture and have manufactured the Product and any improvement and modification thereof within the Territory, for any purpose including, but not limited to, surgical procedures. During the term of this Agreement, Thermo may not grant to any third party a right or license granted to ASAHI under this Section 7 (a) within the Territory and Asian Pacific Rim Countries.

10. Section 7 (d) of the Original Agreement shall be amended and restated in its entirety as follows;

d. Technical Support. THERMO shall make available and transfer to ASAHI, any and all technical, manufacturing and other information in its possession at any time during the term of this Agreement relating to Product including Know-How, specifications and quality control information, until ASAHI deems design verification, product realization and field evaluation of the Product have been completed. The aforementioned transfer shall be made through such activities by THERMO as assisting Asahi’s preparation of filings and for inspections, accepting ASAHI personal for on-site training for a certain period and dispatching competent personnel to ASAHI to give appropriate training or instructions, and any other means as reasonably requested by ASAHI. Each party shall bear its own travel expenses required for such activities. Further, THERMO shall give full support to ASAHI on transfer of Know-How, technology or related information on customer service including maintenance of the Product, through such activities as providing documents and information and any other support to be requested by ASAHI.

11. Section 7 (e) and (f) of the Original Agreement shall be deleted in its entirety. The Parties shall cause the Joint Escrow Agreement referred to in Section7(e) of the Original Agreement to be terminated as soon as possible, and immediately thereafter shall cause all Technical Documentation currently held by Tashiro Patent Office to be delivered to ASAHI with full update by THERMO.

12. Section 8 of the Original Agreement shall be deleted in its entirety.

13. Section 9 (a) of the Original Agreement shall be amended and restated in its entirety as follows;

a. License Fee.

(1) ASAHI shall pay to THERMO a fee of US $1,000,000 in total by the end of June 30, 2010 in consideration of (i) the right and license set force in Section 2 and 7(a), (ii) the THERMO’s expense and cost for Section 4 (d), (iii) the THERMO’s expense and cost for Section 7 (d) and (iv) the option THREMO grants to ASAHI pursuant to the separate agreement signed by the Parties concurrently with the Amendment. Breakdown of such consideration shall be (i) US$[*], (ii) US$[*], (iii) US$[*] and (iv) US$[*].

(2) In the event that THERMO fails to perform its obligations set forth in Section 4 (d) and/or Section 7 (d), THERMO shall refund to ASAHI all consideration of (ii) and/or (iii) set force in Section9(a)(1) paid by ASAHI for its obligations.

14. Section 9 (b) of the Original Agreement shall be amended and restated in its entirety as follows;

b. ASAHI shall pay to THERMO the running royalty equal to [*] percent ([*]%) of the price billed by ASAHI or its sub-licensee to the customer of the Products (excluding Device and Applicators) which are manufactured under Section 7(a) and sold by ASAHI or its sub-licensee in the Territory and Asian Pacific Rim Countries, less (i) transportation and insurance charges or allowances, if any included in such price; (ii) discounts allowed, and commissions paid in lieu of trade discounts in amounts customary in the trade, (iii) credits and allowances, if any, given or made on account of the return or rejection of such Product previously delivered or retroactive price reductions and (iv) consumption taxes and any other tax if any.

15. The first sentence of Section 10 of the Original Agreement shall be amended and restated in its entirety as follows;

THERMO hereby grants to ASAHI the exclusive, royalty-free right and license (with the right to sublicense for marketing and manufacturing purposes only) to use all trademarks with respect to the Product owned by THERMO in connection with the manufacturing, marketing, distribution, sale and post-sale field service, technical assistance and support of its rights hereunder in the Territory and Asian Pacific Rim Countries. THERMO shall use all reasonable efforts to cause such trademarks to be maintained during the term of this Agreement.

16. Section 11 of the Original Agreement shall be deleted.

17. Section 12 of the Original Agreement shall be amended and restated in its entirety as follows;

It is understood that any invention, know-how and any other technical information with respect to the Product and any intellectual property rights thereunder obtained solely by either party shall be owned by such party and those obtained jointly by the parties shall be owned by ASAHI.

