SEPARATION AND DISTRIBUTION AGREEMENT

Exhibit 10.1

SEPARATION AND DISTRIBUTION AGREEMENT

THIS SEPARATION AND DISTRIBUTION AGREEMENT (this “Agreement”) is entered into as of November 14, 2007, between Integrated BioPharma, Inc., a Delaware corporation (“INB”), and InB:Biotechnologies, Inc., a New Jersey corporation (“Biotech”). Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to such terms in Article 6 hereof.

RECITALS

WHEREAS, INB currently owns a majority of the issued and outstanding common stock of Biotech;

WHEREAS, Biotech is engaged in the specialty pharmaceutical business and related businesses as described in the Information Statement that is an exhibit to the Form 10 to be filed by Biotech with the Securities and Exchange Commission (the “Biotech Business”);

WHEREAS, the Boards of Director of INB has determined that it would be appropriate and desirable for INB to distribute, pro rata, to the holders of its common stock, all of the shares of Biotech common stock owned by INB (the “Distribution”);

WHEREAS, subsequent to the Distribution, and as provided for in this Agreement, Biotech will be an independent public company (the “Separation”); and

WHEREAS, INB and Biotech intend that the Separation and the Distribution will qualify as a tax-free reorganization under Section 355 of the Internal Revenue Code of 1986, as amended (the “Code”).

NOW, THEREFORE, in consideration of the foregoing and the covenants and agreements set forth below, the parties hereto agree as follows:

1.     SEPARATION

1.1.      Distribution Date . Unless otherwise provided in this Agreement, or in any agreement to be executed in connection with this Agreement, the effective time and date of the Distribution, and each undertaking or agreement in connection therewith shall be such date as may be fixed by the Board of Directors of INB following satisfaction of the conditions to the Distribution set forth in Section 3.9 (the “Distribution Date”).

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1.2.      Closing of Transactions . Unless otherwise provided herein, the closing of the transactions contemplated in Article 2 shall occur on the Distribution Date. Executed copies of each of the Ancillary Agreements and any other agreements or documents executed in connection with the transaction contemplated hereby, or thereby, shall be held in escrow by Greenberg Traurig, LLP (the “Escrow Agent”) for delivery as provided in Section 1.3.

1.3.      Exchange of Secretary’s Certificates . Upon receipt of a certificate of the Secretary or an Assistant Secretary of INB in form satisfactory to the Escrow Agent, the Escrow Agent shall deliver to Biotech on behalf of INB all of the items required to be delivered by INB hereunder pursuant to Section 2.1 and each such item shall be deemed to be delivered to Biotech as of the Distribution Date upon delivery of such certificate. Upon receipt of a certificate of the Secretary or an Assistant Secretary of Biotech in form satisfactory to the Escrow Agent, the Escrow Agent shall deliver to INB on behalf of Biotech all of the items required to be delivered by Biotech pursuant to Section 2.2 hereunder and each such item shall be deemed to be delivered to INB as of the Distribution Date upon receipt of such certificate.  

2.     DOCUMENTS TO BE DELIVERED ON THE DISTRIBUTION DATE  

2.1.      Documents to Be Delivered by INB . On the Distribution Date or such other date as may be established by the board of directors of INB, or as otherwise agreed by the parties, INB will deliver to Biotech all of the following items and agreements, in each case in form and substance customary for a transaction structured like the Distribution and as mutually agreed upon by INB and Biotech (collectively, together with all agreements and documents contemplated by such agreements, the “Ancillary Agreements”):

(a)     A duly executed Tax Sharing Agreement, in the form attached hereto as Exhibit 1;

(b)     A duly executed Transitional Services Agreement, in the form attached hereto as Exhibit 2;

(c)     A duly executed Confidentiality and Nondisclosure Agreement, in the form attached hereto as Exhibit 3;

(d)     A duly executed Indemnification and Insurance Matters Agreement, in the form attached hereto as Exhibit 4;

(e)     Such other agreements, documents or instruments as the parties may agree are necessary or desirable in order to achieve the purposes hereof.

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2.2.      Documents to Be Delivered by Biotech . As of the Distribution Date, Biotech will deliver to INB each of the Ancillary Agreements.

3.     THE DISTRIBUTION

3.1.      Delivery of Shares for Distribution . On or prior to the Distribution Date, INB will deliver to the distribution agent for the Distribution (the “Distribution Agent”) and the INB transfer agent, a single stock certificate, endorsed by INB, representing all of the outstanding shares of common stock of Biotech then owned by INB. The shares of Biotech common stock represented by said certificate shall be the shares distributed to the stockholders of INB, pursuant to the Distribution. INB shall cause the Distribution Agent to distribute on the Distribution Date the appropriate number of such shares of common stock of Biotech to each shareholder of INB as of the record date of the Distribution to be set by INB, or the designated transferee or transferees of such shareholder. 

