Execution
Copy

     

    Phosphagenics
Limited ACN 056 482 403

    of Level
2, 90 William Street, Melbourne, Australia 3000

     

    and

     

    The
Quigley Corporation

    a Nevada
corporation

     

      
        

      

    

         


    License
Agreement

      


    
      

    

    
    

    
      

        
          
             


          

          
            1

            
              

            

          

          
             


          

        

      

       

    

    
      TABLE
OF CONTENTS

       

      
        
          
            
              	 
      	 
      	
                      Page

                    
	 	 	 
	
                      1.

                    	
                      Definitions
      and interpretation

                    	
                      1

                    
	
                      1.1

                    	
                      Definitions

                    	
                      1

                    
	
                      1.2

                    	
                      Interpretation

                    	
                      4

                    
	
                      1.3

                    	
                      Headings

                    	
                      5

                    
	 
      	 
      	 
      
	
                      2.

                    	
                      Exploitation
      of Phosphagenics Intellectual Property

                    	
                      5

                    
	
                      2.1

                    	
                      License

                    	
                      5

                    
	
                      2.2

                    	
                      Assignment

                    	
                      6

                    
	
                      2.3

                    	
                      Sub-License

                    	
                      6

                    
	 
      	 
      	 
      
	
                      3.

                    	
                      Payments

                    	
                      6

                    
	
                      3.1

                    	
                      Amount

                    	
                      6

                    
	
                      3.2

                    	
                      No
      refund of Payments

                    	
                      7

                    
	 
      	 
      	 
      
	
                      4.

                    	
                      Manufacture
      and Sale of Products

                    	
                      7

                    
	 
      	 
      	 
      
	
                      5.

                    	
                      Inspection
      Right

                    	
                      7

                    
	 
      	 
      	 
      
	
                      6.

                    	
                      Confidentiality

                    	
                      8

                    
	
                      6.1

                    	
                      Phosphagenics
      Confidential Information

                    	
                      8

                    
	
                      6.2

                    	
                      Licensee
      Confidential Information

                    	
                      8

                    
	
                      6.3

                    	
                      Permitted
      Disclosure

                    	
                      9

                    
	
                      6.4

                    	
                      Use
      of Other Parties’ Names

                    	
                      9

                    
	 
      	 
      	 
      
	
                      7.

                    	
                      Intellectual
      Property

                    	
                      9

                    
	
                      7.1

                    	
                      IP Ownership

                    	
                      9

                    
	
                      7.2

                    	
                      Infringement

                    	
                      10

                    
	
                      7.3

                    	
                      Property
      in and Sharing of Documents , Data and Other Information

                    	
                      10

                    
	
                      7.4

                    	
                      Improvements

                    	
                      11

                    
	 
      	 
      	 
      
	
                      8.

                    	
                      Warranties
      and Representations

                    	
                      11

                    
	
                      8.1

                    	
                      The
      Licensee’s warranties and representations

                    	
                      11

                    
	
                      8.2

                    	
                      Phosphagenics’
      warranties and representations

                    	
                      12

                    
	 
      	 
      	 
      
	
                      9.

                    	
                      Liability
      and Indemnities

                    	
                      13

                    
	
                      9.1

                    	
                      Phosphagenics
      not liable; Phosphagenics indemnifies the Licensee

                    	
                      13

                    
	
                      9.2

                    	
                      The
      Licensee indemnifies Phosphagenics

                    	
                      14

                    
	 
      	 
      	 
      
	
                      10.

                    	
                      Term
      and Termination

                    	
                      15

                    
	
                      10.1

                    	
                      Term

                    	
                      15

                    
	
                      10.2

                    	
                      Termination
      with Cause

                    	
                      15

                    
	 
      	 
      	 
      
	
                      11.

                    	
                      Consequences
      of Termination/Expiration

                    	
                      15

                    
	
                      11.1

                    	
                      Return
      of documents

                    	
                      15

                    
	
                      11.2

                    	
                      No
      further rights

                    	
                      16

                    
	 
      	 
      	 
      
	
                      12.

                    	
                      Assignment

                    	
                      16

                    
	
                      12.1

                    	
                      Restriction
      upon Assignment

                    	
                      16

                    
	
                      12.2

                    	
                      Permitted
      Assigns

                    	
                      17

                    
	
                      12.3

                    	
                      Restriction
      upon Sub-Contracting

                    	
                      17

                    


            

          

        

      

       

      
        
           


        

        
          i

          
            

          

        

        
           


        

      

      


      
        
          	
                  13.

                	
                  Force
      Majeure

                	
                  17

                
	
                  13.1

                	
                  Force
      Majeure Events

                	
                  17

                
	
                  13.2

                	
                  Reliance
      Upon Force Majeure

                	
                  17

                
	 
      	 
      	 
      
	
                  14.

                	
                  Dispute
      Resolution

                	
                  17

                
	 
      	 
      	 
      
	
                  15.

                	
                  Notices

                	
                  17

                
	 
      	 
      	 
      
	
                  16.

                	
                  Governing
      Law; Jurisdiction and Venue

                	
                  18

                
	 
      	 
      	 
      
	
                  17.

                	
                  General

                	
                  18

                
	
                  17.1

                	
                  Relationship

                	
                  18

                
	
                  17.2

                	
                  Further
      acts

                	
                  18

                
	
                  17.3

                	
                  Expenses

                	
                  18

                
	
                  17.4

                	
                  Amendments

                	
                  18

                
	
                  17.5

                	
                  Waiver

                	
                  19

                
	
                  17.6

                	
                  Counterparts

                	
                  19

                
	
                  17.7

                	
                  Indemnities

                	
                  19

                
	
                  17.8

                	
                  Entire
      License Agreement

                	
                  19

                
	
                  17.9

                	
                  Survival
      of certain provisions; no merger

                	
                  19

                


        

      

       

      
        
           


        

        
          ii

          
            

          

        

        
           


        

      

    

     

    This License
Agreement (this “License Agreement”), dated as
of March 22, 2010 (the “Effective Date”), is made by
and among:

    


    Phosphagenics
Limited ACN 056 482 403 of
Level 2, 90 William Street, Melbourne, Australia 3000 (“Phosphagenics”)

    


    and

     

    The Quigley Corporation, a
Nevada corporation (the “Licensee”)

    


    Recitals

     

    A.           Phosphagenics
holds Patents in the Phosphagenics Intellectual Property.

     

    B.           Phosphagenics
has agreed to grant the Licensee, pursuant to the terms of this License
Agreement, an exclusive license for the use of the Phosphagenics Technology in
the Field in the Territory and a non-exclusive license to use the Phosphagenics
Technology in the Non-Exclusive Field worldwide, for the express purpose of
assigning this License Agreement in accordance with the Contribution Agreement
attached hereto.

     

    C.           Phosphagenics
has agreed to license Phosphagenics Technology to the Licensee on the terms and
conditions hereinafter contained.

     

    The
parties hereby agree as follows:

     

    
      	
              1.

            	
              Definitions
      and interpretation

            


    

     

    
      	
              1.1

            	
              Definitions

            


    

     

    
      	
               
      

            	
              (a)

            	
              “Anti-Wrinkle Creams”
      means proprietary formulations developed by Phosphagenics containing TPM
      in combination with retinol, ubiquinone, acetyl octapeptide, l-carnosine
      and such other additives as the parties may agree; provided, however, that
      the Licensee will not have rights to anti-wrinkle cream products sold in
      high-end, up-scale retail stores, such as (by way of example) Nieman
      Marcus and Bloomingdales.