18. Section 16 (a) of the Original Agreement shall be amended and restated in its entirety as follows;

a. To the extent it has not done so, THERMO, through its own patent attorney, shall cause to be filed and prosecuted the existing Patent Applications and all future patent applications which lend protection to the Product in the Territory and Asian Pacific Rim Countries. THERMO agrees to exercise all reasonable efforts to cause such applications to be prosecuted and all Licensed Patents issued in respect thereof to be maintained in such manner that the best possible patent protection may be obtained thereon, provided that (i) THERMO shall, in advance, consult ASAHI on the step for the filing, prosecution and/or maintenance of any Patent Application or Licensed Patent in the relevant patent office in the Territory and Asian Pacific Rim Countries and take such steps fully considering ASAHI’s opinion, and (ii) THERMO shall keep ASAHI promptly and fully informed of the course of the filing, prosecution and/or maintenance of any Patent Application or Licensed Patent in the Territory and Asian Pacific Rim Countries by providing ASAHI with copies of communications between THERMO and the relevant patent office in the Territory. In the event that THERMO fails to take action in the Territory and Asian Pacific Rim Countries pursuant to ASAHI’s reasonable request, ASAHI may, on behalf and in the name of THERMO through patent attorneys designated by it, cause to be filed and/or prosecute Patent Applications, and cause to be maintained all Licensed Patents, in the Territory and Asian Pacific Rim Countries, in which case the reasonable out-of-pocket expenses and cost including attorney’s fee incurred by ASAHI in connection with the filing, prosecution and/or maintenance of any Patent Application or Licensed Patent in the Territory and Asian Pacific Rim Countries may be creditable against any payment for the Product supplied by THERMO and the license fee and royalty payments under Section 9.

19. Section 16 (b) of the Original Agreement shall be amended and restated in its entirety as follows;

Whenever the Licensed Patents are issued in Japan, ASAHI shall, in the name of THERMO but at ASAHI’s own cost and expense, have the right to have the grant of the SENYOU JISSHIKEN set forth in the article 77 of Japanese Patent Law on the all Licensed Patents through the life of such Licensed Patents to the full extent of their claims registered with the Japanese Patent Office and THERMO shall cooperate with ASAHI to register the grant of the SENYOU JISSHIKEN on the Licensed Patents. ASAHI will, at its cost, take necessary procedures to cancel the registration of the SENYOU JISSHIKEN upon termination of this Agreement.

20. Section 18 of the Original Agreement shall be amended and restated in its entirety as follows;

In the event that either party shall become aware that any Licensed Patent is being infringed by a third party, such party shall notify the other of the facts in respect thereof. In case such infringement takes place outside the Territory and Asian Pacific Rim Countries, THERMO shall enforce the Licensed Patents against such infringer if requested by ASAHI. In case such infringement takes place within the Territory and or Asian Pacific Rim Countries, ASAHI shall have the first right to enforce the Licensed Patents against such infringer in the name of ASAHI, in the name of THERMO or in both their names. THERMO shall cooperate with ASAHI as reasonably requested by ASAHI in taking any such actions against such infringer and ASAHI and THERMO shall be entitled to all amounts recovered as a result or consequence of such actions, proportionate with their respective actual costs and damages. If ASAHI does not take such action within ninety (90) days after the receipt of written notice from THERMO requiring ASAHI to take such action, THERMO shall be entitled to enforce the Licensed Patents against such infringer at its own cost and shall be entitled to all amounts recovered as a result or consequence of such actions.

21. Section 20 (a) of the Original Agreement shall be amended and restated in its entirety as follows;

This Agreement shall become effective on the date first above written and, unless earlier terminated under Section 20(b), 20(c) and 20(d) shall remain in full force and effect for a period of eight (8) years from the effective date of this Agreement and shall be automatically extended for one (1) year and thereafter from year to year unless ASAHI sends to THERMO a written notice for non-renewal not later than ninety (90) days prior to the expiration of the initial term or any extended term.

22. Section 20 (e) of the Original Agreement shall be deleted.

23. All other provisions of the Original Agreement shall remain intact and effective as originally stated.

24. Exhibit A and B of the Original Agreement shall be replaced with Exhibit A-2 and B-2 attached to this Amendment.

25. Exhibit C of the Original Agreement shall be deleted.

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

ASAHI
Asahi Kasei Kuraray Medical Co., Ltd.

