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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:

 

 

1.01

" Effective Date " and “Closing Date” means the “Closing Date” as defined in the Stock Purchase Agreement.

 

 

1.02

" 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.

 

 

1.03

Iogen ” means the dietary supplement tablet which is sold by Symbollon under such trade name.

 

 

1.04

" 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.

 

 

1

 


 


 

 

1.05

" Product " means any product which is based on the Licensed Patents or Proprietary Information of Symbollon.

 

 

1.06

" 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.

 

 

1.07

Territory ” shall mean the world.

 

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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