TECHNOLOGY LICENSE AND ESCROW
AGREEMENT
This Technology
License and Escrow Agreement (“License”) effective
June 15, 2010 is made by and between ThermoGenesis Corp., a
Delaware corporation (“ThermoGenesis”), and Cbr
Systems, Inc., a California corporation
(“CBR”).
A.
ThermoGenesis and CBR entered into a Product Development and Supply
Assurances Agreement dated August 14, 2006 (the “Product
Agreement”), under which ThermoGenesis agreed to develop and
manufacture a new AXP disposable and to assure the supply and
availability of the AXP System and Processing Sets (the
“Products”), as defined in the Product Agreement. The
Products are sold to CBR pursuant to a Sale and Purchase Agreement
dated August 18, 2006 (“Supply Agreement”) by and
between CBR and GE Healthcare Bio-Sciences AB (“GEHC”).
GEHC holds the exclusive right to sell and distribute the AXP
System in the United States.
B.
ThermoGenesis and CBR intend by this License to license and make
available to CBR (through an escrow arrangement) certain technical
information for the limited purpose of allowing CBR, only upon a
Default (as defined below), to have the Products
manufactured.
NOW, THEREFORE,
the parties agree as follows:
(a)
Initial Deposit . ThermoGenesis agrees during the term of
the Product Agreement to deposit a complete description of all
information and know-how that is required or useful for the
manufacture of the Products, including but not limited to technical
information, vendor lists, costing documents, engineering drawings,
manufacturing and assembly SOPS, and related information, including
that contained in the currently approved and released ThermoGenesis
Device Master Record (“DMR”, as defined in 21 CFR
820.181), with a technology escrow service mutually acceptable to
ThermoGenesis and CBR (“Escrow Company”). ThermoGenesis
and CBR have initially selected Iron Mountain Intellectual Property
Management, Inc. to serve as the Escrow Company pursuant to the
terms of the Three Party Master Beneficiary Escrow Service
Agreement by and among ThermoGenesis, CBR and Iron Mountain
(“Escrow Agreement”), in the form attached as
Exhibit A . ThermoGenesis will determine the exact
materials that need to be deposited into escrow (“Deposit
Materials”). The Deposit Materials shall be ready for deposit
to escrow within fourteen (
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