By: /s/ Y Yoshida

Date: June 14, 2010

Name: Yasuyuki Yoshida
Title: President & CEO

THERMO
ThermoGenesis Corp.

By: /s/ J. Melville Engle

Date: June 11, 2010

Name: J. Melville Engle
Title: CEO

[*] Designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission

OPTION AGREEMENT

This Option Agreement (“Agreement”) is entered into as of the 14th day of June, 2010 (“Effective Date”) by and between Asahi Kasei Kuraray Medical Co., Ltd., a Japanese corporation (“ASAHI”) with an office and place of business at 1-105 Kanda Jinbocho, Chiyoda-ku, Tokyo 101-8101 Japan, and ThermoGenesis Corp., a Delaware corporation, (“THERMO”) with an office and place of business at 2711 Citrus Road, Rancho Cordova, California, 95742, U.S.A.

WITNESSETH:

WHEREAS, the parties executed the “Distribution and License Agreement” as of 28th day of March 2005 (“License Agreement”), and “Amendment to Distribution and License Agreement” (“Amendment”) to be signed concurrently with this Agreement, under which (i) THERMO appoints ASAHI as the exclusive distributor to market, distribute and sell in Asia Pacific Rim Countries and (ii) THERMO grants to ASAHI the exclusive right to use, market, distribute, sell, have and to have manufactured in Japan the Product (as defined in the License Agreement), (iii) THERMO commits to maintain manufacturing function of the Product and to support ASAHI to obtain the approval by MHLW to receive the reimbursement of the Product (“Approval”);

WHEREAS, THERMO is willing to grant to ASAHI certain rights and options to purchase certain assets owned or controlled by THERMO for its worldwide wound care business relating to the CryoSeal System (as defined in the License Agreement) and the Products as a part of the consideration for ASAHI’s payment to be made under Section 9 of the Amendment; and

WHEREAS, ASAHI is willing to obtain such right and option in accordance with the terms and conditions set forth below.

NOW, THEREFORE, in consideration of the premises and mutual promises herein made, the parties hereby agree as follows:

1. Grant of the Option

(1) THERMO hereby grants ASAHI an option (the “Option”) to purchase the following items (“Assets”) under the terms and conditions hereinafter set forth;

a            All intellectual property rights that are necessary or related to THERMO’s worldwide wound care business in relation to the “CryoSeal System” and the Products (“Business”), booked or non-booked, including, but not limited to, the patents and patent applications listed in Exhibit A of this Agreement, , the trademarks listed in Exhibit B of this Agreement and any and all commercial and technical know-how, trade secrets, skills and information relating to the Business (the “Know-How”) (collectively, “Intellectual Property Rights”).

b            FDA-PMA ownership relating to the Products (“FDA-PMA”)

c            Contracts and contractual relationships with THERMO’s vendors related to manufacturing the Product and any rights and obligations thereunder which ASAHI designates when it exercises the Option, except any rights and obligations having become accrued prior to the date of ASAHI’s exercise of the Option (the “Exercise Date”) for which THERMO shall remain fully responsible either prior to or after the Exercise Date; it being understood that THERMO shall assign such contracts and contractual relationships as Asahi designates to the extent they are assignable, and for those not currently assignable, THERMO shall make a good faith efforts to amend such contracts and contractual relationships so that THERMO may assign them to ASAHI if ASAHI designates or terminate if ASAHI does not designate.

(2) All contracts and contractual relationships with THERMO’s existing and future distributors and/or end-users (“Customers”) and any rights and obligations thereunder, including, but not limited to, any obligations to supply the Products or spare parts thereof, any obligations to provide maintenance or repair or any other services, and any liability relating to the Products sold by THERMO before and after the Exercise Date shall be expressly excluded from the Assets, for which THERMO shall remain fully responsible either prior to or after the Exercise Date.

(3) ASAHI may exercise the Option at any time after the effective date of the Amendment but, unless otherwise agreed between the Parties, no later than the earlier of (a) fifth anniversary of the effective date of the Amendment or (b) ninety (90) days after the date of the Approval (the “Expiration Date”) by sending a written notice to that effect to THERMO in accordance with the provision of Section 10 of this Agreement.

