integradistributionag.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    DISTRIBUTION
AGREEMENT

    


    THIS
AGREEMENT is made this 30th day of
June, 2009, by and between Symbollon Pharmaceuticals, Inc., a Delaware
corporation, with its principal place of business located at 37 Loring Drive,
Framingham, Massachusetts 01702 (the "Company") and Integra Labs, Inc., a
Florida corporation, with its principal place of business located at 3065 Porter
Street Suite 103 Soquel, CA 95073 (the "Distributor").

    


    WHEREAS,
the Company is in the business of developing, marketing, selling and promoting
certain iodine-based products, including the Product (defined
hereinbelow);

    


    WHEREAS,
the Distributor is in the business of distributing nutritional supplements and
assures the Company that it has the financial resources, facilities, personnel
and expertise necessary to successfully market the Product in the Territory
(defined hereinbelow); and

    


    WHEREAS,
the Distributor wishes to obtain, and the Company is willing to grant the
Distributor, an exclusive right to distribute the Product in the
Territory.

    


    NOW,
THEREFORE, in consideration of the foregoing premises and the promises
hereinafter made by the parties hereto, it is agreed as follows:

    


    ARTICLE
I

    DEFINITIONS

    


    As used in this Agreement, each of the
following terms has the meaning set forth thereafter, such meaning to be equally
applicable both to the singular and plural forms of the terms herein
defined.

    


    “Additional Term” has the meaning set
forth in Section 7.1.

    


    "Affiliate"
means any individual, corporation, partnership, proprietorship or other entity
controlled by, controlling, or under common control with a party through equity
ownership, ability to elect directors or direct management and policies, or by
virtue of a majority of overlapping directors, and shall include (a) any
individual, corporation, partnership, proprietorship or other entity directly or
indirectly owning, owned by or under common ownership with such party to the
extent of fifty percent (50%) or more of the equity or voting shares, including
shares owned beneficially by such party, (b) each officer, director or partner
of such party and (c) for the Distributor, Integra Labs, Inc.

    


    “Agreement”
means this agreement, together with all schedules, exhibits and other
attachments hereto, now or hereafter appended, as the same may be modified,
amended or supplemented from time to time.

    


    “Company” shall mean Symbollon
Pharmaceuticals, Inc.

     

    
 

    
      
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    “Confidential 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.  Confidential 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.

    


    “Contract Year” shall mean each
twelve-month period following the Effective Date.

    


    “Dietary Supplement” means a product
isolated or purified from foods that is generally sold in medicinal forms not
usually associated with food and is demonstrated to have a physiological benefit
to maintain healthy physiological systems.

    


    “Distributor” shall mean Integra
Laboratories, Inc.

    


    “Effective
Date” shall the date first written above.

    


    “Existing Inventory” shall mean the
existing inventory of the Product held by the Company which consists of not less
than 10,000 60-tablet bottles and 5,000 120-tablet bottles of the
Product.

    


    “Initial
Term” has the meaning set forth in Section 7.1.

    


    “IoGen
Information” shall mean all patents, studies, articles, testimonials and other
information which are not considered Confidential Information owned by the
Company that relate to the Product.

    


    “Net
Sales” means the Distributor’s net sales of the Product upon which the Company
is entitled to receive a Royalty in accordance with this Agreement.

    


    “Over-the-Counter
(OTC)” means sales which do not require a prescription from a medical doctor or
other authorized medical professional.

    


    “Parties” shall refer to the Company
and the Distributor.

    


     “Product”
means IoGenTM, the Company’s Dietary Supplement for breast health.

    


    “Regulatory
Approval” shall refer to any regulatory approval necessary to market a product
in a country.

    


    “Royalty” has the meaning set forth in
Section 2.4.

     

    
 

    
      
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    “Term” means the Initial Term and any
Additional Terms.

    


    “Territory” means all countries that
allow OTC sale of the Product without Regulatory Approval as a pharmaceutical
product, provided, however, that the Company shall have the right to exclude any
country from the Territory for which the Distributor does not have either the
ability or the desire to market the Product.  Such right of exclusion
may only be exercised in conjunction with Distributor’s written consent that it
is not able or does not desire to distribute the Product in such
countries.

