Execution
Copy


      Phosphagenics
Limited ACN 056 482 403

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

       

      and

       

      Phusion
Laboratories, LLC

      a
Delaware limited liability company

       

        
          

        

         

      

      Amended
and Restated License Agreement

        

        
          

        

      


      
        
           


        

        
          1

          
            

          

        

        
           


        

      


      TABLE
OF CONTENTS

       

      
        
          
            
              	 
      	 
      	
                      Page

                    
	 	 	 
	
                      1.

                    	
                      Definitions
      and interpretation

                    	
                      1

                    
	
                      1.1

                    	
                      Definitions

                    	
                      1

                    
	
                      1.2

                    	
                      Interpretation

                    	
                      5

                    
	
                      1.3

                    	
                      Headings

                    	
                      6

                    
	 
      	 
      	 
      
	
                      2.

                    	
                      Exploitation
      of Phosphagenics Intellectual Property

                    	
                      6

                    
	
                      2.1

                    	
                      License

                    	
                      6

                    
	
                      2.2

                    	
                      [Intentionally
      Omitted.]

                    	
                      6

                    
	
                      2.3

                    	
                      Sub-License

                    	
                      6

                    
	 
      	 
      	 
      
	
                      3.

                    	
                      Payments

                    	
                      6

                    
	
                      3.1

                    	
                      Acknowledgments.

                    	
                      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

                    	
                      Company
      Confidential Information

                    	
                      8

                    
	
                      6.3

                    	
                      Permitted
      Disclosure

                    	
                      9

                    
	
                      6.4

                    	
                      Use
      of Other Parties’ Names

                    	
                      9

                    
	
                      6.5

                    	
                      Quigley
      Confidential Information

                    	
                      9

                    
	 
      	 
      	 
      
	
                      7.

                    	
                      Intellectual
      Property

                    	
                      10

                    
	
                      7.1

                    	
                      IP
      Ownership

                    	
                      10

                    
	
                      7.2

                    	
                      Infringement

                    	
                      10

                    
	
                      7.3

                    	
                      Property
      in and Sharing of Documents, Data and Other Information

                    	
                      11

                    
	
                      7.4

                    	
                      Improvements

                    	
                      11

                    
	 
      	 
      	 
      
	
                      8.

                    	
                      Warranties
      and Representations

                    	
                      12

                    
	
                      8.1

                    	
                      The
      Company’s warranties and representations

                    	
                      12

                    
	
                      8.2

                    	
                      Phosphagenics’
      warranties and representations

                    	
                      12

                    
	 
      	 
      	 
      
	
                      9.

                    	
                      Liability
      and Indemnities

                    	
                      13

                    
	
                      9.1

                    	
                      Phosphagenics
      not liable; Phosphagenics indemnifies the Company

                    	
                      13

                    
	
                      9.2

                    	
                      The
      Company indemnifies Phosphagenics

                    	
                      15

                    
	 
      	 
      	 
      
	
                      10.

                    	
                      Term
      and Termination

                    	
                      15

                    
	
                      10.1

                    	
                      Term

                    	
                      15

                    
	
                      10.2

                    	
                      Termination
      with Cause

                    	
                      15

                    
	 
      	 
      	 
      
	
                      11.

                    	
                      Consequences
      of Termination/Expiration

                    	
                      16

                    
	
                      11.1

                    	
                      Return
      of documents

                    	
                      16

                    
	
                      11.2

                    	
                      No
      further rights

                    	
                      17

                    
	 
      	 
      	 
      
	
                      12.

                    	
                      Assignment

                    	
                      17

                    
	
                      12.1

                    	
                      Restriction
      upon Assignment

                    	
                      17

                    
	
                      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

                	
                  18

                
	 
      	 
      	 
      
	
                  14.

                	
                  Dispute
      Resolution

                	
                  18

                
	 
      	 
      	 
      
	
                  15.

                	
                  Notices

                	
                  18

                
	 
      	 
      	 
      
	
                  16.