(4) It is understood and agreed that ASAHI shall not be required to make any additional payment in consideration of THERMO’s grant of the Option.

(5) For the avoidance of doubt, ASAHI assumes no obligations to exercise the Option.

2. Effect of Exercise of the Option.

(1) Upon ASAHI’s exercise of the Option pursuant to Section 1.(3) above, all the rights and titles in the Assets shall immediately and automatically transfer to ASAHI from THERMO.

(2) Within thirty (30) days from the date on which THERMO has completed performance of its obligations under Section 2. (3) through (5) below, ASAHI shall pay to THERMO the price for the Assets to be determined in accordance with the following;

a            US$[*], if the Option is exercised on or before June 30, 2011;

b            US$ [*], if the Option is exercised between July 1, 2011 and June 30, 2012 (both inclusive);

c            US$ [*], if the Option is exercised on or after July 1, 2012; or

d            US$ [*], if the Option is exercised on or after the date of the Approval, notwithstanding clauses a. through c. above.

(3) Within thirty (30) days from the Exercise Date, THERMO shall disclose and or furnish to ASAHI all of the materials, documents, data and information related to the Assets.

(4) Upon request by ASAHI, THERMO shall promptly (in any event within thirty (30) days from the date of such request) prepare and submit any documents necessary for ASAHI to secure its ownership in the Assets, including, but not limited to, any documents necessary to register and/or file the ownership of the Intellectual Property Rights and the FDA-PMA with the relevant governmental authorities.

(5) Within thirty (30) days from the Exercise Date, THERMO shall obtain the approval of the counterparties of the contracts included in the Assets for THERMO’s assignment of such contracts to ASAHI.

(6) Upon the Exercise Date, the License Agreement shall automatically terminate.

(7) From and after the Exercise Date, (a) THERMO shall have a perpetual, royalty-free license under the Assets in order to, and to the extent necessary to, perform THERMO’s obligations to supply the Products or spare parts thereof and to provide maintenance or repair or any other services, to the existing Customers as of the Exercise Date as contemplated in Section 1.(2) above, and (b) ASAHI shall not assert any claim based on the Assets against the existing Customers of THERMO as of the Exercise Date for such Customers’ providing service and selling the Products supplied by THERMO under the foregoing clause (a).

3. Indemnification

(1) THERMO shall indemnify and hold harmless ASAHI and all its affiliates, and their officers, directors, employees and agents from and against any and all existing or future claims associated with all Products sold by THERMO either before or after the Exercise Date, including, but not limited to, any claims or requests by THERMO’s Customers for maintenance, repair or any other services relating to the Business and/or the Products sold by THERMO or supply spare parts thereof, or any product liability or breach of warranty claim by any third party arising out of the Products sold by THERMO, or any claim of infringement on any intellectual property right of any third party arising out of or relating to the Products sold by THERMO.

(2) ASAHI shall indemnify and hold harmless THERMO and all its affiliates, and their officers, directors, employees and agents from and against any and all claims associated with all Products sold or manufactured by ASAHI after the Exercise Date.

4. Representations, Warranties and Covenants

THERMO hereby represents, warrants and covenants to ASAHI that:

(1) As of the Effective Date and thereafter through the Exercise Date, it is a corporation duly organized and in good standing under the laws of Delaware, and has the full power and authority to own and operate its property and assets and to carry out its business as it is now being conducted;

(2) As of the Effective Date and thereafter through the Exercise Date, it has the full power and authority to grant the Option to Asahi and sell the Assets to ASAHI;

(3) As of the Effective Date and thereafter through the Exercise Date, it is the sole owner of the Assets, and agree not to assign, transfer or otherwise convey, or agree to assign, transfer or otherwise convey, the ownership or title to any third party;

(4) As of the Effective Date, it has not granted to any third party any right, license, option or the like that may conflict with the Option except the exclusive distributorship agreements listed in Schedule 4-4 which and THERMO shall use good faith efforts to amend to non-exclusive, and shall or terminate or not renew before such agreements from and after the Exercise Date (subject to the terms of the existing distributorship agreements), and agrees not to grant or agree to grant any such right, license, option or the like to any third party until the earlier of the Expiration Date or the Exercise Date;