    


    ARTICLE
II

    APPOINTMENT
OF DISTRIBUTORSHIP

    


    2.1           Distribution Right.
The Company hereby appoints and grants Distributor the exclusive and
non-assignable right to distribute the Product in the Territory.  To
the extent there are countries within the Territory that the Distributor does
not have the ability or desire to market the Product, the Company shall have the
right to exclude such countries from the Territory.  Such right of
exclusion may only be exercised in conjunction with Distributor’s written
consent that it is not able or does not desire to distribute the Product in such
countries.

    


    2.2           Existing Inventory.
The Distributor shall purchase the Existing Inventory from the Company for
$30,000. The Distributor shall pay the Company for the Existing Inventory in two
installments of $15,000 each, the first payment due within 10 business days of
the Effective Date and the second payment within 30 days of the Effective
Date.  The Company shall deliver the Existing Inventory to a delivery
site specified by the Distributor with such delivery to take place within 5
business days of the tender of the first payment.  The cost of
shipping the Existing Inventory shall be paid by the Distributor.  The
Distributor shall repackage the Existing Inventory at its own
cost.  The Company retains the right to review the label, inserts and
other packaging of the Product prior to any public sale of the Product and to
restrict any such content which the Company believes is unlawful, discloses
Confidential Information or is potentially damaging to the Company or its
assets.  Within one week of submission to the Company, the Company
will approve a “proof” of the proposed packaging and upon such approval, the
Company shall be deemed to have waived any claim hereafter stemming from the
approved packaging.

    


    2.3           Manufacturing. The
Distributor will assume all manufacturing cost and responsibilities for the
Product for sale in the Territory after delivery of the existing
inventory.  The Company shall transfer to the Distributor its
manufacturing formula and processes which the Company considers Confidential
Information.  The Distributor shall use its best efforts to ensure
that the Product is manufactured in accordance with all applicable laws
governing its intended use and that the Product meets all relevant release
testing specifications.  The Company agrees not to manufacture the
Product, or a competitive product, for sale in the Territory, but the Company
shall be free to manufacture the Product for sale in countries outside the
Territory.

    


    2.4           Royalty. The
Distributor shall pay the Company a royalty as specified on Exhibit 2.4 for all
Net Sales whether sold directly to the ultimate end user by the Distributor or
sold to an intermediate party for further sale to the ultimate end
user.  The royalty shall be paid on the Net Sales from the Existing
Inventory.

     

    
 

    
      
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    2.5.           Competitive Products.
The Distributor agrees not to represent or sell other products which are
reasonably deemed to be competitive with the Product unless agreed to in writing
by the Company.

    


    2.6           Milestones/Minimum
Sales. This Agreement, and the rights granted hereunder by the Company,
shall be terminable in accordance with Section 7.4, if the Distributor does not
achieve the milestones and minimum Net Sales requirements listed in Exhibit 2.6
attached hereto.

    


    ARTICLE
III

    MARKETING
AND SUPPORT

    


    3.1           Sales and Marketing.
The Distributor will assume all sales and marketing costs and responsibilities
for the Product in the Territory and to use its best efforts to promote the sale
and distribution of the Product in the Territory.

    


    3.2           Advertising and
Labeling. The Distributor shall be responsible for ensuring that all
labeling and advertising for the Product is compliant with all applicable laws
and regulations.

    


    3.3           Trademarks.  During
the term of this Agreement, the Distributor shall have the right to promote and
sell the Product under the Company’s trademark, IoGenTM, provided, however, that
the trademark shall be and remain the property of the Company.

    


    3.4           Internet Web Sites.
The Company shall grant the Distributor the right to use its web sites, www.buyiogen.com and
www.mybreastpain.com.  The
Company retains the right to review the content of these web sites prior to any
public dissemination of such content and to restrict any such content which the
Company believes is unlawful, discloses Confidential Information or is
potentially damaging to the Company or its assets.

    


    3.5           IoGen Information.
The Company shall grant the Distributor the right to use and reference the IoGen
Information in its marketing efforts for the Product.  The Company
retains the right to review any public use of the IoGen Information prior to any
public dissemination of such IoGen Information and to restrict the use of any
IoGen Information which the Company believes is unlawful, discloses Confidential
Information or is potentially damaging to the Company or its
assets.