3.2.      Shares Received . Subject to Sections 4.4 and 4.5, each holder of common stock of INB on the Record Date (or such holder’s designated transferee or transferees) will be entitled to receive in the Distribution a number of shares of common stock of Biotech equal to the number of shares of common stock of INB held by such holder on the Record Date. The amount of shares issued and outstanding to the individual shareholders of Biotech holding such shares prior to the Distribution Date shall not be increased or reduced by the Distribution.

3.3.      Obligation to Provide Information . Biotech and INB, as the case may be, will provide to the Distribution Agent all share certificates and any information required in order to complete the Distribution on the basis specified above.

3.4.      Information Statement . Prior to the Distribution Date, INB and Biotech shall prepare and mail, to the holders of common stock of INB such information concerning Biotech and the Distribution and such other matters as INB shall reasonably determine are necessary and as may be required by law. INB and Biotech will prepare, and Biotech will, to the extent required under applicable law, file with the Securities and Exchange Commission any such documentation that INB and Biotech determine is necessary or desirable to effectuate the Distribution, and INB and Biotech shall each use its reasonable commercial efforts to obtain all necessary approvals from the Commission with respect thereto as soon as practicable.

3.5.      Blue Sky . INB and Biotech shall take all such actions as may be necessary or appropriate under the securities or blue sky laws of the United States (and any comparable laws under any foreign jurisdiction) in connection with the Distribution.

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3.6.      Nasdaq Listing . Biotech shall prepare and file, and shall use its reasonable commercial efforts to have approved, an application for the additional listing of the common stock of Biotech to be distributed in the Distribution on the Nasdaq Capital Market, or such other national stock exchange as determined by Biotech’s Board of Directors, subject to official notice of distribution.

3.7.      Conditions . INB and Biotech shall take all reasonable steps necessary and appropriate to cause the conditions set forth in Section 3.9 to be satisfied and to effect the Distribution on the Distribution Date. 

3.8.      Sole Discretion of INB . INB agrees to use commercially reasonable efforts to complete the Distribution on or before February 1, 2008. INB shall, in its sole and absolute discretion, determine the date of the consummation of the Distribution and all terms of the Distribution, including, without limitation, the form, structure and terms of any transaction(s) and/or offering(s) to effect the Distribution and the timing of and conditions to the consummation of the Distribution. In addition, INB may at any time and from time to time until the completion of the Distribution, modify or change the terms of the Distribution, including, without limitation, by accelerating or delaying the timing of the consummation of all or part of the Distribution. Biotech shall cooperate with INB in all respects to accomplish the Distribution and shall, at INB’s direction, promptly take any and all actions necessary or desirable to effect the Distribution. INB shall select any financial printer, distribution agent and outside counsel for INB; provided, however, that nothing herein shall prohibit Biotech from engaging (at its own expense) its own financial, legal, accounting and other advisors in connection with the Distribution.

3.9.      Conditions Precedent to Distribution . The following are conditions that must take place prior to the consummation of the Distribution. The conditions are for the sole benefit of INB and shall not give rise to or create any duty on the part of INB or the INB Board of Directors to waive or not waive any such condition.

(a)      Form 10 . The Form 10 to be filed by Biotech shall be effective under the Exchange Act, with no stop order in effect with respect thereto.

(b)      T ax Opinion . INB shall have obtained an opinion letter from Greenberg Traurig, LLP in form and substance satisfactory to INB (in its sole discretion), and such letter shall remain in effect as of the Distribution Date, to the effect that the distribution by INB of all of its Biotech stock to the stockholders of INB should qualify as a tax free transaction under Section 355 of the Code.

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(c)      Government Approvals . Any material governmental approvals and consents necessary to consummate the Distribution, including without limit a declaration by the SEC of the effectiveness of the registration of the Biotech common stock on Form 10, shall have been obtained and be in full force and effect.

(d)      Listing of Biotech Stock . Biotech shall have received the approval by Nasdaq or a national stock exchange for the listing of the Biotech common stock on the Nasdaq Capital Market, or national stock exchange.

(e)      No Legal Restraints . No order, injunction or decree issued by any court or agency of competent jurisdiction or other legal restraint or prohibition preventing the consummation of the Distribution shall be in effect and no other event outside the control of INB shall have occurred or failed to occur that prevents the consummation of the Distribution.

(f)      No Material Adverse Effect . No events or developments other than the Distribution itself shall have occurred subsequent to the Record Date that, in the judgment of the Board of Directors of INB, would result in the Distribution having a material adverse effect on INB or on the stockholders of INB.