(5) As of the Effective Date, the Assets not subject to any pledge, attachment, lien, mortgage or any other encumbrance, and THERMO agrees not to allow any of the Assets to be subject to any such encumbrances until the earlier of the Expiration Date or the Exercise Date;

(6) As of the Effective Date, (i) it is not aware of any intellectual property rights that are owned or controlled by THERMO in connection with the Cryo-Seal System or the Products that are not the Intellectual Property Rights, (ii) if it becomes aware of any such intellectual property rights, it shall updates Exhibits A and B so that such intellectual property rights to be included in the Intellectual Property Rights, and (iii) it shall not assert any intellectual property rights owned or controlled by it (other than the Intellectual Property Rights) against ASAHI’s conducting the Business on or after the Exercise Date;

(7) All application, registration, maintenance and renewal fees in respect of the Intellectual Property Rights due prior to the Effective Date, and all necessary documents and certificates relating to the prosecution of the Intellectual Property Rights required to have been filed before the Effective Date have been paid or filed by THERMO, and it agrees to make any such payments or filings that becomes due after the Effective Date through the earlier of the Expiration Date or the Exercise Date at its costs and expenses;

(8) As of the Effective Date, (i) no patents or patent applications listed in Exhibit A have been found by a court or administrative body of competent jurisdiction to be invalid or unenforceable, (ii) it is not aware of any act that estops ASAHI from enforcing such patents or patent applications, and it is not aware of any prior art or facts that may cause any such patents or patent applications to be declared invalid or unenforceable, and (iii) it agrees to immediately inform ASAHI if it becomes aware of any facts that would result in the circumstances set forth in (i) or (ii) above;

(9) As of the Effective Date, it is not aware that any Intellectual Property Rights are being infringed or misappropriated by any third party, and agree to immediately inform ASAHI if it becomes aware of any such infringement or misappropriation before the earlier of the Expiration Date or the Exercise Date;

(10) As of the Effective Date, it is not aware of any patent or other intellectual property right owned by a third party that would be infringed by carrying out the Business, and agrees to immediately inform ASAHI if it becomes aware of any such patent or other intellectual property right before the earlier of the Expiration Date or the Exercise Date;

(11) Any necessary documents, filing and reports relating to the FDA-PMA required under the Food, Drug and Cosmetics Act of the U.S.A. and any related regulations (the “Regulations”) to have been filed before the Effective Date have been filed by THERMO, and it agrees to make any such filings that becomes due after the Effective Date through the earlier of the Expiration Date or the Exercise Date under the Regulations at its costs and expenses; and

(12) As of the Effective Date and thereafter through the earlier of the Expiration Date of the Exercise Date, it has not committed and shall not commit any breach or infringement on the Regulations in relation to its conduct of the Business.

5. Confidentiality.

(1) For the purpose of this Agreement, Confidential Information shall mean any scientific, commercial or technical information that is disclosed by either Party to the other Party under this Agreement or the License Agreement as amended by the Amendment, including, but not limited to, the Know-How., and shall also include the existence and contents of this Agreement. Confidential Information shall not include information that is: (i) known to the receiving Party before receipt from the disclosing Party; (ii) is or becomes publicly available without fault of the receiving Party; (iii) receiving Party receives from any third party without breach of the confidentiality obligation owed to the disclosing Party; (iv) independently developed by the receiving Party; (v) approved in writing by the other Party prior to the disclosure; or (vi) required to be disclosed under the applicable laws. THERMO agrees that it will request under the United States securities laws, including Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended, and use its reasonable best efforts to seek, confidential treatment of certain information contained in this Agreement.

(2) During the term of this Agreement, either Party shall keep Confidential Information in strict confidence and shall not use the same for any purpose other than this Agreement. Upon the Exercise Date, the Know-How shall become sole property of ASAHI and ASAHI shall no longer be subject to the obligations with respect to the Know-How under this Agreement or the License Agreement (notwithstanding anything to the contrary provided for herein or in the License Agreement), whereas THERMO shall continue to be subject to the obligations under this Section 5 with respect to the Know-How and, in addition, shall keep the Know-How in strict confidence and shall not use any purpose until all of the Know-How becomes publicly available without no fault of THERMO or any of its officers, directors, employees or agents.