    


    


    


    


    
      
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    ARTICLE
IV

    PAYMENT

    


    4.1           Timing of Royalty
Payments.  Royalties payable under Section 2.4 will be paid
without deduction, counterclaim or set-off not later than five (5) business days
following the end of each calendar month and each such payment shall be
accompanied by a report in writing showing the calendar week for which such
payment applies, the applicable Net Sales for the calendar month, the
calculations used to compute said amounts, including the quantity and
description of the Product, and the royalties due on such Net
Sales.

    


    4.2           Records of Net
Sales.  The Distributor shall keep and cause its Affiliates to
keep, true and accurate records and books of account containing data reasonably
required for the computation and verification of payments to be made as provided
by this Agreement.  The records and books shall be open for inspection
during business hours upon reasonable notice by the Company or an independent
certified accountant selected by the Company for the purpose of verifying the
amount of payments due and payable.  Said right of inspection may be
exercised not more than once in any calendar year, but will exist for five (5)
years from the date of origination of any such record, and this requirement and
right of inspection shall survive any termination of this
Agreement.  The Company shall be responsible for all of its expenses
or its independent accountants associated with such
inspection.  However, in the event that such inspection reveals an
underpayment of amounts due hereunder in excess of ten percent (10%), then said
inspection shall be at the expense of the Distributor and the amount of such
underpayment shall bear interest at the rate of one and one-half percent (1.5%)
per month, commencing on the date the obligation to pay such underpayment
initially accrued hereunder.  If such inspection reveals an
overpayment hereunder, the Company shall credit such overpayment against the
next payment due hereunder.

    


    4.3           Payments.  Any
payments to be made by the Distributor under this Agreement will be paid by wire
in U.S. dollars.

    


    ARTICLE
V

    PROPRIETARY
RIGHTS AND PUBLICATIONS

    


    5.1           Confidential
Information.  All Confidential Information which is disclosed
by one Party to the other during the term of this Agreement shall be maintained
in confidence by the receiving party and shall not be disclosed by the receiving
party to any other person, firm, or agency, governmental or private, without the
prior written consent of the disclosing party, except to the extent that such
Confidential Information:

    


    
      	
               
      

            	
              (a)

            	
              is
      required to be disclosed to governmental agencies in order to gain
      approval to sell the Product, or

            


    

    
      	
               
      

            	
              (b)

            	
              is
      necessary to be disclosed to agents, consultants and/or other third
      parties for the sale and marketing of the Product, which entities first
      agree in writing to be bound by the confidentiality obligations contained
      in this Agreement.

            


    

     

    
 

    
      
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    The
confidentiality obligations of the Parties shall continue in full force and
effect for a period of five (5) years following the termination of this
Agreement.

    


    5.2           Use of the Company
Name. The Company expressly prohibits any direct or indirect use,
reference to, or other employment of its name, trademarks, or trade name, except
as specified in this Agreement or as expressly authorized by the Company in
writing.

    


    5.3           Joint
Disclosures.  The Parties will jointly discuss and agree on the
release of any statement to the public regarding the execution and the subject
matter of this Agreement, the details of research to be conducted under this
Agreement, or any other material terms of this Agreement, subject in each case
to disclosure otherwise required by law or regulation, including applicable
securities laws.

    


    ARTICLE
VI

    WARRANTIES/INDEMNIFICATION/INSURANCE

    


    6.1           Representations and
Warranties.  The Company represents and warrants to the
Distributor that, to the best of its knowledge as of the Effective Date, the
manufacture and sale of the Product in the Territory does not infringe any
rights of third parties.  The Company further represents and warrants
that, to the best of its knowledge, the Existing Inventory was manufactured
according to our manufacturing specifications and in accordance with applicable
laws.  The Distributor represents and warrants to the Company that, to
the best of its knowledge, the Product shall be manufactured according to its
manufacturing specifications and in accordance with applicable
laws.

    


    6.2           Disclaimer.  EXCEPT
AS SET FORTH ABOVE IN THIS ARTICLE 6, THE COMPANY DISCLAIMS ALL REPRESENTATIONS
AND WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, ORAL OR IN WRITING,
INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO VALIDITY, ENFORCEABILITY,
NON-INTERRUPTION, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,
NON-INFRINGEMENT OR THE LIKE WITH RESPECT TO THE MANUFACTURE AND SALE OF THE
PRODUCT IN THE TERRITORY.  IN NO EVENT SHALL THE COMPANY BE LIABLE FOR
ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES TO THE DISTRIBUTOR AND ANY OTHER
PARTY.

