Contribution Agreement, dated November 22, 2019, between ThermoGenesis Holdings, Inc. and ImmuneCyte Life Sciences Inc
Exhibit 10.2
CONTRIBUTION AGREEMENT
This Contribution Agreement (this “Agreement”) dated as of the 22nd day of November, 2019 (the “Effective Date”), is between ThermoGenesis Holdings Inc., a Delaware corporation formerly known as Cesca Therapeutics Inc. (“Contributor”), and ImmuneCyte Life Sciences Inc., a Delaware corporation (the “Company”).
1. Assets. The Company hereby accepts from Contributor, and Contributor hereby transfers and conveys to the Company, free and clear of all liens, claims, and encumbrances, all of the assets listed on Exhibit A attached hereto (the “Assets”).
2. No Representations. The Company is acknowledging that Contributor has not made, and disclaims any and all, representations and warranties to the Company with respect to the Assets, other than for Contributor’s representations (made hereby) that: (i) Contributor has sole, exclusive, good and marketable title free and clear of all liens to the Assets; and (ii) Contributor has all requisite corporate power and authority to execute, deliver and perform this Agreement and the transactions contemplated hereby, without violating any known third party rights, and when executed by Contributor, the Agreement will be enforceable against Contributor. The Company agrees that, subject to the foregoing representations, it is taking the Assets on an “as is”/ “where is” basis.
3. Further Assurances. From and after the Effective Date, each party shall take all actions and duly execute and deliver or cause to be executed and delivered all instruments of sale, conveyance, transfer, assignment, or assumption, and all notices, releases, acquittances, and other documents that may be necessary or advisable to consummate the transactions contemplated in this Agreement, or more fully to sell, convey, transfer, assign, and deliver to and vest in Purchaser the Assets sold, conveyed, transferred, assigned, and delivered pursuant hereto or intended so to be.
4. Miscellaneous. This Agreement constitutes the sole and entire agreement of Contributor and the Company with respect to the matters described herein and supersedes all prior and contemporaneous understandings and agreements, both written and oral, with respect to such matters. This Agreement may be amended or modified only by a written instrument signed by Contributor and the Company. Neither Contributor nor the Company may assign its rights or obligations hereunder without the prior written consent of the other. This Agreement shall be governed and construed in accordance with the laws of the State of Delaware, without regard to the conflicts of laws principles thereof.
[Signature Page Follows]
IN WITNESS WHEREOF, Contributor and the Company have caused this Agreement to be executed as of the Effective Date.
| ThermoGenesis Holdings Inc. |
| ImmuneCyte Life Sciences Inc. |
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| By: | /s/ Jeff Cauble |
| By: | /s/ Billie Ahluwalia |
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| Name: Jeff Cauble |
| Name: Billie Ahluwalia |
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| Title: Principal Accounting Officer | Title: Principal Accounting Officer | ||||
EXHIBIT A
Patents:
| CESCA REF. | FILE NUMBER | TITLE | COUNTRY | STATUS | APPL. NO. | FILE DATE | PAT. NO. | GRANT DATE | CALC. EXP. DATE |
| AMI | P262641.CN-HK.01 | RAPID INFUSION OF AUTOLOGOUS BONE MARROW DERIVED STEM CELLS | Hong Kong | Published | 16105929.7 | May 24, 2016 |
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| AMI | P262641.EP.01 | RAPID INFUSION OF AUTOLOGOUS BONE MARROW DERIVED STEM CELLS | European Patent Office | To Be Abandoned | 14738001.8 | Jan 8, 2014 |
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| AMI | P262641.US.01 | RAPID INFUSION OF AUTOLOGOUS BONE MARROW DERIVED STEM CELLS | U.S.A. | Issued | 14/296,360 | Jun 4, 2014 | 9,439,930 | Sep 13, 2016 | Jan 29, 2033 |
| AMI | P262641.US.02 | RAPID INFUSION OF AUTOLOGOUS BONE MARROW DERIVED STEM CELLS | U.S.A. | Issued | 14/297,565 | Jun 5, 2014 | 9,402,867 | Aug 2, 2016 | Jan 12, 2033 |
| AMI | P262641.US.03 | RAPID INFUSION OF AUTOLOGOUS BONE MARROW DERIVED STEM CELLS | U.S.A. | Issued | 14/297,557 | Jun 5, 2014 | 9,393,269 | Jul 19, 2016 | Jan 12, 2033 |
| AMI | P262641.WO.01 | RAPID INFUSION OF AUTOLOGOUS BONE MARROW DERIVED STEM CELLS | PCT | Completed | PCT/US2014/010745 | Jan 8, 2014 |
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| AMI | P262641.WO-CN.01 | RAPID INFUSION OF AUTOLOGOUS BONE MARROW DERIVED STEM CELLS | China | Issued | 201480014602.0 | Jan 8, 2014 | ZL201480014602.0 | Aug 27, 2019 |
