Supply Agreement, effective as of April 22, 2020, between ThermoGenesis Corp. and ImmuneCyte Life Sciences Inc

1.2

Field of Use: Thermo wishes to utilize the Products supplied for in vitro qualitative detection of IgM and IgG antibodies in human serum, plasma or whole blood.

1.3

Exclusivity: The Field of Use is exclusive to Thermo

1.9

Distribution: Thermo shall provide distribution of Product to Supplier’s customers directly from Thermo inventory. Thermo will sell Product at the price stipulated by the Supplier and provide a commission to the Supplier for product sold as set forth in Exhibit C.

2.2

Quality Control: Supplier shall maintain an objective quality program for all Goods and/or Services in accordance with any general specification set forth. Supplier shall, upon Thermo’s request, provide Thermo with a copy of Supplier’s quality program and supporting test documentation.

2.3

Right to Inspect: Thermo has the right to inspect and audit, at Suppliers plant or at Suppliers vendor’s or subcontractor’s plant, the goods and associated manufacturing processes. Thermo’s inspection and quality audit may be made at any time for any reason reasonably related to Product being supplied. Supplier will inform its vendors and subcontractors of Thermo’s right to inspect and audit and, if necessary, use all reasonable efforts to secure such rights for Thermo.

3.

Termination:

4.1

Notice: Written notice required by this Agreement will be sent certified mail, return receipt requested, by email (confirmed by mail) or by overnight courier, to each party at their registered address set forth in this agreement hereto or to such other addresses as the party may in writing designate from time to time. Such notices shall be deemed effective (i) in the case of email on the date of such delivery if confirmation of receipt is received by sender during business hours on a business day at the location of the addressee or, if not so delivered during business hours on a business day, the first business day thereafter; (ii) in the case of delivery by nationally recognized overnight courier, on the first business day following dispatch at the location of the addressee; and (iii) in the case of mailing, on the tenth business day following such mailing. A business day is a day on which banks are not required to close at the location to which a notice or other communication is addressed

4.2

Force Majeure: Whenever performance by Supplier or Thermo of any of their respective obligations hereunder, other than the obligation to make payment of money due, is substantially prevented by reason of any act of God, strike, lock-out, or other industrial or transportation disturbance, fire, lack of materials, law, regulation or ordinance, war or war conditions, or by reason of any other matter beyond such party’s reasonable control, then such performance shall be excused, suspended during the continuation of such prevention and for a reasonable time thereafter, delayed, or adjusted accordingly.

4.3

Non-Waiver: The failure of either party to enforce at any time any of the provisions of this Agreement or any rights in respect thereto shall, in no way, be considered to be a waiver of such provision or rights, or in any way to affect the validity of the Agreement.

4.4

Entire Agreement: This Agreement (including all Exhibits hereto) constitutes the entire agreement between the parties hereto and supersedes all prior agreements and understandings, oral and written, between the parties relating to the subject matter hereof. This Agreement shall be binding on the parties and their successors and permitted assigns. No change, addition to or waiver of any of the terms of this Agreement shall be binding as to the parties hereto unless approved in writing by the parties hereto or their authorized representatives.

4.5

Confidentiality: If Supplier discloses or grants Thermo access to any research, development, technical, economic, or other business information or know-how of a confidential nature, whether reduced in writing or not, Thermo will not use or disclose any such information to any other person or company at any time, without Supplier’s prior written consent. In the event that Supplier and Thermo have entered into a separate confidentiality agreement, the terms and conditions of such agreement shall take precedence over the terms of this paragraph.

4.6

Independent Contractor: Thermo’s status shall be that of independent contractor and this Agreement shall not be deemed to create a partnership or joint venture between the parties.

4.7

Governing Law; Venue: This Agreement shall be governed by the laws of the State of California, regardless of conflict of law principles therein. Sole jurisdiction and venue for actions related to this Agreement shall be the state and federal courts located in California. Both parties consent to the jurisdiction of such courts and agree that process may be served in the manner allowed by either U.S. federal law or California law.

4.8

Assignment: Thermo may not assign its rights or obligations hereunder, without Supplier’s prior written consent, except to its affiliates, provided that in the case of such assignment to affiliates Thermo remains secondarily liable.

4.9

Severability: This Agreement is subject to the restrictions, limitations, terms and conditions of all applicable laws and governmental regulations, approvals and clearances. If any term or provision of this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect such invalidity, illegality or unenforceability shall not affect any other term or provision hereof, and this Agreement shall be interpreted and construed as if such term or provision, to the extent the same shall have been held to be invalid, illegal or unenforceable, had never been contained herein.

4.10

Counterparts: This Agreement may be executed in one or more counterparts, and each by email, and each of which shall be deemed an original, but all of which together shall constitute the same instrument.

●

Cost of Goods for each kit is $[**].

●

Commission is provided to ImmuneCyte at the rate of [**]%,

Customer Price

(Per Kit)

 COGS

(Per Kit)

Sales Commission

to ImmuneCyte

Commission

Rate

ThermoGenesis Revenue 

(Subtract COGS)

$[**]

$[**]

$[**]

[**]%

$[**]

$[**]

$[**]

$[**]

[**]%

$[**]

$[**]

$[**]

$[**]

[**]%

$[**]

$[**]

$[**]

$[**]

[**]%

$[**]