    


    6.3           Indemnification.  Each
Party shall indemnify, defend and hold harmless the other Party, its directors,
officers, employees and agents and their respective successors, heirs and
assigns (the "Indemnitees") against
any liability, damage, loss or expense (including reasonable attorneys' fees and
expenses of litigation) incurred by or imposed upon the Indemnitees, or any one
of them, in connection with any claims, suits, actions, demands or judgments
relating to, or arising out of (a) any breach of the indemnifying party's
representations, warranties, agreements or covenants in this Agreement,
including without limitation the confidentiality obligations set forth in
Article 5, and (b) any other activities to be carried out by the indemnifying
party, its Affiliate(s) or agents under this Agreement (including, without
limitation, with respect to the Distributor, the manufacture, promotion and sale
by the Distributor or by any Affiliate or agent of the Distributor, of the
Product).

     

    
 

    
      
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    6.4           Insurance.  At
all such times as the Product is being tested, distributed or sold by the
Distributor or any Affiliate or agents of the Distributor, the Distributor
shall, at its sole cost and expense, procure and maintain policies of product
liability insurance in such scope and coverage consistent with commercially
reasonable practices normally exercised under similar circumstances consistent
with good business judgment, (except for the initial inventory purchased from
the company).  The Distributor shall provide the Company with written
notice of such insurance coverage upon request by the Company.  The
Distributor shall provide the Company with written notice immediately upon
receipt by the Distributor of notice of any pending cancellation, non-renewal or
material change in such insurance, and shall obtain replacement insurance
providing comparable coverage prior to any such cancellation, non-renewal or
material change.  The Distributor shall maintain such product
liability insurance beyond the termination of this Agreement during (a) the
period that the Product is being tested, distributed or sold by the Distributor
or by any Affiliate or agent of the Distributor and (b) a reasonable period
after the period referred to in the preceding clause (a).

    


    6.5           Additional Indemnification
Obligations.    In the event any action is commenced
or claim made or threatened against one or more of the Indemnitees as to which a
Party to this Agreement may be obligated to indemnify it or them or hold it or
them harmless, such Indemnitee(s) shall promptly notify such Party of such
event.  Such Party shall assume the defense of, and may settle (with
the applicable Indemnitee's consent, such consent not to be unreasonably
withheld), with counsel of its own choice (reasonably acceptable to the other
Party to this Agreement and the applicable Indemnitee(s)) and at its sole
expense such claim or action.  Any Indemnitee may participate in the
defense of any such claim or action with counsel of its own choice at its own
expense.  No Party shall be liable to the other Party or other
Indemnitee(s) on account of any settlement of any such claim or action effected
without its prior written consent, which shall not be unreasonably
withheld.  Notwithstanding any provision herein to the contrary, the
Distributor shall take no action relating to, and the Company may withhold its
consent in its sole discretion to, the settlement of any matter which may affect
the right to manufacture and sell the Product; provided that if the Company
withholds its consent, then the Company agrees to share thereafter 50/50 in any
subsequent expenses attributable to such claims made or settlement paid by the
Distributor, including without limitation fees paid to outside counsel or a
consultant, and reasonable travel expenses, but not including any part of any
salary of any employee of the Distributor.

    


    ARTICLE
VII

    TERM AND
TERMINATION

    


    7.1           Term.  This
Agreement will become effective on the Effective Date and, unless terminated
under another specific provision of this Agreement, will remain in effect until
the fifth (5th)
anniversary of this Agreement (the “Initial Term”).  Unless terminated
pursuant to a provision in the Agreement during either the Initial Term or any
subsequent term, the term of this Agreement shall be automatically renewed for
successive five (5) year terms (the “Additional Terms”).

     

    
 

    
      
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    7.2           Termination
Events.  Upon the occurrence of any of the events set forth
below, either Party, as applicable, shall have the right to terminate this
Agreement by giving written notice of termination, to be effective as described
herein:

    


    
      	
               
      

            	
              (a)   non-payment
      of any amount payable to such Party hereunder continuing ten (10) calendar
      days after receipt of written notice of such
  non-payment;

            


    

    


    
      	
               
      

            	
              (b)  failure
      by the other Party in any material respect (other than matters which are
      covered by clause (a) above) to observe or perform any of the provisions
      of this Agreement on the other Party's part to be observed or performed,
      if such failure is not remedied within thirty (30) calendar days after
      receipt of notice specifying such
failure;

