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KOOL > SEC Filings for KOOL > Form 8-K/A on 24-Oct-2012All Recent SEC Filings

Show all filings for THERMOGENESIS CORP



Entry into a Material Definitive Agreement, Financial Statements and Exhibit

Item 1.01 Entry into a Material Definitive Agreement.

On August 20, 2012, ThermoGenesis Corp. ("Company") entered into the Agreement with Golden Meditech. Under the terms of the Agreement, Golden Meditech obtained the exclusive, subject to existing distributors and customers, rights to develop an installed base for the Company's AXP® AutoXpress® (AXP) System in specified countries. This right includes the right to distribute AXP® Disposable Blood Processing Sets and use rights to the AXP® AutoXpress® (AXP) System, and other accessories used for the processing of stem cells from cord blood. Golden Meditech has rights in People's Republic of China (excluding Hong Kong and Taiwan), India, Singapore, Indonesia, and the Philippines and may begin selling once relevant approval has been obtained in each respective country. Additionally, Golden Meditech is subject to certain annual minimum purchase commitments. The term of the Agreement is for 5 years with one year renewal options by mutual agreement. As discussed above, and incorporated herein, Golden Meditech has certain quarterly and annual purchase minimums in order to maintain its right to exclusivity in the territory, and a termination right vests in Company should such minimums not be met. However, there are no assurances that such minimums will be met, and if not met, Company will have the right, but not the obligation, to terminate the relationship.

The foregoing description of the Agreement 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 Exhibit 10.1 hereto and is incorporated herein by reference.

For more information, see the Agreement attached as Exhibit 10.1.

Cautionary Statement

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

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Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Exhibit Description

10.1* Product Purchase and International Distributor Agreement between ThermoGenesis Corp. and Golden Meditech Holdings Limited dated August 20, 2012

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

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