ex_165879.htm


 


Exhibit 10.2


 


CONTRIBUTION AGREEMENT


 


This Contribution Agreement (this “Agreement”) dated as of the 22nd day of November, 2019 (the “Effective Date”), is between ThermoGenesis Holdings Inc., a Delaware corporation formerly known as Cesca Therapeutics Inc. (“Contributor”), and ImmuneCyte Life Sciences Inc., a Delaware corporation (the “Company”).


 


1.     Assets. The Company hereby accepts from Contributor, and Contributor hereby transfers and conveys to the Company, free and clear of all liens, claims, and encumbrances, all of the assets listed on Exhibit A attached hereto (the “Assets”).


 


2.     No Representations. The Company is acknowledging that Contributor has not made, and disclaims any and all, representations and warranties to the Company with respect to the Assets, other than for Contributor’s representations (made hereby) that: (i) Contributor has sole, exclusive, good and marketable title free and clear of all liens to the Assets; and (ii) Contributor has all requisite corporate power and authority to execute, deliver and perform this Agreement and the transactions contemplated hereby, without violating any known third party rights, and when executed by Contributor, the Agreement will be enforceable against Contributor. The Company agrees that, subject to the foregoing representations, it is taking the Assets on an “as is”/ “where is” basis.


 


3.     Further Assurances. From and after the Effective Date, each party shall take all actions and duly execute and deliver or cause to be executed and delivered all instruments of sale, conveyance, transfer, assignment, or assumption, and all notices, releases, acquittances, and other documents that may be necessary or advisable to consummate the transactions contemplated in this Agreement, or more fully to sell, convey, transfer, assign, and deliver to and vest in Purchaser the Assets sold, conveyed, transferred, assigned, and delivered pursuant hereto or intended so to be.


 


4.     Miscellaneous. This Agreement constitutes the sole and entire agreement of Contributor and the Company with respect to the matters described herein and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such matters. This Agreement may be amended or modified only by a written instrument signed by Contributor and the Company. Neither Contributor nor the Company may assign its rights or obligations hereunder without the prior written consent of the other. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws principles thereof.


 


 


 


[Signature Page Follows]


 



 




 




 


IN WITNESS WHEREOF, Contributor and the Company have caused this Agreement to be executed as of the Effective Date.


 


 


 


 


 


	ThermoGenesis Holdings Inc. 	
			 

				
			ImmuneCyte Life Sciences Inc.

				
			 

			
	 	 	
			 

				
			 

				
			 

				
			 

			
	 	 	 	 	 	 
	 	 	
			 

				
			 

				
			 

				
			 

			
	By:	/s/ Jeff Cauble	
			 

				
			By: 

				/s/ Billie Ahluwalia	
			 

			
	Name: Jeff Cauble	
			 

				
			Name: Billie Ahluwalia

				
			 

			
	Title: Principal Accounting Officer   	 	Title: Principal Accounting Officer	 



 



Page 2 of 2




 




 


EXHIBIT A


 


Patents:


 


	
			CESCA REF.

				
			FILE NUMBER

				
			TITLE

				
			COUNTRY

				
			STATUS

				
			APPL. NO.

				
			FILE DATE

				
			PAT. NO.

				
			GRANT DATE

				
			CALC. EXP. DATE

			
	
			AMI

				
			P262641.CN-HK.01

				
			RAPID INFUSION OF AUTOLOGOUS BONE MARROW DERIVED STEM CELLS

				
			Hong Kong

				
			Published

				
			16105929.7

				
			May 24, 2016

				
			 

				
			 

				
			 

			
	
			AMI

				
			P262641.EP.01

				
			RAPID INFUSION OF AUTOLOGOUS BONE MARROW DERIVED STEM CELLS

				
			European Patent Office

				
			To Be Abandoned

				
			14738001.8

				
			Jan 8, 2014

				
			 

				
			 

				
			 

			
	
			AMI

				
			P262641.US.01

				
			RAPID INFUSION OF AUTOLOGOUS BONE MARROW DERIVED STEM CELLS

				
			U.S.A.

				
			Issued

				
			14/296,360

				
			Jun 4, 2014

				
			9,439,930

				
			Sep 13, 2016

				
			Jan 29, 2033

			
	
			AMI

				
			P262641.US.02

				
			RAPID INFUSION OF AUTOLOGOUS BONE MARROW DERIVED STEM CELLS

				
			U.S.A.

