AMENDMENT TO DISTRIBUTION AND LICENSE AGREEMENT

[*] Designates portions of this document that have been omitted pursuant to a request for confidential treatment filed separately with the Commission

AMENDMENT TO
DISTRIBUTION AND LICENSE AGREEMENT

This Amendment effective as of June 14, 2010 (the “Amendment”) is made by and between Asahi Kasei Kuraray Medical Co., Ltd., a Japanese corporation (“ASAHI”) with an office and place of business at 1-105 Kanda Jinbocho, Chiyoda-ku, Tokyo 101-8101 Japan, and ThermoGenesis Corp., a Delaware corporation, (“THERMO”) with an office and place of business at 2711 Citrus Road, Rancho Cordova, California 95742, U.S.A., to the Distribution and License Agreement originally entered into effective as of the 28th day of March, 2005, by and between ASAHI and THERMO (the “Original Agreement”).

WITNESSETH:

WHEREAS, the parties wish to amend and restate several terms and conditions of the Original Agreement;

NOW, THEREFORE, in consideration of the premises and mutual promises herein made, the parties hereby agree as follows:

WHEREAS, the parties executed the “Distribution and License Agreement” as of 28th day of March 2005, under which THERMO appointed ASAHI as the non-exclusive distributor to market, distribute and sell the TAD Stand Alone and granted to ASAHI the non-exclusive right and license to use, market, distribute, sell, manufacture and have manufactured the TAD Stand Alone in Japan and ASAHI paid to THERMO License and Distribution Fee equal to $[*] under Section 9 (a) of the said agreement.

WHEREAS, the parties executed “Addendum #1” of the “Distribution and License Agreement” as of June 1st, 2008 to extend the term.

b. ”Asian Pacific Rim Countries” means South and North Korea, Taiwan, the Peoples Republic of China, the Philippines, Thailand, Singapore, India and Malaysia.

h. ”Licensed Patents” shall mean; (i) the Patent Applications and any corresponding national and regional patent applications with respect to the Product in the Territory and Asian Pacific Rim Countries; (ii)any patent applications with respect to the Product in the Territory and Asian Pacific Rim Countries that are or will be owned or controlled by THERMO during the term of this Agreement; (iii)any patent issued on the patent applications stated in (i) and (ii); (iv)any patent maturing from (i), (ii) and (iii) including all extensions, continuations, continuations-in-part or divisions, reexaminations and reissues; or equivalent, if any, related to the Product.

2. Appointment of Exclusive Distributor.
THERMO hereby appoints ASAHI as THERMO’s exclusive distributor within the Territory and Asian Pacific Rim Countries to market, distribute and sell the Product, including TAD Stand Alone, to be supplied by THERMO for any purpose, including, but not limited to, surgical procedures and regeneration medical treatment. During the term of this Agreement, THERMO may not directly or indirectly market, distribute or sell the Product within the Territory and Asian Pacific Rim Countries. ASAHI may appoint one or more sub-distributors within any portion of the Territory and Asian Pacific Rim Countries.

It is understood that any invention, know-how and any other technical information with respect to the Product and any intellectual property rights thereunder obtained solely by either party shall be owned by such party and those obtained jointly by the parties shall be owned by ASAHI.

Whenever the Licensed Patents are issued in Japan, ASAHI shall, in the name of THERMO but at ASAHI’s own cost and expense, have the right to have the grant of the SENYOU JISSHIKEN set forth in the article 77 of Japanese Patent Law on the all Licensed Patents through the life of such Licensed Patents to the full extent of their claims registered with the Japanese Patent Office and THERMO shall cooperate with ASAHI to register the grant of the SENYOU JISSHIKEN on the Licensed Patents. ASAHI will, at its cost, take necessary procedures to cancel the registration of the SENYOU JISSHIKEN upon termination of this Agreement.

In the event that either party shall become aware that any Licensed Patent is being infringed by a third party, such party shall notify the other of the facts in respect thereof. In case such infringement takes place outside the Territory and Asian Pacific Rim Countries, THERMO shall enforce the Licensed Patents against such infringer if requested by ASAHI. In case such infringement takes place within the Territory and or Asian Pacific Rim Countries, ASAHI shall have the first right to enforce the Licensed Patents against such infringer in the name of ASAHI, in the name of THERMO or in both their names. THERMO shall cooperate with ASAHI as reasonably requested by ASAHI in taking any such actions against such infringer and ASAHI and THERMO shall be entitled to all amounts recovered as a result or consequence of such actions, proportionate with their respective actual costs and damages. If ASAHI does not take such action within ninety (90) days after the receipt of written notice from THERMO requiring ASAHI to take such action, THERMO shall be entitled to enforce the Licensed Patents against such infringer at its own cost and shall be entitled to all amounts recovered as a result or consequence of such actions.

This Agreement shall become effective on the date first above written and, unless earlier terminated under Section 20(b), 20(c) and 20(d) shall remain in full force and effect for a period of eight (8) years from the effective date of this Agreement and shall be automatically extended for one (1) year and thereafter from year to year unless ASAHI sends to THERMO a written notice for non-renewal not later than ninety (90) days prior to the expiration of the initial term or any extended term.

IN WITNESS WHEREOF, the parties have executed this Amendment as of the day and year first above written.

ASAHI
Asahi Kasei Kuraray Medical Co., Ltd.

By: /s/ Y Yoshida

Name: Yasuyuki Yoshida
Title: President & CEO

THERMO
ThermoGenesis Corp.

By: /s/ J. Melville Engle

Name: J. Melville Engle
Title: CEO