                	
                  Governing
      Law; Jurisdiction and Venue

                	
                  18

                
	 
      	 
      	 
      
	
                  17.

                	
                  General

                	
                  18

                
	
                  17.1

                	
                  Relationship

                	
                  18

                
	
                  17.2

                	
                  Further
      acts

                	
                  19

                
	
                  17.3

                	
                  Expenses

                	
                  19

                
	
                  17.4

                	
                  Amendments

                	
                  19

                
	
                  17.5

                	
                  Waiver

                	
                  19

                
	
                  17.6

                	
                  Counterparts

                	
                  19

                
	
                  17.7

                	
                  Indemnities

                	
                  19

                
	
                  17.8

                	
                  Entire
      License Agreement

                	
                  20

                
	
                  17.9

                	
                  Survival
      of certain provisions; no merger

                	
                  20

                


        

      


      
        
           


        

        
          ii

          
            

          

        

        
           


        

      


      This Amended and
Restated 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

       

      Phusion Laboratories, LLC, a
Delaware limited liability company (the “Company”)

      


      Recitals

       

      A.           Phosphagenics
holds Patents in the Phosphagenics Intellectual Property.

       

      B.           Phosphagenics
has granted The Quigley Corporation, a Nevada corporation (“Quigley”), pursuant to the
terms of a License Agreement, dated as of the Effective Date and entered into
immediately prior hereto (the “Original 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 the
Original License Agreement in accordance with the Contribution Agreement, dated
as of the Effective Date (the “Contribution Agreement”), by
and between Quigley, Phosphagenics, Phosphagenics, Inc., a Delaware corporation,
and the Company.

       

      C.           Phosphagenics
has licensed Phosphagenics Technology to Quigley on the terms and conditions set
forth in the Original License Agreement.

       

      D.           Pursuant
to the Original License Agreement and the Contribution Agreement,
(i) Quigley transferred, conveyed and assigned to the Company all of its
rights, title and interest in, to and under the Original License Agreement, and
(ii) the Company assumed, and undertook to pay, discharge and perform when
due, all of Quigley’s liabilities and obligations under and arising pursuant to
the Original License Agreement.

       

      E.           For
convenience of the parties, and pursuant to the Contribution Agreement,
Phosphagenics and the Company are entering into this License Agreement to amend
and restate the Original License Agreement in its entirety and reflect that the
Company is the licensee hereunder.

       

      The
parties hereby agree that the Original License Agreement is hereby amended and
restated in its entirety to read 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 Company 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 Confidential
      Information” means confidential information disclosed by the
      Company to Phosphagenics that is identified by the Company as being
      confidential under the terms of this License Agreement, but that does not
      include any part of the Phosphagenics Confidential
      Information.

              


      

       

      
        	
                 
      

              	
                (c)

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

              


      

       

      
        	
                 
      

              	
                (d)

              	
                “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.

              


      

       

      
        	
                 
      

              	
                (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.

              



        
          
             


          

          
            2

            
              

            

          

          
             


          

        

      

       

      
        	
                 
      

              	
                (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.

              


      

       

      
        	
                 
      

              	
                (m)

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

              


      

       

      
        	
                 
      

              	
                (n)

              	
                “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.

              


      

       

      
        	
                 
      

              	
                (o)

              	
                “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.

              


      

       

      
        	
                 
      

              	
                (p)

              	
                “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.

              


      

       

      
        	
                 
      

              	
                (q)

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

              


      

       

      
        	
                 
      

              	
                (r)

              	
                “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.

              


      

       

      
        
           


        

        
          3

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (s)

              	
                “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
      Company Confidential Information.

              


      

       

      
        	
                 
      

              	
                (t)

              	
                “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.

              


      

       

      
        	
                 
      

              	
                (u)

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

              


      

       

      
        	
                 
      

              	
                (v)

              	
                “Program Patents” means
      all patent applications lodged jointly in the names of Phosphagenics and
      the Company 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.

              


      

       

      
        	
                 
      

              	
                (w)

              	
                “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 Company
      during the course of the term of the Operating Agreement or the research
      program contemplated therein.