				
			Issued

				
			14/297,565

				
			Jun 5, 2014

				
			9,402,867

				
			Aug 2, 2016

				
			Jan 12, 2033

			
	
			AMI

				
			P262641.US.03

				
			RAPID INFUSION OF AUTOLOGOUS BONE MARROW DERIVED STEM CELLS

				
			U.S.A.

				
			Issued

				
			14/297,557

				
			Jun 5, 2014

				
			9,393,269

				
			Jul 19, 2016

				
			Jan 12, 2033

			
	
			AMI

				
			P262641.WO.01

				
			RAPID INFUSION OF AUTOLOGOUS BONE MARROW DERIVED STEM CELLS

				
			PCT

				
			Completed

				
			PCT/US2014/010745

				
			Jan 8, 2014

				
			 

				
			 

				
			 

			
	
			AMI

				
			P262641.WO-CN.01

				
			RAPID INFUSION OF AUTOLOGOUS BONE MARROW DERIVED STEM CELLS

				
			China

				
			Issued

				
			201480014602.0

				
			Jan 8, 2014

				
			ZL201480014602.0

				
			Aug 27, 2019

				
			 

			
	
			AMI

				
			P262641.WO-IN.01

				
			RAPID INFUSION OF AUTOLOGOUS BONE MARROW DERIVED STEM CELLS

				
			India

				
			Pending

				
			7120/DELNP/2015

				
			Jan 8, 2014

				
			 

				
			 

				
			 

			
	
			AMI

				
			P262641.WO-JP.01

				
			RAPID INFUSION OF AUTOLOGOUS BONE MARROW DERIVED STEM CELLS

				
			Japan

				
			Issued

				
			2015-552751

				
			Jan 8, 2014

				
			6525889

				
			May 17, 2019

				
			 

			
	
			CLI

				
			P262642.EP.01

				
			INTRAMUSCULAR ADMINISTRATION OF AUTOLOGOUS BONE MARROW FOR TREATMENT

				
			European Patent Office

				
			To Be Abandoned

				
			16789796.6

				
			Apr 28, 2016

				
			 

				
			 

				
			 

			
	
			CLI

				
			P262642.US.01

				
			INTRAMUSCULAR ADMINISTRATION OF AUTOLOGOUS BONE MARROW FOR TREATMENT

				
			U.S.A.

				
			Completed

				
			62/156,126

				
			May 1, 2015

				
			 

				
			 

				
			May 1, 2016

			
	
			CLI

				
			P262642.WO.01

				
			INTRAMUSCULAR ADMINISTRATION OF AUTOLOGOUS BONE MARROW FOR TREATMENT

				
			PCT

				
			Completed

				
			PCT/US2016/029863

				
			Apr 28, 2016

				
			 

				
			 

				
			 

			
	
			CLI

				
			P262642.WO-CN.01

				
			INTRAMUSCULAR ADMINISTRATION OF AUTOLOGOUS BONE MARROW FOR TREATMENT

				
			China

				
			Published

				
			201680038228.7

				
			Apr 28, 2016

				
			 

				
			 

				
			 

			
	
			CLI

				
			P262642.WO-IN.01

				
			INTRAMUSCULAR ADMINISTRATION OF AUTOLOGOUS BONE MARROW FOR TREATMENT

				
			India

				
			Pending

				
			201717039350

				
			Apr 28, 2016

				
			 

				
			 

				
			 

			
	
			CLI

				
			P262642.WO-US.01

				
			INTRAMUSCULAR ADMINISTRATION OF AUTOLOGOUS BONE MARROW FOR TREATMENT

				
			U.S.A.

				
			Published

				
			15/571,244

				
			Apr 28, 2016

				
			 

				
			 

				
			Apr 28, 2036

			
	
			RES-Q

				
			P264021.EP.01

				
			APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID

				
			European Patent Office

				
			Issued

				
			08878638.9

				
			Dec 4, 2008

				
			2376232

				
			Mar 22, 2017

				
			 

			
	
			RES-Q

				
			P264021.EP-DE.01

				
			APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID

				
			Germany

				
			Issued

				
			08878638.9

				
			Dec 4, 2008

				
			602008049404.7

				
			Mar 22, 2017

				
			 

			



 



Exhibit A Page 1 of 9




 




 


	
			CESCA REF.

				
			FILE NUMBER

				
			TITLE

				
			COUNTRY

				
			STATUS

				
			APPL. NO.