            


    

     

    
      	
               
      

            	
              (b)

            	
              “Company” means Phusion
      Laboratories, LLC, a Delaware limited liability
    company.

            


    

     

    
      	
               
      

            	
              (c)

            	
              “Cosmetic Compounds”
      means articles intended to be rubbed, poured, sprinkled, or sprayed on,
      introduced into, or otherwise applied to the human body for cleansing,
      beautifying, promoting attractiveness, or altering the appearance; provided, however, that a
      product which contains an OTC Drug will not be deemed to be a Cosmetic
      Compound even though it has the ancillary effect of cleansing,
      beautifying, promoting attractiveness, or altering the
      appearance.

            


    

     

    
      	
               
      

            	
              (d)

            	
              “Contribution Agreement”
      means the Contribution Agreement, dated as of the Effective Date, to be
      entered into by and between the Licensee, Phosphagenics, Phosphagenics,
      Inc., a Delaware corporation, and the Company, the form of which is
      attached as Exhibit B
      hereto.

            


    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (e)

            	
              “Dietary Supplements”
      means orally consumed products intended to provide nutrients to humans to
      supplement any nutrient that may be missing from or not adequately
      consumed in a person’s diet.

            


    

     

    
      	
               
      

            	
              (f)

            	
              “Drugs” means substances
      or articles (other than a food or device) that are intended for use in the
      diagnosis, cure, relief, treatment, or prevention of disease and any
      articles intended to affect the structure or function of the body of man
      or other animals. For the sake of clarity, Drugs do not include Cosmetic
      Compounds or Dietary Supplements.

            


    

     

    
      	
               
      

            	
              (g)

            	
              “Field” means OTC Drugs
      and Anti-Wrinkle Creams.

            


    

     

    
      	
               
      

            	
              (h)

            	
              “Governmental Entity”
      means any entity exercising executive, legislative, judicial, regulatory
      or administrative functions of or pertaining to any federal, state or
      local government, or any international, multinational or other government,
      and any department, commission, board, agency, instrumentality, political
      subdivision, bureau, official or other regulatory, administrative or
      judicial authority of any of the
foregoing.

            


    

     

    
      	
               
      

            	
              (i)

            	
              “Improvements” means any
      improvement, substantial alteration or modification to the Field and/or
      the Non-Exclusive Field or to the method of delivering the Field and/or
      the Non-Exclusive Field.

            


    

     

    
      	
               
      

            	
              (j)

            	
              “Intellectual Property
      Rights” means all rights of ownership and the exclusive entitlement
      to claim ownership and/or registration of exclusive rights created under
      or by copyright, design registration, patent registration, trade mark
      registration and all other exclusive rights in or to intangible property,
      including rights in present and future intangible property and rights in
      information, including know-how, granted by law or equity from time to
      time under a Law or otherwise in the Territory or any other jurisdiction
      throughout the world.

            


    

     

    
      	
               
      

            	
              (k)

            	
              “Know-How” means any and
      all data, instructions, processes, formulae, trade secrets, expert
      opinions and other information (in written or other tangible form)
      including, without limitation, any chemical, pharmacological,
      toxicological, clinical, assay, control and manufacturing data, biological
      materials, manufacturing or related technology, analytical methodology,
      chemical and quality control procedures, protocols, techniques,
      improvements and results of experimentation and
  testing.

            


    

     

    
      	
               
      

            	
              (l)

            	
              “Law” means any
      constitution, law, statute, treaty, rule, directive, ordinance,
      requirement, compact or agreement with or by any Governmental Entity, any
      Order and any rules or regulations of any self-regulatory
      organization.

            


    

     

    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (m)

            	
              “Licensee Confidential
      Information” means confidential information disclosed by the
      Licensee to Phosphagenics that is identified by the Licensee as being
      confidential under the terms of this License Agreement, but that does not
      include any part of the Phosphagenics Confidential
      Information.

            


    

     

    
      	
               
      

            	
              (n)

            	
              “Licensee Intellectual
      Property” means all Intellectual Property Rights, know-how,
      technical information, data, improvements, and developments owned or
      controlled by the Licensee relating to the Field and the Non-Exclusive
      Field.

            


    

     

    
      	
               
      

            	
              (o)

            	
              “Non-Exclusive Field”
      means those products identified in Exhibit C
      hereto.

            


    

     

    
      	
               
      

            	
              (p)

            	
              “Nonprescription Drugs”
      means Drugs which in the United States may be dispensed without a
      prescription issued from a licensed professional with governmental
      approval to prescribe Drugs.  For the purposes of this License
      Agreement, Nonprescription Drugs shall include, but not be limited to,
      caffeine solely for use in energy-related
      products.  Additionally, for the purposes of clarity,
      Nonprescription Drugs shall include nicotine.  Additionally,
      Nonprescription Drugs shall not include the drug
      diclofenac.  Nonprescription Drugs also shall include those
      products listed as such in the United States Homeopathic
      Pharmacopeia.  For the avoidance of doubt, if a Drug is a
      prescription Drug in the United States as of the Effective Date, but such
      prescription Drug subsequently becomes a non-prescription Drug in the
      United States, then such Drug will be deemed to be a “Nonprescription
      Drug” for purposes of this License
Agreement.

            


    

     

    
      	
               
      

            	
              (q)

            	
              “Operating Agreement”
      means the agreement entered by the parties, the Company and
      Phosphagenics, Inc., a Delaware corporation, contemporaneously with the
      entry into this License Agreement, which sets out the operations of the
      Company.

            


    

     

    
      	
               
      

            	
              (r)

            	
              “Order” means any award,
      injunction, judgment, decree, order, writ, determination, ruling, subpoena
      or verdict or other decision issued, promulgated or entered by any
      Governmental Entity of competent
jurisdiction.

            


    

     

    
      	
               
      

            	
              (s)

            	
              “OTC Drugs” means
      Nonprescription Drugs that are permitted by law to be sold directly to
      consumers in the United States.

            


    

     

    
      	
               
      

            	
              (t)

            	
              “Patents” means all
      letters patent and pending applications for, and disclosures related to,
      patents of any jurisdictions throughout the world and all reissues,
      reexaminations, divisions, continuations and extensions
      thereof.

            


    

     

    
      	
               
      

            	
              (u)

            	
              “Phosphagenics Confidential
      Information” means confidential information disclosed by
      Phosphagenics that is identified by Phosphagenics as being confidential
      under the terms of this License Agreement, but does not include any
      Licensee Confidential Information.

            


    

     

    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (v)

            	
              “Phosphagenics Intellectual
      Property” means the Phosphagenics
      Patents identified in Exhibit A, all
      Intellectual Property Rights, know-how, technical information, data,
      improvements, and developments owned or controlled by Phosphagenics
      relating to the use of TPM.

            


    

     

    
      	
               
      

            	
              (w)

            	
              “Phosphagenics
      Technology” means the Patents identified in Exhibit A
      and the Know How associated
therewith.

            


    

     

    
      	
               
      

            	
              (x)

            	
              “Program Patents” means
      all patent applications lodged jointly in the names of Phosphagenics and
      the Licensee during the course of and as a direct result of carrying out
      their respective obligations under the Operating Agreement or the research
      program contemplated therein.