            


    

    


    
      	
               
      

            	
              (c)   effective
      upon receipt of notice, if the other Party (i) applies for or consents to
      the appointment of a receiver, trustee or liquidator of it or of all or a
      substantial part of its assets, (ii) makes a general assignment for the
      benefit of creditors, (iii) is adjudicated a bankrupt or insolvent, (iv)
      files a voluntary petition in bankruptcy or a petition or an answer
      seeking reorganization or an arrangement with creditors to take advantage
      of any insolvency law or any answer admitting the material allegations of
      the petition filed against it in any bankruptcy, reorganization or
      insolvency proceeding or (v) takes corporate action for the purpose of
      effecting any of the foregoing; and

            


    

    


    
      	
               
      

            	
              (d)  effective
      upon receipt of notice, an order or judgment or decree shall be entered,
      without the application, approval or a consent of the other Party by any
      court of competent jurisdiction, approving a petition seeking
      reorganization of such Party or appointing a receiver, trustee or
      liquidator of such Party, or all or a substantial part of its assets and
      such order, judgment or decree shall continue unstayed and in effect for
      any period of sixty (60) consecutive
days.

            


    

    


    7.3           Termination by the
Distributor.  The Distributor may terminate this Agreement for
any reason, or for no reason, by giving the Company a notice of termination to
be effective upon a termination date set forth by the Distributor in such
notice, which termination date shall not be sooner than sixty (60) days after
the date of the written notice.  Such notice shall be deemed by the
Parties to be final and, immediately upon receipt of such notice of termination,
all rights granted to the Distributor hereunder shall revert to the Company,
including the right to manufacture and sell the Product in the
Territory.

    


    7.4           Termination by the
Company. The Company may terminate this Agreement effective upon giving
the Distributor a notice of termination upon the Distributor’s failure to
achieve any of the milestones or minimum Net Sales requirements specified in
Exhibit 2.6.

    


    7.5           Effects of
Termination.  If this Agreement is terminated, upon such
termination, all rights granted hereunder by the Company to the Distributor,
including the manufacture and sale of the Product shall revert to the Company
without charge and free of any and all liens, claims, security interests and
other encumbrances, and the Distributor agrees to execute all such further
documents as may be reasonably required to effect such assignment.  No
exercise by either Party of any right of termination shall constitute a waiver
of any right of that Party for recovery of any monies then due to it hereunder
or any other right or remedy such Party may have at law, in equity or under this
Agreement.

     

    
 

    
      
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    7.6           Survival.  Termination
of this Agreement for whatever reason shall be without prejudice to the
settlement of the rights and obligations of the Parties arising out of this
Agreement prior to the date of termination, including, without
limitation:  (a) obligations to pay Royalties and other sums accruing
hereunder, (b) the right to complete the manufacture and sale of the Product
which qualify as "work in process" under generally accepted cost accounting
standards or which are in stock at the date of termination or returned to stock
after the date of termination, and the obligation to pay Royalties on Net Sales
of the Product, (c) obligations for record keeping and accounting reports for so
long as the Product is sold pursuant to the preceding clause (b), (d) the right
to inspect books and records as described in Section 4.2, (e) obligations of
insurance, defense and indemnity under Article 6, (f) any cause of action or
claim accrued or to accrue because of any breach or default by the other Party
hereunder, (g) obligations of confidentiality under Article 5, (h) the Parties
shall return or destroy promptly all Confidential Information provided to them
under this Agreement, and (i) all of the terms, provisions, representations,
rights and obligations contained in this Agreement that by their sense and
context are intended to survive until performance thereof by either or both
Parties.

    


    


    ARTICLE
VIII

    FUTURE
PRODUCT DEVELOPMENT

    


    8.1           Modifications/Improvements.
The Parties shall collaborate on the development of certain modifications and
improvements to the Product.  Any such modified or improved formula
for the Product shall be governed by the terms of this Agreement.

    


    8.2           Future Product
Opportunities. The Parties intend to work together to identify future OTC
product opportunities incorporating the Company’s iodine
technology.  Any such future product opportunities shall be
distributed by the Distributor.  If the Company identifies any such
product opportunities, the Company agrees to discuss any such product
opportunities with the Distributor, including the estimated market size,
manufacturing costs and development expenses, prior to pursuing such product
opportunity with a third party.  The Distributor shall have sixty (60)
days to evaluate the product opportunity.  To the extent that the
Parties can not mutually agree to collaborate on any particular product
opportunity, the Company shall be free to commercialize such product opportunity
without restriction.