				
			FILE DATE

				
			PAT. NO.

				
			GRANT DATE

				
			CALC. EXP. DATE

			
	
			RES-Q

				
			P264021.EP-FR.01

				
			APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID

				
			France

				
			Issued

				
			08878638.9

				
			Dec 4, 2008

				
			2376232

				
			Mar 22, 2017

				
			 

			
	
			RES-Q

				
			P264021.EP-GB.01

				
			APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID

				
			UK

				
			Issued

				
			08878638.9

				
			Dec 4, 2008

				
			2376232

				
			Mar 22, 2017

				
			 

			
	
			RES-Q

				
			P264021.EP-HK.01

				
			APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID

				
			Hong Kong

				
			Issued

				
			12103643.1

				
			Dec 4, 2008

				
			1163009

				
			Jun 1, 2018

				
			 

			
	
			RES-Q

				
			P264021.WO.01

				
			APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID

				
			PCT

				
			Completed

				
			PCT/US2008/013377

				
			Dec 4, 2008

				
			 

				
			 

				
			 

			
	
			RES-Q

				
			P264021.WO-CN.01

				
			APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID

				
			China

				
			Issued

				
			200880132763.4

				
			Dec 4, 2008

				
			200880132763.4

				
			Jul 22, 2015

				
			 

			
	
			RES-Q

				
			P264021.WO-JP.01

				
			APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID

				
			Japan

				
			Abandoned

				
			2011-539483

				
			Dec 4, 2008

				
			5355707

				
			Aug 20, 2013

				
			 

			
	
			RES-Q

				
			P264021.WO-JP.02

				
			APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID

				
			Japan

				
			Issued

				
			2013-147790

				
			Dec 4, 2008

				
			5714063

				
			Mar 20, 2015

				
			 

			
	
			RES-Q

				
			P264021.WO-KR.01

				
			APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID

				
			Republic of Korea

				
			Issued

				
			10-2011-7015481

				
			Dec 4, 2008

				
			10-1609226

				
			Mar 30, 2016

				
			 

			
	
			RES-Q

				
			P264021.WO-MX.01

				
			APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID

				
			Mexico

				
			Issued

				
			MXA/2011/005876

				
			Dec 4, 2008

				
			329045

				
			Mar 30, 2015

				
			 

			
	
			RES-Q

				
			P264021.WO-MX.02

				
			APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID

				
			Mexico

				
			Pending

				
			MX/A/2014/009681

				
			Dec 4, 2008

				
			 

				
			 

				
			 

			
	
			RES-Q

				
			P264022.US.01

				
			APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID

				
			U.S.A.

				
			Issued

				
			12/315,722

				
			Dec 4, 2008

				
			8,177,072

				
			May 15, 2012

				
			Dec 4, 2028

			
	
			RES-Q

				
			P264022.US.02

				
			APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID

				
			U.S.A.

				
			Issued

				
			13/374,988

				
			Jan 24, 2012

				
			8,511,479

				
			Aug 20, 2013

				
			Dec 4, 2028

			
	
			RES-Q

				
			P264022.US.03

				
			APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID

				
			U.S.A.

				
			Issued

				
			13/374,983

				
			Jan 26, 2012

				
			8,506,823

				
			Aug 13, 2013

				
			Dec 4, 2028

			
	
			RES-Q

				
			P264022.US.04

				
			APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID

				
			U.S.A.

				
			Issued

				
			13/506,145

				
			Mar 30, 2012

				
			8,511,480

				
			Aug 20, 2013

				
			Dec 4, 2028

			
	
			RES-Q

				
			P264022.US.05

				
			APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID

				
			U.S.A.

				
			Issued

				
			13/969,313

				
			Aug 16, 2013

				
			9,375,661

				
			Jun 28, 2016

				
			Dec 4, 2028

			
	
			CXP

				
			P264348.EP.01

				
			Devices and Methods for Bio-Processing Cellular Samples

				
			European Patent Office

				
			Pending

				
			18736645.5

				
			Jan 8, 2018

				
			 

				
			 

				
			 

			
	
			CXP

				
			P264348.US.01

				
			Devices and Methods for Bio-Processing Cellular Samples

				
			U.S.A.