            


    

     

    
      	
               
      

            	
              (y)

            	
              “Program IP” means all
      Program Patents, results, research data, know-how, materials, compounds,
      inventions, and intellectual property relating to the Field or the
      Non-Exclusive Field that are created by Phosphagenics or the Licensee
      during the course of the term of the Operating Agreement or the research
      program contemplated therein.

            


    

     

    
      	
               
      

            	
              (z)

            	
              “Related Body Corporate”
      means where a body corporate is a person that is related to such body
      corporate, including, without limitation, the
  following:

            


    

     

    
      	
               
      

            	
              (i)

            	
              a
      holding company of another body
corporate;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              a
      subsidiary of another body corporate;
or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              a
      subsidiary of a holding company of another body
  corporate.

            


    

     

    
      	
               
      

            	
              (aa)

            	
              “Regulatory Approval”
      means an approval of the Relevant Regulatory Authority permitting the
      marketing of the Field and/or the Non-Exclusive Field in the Territory or
      any part of the Territory.

            


    

     

    
      	
               
      

            	
              (bb)

            	
              “Relevant Regulatory
      Authorities” means a governmental authority, whether Federal, State
      or municipal, regulating the importation, distribution, marketing and/or
      sale of therapeutic substances in a country in the
    Territory.

            


    

     

    
      	
               
      

            	
              (cc)

            	
              “Term” has the meaning
      given to that term in clause 10.1.

            


    

     

    
      	
               
      

            	
              (dd)

            	
              “Territory” means the
      World, excluding the manufacture anywhere in the world for use in
      Australia or high-end stores, and excluding the sale or distribution of
      Anti-Wrinkle products in Australia.

            


    

     

    
      	
               
      

            	
              (ee)

            	
              “TPM” means tocopheryl
      phosphate mixtures.

            


    

     

    
      	
              1.2

            	
              Interpretation

            


    

     

    Unless
the contrary intention appears a reference in this License
Agreement:

     

    
      	
               
      

            	
              (a)

            	
              a
      clause, exhibit, annexure or schedule is a reference to a clause, annexure
      or schedule in or to this License
Agreement;

            


    

     

    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              a
      document (including this License Agreement) includes any variation,
      amendment or replacement of it;

            


    

     

    
      	
               
      

            	
              (c)

            	
              the
      singular includes the plural and vice
versa;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      word “person” includes an individual, a firm, a body corporate, a
      partnership, joint venture, an unincorporated body or association or any
      government agency (including the Relevant Regulatory
      Authorities);

            


    

     

    
      	
               
      

            	
              (e)

            	
              an
      agreement, representation or warranty in favour of two or more persons is
      for the benefit of them jointly and each of them
    individually;

            


    

     

    
      	
               
      

            	
              (f)

            	
              an
      agreement, representation or warranty by two or more persons binds them
      jointly and each of them
individually;

            


    

     

    
      	
               
      

            	
              (g)

            	
              a
      day is to be interpreted as the period of time commencing at midnight and
      ending 24 hours later;

            


    

     

    
      	
               
      

            	
              (h)

            	
              a
      group of persons or things is a reference to any two or more of them
      jointly and to each of them
individually;

            


    

     

    
      	
               
      

            	
              (i)

            	
              A
      reference to “$” is a reference to the lawful currency of the United
      States;

            


    

     

    
      	
               
      

            	
              (j)

            	
              a
      statute, regulation, proclamation, code (which has the force of law),
      ordinance or by-law includes all statutes, regulations, proclamations,
      codes (which have the force of law), ordinances or by-laws amending,
      consolidating or replacing it and a reference to a statute includes all
      regulations, proclamations, ordinances and bylaws issued under that
      statute;

            


    

     

    
      	
               
      

            	
              (k)

            	
              the
      words “include”, “including”, “for example” or “such as” are not used as,
      and are not to be interpreted as, words of limitation and, when
      introducing an example, do not limit the meaning of the words to which the
      example relates to that example or examples of a similar kind;
      and

            


    

     

    
      	
               
      

            	
              (l)

            	
              if
      a period of time dates from a given day or the day of an act or event, it
      is to be calculated exclusive of that
day.

            


    

     

    
      	
              1.3

            	
              Headings

            


    

     

    Headings
(including those in brackets at the beginning of paragraphs) are for convenience
only and do not affect the interpretation of this License
Agreement.

     

    
      	
              2.

            	
              Exploitation
      of Phosphagenics Intellectual
Property

            


    

     

    
      	
              2.1

            	
              License

            


    

     

    
      	
               
      

            	
              (a)

            	
              Phosphagenics
      hereby grants to the Licensee:

            


    

     

    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (i)

            	
              an
      exclusive, royalty-free, paid-up license to exploit the Field embodying
      the Phosphagenics Technology within the Territory;
  and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              a
      non-exclusive, royalty-free, paid-up license to exploit the Non-Exclusive
      Field embodying the Phosphagenics Technology within the Territory for use
      in a product combining the Non-Exclusive Field with an OTC Drug or in a
      product that is part of a regimen or routine that includes the application
      of an OTC Drug.  By way of example only, the Licensee may be
      permitted to use the licensed technology in a non-OTC Drug product as part
      of a regimen or routine that includes the application of an OTC Drug. For
      illustrative purposes only, if an acne treatment program includes the use
      of non-OTC Drug products containing TPM, then the Licensee may market and
      sell cleaning and moisturizing products containing
  TPM.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Phosphagenics
      shall not, directly or through third parties, exploit the Phosphagenics
      Intellectual Property with respect to the Field in the
      Territory.

            


    

     

    
      	
              2.2

            	
              Assignment

            


    

     

    The
Licensee shall, on the Effective Date, transfer, convey and assign to the
Company all of the Licensee’s rights, title and interest in, to and under this
License Agreement, and the Company will assume all of the Licensee’s obligations
and liabilities hereunder.  Upon such assignment, The Quigley
Corporation will no longer be a party hereto, will have no liability hereunder
to any party, and the Company will have all rights, liabilities and obligations
of the Licensee hereunder.

     

    
      	
              2.3

            	
              Sub-License

            


    

     

    The
Licensee has the right to grant one or more sub-licenses of the rights granted
hereunder to one or more third parties for reasonable consideration in any part
of the Territory.

     

    
      	
              3.

            	
              Payments

            


    

     

    
      	
              3.1

            	
              Amount

            


    

     

    The
Licensee shall pay Phosphagenics the following once-only payments on the
Effective Date:

     

    
      	
               
      

            	
              (i)

            	
              $
      1,000,000; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      issue of 1,440,000 shares of common stock, par value $0.0005 per share, of
      the Licensee.

            


    

     

    No
additional royalty, milestone or other payments in respect of the license
granted hereby are or will be due or payable.

     

    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    
      	
              3.2

            	
              No
      refund of Payments

            


    

     

    Once
paid, no part of any Payment shall be refundable to the Licensee, including by
reason of the termination of this License Agreement at any time.

     

    
      	
              4.

