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Exhibit 10.1
 LIMITED LIABILITY COMPANY AGREEMENT
OF  NATIONSHEALTH SPECIALTY RX, LLC
 A Delaware Limited Liability Company
  Recitals
     Article 1  Definitions
 Definitions
   CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.




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provided
    CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
 -2-




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Construction
 Article 2  Organization
 Formation
 Name
 Registered Office; Registered Agent, Principal Office in the United States; Other
Offices
 Purpose
 -3-




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Foreign Qualification
 Term
 No State-Law Partnership
 Article 3  Operations
 Initial Contracts and Operations
 -4-
        With US Bio provided
 Operating Build-Out and Budget
 Pharmacy Locations
 CONFIDENTIAL MATERIALS OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION.
ASTERISKS DENOTE SUCH OMISSION.
 -5-




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Competition
 Competitive Acquisition Program
 -6-




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Article 4  Members
 Members
 Representations and Warranties
 Information
 -7-




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Article 5  Capital of the Company; Membership Interests and Classes
 Membership Interests
 Capital Contributions
 By NationsHealth Exhibit A
 By US Bio
 No Required Further Capital Contributions
 Return of Contributions; Interest
 Advances by Members provided
 Record of Contributions
 Registered Owners
 -8-




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Withdrawal provided however
 Article 6  Rights and Obligations of Members
 Limitation of Members Responsibility, Liability
 Article 7  Meetings of Members
 Place of Meetings provided
 Annual Meeting
 Special Meetings
 -9-




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Notice and Waiver Thereof
 Quorum
 Voting
 Voting and Voting Power
 Change in Voting Percentages
 Record Date
 -10-




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Voting Lists
 Adjournment
 Proxies
 -11-




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Conduct of Meeting
 Action by Written Consent
 Telephone and Similar Meetings
 Issues Requiring Supermajority Approval
 -12-




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Member Liability
 Article 8  Managers
 Management
 -13-




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Number; Term provided
    Chairman provided
 Removal; Vacancies
 Place of Meetings
 Regular Meetings
 Special Meetings; Notice
 -14-




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Quorum and Voting
 Procedure; Minutes
 Presumption of Assent
 Compensation provided
 -15-




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Action Without Meeting
  Article 9  Officers and Other Agents
 Number; Titles; Election; Term; Qualification
 Removal
 Vacancies
 Authority
 -16-




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Compensation
 Chairman of the Board
 Chief Executive Officer
 Chief Operating Officer, President and Vice Presidents
 Treasurer
 Assistant Treasurers
 -17-




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Secretary
 Assistant Secretaries
 Article 10  Distributions
 Distributions provided
 Tax Allocations
 -18-




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Winding Up and Dissolution
 Article 11  Tax Matters
 Tax Returns provided however
 Tax Elections
 Tax Matters Partner th
 Article 12  Books, Records, Reports and Bank Accounts
 Maintenance of Books
 -19-




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Reports
 Annual
 Quarterly
 Accounts
 Records Required by Act; Right of Inspection
 Records Required
 -20-




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Right of Inspection
 Fiscal Year
 Consolidation of Operations
 Article 13  Indemnification By the Company
 Right to Indemnification
 -21-




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Advance Payment provided however
 Indemnification of Officers, Employees, and Agents
 Appearance as a Witness
 Non-exclusivity of Rights
 Member Notification
 Savings Clause
 -22-




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Article 14
Restrictions on Transferability;
Admission of New or Substitute
Members; Put Option;  Right of First Refusal
 Generally
 Restriction on Transfer provided however
 Conditions of Effective Transfer
 provided however
   -23-




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Admission of Additional Members Through the Sale of Newly Issued Membership
Interests
 Dispositions of any Interests in a Member
 Put Option and Right of First Refusal Upon An Organic Change
 -24-




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Organic Change of AmerisourceBergen Corporation, et al
 Waiver of Non-Competition Clauses
 Article 15  Dissolution, Liquidation and Termination
 Dissolution
   -26-




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Liquidation and Termination
    Deficit Capital Accounts
 Certificate of Cancellation
 -27-




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Article 16  Power of Attorney
 Power
 Article 17  Obligations of Confidentiality
 Confidentiality provided
 -28-




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Confidentiality Maintained by Other Persons
 Use of Confidential Information
 Article 18General Provisions
 Offset
 Notices
 If to the Company:
    
    In care of each of the Members as set forth belowIf to NationsHealth:
    
    NationsHealth, Inc.
Attn: Chief Executive Officer
13650 NW 8th Street
Suite 109
Sunrise, FL 33325with a copy to:
    
    Ira J. Coleman, Esq.
McDermott Will & Emery
201 South Biscayne Boulevard
22nd Floor
Miami, FL 33131
 -29-




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If to US Bio:
    
    US Bioservices Corporation
Attn: President
309 Henderson Drive
Sharon Hill, PA 19079with copies to:
    
    AmerisourceBergen Specialty Group
Attn: Group Counsel
4006 Beltline Road
Suite 115
Addison, TX 75001and
    
    AmerisourceBergen Corporation
Attn: General Counsel
1300 Morris Drive, Suite 100
Chesterbrook, PA 19087
  Entire Agreement
 Effect of Waiver or Consent
 Amendment or Modification
 Successors and Assigns
 Governing Law
 -30-




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Illegal or Invalid Provisions
 Further Assurances
 Waiver of Certain Rights
 Indemnification
 Counterparts
 Schedules
  -31-




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US Bioservices Corporation
    
    NationsHealth, Inc.Membership Interest:  49%
    
    Membership Interest:  51%By: /s/ Steven H. Collis
    
    By: /s/ Glenn M. ParkerName: Steven H. Collis
    
    Name: Glenn M. ParkerTitle: President - ABSG
    
    Title: CEO
 Schedule I
    
    Board of ManagersExhibit A
    
    Stock Purchase Agreement
 -32-




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Board of Managers
 
 -33-




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-34-