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| AMI | P262641.WO-IN.01 | RAPID INFUSION OF AUTOLOGOUS BONE MARROW DERIVED STEM CELLS | India | Pending | 7120/DELNP/2015 | Jan 8, 2014 |
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| AMI | P262641.WO-JP.01 | RAPID INFUSION OF AUTOLOGOUS BONE MARROW DERIVED STEM CELLS | Japan | Issued | 2015-552751 | Jan 8, 2014 | 6525889 | May 17, 2019 |
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| CLI | P262642.EP.01 | INTRAMUSCULAR ADMINISTRATION OF AUTOLOGOUS BONE MARROW FOR TREATMENT | European Patent Office | To Be Abandoned | 16789796.6 | Apr 28, 2016 |
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| CLI | P262642.US.01 | INTRAMUSCULAR ADMINISTRATION OF AUTOLOGOUS BONE MARROW FOR TREATMENT | U.S.A. | Completed | 62/156,126 | May 1, 2015 |
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| May 1, 2016 |
| CLI | P262642.WO.01 | INTRAMUSCULAR ADMINISTRATION OF AUTOLOGOUS BONE MARROW FOR TREATMENT | PCT | Completed | PCT/US2016/029863 | Apr 28, 2016 |
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| CLI | P262642.WO-CN.01 | INTRAMUSCULAR ADMINISTRATION OF AUTOLOGOUS BONE MARROW FOR TREATMENT | China | Published | 201680038228.7 | Apr 28, 2016 |
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| CLI | P262642.WO-IN.01 | INTRAMUSCULAR ADMINISTRATION OF AUTOLOGOUS BONE MARROW FOR TREATMENT | India | Pending | 201717039350 | Apr 28, 2016 |
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| CLI | P262642.WO-US.01 | INTRAMUSCULAR ADMINISTRATION OF AUTOLOGOUS BONE MARROW FOR TREATMENT | U.S.A. | Published | 15/571,244 | Apr 28, 2016 |
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| Apr 28, 2036 |
| RES-Q | P264021.EP.01 | APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID | European Patent Office | Issued | 08878638.9 | Dec 4, 2008 | 2376232 | Mar 22, 2017 |
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| RES-Q | P264021.EP-DE.01 | APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID | Germany | Issued | 08878638.9 | Dec 4, 2008 | 602008049404.7 | Mar 22, 2017 |
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| CESCA REF. | FILE NUMBER | TITLE | COUNTRY | STATUS | APPL. NO. | FILE DATE | PAT. NO. | GRANT DATE | CALC. EXP. DATE |
| RES-Q | P264021.EP-FR.01 | APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID | France | Issued | 08878638.9 | Dec 4, 2008 | 2376232 | Mar 22, 2017 |
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| RES-Q | P264021.EP-GB.01 | APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID | UK | Issued | 08878638.9 | Dec 4, 2008 | 2376232 | Mar 22, 2017 |
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| RES-Q | P264021.EP-HK.01 | APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID | Hong Kong | Issued | 12103643.1 | Dec 4, 2008 | 1163009 | Jun 1, 2018 |
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| RES-Q | P264021.WO.01 | APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID | PCT | Completed | PCT/US2008/013377 | Dec 4, 2008 |
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| RES-Q | P264021.WO-CN.01 | APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID | China | Issued | 200880132763.4 | Dec 4, 2008 | 200880132763.4 | Jul 22, 2015 |
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| RES-Q | P264021.WO-JP.01 | APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID | Japan | Abandoned | 2011-539483 | Dec 4, 2008 | 5355707 | Aug 20, 2013 |
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| RES-Q | P264021.WO-JP.02 | APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID | Japan | Issued | 2013-147790 | Dec 4, 2008 | 5714063 | Mar 20, 2015 |
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| RES-Q | P264021.WO-KR.01 | APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID | Republic of Korea | Issued | 10 ###-###-#### | Dec 4, 2008 | 10-1609226 | Mar 30, 2016 |
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| RES-Q | P264021.WO-MX.01 | APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID | Mexico | Issued | MXA/2011/005876 | Dec 4, 2008 | 329045 | Mar 30, 2015 |
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| RES-Q | P264021.WO-MX.02 | APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID | Mexico | Pending | MX/A/2014/009681 | Dec 4, 2008 |
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| RES-Q | P264022.US.01 | APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID | U.S.A. | Issued | 12/315,722 | Dec 4, 2008 | 8,177,072 | May 15, 2012 | Dec 4, 2028 |
| RES-Q | P264022.US.02 | APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID | U.S.A. | Issued | 13/374,988 | Jan 24, 2012 | 8,511,479 | Aug 20, 2013 | Dec 4, 2028 |