            	
              Manufacture
      and Sale of Products

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Licensee hereby has the exclusive right, for the Term, to manufacture
      and/or otherwise exploit the Field in the Territory and Phosphagenics
      shall, subject to the terms contained in the Operating Agreement, be the
      supplier of TPM to the Licensee to enable it to manufacture and/or
      otherwise exploit the Field.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Licensee hereby has the non-exclusive right, for the Term, to manufacture
      and/or otherwise exploit the Non-Exclusive Field worldwide and
      Phosphagenics shall, subject to the terms contained in the Operating
      Agreement, be the supplier of TPM to the Licensee to enable it to
      manufacture and otherwise exploit the Non-Exclusive Field in accordance
      with this License Agreement.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Licensee shall use commercially reasonable efforts to develop the Field in
      the Territory.  Without limiting any of the foregoing or being
      limited thereby, the Licensee shall be responsible for ensuring that the
      activities it undertakes or causes to be undertaken to develop the Field
      are consistent with and supportive of the efficient and expeditious
      development and regulatory approval of
Field.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Licensee shall use commercially reasonable efforts to commercialise the
      Field throughout the Territory.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Without
      limiting any of the foregoing or being limited thereby, the Licensee shall
      be responsible for ensuring that the activities it undertakes or causes to
      be undertaken to commercialise the Field are consistent with and
      supportive of the ensuring that all commercially reasonable efforts are
      used to market, promote, offer for sale and sell the Field so as to
      optimise sales throughout the
Territory.

            


    

     

    
      	
               
      

            	
              (f)

            	
              The
      Licensee is responsible for determining strategies for marketing, selling,
      distributing and determining pricing and other terms of sale for the
      Field.

            


    

     

    
      	
               
      

            	
              (g)

            	
              The
      Licensee, if required, shall prosecute before Relevant Regulatory
      Authorities any matter with respect to Field and the Non-Exclusive Field,
      shall have the exclusive right to do so, and shall own all filings it or
      its Related Body Corporate submit to any Relevant Regulatory Authority
      relating to the Field and the Non-Exclusive
  Field.

            


    

     

    
      	
              5.

            	
              Inspection
      Right

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Licensee shall permit Phosphagenics or its agent or representative at all
      reasonable times to enter any place where the manufacture of the Field by
      the Licensee shall be carried on for the purpose of inspection of methods
      of manufacture of the Field and the Non-Exclusive
  Field.

            


    

     

    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              The
      Licensee shall provide Phosphagenics with copies of all communications to
      and from Relevant Regulatory Authorities relating to the Field and/or the
      Non-Exclusive Field within ten (10) working days of receipt or
      transmission of the communication.

            


    

     

    
      	
              6.

            	
              Confidentiality

            


    

     

    
      	
              6.1

            	
              Phosphagenics
      Confidential Information

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      Licensee agrees that Phosphagenics Confidential Information is and will be
      considered for the purposes of this License Agreement to be confidential
      information and will be the property solely of
    Phosphagenics.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Licensee agrees that its officers, employees and/or agents will not
      disclose or make direct or derivative use of the Phosphagenics
      Confidential Information other than for the purposes of this License
      Agreement and for obtaining the registration and approval, if any, of the
      Field and Non-Exclusive Field from the Relevant Regulatory
      Authorities.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Licensee agrees to hold such Phosphagenics Confidential Information in
      strict confidence and will disclose such Phosphagenics Confidential
      Information only in strict confidence to its officers, employees or agents
      or to those officers, employees, or agents of its subsidiaries or related
      bodies corporate, only on a “need to know” basis and only to those
      officers, employees, professional advisers and agents who agree to be
      bound and obligated by the same provisions of confidentiality as the
      Licensee.

            


    

     

    
      	
              6.2

            	
              Licensee
      Confidential Information

            


    

     

    
      	
               
      

            	
              (a)

            	
              Phosphagenics
      agrees that the Licensee Confidential Information is and will be
      considered for the purposes of this License Agreement to be confidential
      information and will be the property solely of the
    Licensee.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Phosphagenics
      agrees that its officers, employees and/or agents will not disclose or
      make direct or derivative use of the Licensee Confidential Information
      other than for the purposes of this License Agreement and for obtaining
      the registration and approval, if any, of the Field and Non-Exclusive
      Field from the Relevant Regulatory
Authorities.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Phosphagenics
      agrees to hold the Licensee Confidential Information in strict confidence
      and will disclose the Licensee Confidential Information in only strict
      confidence to its officers, employees or agents or to those officers,
      employees, or agents of its subsidiaries or related bodies corporate, only
      on a “need to know” basis and only to those officers, employees,
      professional advisers and agents who agree to be bound and obligated by
      the same provisions of confidentiality as
  Phosphagenics.

            


    

     

    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    
      	
              6.3

            	
              Permitted
      Disclosure

            


    

     

    The
obligations set out in clauses 6.1 and 6.2 will not arise with respect
to:

     

    
      	
               
      

            	
              (a)

            	
              any
      information that is now or later becomes publicly available through no
      fault of the party receiving such information (the “Recipient”) , its
      officers, employees or agents;

            


    

     

    
      	
               
      

            	
              (b)

            	
              any
      information that the Recipient obtains from a third party that is not
      under a confidentiality obligation to the discloser of such information
      with respect to such information;

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      information that the Recipient already has in its possession prior to its
      disclosure by the discloser of such information, as indicated by the
      Recipient’s written records;

            


    

     

    
      	
               
      

            	
              (d)

            	
              any
      information that the Recipient is required to disclose by Law or the
      listing rules of a stock exchange on which the shares of the Recipient (or
      a Related Body Corporate of the Recipient) are listed; provided, that
      (i) the Recipient shall use diligent efforts to limit such disclosure
      and to obtain confidential treatment or a protective order for such
      Confidential Information, (ii) the Recipient shall allow the
      disclosing party to participate in such process undertaken to protect
      Confidential Information, (iii) the Recipient shall cooperate with
      the disclosing party, upon the disclosing party’s reasonable request, in
      connection therewith, and (iv) in the absence of a protective order
      or other appropriate remedy, the Recipient may disclose only that portion
      of such Confidential Information that is legally required to be disclosed;
      or

            


    

     

    
      	
               
      

            	
              (e)

            	
              any
      information that is necessary or desirable to include in any application
      for regulatory approval or Intellectual Property registration in the
      Territory.

            


    

     

    
      	
              6.4

            	
              Use
      of Other Parties’ Names

            


    

     

    Neither
party will use the name of the other party in any public statement about this
License Agreement or the Field without the other party’s prior written consent
which will not be unreasonably withheld if such a statement is required by Law
or the listing rules of a stock exchange on which the shares of the Recipient
(or a Related Body Corporate of the Recipient) are listed.

     

    
      	
              7.

            	
              Intellectual
      Property

            


    

     

    
      	
              7.1

            	
              IP
      Ownership

            


    

     

    
      	
               
      

            	
              (a)

            	
              In
      the event that the Program IP gives rise to patentable subject matter, the
      parties shall join together to file and prosecute patent applications in
      such parts of the Territory as they may agree upon. All Patents costs
      shall be paid for by the Company.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Program
      IP will be owned by the Company, except as
  follows:

            


    

     

    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (i)

            	
              All
      inventions pertaining solely to Licensee Intellectual Property made by or
      on behalf of any party or jointly will be owned solely by the
      Licensee.  The parties hereby assign any and all existing and/or
      future right, title and interest in and to Licensee Intellectual Property
      to the Licensee.  The parties shall execute all documents and do
      such things as are necessary or reasonably requested by the Licensee in
      order to perfect the assignment referred to in this
      clause 7.1(b)(i).

            


    

     

    
      	
               
      

            	
              (ii)

            	
              All
      inventions pertaining solely to Phosphagenics Intellectual Property made
      by or on behalf of any party or jointly will be owned solely by
      Phosphagenics.  The parties hereby assign any and all existing
      and/or future right, title and interest in and to Phosphagenics
      Intellectual Property to Phosphagenics.  The parties shall
      execute all documents and do such things as are necessary or reasonably
      requested by Phosphagenics in order to perfect the assignment referred to
      in this clause 7.1(b)(ii).

