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