| RES-Q | P264022.US.03 | APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID | U.S.A. | Issued | 13/374,983 | Jan 26, 2012 | 8,506,823 | Aug 13, 2013 | Dec 4, 2028 |
| RES-Q | P264022.US.04 | APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID | U.S.A. | Issued | 13/506,145 | Mar 30, 2012 | 8,511,480 | Aug 20, 2013 | Dec 4, 2028 |
| RES-Q | P264022.US.05 | APPARATUS AND METHOD FOR SEPARATING AND ISOLATING COMPONENTS OF A BIOLOGICAL FLUID | U.S.A. | Issued | 13/969,313 | Aug 16, 2013 | 9,375,661 | Jun 28, 2016 | Dec 4, 2028 |
| CXP | P264348.EP.01 | Devices and Methods for Bio-Processing Cellular Samples | European Patent Office | Pending | 18736645.5 | Jan 8, 2018 |
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| CXP | P264348.US.01 | Devices and Methods for Bio-Processing Cellular Samples | U.S.A. | Completed | 62/443,785 | Jan 8, 2017 |
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| Jan 8, 2018 |
| CXP | P264348.WO.01 | Devices and Methods for Bio-Processing Cellular Samples | PCT | Expired | PCT/US2018/012817 | Jan 8, 2018 |
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| CXP | P264348.WO-CN.01 | Devices and Methods for Bio-Processing Cellular Samples | China | Pending | 201880016661.X | Jan 8, 2018 |
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| CXP | P264348.WO-US.01 | Devices and Methods for Bio-Processing Cellular Samples | U.S.A. | Pending | 16/475,952 | Jan 8, 2018 |
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| Jan 8, 2038 |
Trademarks:
| T262473.IB.01 | 499658-00033 Cesca Therapeutics Inc. | CESCA THERAPEUTICS | International Bureau (WIPO) Registered To Be Abandoned | 1209995 May 6, 2014 | 1209995 May 6, 2014 |
| 010: | Medical devices and equipment, namely, containers sold empty for storing and thawing thermolabile products in the nature of blood, blood plasma, and derivatives from blood and fibrinogen. |
| T262472.US.01 | 499658-00013 Cesca Therapeutics, Inc. | CESCA THERAPEUTICS | United States of America Registered
| 86/310,884 Jun 16, 2014 | 5200261 May 9, 2017 |
| 010: | Medical devices and equipment, namely, automated blood and bone marrow processing systems comprised of electromechanical cell purification modules and companion disposable products, namely, polymer based sterilized medical bag sets comprised of a plasma bag, red blood cell bag and final product storage bag all sold empty and interconnected through a valve that enables the separation, processing and preservation of cell and tissue therapy products. |
| T262455.US.01 | 499658-00020 Cesca Therapeutics, Inc. | CESCA THERAPEUTICS & Design
| United States of America Registered
| 86/310,928 Jun 16, 2014 | 5200262 May 9, 2017 |
| 010: | Medical devices and equipment, namely, automated blood and bone marrow processing systems comprised of electromechanical cell purification modules and companion disposable products, namely, polymer based sterilized medical bag sets comprised of a plasma bag, red blood cell bag and final product storage bag all sold empty and interconnected through a valve that enables the separation, processing and preservation of cell and tissue therapy products. | ||||||
| T262476.IB-EM.01 | 499658-00031 Cesca Therapeutics, Inc. | RES-Q | European Union Registered
| 1093048 Sep 2, 2011 | 1093048 Aug 22, 2012 | ||
| 010: | Medical device that is used for isolation and capturing of biological cells from fluids and aspirates from humans. |
| T264223.IN.01 | 499658-00089 Cesca Therapeutics Inc. | RES-Q | India Opposed To Be Abandoned | 2219946 Oct 14, 2011 |
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| 010: | Medical device that is used for isolation and capturing of biological cells from fluids and aspirates from humans. |
| T262476.IB.01 | 499658-00031 Cesca Therapeutics, Inc. | RES-Q | International Bureau (WIPO) Registered
| 1093048 Sep 2, 2011 | 1093048 Sep 2, 2011 |
| 010: | Medical device that is used for isolation and capturing of biological cells from fluids and aspirates from humans. |
Note: The lists above contain patents and trademarks for Res-Q. As part of a settlement agreement with Harvest (Terumo BCT) in an intellectual property infringement suit signed in June 2015, the Company has relinquished its rights to manufacture or sell Res-Q products in the United States. With the inclusion of these patents and trademarks, both parties agree that the joint venture has no right to and will not manufacture or sell Res-Q in the United States. Additionally, if the joint venture violates the settlement, it agrees to indemnify the Company of any potential legal ramifications.
Exhibit A Page 3 of 9