6. Non-Competition.

THERMO agrees that it or its affiliates shall not, directly or indirectly, market, distribute, sell, have and to have manufactured any products which are competitive with the Product for five (5) years after the Exercise Date.

7. Term and Termination.

This Agreement shall become effective upon the Effective Date and remain full force and effect until the earlier of the Expiration date or the Exercise Date.

8. Successors and Assigns.

This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and assignees; provided, however, that neither of the parties hereto may assign or transfer its rights or obligations hereunder without the prior written consent of the other party hereto

9. ; provided that ASAHI may assign and transfer its rights and obligations hereunder to any of its affiliates with prior written notice to THERMO; and provided further a change of control of THERMO shall not constitute an assignment or transfer in which case THERMO shall provide prior written notice to ASAHI and the acquirer of the Assets in such change of control transaction shall be bound by this Agreement. For the avoidance of doubt, THERMO’s change of control means (a) a merger, acquisition, sale of voting control, or other business combination of THERMO, or (b) an issuance of shares and/or equity securities convertible into shares by THERMO which in number would amount to 50% or more of the total issued voting shares outstanding, or (c) the sale, lease, exclusive license, or other transfer of all or substantially all of the assets of THERMO.

10. Notice

Any notice in connection with this Agreement shall be furnished in accordance with Section 27 of the License Agreement, with the updated addressees in accordance therewith.

11. Governing Law and Dispute Resolution

This Agreement shall be construed and interpreted in accordance with the laws of the State of California, without regard to conflicts of laws principles. Any disputes arising in connection with this Agreement shall be resolved in accordance with Section 33 of the License Agreement.

12. Entire Agreement

This Agreement constitutes the entire agreement between the Parties regarding the subject matter hereof and supersedes all prior agreements, understandings, representations and statements if any regarding the subject matter hereof.. No amendment of this Agreement shall be valid and binding upon the Parties unless made in writing and signed by the duly authorized representatives of both Parties.

13. Severability of Provisions

If any provision or provisions of this Agreement shall be held to be illegal, invalid or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.

14. Waiver of Default

The waiver of any default under this Agreement by either party shall not constitute a waiver of any rights for any subsequent default.

15. Publicity

Except as may be contemplated hereunder, neither party may issue any press release or make any public announcement concerning the transactions contemplated by this Agreement without the prior written consent of the other party, except for any releases or announcements which may be required by, or in such party’s discretion, reasonably necessary under applicable law, in which case the party proposing to make such release or announcement will allow the other party a reasonable opportunity to review and comment on such release or announcement in advance of such issuance or making. In addition, THERMO agrees that it will request under the United States securities laws, including Rule 24b-2 promulgated under the Securities Exchange Act of 1934, as amended, and use its reasonable best efforts to seek, confidential treatment of certain information contained in this Agreement.

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

ASAHI
Asahi Kasei Kuraray Medical Co., Ltd.

By: Y. Yoshida
Date: June 14, 2010
Name: Yasuyuki Yoshida
Title: President & CEO

THERMO
ThermoGenesis Corp.

By: J. Melville Engle
Date: June 11, 2010
Name: J. Melville Engle
Title: CEO

THERMOGENESIS ANNOUNCES AGREEMENT RELATED TO PLAN FOR DIVESTITURE OF CRYOSEAL^®
PRODUCT LINE

COMPANY WILL RECEIVE $1 MILLION CASH PAYMENT

(RANCHO CORDOVA, CA), June 16, 2010—ThermoGenesis Corp. (NASDAQ: KOOL), a leading supplier of innovative products and services that process and store adult stem cells, said today it has reached an agreement that is part of its continuing efforts to divest or exit the CryoSeal Fibrin Sealant System wound care product line.