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Licensee acknowledges and agrees that Phosphagenics may license or
      otherwise exploit the Phosphagenics Intellectual Property in any manner
      other than with respect to the Field in the
  Territory.

            


    

     

    
      	
              7.2

            	
              Infringement

            


    

     

    
      	
               
      

            	
              (a)

            	
              In
      the event of the Licensee becoming aware of a patent or other third-party
      Intellectual Property Right which may be potentially infringed by the use
      of the Phosphagenics Intellectual Property or upon receiving a notice
      alleging such infringement, the Licensee will immediately notify
      Phosphagenics.  The Licensee will at Phosphagenics’ expense
      provide Phosphagenics with such assistance as Phosphagenics may reasonably
      require in order to deal with the potential alleged
      infringement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Licensee agrees that it will not take or omit to take any step in relation
      to the potential or alleged infringement, without first receiving the
      informed prior written consent of
Phosphagenics.

            


    

     

    
      	
              7.3

            	
              Property
      in and Sharing of Documents , Data and Other
  Information

            


    

     

    The
Company will own all documents, reports, data and other records of whatever form
and content created for the purposes of or arising from any clinical or other
trials or studies performed in connection with the Field and/or the
Non-Exclusive Field.

     

    The
parties will disclose to each other all data and information generated by or on
behalf of each of them in relation to the implementation of the Operating
Agreement, the Field and/or the Non-Exclusive Field and the Program
IP.  Without limiting the foregoing the sharing of data and
information shall extend to toxicology, pre-clinical and clinical studies
relating to the Products.

     

    
      
         


      

      
        10

        
          

        

      

      
         


      

    

     

    
      	
              7.4

            	
              Improvements

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      Phosphagenics shall at any time during the Term devise, discover or
      acquire rights in any Improvement it shall, to the extent that it is not
      prohibited by law or by any obligation to any other person, promptly
      notify the Licensee in writing giving details of it and shall, following
      the request for the same, provide to the Licensee such information and
      explanations as the Licensee shall reasonably require to be able to
      effectively utilise the same. In any case where such Improvement
      constrains or otherwise limits Licensee’s exploitation of the Field in the
      Territory or the Non-Exclusive Field worldwide, and not dependant on the
      rights licensed under this License Agreement, Phosphagenics shall grant
      and hereby grants a royalty-free, paid-up, non-exclusive and irrevocable
      licence under all rights protecting such Improvement throughout the world
      to Licensee for use on the Field throughout the Territory and on the
      Non-Exclusive Field worldwide under the terms of this License
      Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      the Licensee shall at any time during the Term devise, discover or acquire
      rights in any Improvement it shall, to the extent that it is not
      prohibited by law or by any undertaking given to any other person,
      promptly notify Phosphagenics in writing giving details of it and provide
      to Phosphagenics such information or explanations as Phosphagenics may
      reasonably require to be able effectively to utilise the same. In any case
      where such Improvement is severable from and not dependant on the rights
      licensed under this License Agreement, Licensee shall grant and hereby
      grants a royalty-free, paid-up, irrevocable and non-exclusive licence
      under all rights protecting such Improvement throughout the
      world.

            


    

     

    
      	
              8.

            	
              Warranties
      and Representations

            


    

     

    
      	
              8.1

            	
              The
      Licensee’s warranties and
representations

            


    

     

    The
Licensee warrants and represents to Phosphagenics:

     

    
      	
               
      

            	
              (a)

            	
              it
      has and will during the Term have the personnel, expertise, resources, and
      capability to carry out its obligations under this License
      Agreement;

            


    

     

    
      	
               
      

            	
              (b)

            	
              it
      has and will during the Term have all other licenses, authorisations,
      consents, approvals and permits required by applicable Laws in order to
      perform its obligations under this License
  Agreement;

            


    

     

    
      	
               
      

            	
              (c)

            	
              it
      will at all times comply with any applicable Laws, cGMP and cGLP (if
      applicable) in performing its obligations under this License
      Agreement;

            


    

     

    
      	
               
      

            	
              (d)

            	
              it
      has and will during the Term have the unfettered right, power and
      entitlement to enter into and perform this License Agreement;
      and

            


    

     

    
      	
               
      

            	
              (e)

            	
              it
      has taken all necessary actions to authorise the execution and performance
      of this License Agreement.

            


    

     

    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    
      	
              8.2

            	
              Phosphagenics’
      warranties and representations

            


    

     

    Phosphagenics
warrants and represents to the Licensee:

     

    
      	
               
      

            	
              (a)

            	
              it
      has and will during the Term have the unfettered right, power and
      entitlement to enter into and perform this License Agreement;
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              it
      has taken all necessary actions to authorise the execution and performance
      of this License Agreement.

            


    

     

    
      	
               
      

            	
              (c)

            	
              it
      is the exclusive owner of the Phosphagenics Intellectual Property and it
      has the unfettered right, power and entitlement to grant the license
      provided in clause 2.1;

            


    

     

    
      	
               
      

            	
              (d)

            	
              it
      is not aware of any Intellectual Property Rights owned by a third party
      that will be infringed or misused by the manufacture, use, or sale of the
      Field and/or the Non-Exclusive Field in the Territory or the exercise or
      exploitation of Phosphagenics Technology for the Field and/or the
      Non-Exclusive Field in the
Territory;

            


    

     

    
      	
               
      

            	
              (e)

            	
              except
      as disclosed to the Licensee, as at the Effective Date and to
      Phosphagenics’ best knowledge and belief no person has asserted any
      written claim alleging:

            


    

     

    
      	
               
      

            	
              (i)

            	
              that
      the Phosphagenics Intellectual Property or any part thereof is
      invalid;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              a
      contrary claim to ownership of the Phosphagenics Intellectual
      Property;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              opposition
      to the Phosphagenics Intellectual Property or any part
      thereof.

            


    

     

    
      	
               
      

            	
              (f)

            	
              to
      Phosphagenics’ best knowledge and belief the exercise or exploitation of
      Phosphagenics Intellectual Property will not infringe any third party’s
      Intellectual Property Rights;

            


    

     

    
      	
               
      

            	
              (g)

            	
              to
      Phosphagenics best knowledge and belief that the Phosphagenics Technology
      is valid, and that there are no references, public disclosures, or other
      information material to the rights inherent in the Phosphagenics
      Technology;

            


    

     

    
      	
               
      

            	
              (h)

            	
              to
      Phosphagenics’ best knowledge and belief as at the date of this License
      Agreement there is no litigation or threatened litigation in relation to
      Phosphagenics or the Phosphagenics Intellectual Property that relates to
      the subject matter of this License Agreement, except as identified on
      Exhibit D
      hereto;

            


    

     

    
      	
               
      

            	
              (i)

            	
              to
      the knowledge of Phosphagenics, no person is engaging in any activities
      that constitute, or that Phosphagenics believes may constitute,
      infringement of Phosphagenics, rights in the Phosphagenics Intellectual
      Property in the Territory;

            


    

     

    
      
         


      

      
        12

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (j)

            	
              Other
      than the Phosphagenics Technology, the Phosphagenics Intellectual Property
      does not otherwise restrict Licensee’s exploitation of the Field in the
      Territory and the Non-Exclusive Field worldwide, and should any
      Phosphagenics Intellectual Property be asserted or determined to restrict
      Licensee’s exploitation of the Field in the Territory, or the
      Non-Exclusive Field worldwide, Phosphagenics shall and hereby does grant
      Licensee an exclusive, royalty-free, irrevocable, and paid-up license to
      exploit the Field embodying such Phosphagenics Intellectual Property
      within the Territory, and a non-exclusive, royalty-free, irrevocable and
      paid-up license to exploit the Non-Exclusive Field embodying such
      Phosphagenics Intellectual Property worldwide;
  and

            


    

     

    
      	
               
      

            	
              (k)

            	
              it
      will not during the Term offer for sale or sell products in the Field in
      the Territory.

