DISTRIBUTION AGREEMENT

DISTRIBUTION AGREEMENT

THIS AGREEMENT is made this 30 ^th 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.

“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 IoGen™, 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.

“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.

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, IoGen™, 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.

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:

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