UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 28, 2005
THERMOGENESIS CORP.
(Exact name of registrant as specified in its charter)
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Delaware 0-16375 94-3018487
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
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2711 Citrus Road
Rancho Cordova, California 95742
(Address and telephone number of principal executive
offices) (Zip Code)
(916) 858-5100
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Section 1 - Registrant's Business and Operations
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Item 1.01 Entry into a Material Definitive Agreement
On March 28, 2005, ThermoGenesis Corp. (the "Company") entered into a five
year Distribution and License Agreement with Asahi Kasei Medical Co., Ltd.
("Asahi"). Under the Agreement, the Company granted Asahi exclusive rights to
sell the CryoSeal(R) System in Japan. This Agreement replaces the parties' prior
Distribution and Manufacturing License Agreement for the CryoSeal(R) System. The
CryoSeal(R) System produces fibrin sealant components: fibrinogen rich
cryoprecipitate and activated thrombin simultaneously from human plasma. The
Agreement also granted Asahi the right to manufacture the processing disposables
and Thrombin Reagent for production of thrombin ("Thrombin Activation Device")
in Japan. Asahi will have the non-exclusive right to manufacture and sell the
Thrombin Activation Device Stand Alone in Japan.
Pursuant to the terms of the Agreement, Asahi has a right of first refusal
to expand the territory under the Agreement to include South Korea, North Korea,
Taiwan, the Philippines, Thailand, Singapore, India and Malaysia. There can be
no assurances that this right will be exercised or that Asahi will be willing to
pay fees and royalties acceptable to the Company for such expanded territories.
After five years, the Agreement will automatically renew for one year terms
unless terminated by either party as permitted in the Agreement.
Section 9 - Financial Statements and Exhibits
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Item 9.01 Financial Statements and Exhibits.
Exhibit No. Exhibit Description
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10 Distribution and License Agreement between Asahi
Kasei Medical Co., Ltd. and ThermoGenesis Corp.
dated March 28, 2005
99 Press release dated March 28, 2005, titled
"Asahi Kasei Medical Files PMA for
ThermoGenesis' CryoSeal(R) Fibrin Sealant
System in Japan."
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THERMOGENESIS CORP.,
a Delaware Corporation
Dated: March 29, 2005 /s/ Renee Ruecker
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Renee Ruecker,
Chief Financial Officer
EXHIBIT INDEX
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Exhibit No. Description
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10 Distribution and License Agreement between Asahi
Kasei Medical Co., Ltd. and ThermoGenesis Corp.
dated March 28, 2005
99 Press release dated March 28, 2005, titled
"Asahi Kasei Medical Files PMA for
ThermoGenesis' CryoSeal(R) Fibrin Sealant
System in Japan."