				
			Completed

				
			62/443,785

				
			Jan 8, 2017

				
			 

				
			 

				
			Jan 8, 2018

			
	
			CXP

				
			P264348.WO.01

				
			Devices and Methods for Bio-Processing Cellular Samples

				
			PCT

				
			Expired

				
			PCT/US2018/012817

				
			Jan 8, 2018

				
			 

				
			 

				
			 

			
	
			CXP

				
			P264348.WO-CN.01

				
			Devices and Methods for Bio-Processing Cellular Samples

				
			China

				
			Pending

				
			201880016661.X

				
			Jan 8, 2018

				
			 

				
			 

				
			 

			
	
			CXP

				
			P264348.WO-US.01

				
			Devices and Methods for Bio-Processing Cellular Samples

				
			U.S.A.

				
			Pending

				
			16/475,952

				
			Jan 8, 2018

				
			 

				
			 

				
			Jan 8, 2038

			



 



Exhibit A Page 2 of 9




 




 


Trademarks:


 



	
			T262473.IB.01

				
			499658-00033


			Cesca Therapeutics Inc.

				
			CESCA THERAPEUTICS

				
			International Bureau


			(WIPO)


			Registered


			To Be Abandoned

				
			1209995


			May 6, 2014

				
			1209995


			May 6, 2014

				 



	
			010:

				
			Medical devices and equipment, namely, containers sold empty for storing and thawing thermolabile products in the nature of blood, blood plasma, and derivatives from blood and fibrinogen.

			



 


	
			T262472.US.01

				
			499658-00013


			Cesca Therapeutics, Inc.

				
			CESCA THERAPEUTICS

				
			United States of


			America


			Registered


			 

				
			86/310,884


			Jun 16, 2014

				
			5200261


			May 9, 2017

				 



	
			010:

				
			Medical devices and equipment, namely, automated blood and bone marrow processing systems comprised of electromechanical cell purification modules and companion disposable products, namely, polymer based sterilized medical bag sets comprised of a plasma bag, red blood cell bag and final product storage bag all sold empty and interconnected through a valve that enables the separation, processing and preservation of cell and tissue therapy products.

			



 


	
			T262455.US.01

				
			499658-00020


			Cesca Therapeutics, Inc.

				
			CESCA THERAPEUTICS & Design


			


			 

				
			United States of


			America


			Registered


			 

				
			86/310,928


			Jun 16, 2014

				
			5200262


			May 9, 2017

				 



	
			010:

				
			Medical devices and equipment, namely, automated blood and bone marrow processing systems comprised of electromechanical cell purification modules and companion disposable products, namely, polymer based sterilized medical bag sets comprised of a plasma bag, red blood cell bag and final product storage bag all sold empty and interconnected through a valve that enables the separation, processing and preservation of cell and tissue therapy products.

				 
	 	 	 
	
			T262476.IB-EM.01

				
			499658-00031


			Cesca Therapeutics, Inc.

				
			RES-Q

				
			European Union


			Registered


			 

				
			1093048


			Sep 2, 2011

				
			1093048


			Aug 22, 2012

				 



	
			010:

				
			Medical device that is used for isolation and capturing of biological cells from fluids and aspirates from humans.

			



 


	
			T264223.IN.01

				
			499658-00089


			Cesca Therapeutics Inc.

				
			RES-Q

				
			India


			Opposed


			To Be Abandoned

				
			2219946


			Oct 14, 2011

				
			 

				 



	
			010:

				
			Medical device that is used for isolation and capturing of biological cells from fluids and aspirates from humans.

			



 


	
			T262476.IB.01

				
			499658-00031


			Cesca Therapeutics, Inc.

				
			RES-Q

				
			International Bureau


			(WIPO)


			Registered


			 

				
			1093048


			Sep 2, 2011

				
			1093048


			Sep 2, 2011

				 



	
			010:

				
			Medical device that is used for isolation and capturing of biological cells from fluids and aspirates from humans.

			





 


Note: The lists above contain patents and trademarks for Res-Q. As part of a settlement agreement with Harvest (Terumo BCT) in an intellectual property infringement suit signed in June 2015, the Company has relinquished its rights to manufacture or sell Res-Q products in the United States. With the inclusion of these patents and trademarks, both parties agree that the joint venture has no right to and will not manufacture or sell Res-Q in the United States. Additionally, if the joint venture violates the settlement, it agrees to indemnify the Company of any potential legal ramifications.


 


Exhibit A Page 3 of 9