The Company has signed an amended distribution and license agreement with Asahi Kasei Kuraray Medical Co., Ltd., an exclusive CryoSeal distributor for Japan and certain Asian Pacific Rim countries including China. Over the next 30 months, Asahi plans to develop CryoSeal manufacturing capabilities and achieve regulatory approval for sale of the products in Japan. Under this amended agreement, Asahi will pay ThermoGenesis $1 million in cash on or before June 30, 2010 and ThermoGenesis will continue to provide Asahi CryoSeal products and clinical support services until such time as Asahi assumes manufacturing of the product line in Japan. ThermoGenesis will receive royalty payments on CryoSeal products manufactured by Asahi thereafter. As part of the $1 million payment, ThermoGenesis granted Asahi an option to acquire the CryoSeal product line, including patent rights, which may be exercised over the next five years.

“We expect the cash provided by this transaction will offset our ongoing costs to support this agreement. We have sufficient CryoSeal disposable inventory to meet the anticipated demand from Asahi and our other customers during this 30-month period. As a result, we do not believe we will be required to engage in any meaningful manufacturing activity to support this agreement going forward,” said J. Melville Engle, Chief Executive Officer of ThermoGenesis.

“The divestiture of CryoSeal is part of our long-term strategy to focus on the development of enabling technologies for the stem cell regenerative medicine market. This transaction frees up management and corporate resources to address these more strategic market opportunities. In addition, it is another important milestone in our strategy to consolidate facilities and reduce operating costs. In the past year, we have completed the outsourcing of ThermoLine™ product line manufacturing activities and will begin activities to outsource the manufacturing of the BioArchive^® device after completion of design upgrades,” continued Engle.

“We believe that this unique CryoSeal technology enables us to accelerate our blood-related business expansion in Japan,” said Yasuyuki Yoshida, President and CEO of Asahi Kasei Kuraray Medical Co., Ltd.

The foregoing description of the agreement with Asahi does not purport to be complete and is qualified in its entirety by reference to the complete text of the agreement, which is filed as an Exhibit to the Company’s Form 8-K filed with the Securities and Exchange Commission.

About ThermoGenesis Corp.

ThermoGenesis Corp. (www.thermogenesis.com) is a leader in developing and manufacturing automated blood processing systems and disposable products that enable the manufacture, preservation and delivery of cell and tissue therapy products. These products include:

• The BioArchive^® System, an automated cryogenic device, is used by cord blood stem cell banks in more than 30 countries for cryopreserving and archiving cord blood stem cell units for transplant.

• AXP^® AutoXpress™ Platform (AXP), a proprietary family of automated devices that includes the AXP and the MXP™ MarrowXpress™ and companion sterile blood processing disposables for harvesting stem cells in closed systems. The AXP device is used for the processing of cord blood. The MXP is used for the preparation of cell concentrates, including stem cells, from bone marrow aspirates in the laboratory setting.

• The Res-Q™ 60 BMC (Res-Q), a point-of-care system that is designed for the preparation of cell concentrates, including stem cells, from bone marrow aspirates.

• The CryoSeal^® FS System, an automated device and companion sterile blood processing disposable, is used to prepare fibrin sealants from plasma in about an hour. The CryoSeal FS System is approved in the U.S. for liver resection surgeries. The CryoSeal FS System has received the CE-Mark which allows sales of the product throughout the European community.

This press release contains forward-looking statements, and such statements involve risks
and uncertainties that could cause actual outcomes to differ materially from those contemplated
by the forward-looking statements. Several factors, including timing of FDA approvals, changes
in customer forecasts, our failure to meet customers’ purchase order and quality requirements,
supply shortages, production delays, changes in the markets for customers’ products,
introduction timing and acceptance of our new products scheduled for fiscal year 2010, and
introduction of competitive products and other factors beyond our control, could result in a
materially different revenue or profitability outcome and/or in our failure to achieve the
revenue levels we expect for fiscal 2010. A more complete description of these and other risks
that could cause actual events to differ from the outcomes predicted by our forward-looking
statements is set forth under the caption “Risk Factors” in our annual report on Form 10-K and
other reports we file with the Securities and Exchange Commission from time to time, and you
should consider each of those factors when evaluating the forward-looking statements.

ThermoGenesis Corp.
Web site: http://www.thermogenesis.com
Contact: Investor Relations
+1-916-858-5107, or
ir@thermogenesis.com