            


    

     

    
      	
              9.

            	
              Liability
      and Indemnities

            


    

     

    
      	
              9.1

            	
              Phosphagenics
      not liable; Phosphagenics indemnifies the
  Licensee

            


    

     

    
      	
               
      

            	
              (a)

            	
              except
      as provided in clause 8.2, Phosphagenics disclaims all representations and
      warranties, whether express, implied, or statutory, including any implied
      warranty of merchantability or of fitness for a particular purpose and any
      implied warranty arising from course of dealing or usage of
      trade.  Except as provided in clause 8.2, there is no warranty
      against interference with the Licensee’s enjoyment of the license granted
      under this License Agreement or any rights to the Field or with respect to
      infringement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Phosphagenics
      shall not be liable for:

            


    

     

    
      	
               
      

            	
              (i)

            	
              any
      injury to or the death of any person (including any of the Licensee’s
      personnel) arising out of the Licensee 's performance of its obligations
      under this License Agreement; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              any
      loss of or damage to any property of any person (including the Licensee
      and its personnel) arising out of the Licensee’s performance of its
      obligations under this License Agreement, except to the extent that the
      same is caused by the negligence of Phosphagenics, provided that in no
      case shall Phosphagenics be liable for the payment of damages in respect
      of consequential losses;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Phosphagenics
      indemnifies, and shall defend and hold harmless, the Licensee against all
      claims, actions, damages, losses (other than consequential losses),
      liabilities, costs, charges, expenses and outgoings (collectively, “Losses”) that the
      Licensee pays, suffers or incurs as a result of, in connection with, or
      arising from:

            


    

     

    
      	
               
      

            	
              (i)

            	
              breach
      by Phosphagenics of this License Agreement (including any breach of a
      warranty or representation given under clause
  8);

            


    

     

    
      
         


      

      
        13

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (ii)

            	
              any
      infringement on the intellectual property rights of a third party because
      of the use of the Intellectual Property contemplated by this License
      Agreement;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              any
      claims by a third party that use of the Intellectual Property contemplated
      by this License Agreement infringes on such third party’s rights;
      or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              any
      obligation of the Licensee under applicable law to withhold portions of
      the amounts that the Licensee is required to pay pursuant to this License
      Agreement.

            


    

     

    Notwithstanding
anything in this clause 9.1(c) to the contrary, Phosphagenics will not be
required to indemnify the Licensee to the extent that Losses for which
Phosphagenics would otherwise be required to indemnify the Licensee pursuant to
this clause 9.1(c) exceed, in the aggregate, the sum of (x) $1,000,000
and (y) 1,440,000 multiplied by the closing price per share, as reflected
on the NASDAQ, of the Licensee’s common stock, par value $0.0005 per share, on
the Effective Date.

     

    
      	
              9.2

            	
              The
      Licensee indemnifies Phosphagenics

            


    

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to clause 9.2(b), the Licensee indemnifies, and shall defend and hold
      harmless, Phosphagenics from and against all Losses that Phosphagenics
      pays, suffers or incurs as a result of, in connection with, or arising
      from:

            


    

     

    
      	
               
      

            	
              (i)

            	
              injuries
      suffered or death sustained by persons as a result of the conduct of any
      clinical trials in connection with the Field and/or the Non-Exclusive
      Field;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              injuries
      suffered or death sustained by persons as a result of any Field and/or the
      Non-Exclusive Field developed pursuant to this License Agreement and
      supplied by Phosphagenics to
consumers;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              wilful,
      tortious or negligent conduct on the part of the Licensee;
    or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              breach
      by the Licensee of this License Agreement (including any breach of a
      warranty or representation given by the Licensee under clause
      8).

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Licensee shall not be required to indemnify Phosphagenics to the extent
      that any Loss suffered or incurred by Phosphagenics arises as a result of
      any wilful, tortious or negligent conduct on the part of Phosphagenics or
      any breach by Phosphagenics of this License
  Agreement.

            


    

     

    
      
         


      

      
        14

        
          

        

      

      
         


      

    

     

    
      	
              10.

            	
              Term
      and Termination

            


    

     

    
      	
              10.1

            	
              Term

            


    

     

    This
License Agreement commences on the date of execution of this License Agreement
and, unless determined in accordance with this clause 10, will continue until
the expiration of the last to expire of the Phosphagenics Patents or any
extensions thereof (such term, as may be extended, the "Term").

     

    
      	
              10.2

            	
              Termination
      with Cause

            


    

     

    Either
party may terminate this License Agreement by giving notice in writing to the
other in the event that:

     

    
      	
               
      

            	
              (a)

            	
              the
      other party:

            


    

     

    
      	
               
      

            	
              (i)

            	
              is,
      or is deemed by Law to be, unable to pay its
  debts;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              resolves,
      or proposes to resolve, that it be wound up;
or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              is
      placed under official management;

            


    

     

    
      	
               
      

            	
              (b)

            	
              an
      administrator, receiver or receiver and manager, or other insolvency
      administrator is appointed in respect of any of the property or assets of
      the other party;

            


    

     

    
      	
               
      

            	
              (c)

            	
              a
      liquidator or a provisional liquidator is appointed to the other party,
      except for the purposes of solvent amalgamation or reconstruction or
      corporate reorganisation; or

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      other party enters into an arrangement or compromise with its creditors or
      any class of creditors other than for the purposes of solvent amalgamation
      or reconstruction or corporate reorganisation, provided that such
      termination will be without prejudice to the rights and remedies of the
      parties otherwise having arisen under this License
    Agreement.

            


    

     

    
      	
              11.

            	
              Consequences
      of Termination/Expiration

            


    

     

    
      	
              11.1

            	
              Return
      of documents

            


    

     

    Upon
termination of this License Agreement by Phosphagenics for Cause (as provided in
clause 10.2):

     

    
      	
               
      

            	
              (a)

            	
              Phosphagenics
      will promptly deliver up or return to the Licensee any property of the
      Licensee , including documents and records of the Licensee, in
      Phosphagenics’ possession, custody or control (other than any
      Phosphagenics Confidential
Information);

            


    

     

    
      	
               
      

            	
              (b)

            	
              The
      Licensee  will promptly deliver up or return to Phosphagenics
      any property, including documents and records, of Phosphagenics in the
      Licensee ’s possession, custody or control (other than any Licensee
      Confidential Information);

            


    

     

    
      
         


      

      
        15

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (c)

            	
              The
      Licensee  shall cooperate with Phosphagenics and a cancellation
      of all or any licenses registered pursuant to this License Agreement and
      shall execute any and all such documents and do acts and things as may be
      necessary in such connection;

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Licensee  shall within, six (6) months of the date of
      termination or expiry, transfer to Phosphagenics all Regulatory Approvals
      and will work with Phosphagenics to ensure that such transfer
      occurs;

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      Licensee will promptly deliver to Phosphagenics all data information which
      has been created or collected as a consequence of the carrying out of the
      Development Plan including but not limited to any clinical trials
      conducted in respect of the Field and/or the Non-Exclusive
      Field.

