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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:
1. Escrow Deposit .
(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 (