(g)      Ancillary Agreements . Each Ancillary Agreement shall be duly executed and delivered and be in full force and effect.

(h)      Conversion of Debt to Equity . Simultaneous with the Distribution, Biotech shall have converted a portion of the debt owed to INB into equity of Biotech, such that INB shall hold shares of Common Stock of Biotech representing 6% of the issued and outstanding shares of Biotech Common Stock subsequent to the distribution.

4.     COVENANTS AND OTHER MATTERS

4.1.      Required Consent . To preserve the tax free character of the Distribution, for the two years immediately following the effective date of the Distribution Date, Biotech may not issue any additional shares of its common stock in excess of the shares issued with respect to the Distribution, nor enter into any agreement, arrangement or understanding with any Person that contemplates a transaction, which would, singly or in combination with any other issuance or transaction, result in a change in 50% or more of the direct or indirect ownership of the Biotech common stock from said ownership as constituted on the Distribution Date. If the Biotech Board of Directors, by a written vote or unanimous consent, determine that such issuance or transaction is in the best interest of the Biotech shareholders, the Chairman of Biotech may submit a request for the consent of the INB Board to effect such issuance or enter into such transaction. Such request shall be in writing, addressed to the Chairman of the INB Board of Directors, setting forth the details of the proposed issuance or transaction, the benefits accruing to the Biotech shareholders in connection therewith, and such assurances and security regarding the possible tax

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liability that could be engendered by the proposed issuance or transaction. The INB Board may, in its sole and absolute discretion, by resolution at a meeting duly called and held or by unanimous written consent, consent to or elect to withhold their consent to such proposed issuance or transaction. The requirement under this Section 4.1 to obtain the consent of the INB Board to any proposed issuance or transaction shall cease on the second anniversary of the Distribution, and shall thereafter be of no further force or effect.

4.2.      Other Agreements . INB and Biotech agree to execute or cause to be executed by the appropriate parties and deliver, as appropriate, such other agreements, instruments and other documents as may be necessary or desirable in order to effect the purposes of this Agreement and the Ancillary Agreements.

4.3.      Additional Transitional Services Agreements . INB and Biotech will enter into the Transitional Services Agreement covering the provision of various transitional services by INB for Biotech, including SEC reporting, internal auditing and financial, accounting, legal, real estate and such other services Biotech may wish to obtain from INB. Such services will generally be provided for a fee that will be approximately equal to the direct costs and indirect costs of providing such services plus five percent (5.0%). The transitional services agreement will generally provide for a term of three years, or less.

4.4.      Agreement for Exchange of Information .

(a)      Generally . Each of INB and Biotech agrees to provide, or cause to be provided, to each other, at any time before or after the Distribution Date, as soon as reasonably practicable after written request therefor, any Information in the possession or under the control of such party that the requesting party reasonably needs (i) to comply with reporting, disclosure, filing or other requirements imposed on the requesting party (including under applicable securities laws) by a Governmental Authority having jurisdiction over the requesting party, (ii) for use in any other judicial, regulatory, administrative or other proceeding or in order to satisfy audit, accounting, claims, regulatory, litigation or other similar requirements, (iii) to comply with its obligations under this Agreement or any Ancillary Agreement or (iv) in connection with the ongoing businesses of INB or Biotech, as the case may be; provided, however, that in the event that any party determines that any such provision of Information could be commercially detrimental, violate any law or agreement, or waive any attorney-client privilege, the parties shall take all reasonable measures to permit the compliance with such obligations in a manner that avoids any such harm or consequence.

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(b)      Internal Accounting Controls; Financial Information . After the Distribution Date, (i) each party shall maintain in effect at its own cost and expense adequate systems and controls for its business to the extent necessary to enable the other party to satisfy its reporting, accounting, audit and other obligations, and (ii) each party shall provide, or cause to be provided, to the other party and its Subsidiaries in such form as such requesting party shall request, at no charge to the requesting party, all financial and other data and information as the requesting party determines necessary or advisable in order to prepare its financial statements and reports or filings with any Governmental Authority.

(c)      Ownership of Information . Any Information owned by a party that is provided to a requesting party pursuant to this Section 4.4 shall be deemed to remain the property of the providing party. Unless specifically set forth herein, nothing contained in this Agreement shall be construed as granting or conferring rights of license or otherwise in any such Information.

(d)      Record Retention . To facilitate the possible exchange of Information pursuant to this Section 4.4 and other provisions of this Agreement after the Distribution Date, each party agrees to use its reasonable commercial efforts to retain all Information in its respective possession or control on the Distribution Date substantially in accordance with the policies of INB as in effect on the Distribution Date. However, except as set forth in the Tax Sharing Agreement, at any time after the Distribution Date, each party may amend its respective record retention policies