            


    

     

    
      	
               
      

            	
              (f)

            	
              The
      Licensee shall have the right to dispose of all stocks of the Field and/or
      the Non-Exclusive Field in its possession and in the normal course of
      manufacture at the date of termination or expiry provided that any royalty
      payable under the provisions of this License Agreement shall be received
      within a period of ninety (90) days following termination or expiry;
      and

            


    

     

    
      	
               
      

            	
              (g)

            	
              All
      rights and licenses, including sublicenses granted under this License
      Agreement, shall cease except to the extent expressly provided otherwise
      under the terms of this License
Agreement.

            


    

     

    
      	
              11.2

            	
              No
      further rights

            


    

     

    
      	
               
      

            	
              (a)

            	
              If
      Phosphagenics terminates this License Agreement under clause 10.2, then,
      except as provided in clause 11.1, the Licensee will have no further right
      to manufacture or sell the Field and/or the Non-Exclusive
      Field.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Subject
      to this clause 11, termination of this License Agreement will not
      prejudice any accrued rights or liabilities of a party or excuse any party
      from a breach of this License Agreement occurring prior to termination or
      expiration or excuse any party from paying any amount which is or becomes
      due and payable to the other party in respect of performance by the other
      party prior to termination.

            


    

     

    
      	
              12.

            	
              Assignment

            


    

     

    
      	
              12.1

            	
              Restriction
      upon Assignment

            


    

     

    Subject
to clauses 2.2, 2.3 and 12.2, (a) neither party will assign its rights and/or
obligations under this License Agreement to a third party without the prior
written consent of the other party, which consent will not be unreasonably
refused or withheld, but which consent may be subject to reasonable conditions,
and (b) any such Assignment must constitute an assignment of all rights and
obligations under this License Agreement.

     

    
      
         


      

      
        16

        
          

        

      

      
         


      

    

     

    
      	
              12.2

            	
              Permitted
      Assigns

            


    

     

    Either
party may assign its rights or obligations under this License Agreement without
the other party’s consent to a Related Body Corporate or a purchaser or
successor of all or substantially all of that party’s business, provided that
the assignor shall be, and remain, responsible for the performance of its
obligations under this License Agreement.

     

    
      	
              12.3

            	
              Restriction
      upon Sub-Contracting

            


    

     

    Subject
to clauses 2.2 and 2.3, neither party will sub-contract its obligations under
this License Agreement to a third party without the prior written consent of the
other party, provided that such consent may not be unreasonably
withheld.

     

    
      	
              13.

            	
              Force
      Majeure

            


    

     

    
      	
              13.1

            	
              Force
      Majeure Events

            


    

     

    No
failure or omission by a party in the performance of any obligation of this
License Agreement will be deemed to be a breach of this License Agreement and
will not create any liability if it arises from any cause or causes beyond the
control of the parties (exercising reasonable diligence), including but not
limited to, acts of God, acts or omissions of any government or governmental
authority (including relevant health authorities) any rules, regulations or
orders issued by any governmental authority or by any officers, department,
agency or instrumentality thereof, fire, storm, flood, earthquake, accident,
acts of the public enemy, war, rebellion, insurrection, riot, invasion, strikes
and lockouts (a “Force Majeure
Event”).

     

    
      	
              13.2

            	
              Reliance
      Upon Force Majeure

            


    

     

    A party
seeking to rely upon clause 13.1 must immediately advise the other party by
notice in writing of the details of the Force Majeure Event.

     

    
      	
              14.

            	
              Dispute
      Resolution

            


    

     

    Section 20.8
of the Operating Agreement (Dispute Resolution and Arbitration) is hereby
incorporated by reference as if set forth herein in full, mutatis
mutandis.

     

    
      	
              15.

            	
              Notices

            


    

     

    Any
notice or other communication, including but not limited to any request, demand,
consent or approval, to or by a party must be in legible writing and forwarded
by personal delivery, registered air mail or facsimile addressed as shown below
(in the absence of written notice of change):

     

    
      
         


      

      
        17

        
          

        

      

      
         


      

    

     

    
      
        	
                 
      

              	
                If
      to the Licensee:

              


      

       

      
        	  	
                Attention:
      

              	
                Ted
      Karkus 

              


      

       

      
        	  	
                Address:

              	
                The
      Quigley Corporation

              


      

      
        	  	
                 
      

              	
                621
      N. Shady Retreat Road

              


      

      
        	  	
                 
      

              	
                Doylestown,
      PA 18901

              


      

      
        	  
    	
                Facsimile:

              	
                (215)
      345-5920

              


      

       

      
        	
                 
      

              	
                If
      to Phosphagenics:

              


      

       

      
        	  	
                Attention:

              	
                Managing
      Director,

              


      

      
        	  	
                 
      

              	
                Phosphagenics

              


      

      


      
        	  	
                Address:

              	
                Phosphagenics
      Ltd.

              


      

      
        	  	
                 
      

              	
                11
      Duerdin Street, Clayton

              


      

      
        	  
    	
                 
      

              	
                Victoria,
      Australia 3168

              


      

      
        	  	
                 
      

              	
                Facsimile:
      61-3-9565 1151

              


      

    

     

    
      	
              16.

            	
              Governing
      Law; Jurisdiction and Venue

            


    

     

    Sections 20.7
(Governing Law) and 20.16 (Consent to Jurisdiction and Venue) are hereby
incorporated by reference as if set forth herein in full, mutatis
mutandis.

     

    
      	
              17.

            	
              General

            


    

     

    
      	
              17.1

            	
              Relationship

            


    

     

    
      	
               
      

            	
              (a)

            	
              The
      parties are independent contractors and are not by this License Agreement
      made agents or employees of the
other.

            


    

     

    
      	
               
      

            	
              (b)

            	
              A
      party has no authority to bind the other party in any manner whatsoever
      and is not entitled at any time to hold itself out to third parties as
      having authority to enter commitments, expenses, liabilities or
      obligations of any nature on behalf of the first mentioned
      party.

            


    

     

    
      	
              17.2

            	
              Further
      acts

            


    

     

    Each
party will promptly do and perform all further acts and execute and deliver all
further documents (in form and content reasonably satisfactory to that party)
required by law or reasonably requested by any other party to give effect to
this License Agreement.

     

    
      	
              17.3

            	
              Expenses

            


    

     

    Each
party will pay its own costs and expenses in connection with the negotiation,
preparation, execution, and performance of this License Agreement.

     

    
      	
              17.4

            	
              Amendments

            


    

     

    This
License Agreement may only be varied or amended by a document signed by or on
behalf of each of the parties.

     

    
      
         


      

      
        18

        
          

        

      

      
         


      

    

     

    
      	
              17.5

            	
              Waiver

            


    

     

    
      	
               
      

            	
              (a)

            	
              Failure
      to exercise or enforce or a delay in exercising or enforcing or the
      partial exercise or enforcement of any right, power or remedy provided by
      law or under this License Agreement by any party will not in any way
      preclude, or operate as a waiver of, any exercise or enforcement, or
      further exercise or enforcement of that or any other right, power or
      remedy provided by law or under this License
  Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Any
      waiver or consent given by any party under this License Agreement will
      only be effective and binding on that party if it is given or confirmed in
      writing by that party.