    


    ARTICLE
IX

    GENERAL
PROVISIONS

    


    9.1           Notice or
Communication. Any notice or communication required or permitted
hereunder shall be in writing and shall be sent by registered mail, return
receipt requested, postage prepaid and addressed to the addresses shown on the
first page of this Agreement or to such changed address as any Party entitled to
notice shall have communicated in writing to the other Party.  Any
notices or communications to either Party hereunder shall be deemed to have been
given when deposited in the mail, addressed to the then current address of such
Party.  Any such notice or communication so mailed shall be deemed
delivered and effective seventy-two (72) hours after mailing thereof in the
United States.

     

    
 

    
      
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    9.2           Governing Law; Jurisdiction
and Venue.  With regard to any claim or controversy initiated
by the Distributor related to this contract or any breach thereof, this
Agreement shall be governed by the internal laws of The Commonwealth of
Massachusetts (without regard to conflict of law provisions), and with regard to
any claim or controversy initiated by the Company related to this contract or
any breach thereof, this Agreement shall be governed by the internal laws of the
State of California (without regard to conflict of law
provisions).  Any claim or controversy arising out of or related to
this contract or any breach thereof, shall be submitted to United States
District Court, District of Massachusetts if such claim or controversy if
initiated by the Distributor and to United States District Court, District of
California if such claim or controversy if initiated by the Company, and the
Parties hereby consent to the jurisdiction and venue of such
courts.

    


    9.3           Waiver.  Except
as specifically provided for herein, the waiver from time to time by either
Party of any of its rights or a Party's failure to exercise any remedy shall not
operate or be construed as a continuing waiver of same or of any other of such
Party's rights or remedies provided in this Agreement.

    


    9.4           Enforceability.  If
any term, covenant or condition of this Agreement or the application thereof to
any Party or circumstance shall, to any extent, be held to be invalid or
unenforceable, then (a) the remainder of this Agreement, or the application of
such term, covenant or condition to the Parties or circumstances other than
those as to which it is held invalid or unenforceable, shall not be affected
thereby and each term, covenant or condition of this Agreement shall be valid
and be enforced to the fullest extent permitted by law; and (b) the Parties
covenant and agree to renegotiate any such term, covenant or application thereof
in good faith in order to provide a reasonably acceptable alternative to the
term, covenant or condition of this Agreement or the application thereof that is
invalid or unenforceable, and in the event that the Parties are unable to agree
upon a reasonable acceptable alternative, then the Parties agree that a
submission to arbitration shall be made to establish an alternative to such
invalid or unenforceable term, covenant or condition of this Agreement or the
application thereof, it being the intent that the basic purposes of this
Agreement are to be effectuated.

    


    9.5           Entire Agreement and
Amendment.  This Agreement contains the entire understandings
of the Parties with respect to the matters contained herein, and supersedes all
prior agreements, oral or written, and all other communication between them
relating to the subject matter hereof.  The Parties hereto may, from
time to time during the continuance of this Agreement, modify, vary or alter any
of the provisions of this Agreement, but only by an instrument duly executed by
authorized officers of both Parties hereto.

    


    9.6           Independent
Contractor.  The Distributor shall conduct its business in the
manufacture and sale of the Product as a principal for its own account and at
its own expense and risk.  Nothing herein shall be deemed to establish
a relationship of principal and agent, or any similar relationship, between the
Company and the Distributor, nor any of their respective agents or employees,
for any purpose whatsoever.  This Agreement shall not be construed as
constituting the Company and the Distributor as partners, or as creating any
other form of legal association or arrangement which would impose liability upon
one Party for the act or failure to act of the other Party.

     

    
 

    
      
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    9.7           Headings.  The
headings of the several Articles and Sections of this Agreement are intended for
convenience of reference only and are not intended to be a part of or to affect
the meaning or interpretation of this Agreement.

    


    9.8           Further
Instruments.  Each Party agrees to execute, acknowledge and
deliver such further instruments and to do all such further acts as may be
necessary or appropriate in order to carry out the purposes and intent of this
Agreement.

