THERMOGENESIS HOLDINGS, INC. : Entering into a Material Definitive Agreement (Form 8-K)

Item 1.01. Conclusion of a significant definitive agreement.

Technology Access and License Agreement

At March 28, 2022, ThermoGenesis Holdings, Inc. (the “Company”, “we”, “us” or “our”) announced the planned expansion of the Company’s business to include contract development and manufacturing (CDMO) services for cellular gene therapies and to cell base. In pursuit of our planned CDMO activities, the March 24, 2022, we have entered into a Technology Access and License Agreement with Boyalife Genomics (the “Boyalife License Agreement”). Boyalife Genomics is a subsidiary of our President and CEO, Dr. Chris Xuand is a Tianjin, Chinaa technology-based cell manufacturing organization that has developed substantial manufacturing technology related to cell manufacturing services.

Pursuant to the Boyalife License Agreement, Boyalife Genomics has granted the Company and its subsidiaries and affiliates an exclusive perpetual license to United States use the existing and future know-how of Boyalife Genomics and we
patent rights (if any) relating to cell manufacturing and related processes. Notwithstanding the foregoing exclusivity, Boyalife Genomics reserves the right to use (but not license) the Licensed Intellectual Property in the we for its internal use in connection with the supply of products and services to third parties. In return for this license, the Company will pay Boyalife Genomics a current royalty of 7.5% of the Company’s annual net sales of products and services that are covered by one or more of the agreements granted by Boyalife Genomics. we
patents and 5.0% of other products and services covered by licensed intellectual property. The royalty will be payable on each licensed product or service for a period of 10 years from the first commercial sale of the product or service (or if patented, until the expiration of the applicable licensed patent(s) ), and the license will be royalty-free thereafter on that licensed product or service. In return for the license, the Company transferred to Boyalife Genomics all of the Company’s 8.63% minority interest in ImmuneCyte Inc. The license includes the Company’s right to sub-license the Intellectual Property to Company Affiliates without Boyalife’s consent, but any sublicense to a non-affiliate requires Boyalife’s consent. The Company has the right to terminate the License Agreement at any time for convenience, and the Agreement contains other customary early termination rights (including a right to terminate due to material breach not cured by other party or the other party’s bankruptcy). The agreement contains other provisions customary for intellectual property license agreements, including provisions relating to confidentiality and ownership of new intellectual property relating to cell manufacturing. The agreement also grants the Company a right of first refusal to purchase any cell manufacturing business or operation of Boyalife Genomics on the same terms as any third-party offer to purchase such business or operation.

Rental of CDMO facilities

Also on March 24, 2022we have entered into a rental agreement with Z3 Investment LLC
(“Lessor”) for a facility that we intend to host our planned CDMO activities (the “CDMO Facility Lease”). CDMO’s facility lease provides for approximately 35,475 square feet of space in the Sacramento, California area in which we plan to partner with the lessor to construct a state-of-the-art current good manufacturing practice (cGMP) compliant facility with 12 cGMP cleanrooms (with lessor funding of up to $3.0 million of these construction costs). The lease for the CDMO facility provides for a lease term commencing on April 1, 2022 and ending on September 30, 2027, with the option for the Company to extend the lease for 2 additional periods of 5 years each. The lease for the CDMO facility provides an initial monthly rent of $46,116which increases in November 2022 for $103,587 per month, and with annual escalations thereafter of up to $125,936 per month in the last scheduled year of the lease. We are also required to pay all operating expenses of the rented premises. The CDMO Facility Lease contains other customary terms for leasing a facility of this type, including provisions relating to security deposits, indemnity and the lessor’s right to terminate the lease early for breach. The lessor is a subsidiary of our Chairman and CEO, Dr. Xu. We believe that the terms of the CDMO Lease and the Boyalife License Agreement are more favorable to us than terms that could be obtained from an unaffiliated third party.

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The description of the CDMO Facility License and Lease Agreement set forth above is necessarily incomplete and is qualified by reference to the full text of such agreements, which are attached to this Form 8-K as Exhibit 10.1 and 10.2, respectively, and which are incorporated herein by reference.

Section 9.01. Financial statements and supporting documents.

(d) Exhibits

Exhibit No.                               Description
       10.1      License and Technology Access Agreement, dated March 24, 2022,
               between ThermoGenesis Holdings, Inc. and Boyaife Genomics Tianjin
               Ltd.
       10.2      Lease Agreement, dated March 24, 20222, between ThermoGenesis
               Holdings, Inc. and Z3 Investment LLC.
        104    Cover Page Interactive Data File (embedded within the Inline XBRL
               document)

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