TECHNOLOGY LICENSE
AGREEMENT
This Agreement
is made as of this 8th day of October, 2010 by and among Organic
Business Alliances, LLC (“ OBA ”), KSIA, LLC ("
Kushi ") and Symbollon Pharmaceuticals, Inc. ("
Symbollon ").
Of even date
therewith, OBA and Symbollon have entered into a Stock Purchase
Agreement whereby OBA has agreed to purchase up to 15,000,000
shares of Symbollon common stock for $450,000. Pursuant
to the terms of this Agreement, Symbollon will be contracting with
IAIA, LLC (“IAIA”), an insurance agent affiliated with
OBA, for the purchase of key-man life insurance calling for the
payment of insurance premiums up to $3,800,000 for the first year
of coverage,. It is the parties’ intent that this
Agreement and the Stock Purchase Agreement be entered into
simultaneously and that such contracts for the purchase of key-man
life insurance be entered into as soon as possible thereafter, and
that the transactions contemplated be binding upon the parties
without right of revocation, such that (i) Symbollon may rely upon
the use of certain proceeds received by it from the Stock Purchase
Agreement to satisfy its obligation hereunder to purchase key-man
life insurance for its personnel and (ii) IAIA may rely on the
insurance commissions from the sale of such life insurance to
provide OBA with a portion of the funding for the license fees
under Section 4.1 hereof.
Symbollon is
the owner of certain proprietary technology relating to molecular
iodine, including Iogen™, the dietary supplement for
women’s healthcare. OBA wishes to obtain for Kushi
a license from Symbollon to its proprietary molecular iodine
technology for the development and sale of products in its
business, all on the terms and conditions set forth in this
Agreement. Accordingly, the parties hereby agree as
follows:
Article 1 -
Definitions
For purposes of
this Agreement, the following capitalized terms shall have the
following definitions:
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" Effective
Date " and “Closing Date” means the “Closing
Date” as defined in the Stock Purchase Agreement.
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" Field
" means all uses of the proprietary molecular iodine technology
owned by Symbollon for sale and use by the patients, customers and
other clientele of Kushi.
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“
Iogen ” means the dietary supplement tablet which is
sold by Symbollon under such trade name.
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" Licensed
Patents " means all of Symbollon's rights in and under patents
and patent applications applicable to the Field and one or more
valid claims of which covers any Product or method of using or
manufacturing any Product, as
follows: (a) the patents and patent
applications listed in Exhibit A , as well as all patents
issuing therefrom, (b) any other future iodine-based patent or
patent application in which Symbollon acquires any property
interest or license rights (but only to the extent such rights may
by their terms be further assigned to Kushi hereunder), and (c) any
divisions, continuations or continuations in part of the patents or
patent applications set forth above, including any reissue,
re-examination, re-registration or extension.
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"
Product " means any product which is based on the Licensed
Patents or Proprietary Information of Symbollon.
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"
Proprietary Information " means all technical information,
data, techniques, knowledge, skill, know-how, experience, trade
secrets, developments, formulae, processes, materials and other
information of a party which is disclosed or transferred from one
party to the other or developed in the course of performance under,
or during the term of, this Agreement, including by way of
illustration and not limitation, designs, drawings, documents,
models and other similar information. " Proprietary
Information " shall not include any of the foregoing that
are (i) in the possession of the receiving party at the
time of disclosure as shown by the receiving party’s files
and records immediately prior to the time of disclosures; (ii)
prior to or after the time of disclosure becomes part of the public
knowledge or literature, not as a result of any improper inaction
or action of a party under an obligation of confidentiality; or
(iii) lawfully obtained by the receiving party from sources
independent of the disclosing party, which sources have a lawful
right to disclose such information.
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“
Territory ” shall mean the world.
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Article 2 - Technology
License
2.1
Basic Grant . Subject to the terms and conditions
of this Agreement, Symbollon grants to Kushi a non-exclusive
license under the Licensed Patents and Symbollon's Proprietary
Information relating to molecular iodine to develop Products in the
Territory for use in the Field. Such license shall
include a right to reference and use of such Symbollon data,
including all animal studies and in vivo data, as may be required
to support the commercialization of Products in the
Field. To t
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