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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:
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