    


    9.9           Force
Majeure.  Performance of a Party's obligations hereunder (other
than the payment of money or the failure by the Distributor to provide insurance
pursuant to Section 6.4) may be delayed if (a) such performance is delayed by
causes beyond that Party's reasonable control, including, but not limited to,
acts of God, war, riot, epidemics, fire, flood, insurrection, or acts of civil
or military authorities, and (b) such delaying Party is at all times working
diligently to correct the matter causing the delay and otherwise performing as
required under the Agreement.  Notwithstanding the foregoing, the
Parties shall remain liable for all obligations incurred by them prior to any
termination of this Agreement.

    


    9.10           Assignment. This
Agreement constitutes a personal contract and the Distributor shall not transfer
or assign same or any part thereof without the advance written consent of the
Company.  Except as expressly set forth in this Agreement, this
Agreement shall not be assignable by the Distributor without the prior written
consent of the Company and any attempt to assign (directly or indirectly) this
Agreement, without such consent, shall be void from the
beginning.  The Distributor may assign this Agreement without the
Company's consent to any purchaser of, or successor in interest to, all or
substantially all of the Distributor's business to which this Agreement relates
if, and only if, the  intended successor or purchaser agrees in
writing (a) to accept and be bound by all of the terms and conditions of this
Agreement and (b) to devote at least the same efforts and resources to
performance hereunder as the Distributor exerted immediately before the
assignment.  The Company may assign this Agreement if such assignee
agrees in writing to accept and be bound by all of the terms and conditions of
this Agreement.

    


    9.11           Counterparts.  This
Agreement may be executed in one or more counterparts, all of which shall be
considered one and the same agreement.  One or more counterparts may
be delivered via telecopier and any such telecopied counterpart shall have the
same force and effect as an original counterpart hereto.

    


    


    


    
      
        11

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    


    


    


    


    IN
WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their
duly authorized officers as of the date and year indicated above.

    


    


    SYMBOLLON
PHARMACEUTICALS, INC.

    


    


    


    By:_/s/ Paul C.
Desjourdy________________

          Paul
C. Desjourdy, President

    


    


    


    INTEGRA
LABS, INC.

    


    


    


    By:_/s/ Martha E.
Herrod________________

          Martha
E. Herrod, CEO

    



    
      
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    EXHIBIT
2.4

    ROYALTIES

    


           Retail                                               Wholesale

    Product                                Size                                         Royalty                                      Royalty

    


    IoGenTM                                30-day
supply                                           $*
per
bottle                                           $*
per bottle

    


    The
retail royalty shall be paid on all sales by the Distributor, or any Affiliate,
to the ultimate end user of the Product. The wholesale royalty shall be paid on
all sales by the Distributor, or any Affiliate, to a retail outlet that
purchases the Product for resale to the ultimate end user.  To the
extent that the Distributor desires to sell the Product in other sizes, the
Company’s royalty rates shall be adjusted proportionally (for example, a 60-day
supply would increase the per bottle retail royalty to $*).  For each
Contract Year during the Additional Terms, the Royalty shall be increased by the
same percentage increase in the sales price that occurs for the
Product.   No royalty shall be due on Product that is given away
as a promotion.

     

     

    *  denotes redacted confidential information for which confidentiality
treatment is being requested pursuant to Rule 24b-2.


     

     

     

     

    
      
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    EXHIBIT
2.6

    MILESTONES/NET
SALES MINIMUMS REQUIREMENTS

    


    


    
      
        	
                Time
      Period

                 

              	
                Milestone/Net
      Sales Minimums

              
	
                75
      calendar days after Effective Date -

                 

              	
                Revised
      web site open for commerce

              
	
                6
      months after Effective Date -

                 

              	
                Net
      Sales of at least $* for period

              
	
                First
      Contract Year -

                 

              	
                Net
      Sales of at least $* for year

              
	
                Second
      Contract Year -

                 

              	
                Net
      Sales of at least $* for year

              
	
                Third
      Contract Year -

                 

              	
                Net
      Sales of at least $* for year

              
	
                Fourth
      Contract Year -

                 

              	
                Net
      Sales of at least $* for year

              
	
                Fifth
      and each Subsequent Contract Year -

              	
                Net
      Sales of at least $* each
year

              


      

    

    


     

     

     

     

    *  denotes redacted confidential information for which confidentiality
treatment is being requested pursuant to Rule 24b-2.


    
 

    
      
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