            


    

     

    
      	
               
      

            	
              (c)

            	
              No
      waiver of a breach of any term of this License Agreement will operate as a
      waiver of another breach of that term or of a breach of any other term of
      this License Agreement.

            


    

     

    
      	
              17.6

            	
              Counterparts

            


    

     

    This
License Agreement may be executed in any number of counterparts and by the
parties on separate counterparts. Each counterpart constitutes an original of
this License Agreement, all of which together constitute one License
Agreement.  This License Agreement may be delivered via facsimile or
by portable document format (.pdf).

     

    
      	
              17.7

            	
              Indemnities

            


    

     

    
      	
               
      

            	
              (a)

            	
              Each
      indemnity in this License Agreement is a continuing obligation, separate
      and independent from the other obligations of the parties, and survives
      termination, completion or expiration of this License
      Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              It
      is not necessary for a party to incur expense or to make any payment
      before enforcing a right of indemnity conferred by this License
      Agreement.

            


    

     

    
      	
              17.8

            	
              Entire
      License Agreement

            


    

     

    To the
extent permitted by law, in relation to the license granted under this License
Agreement, this License Agreement:

     

    
      	
               
      

            	
              (a)

            	
              embodies
      the entire understanding of the parties, and constitutes the entire terms
      agreed on between the parties; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              supersedes
      any prior written or other agreement between the
  parties.

            


    

     

    
      	
              17.9

            	
              Survival
      of certain provisions; no merger

            


    

     

    
      	
               
      

            	
              (a)

            	
              Clauses
      1, 2, 6, 7, 8, 9, 11, 14, 15, 16 and this clause 17 will survive
      rescission or termination of this License
  Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              If
      this License Agreement is rescinded or terminated, no party will be liable
      to any other party except:

            


    

     

    
      
         


      

      
        19

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (i)

            	
              under
      the clauses set out in clause 17.9(a);
or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              in
      respect of any breach of this License Agreement occurring before
      rescission or termination.

            


    

     

    
      	
               
      

            	
              (c)

            	
              No
      right or obligation of any party will merge on completion of any
      transaction under this License
Agreement.

            


    

     

    [Signature
page follows.]

     

    
      
         


      

      
        20

        
          

        

      

      
         


      

    

     

    The
parties are signing this License Agreement as of the Effective
Date.

     

    Signed as an
Agreement.

     

    
      
        
          
            	
                    PHOSPHAGENICS LTD.

                  
	 
      	 
      
	
                    By:

                  	
                    /s/
      Fred Banti

                  
	 
      	
                    Name:
      Fred Banti

                  
	 
      	
                    Title:
      Senior Vice President and Chief Business Officer

                  
	 
      	 
      
	
                    THE
      QUIGLEY CORPORATION

                  
	 
      	 
      
	
                    By:

                  	
                    /s/
      Ted Karkus

                  
	 
      	
                    Name:
      Ted Karkus

                  
	 
      	
                    Title:
      Chief Executive
Officer

                  


          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    

     

    Exhibit A

     

    Phosphagenics
Technology

     

    
      
        
          
            	
                    Name

                  	 	
                    Priority
      date

                  	 	
                    Number

                  
	 	 	 	 	 
	
                    A
      carrier comprising one or more di and/or mono-(electron transfer agent)
      phosphate derivatives or complexes thereof

                  	 	
                    17
      June 2005

                  	 	
                    WO
      2006/133506

                     

                  
	
                    Formulation
      Containing Phosphate Derivatives Of Electron Transfer
    Agents

                  	 	
                    14
      November 2000

                  	 	
                    WO
      02/40033

                  
	
                    Dermal
      Therapy Using Phosphate Derivatives Of Electron Transfer
      Agents

                  	 	
                    27
      July 2001

                  	 	
                    WO
      03/011303

                  
	
                    Complexes
      Of Phosphate Derivatives

                  	 	
                    14
      November 2000

                  	 	
                    WO
      02/40034

                  
	
                    Transdermal
      Transport Of Compounds

                  	 	
                    13
      December 2001

                  	 	
                    WO
      03/049774

                  
	
                    Carrier

                  	 	
                    9
      August 2002

                  	 	
                    WO
      2004/014432

                  
	
                    Improved
      Process for Phosphorylation and Compounds Produced by this
      Method

                  	 	
                    14
      May 1999

                  	 	
                    WO
      00/69865

                  
	
                    Carrier
      Composition

                  	 	
                    23
      December 2009

                  	 	
                    US
      provisional 61/289507

                  
	
                    New
      Carrier Composition

                  	 	
                    19
      February 2010

                  	 	
                    US
      provisional
61/306115

                  


          

        

      

    

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit B

     

    Form of
Contribution Agreement

     

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit C

     

    Non-Exclusive
Field

     

    List of
compounds that we have agreed to use on a non-exclusive worldwide basis in
combination with OTC actives and / or in regimens:

    


    
      	
               
      

            	
              §

            	
              Peptides

            


    

    
      	
               
      

            	
              §

            	
              Amino
      acids  

            


    

    
      	
               
      

            	
              §

            	
              Lipoaminoacids
      (Palmitoyl glycine

            


    

    Cocoyl
alanine)

    
      	
               
      

            	
              §

            	
              Alpha
      hydroxy acids

            


    

    
      	
               
      

            	
              §

            	
              Vitamins
      B, C, D (all forms)

            


    

    
      	
               
      

            	
              §

            	
              Alpha
      lipoic acid

            


    

    
      	
               
      

            	
              §

            	
              Sodium
      hyaluronate

            


    

    
      	
               
      

            	
              §

            	
              Allantoin

            


    

    
      	
               
      

            	
              §

            	
              Panthenol

            


    

    
      	
               
      

            	
              §

            	
              Ceramides

            


    

    
      	
               
      

            	
              §

            	
              TPM

            


    

    
      	
               
      

            	
              §

            	
              Niacinamide

            


    

    
      	
               
      

            	
              §

            	
              Retinyl
      propionate

            


    

    
      	
               
      

            	
              §

            	
              Lycopene

            


    

    
      	
               
      

            	
              §

            	
              Omega-3
      fatty acids

            


    

    
      	
               
      

            	
              §

            	
              GABA

            


    

    
      	
               
      

            	
              §

            	
              Polyphenols

            


    

    
      	
               
      

            	
              §

            	
              Phytosterols

            


    

    
      	
               
      

            	
              §

            	
              Quercetin

            


    

    
      	
               
      

            	
              §

            	
              Tea
      Tree Oil

            


    

    
      	
               
      

            	
              §

            	
              Evening
      Primrose Oil

            


    

    
      	
               
      

            	
              §

            	
              Phenylalanine

            


    

    
      	
               
      

            	
              §

            	
              Glucuronolactone

            


    

    
      	
               
      

            	
              §

            	
              Inositol

            


    

    
      	
               
      

            	
              §

            	
              Tyrosine

            


    

    
      	
               
      

            	
              §

            	
              Citicoline

            


    

    
      	
               
      

            	
              §

            	
              Taurine

            


    


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit D

     

    Litigation

     

    Novel
Therapeutic Technologies Inc., an Israeli-based corporation, has asserted that
Phosphagenics Ltd. has infringed claims embodied in US Patent numbers 5,540,934
and 5,716,638. In particular Novel Therapeutic Technologies Inc. asserts that
Phosphagenics Ltd.’s patent, entitled “A carrier comprising one or more di
and/or phosphate derivatives or complexes thereof” and being patent number WO
2006/133506, infringes its patents.