              


      

       

      
        	
                 
      

              	
                (x)

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

              


      

       

      
        	
                 
      

              	
                (y)

              	
                “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.

              


      

       

      
        	
                 
      

              	
                (z)

              	
                “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.

              


      

       

      
        	
                 
      

              	
                (aa)

              	
                “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.

              


      

       

      
        	
                 
      

              	
                (bb)

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

              



        
          
             


          

          
            4

            
              

            

          

          
             


          

        

      

       

      
        	
                 
      

              	
                (cc)

              	
                “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.

              


      

       

      
        	
                 
      

              	
                (dd)

              	
                “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;

              


      

       

      
        	
                 
      

              	
                (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.

              


      

       

      
        
           


        

        
          5

          
            

          

        

        
           


        

      

       

      
        	
                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 Company:

              


      

       

      
        	
                 
      

              	
                (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 Company 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 Company 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

              	
                [Intentionally
      Omitted.]

              


      

       

      
        	
                2.3

              	
                Sub-License

              


      

       

      The
Company 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

              	
                Acknowledgments.

              


      

       

      The
parties acknowledge that: (a) pursuant to the Original License Agreement,
on the Effective Date, Quigley paid $ 1,000,000 to Phosphagenics;
(b) pursuant to the Original License Agreement, on the Effective Date,
Quigley issued of 1,440,000 shares of its common stock, par value $0.0005 per
share to Phosphagenics; and (c) 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 Company, including by
reason of the termination of this License Agreement at any time.

       

      
        	
                4.

              	
                Manufacture
      and Sale of Products

              


      

       

      
        	
                 
      

              	
                (a)

              	
                The
      Company 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 Company to enable it to manufacture and/or
      otherwise exploit the Field.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Company 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 Company to enable it to
      manufacture and otherwise exploit the Non-Exclusive Field in accordance
      with this License Agreement.

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Company shall use commercially reasonable efforts to develop the Field in
      the Territory.  Without limiting any of the foregoing or being
      limited thereby, the Company 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
      Company shall use commercially reasonable efforts to commercialise the
      Field throughout the Territory.

              


      

       

      
        	
                 
      

              	
                (e)

              	
                Without
      limiting any of the foregoing or being limited thereby, the Company 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
      Company is responsible for determining strategies for marketing, selling,
      distributing and determining pricing and other terms of sale for the
      Field.

              


      

       

      
        	
                 
      

              	
                (g)

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

              


      

       

      
        
           


        

        
          7

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Company 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
      Company 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
      Company 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
      Company 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
      Company.

              


      

       

      
        	
                6.2

              	
                Company
      Confidential Information

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Phosphagenics
      agrees that the Company 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
Company.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Phosphagenics
      agrees that its officers, employees and/or agents will not disclose or
      make direct or derivative use of the Company 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 Company Confidential Information in strict confidence
      and will disclose the Company 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.

       

      
        	
                6.5

              	
                Quigley
      Confidential Information

              


      

       

      Quigley
is hereby a third-party beneficiary of the rights, and subject to the
obligations, of the Company set forth in this clause 6 as if Quigley were the
“Company” hereunder (and as if references in the definition of “Company
Confidential Information” to the “Company” were references to
Quigley).

       

      
        
           


        

        
          9

          
            

          

        

        
           


        

      

       

      
        	
                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:

              


      

       

      
        	
                 
      

              	
                (i)

              	
                All
      inventions pertaining solely to Company Intellectual Property made by or
      on behalf of any party or jointly will be owned solely by the
      Company.  The parties hereby assign any and all existing and/or
      future right, title and interest in and to Company Intellectual Property
      to the Company.  The parties shall execute all documents and do
      such things as are necessary or reasonably requested by the Company 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).

              


      

       

      
        	
                 
      

              	
                (iii)

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

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Company 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 Company or Quigley, as the case may be, 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
      Company or Quigley, respectively, will immediately notify
      Phosphagenics.  The Company or Quigley, as the case may be, will
      at Phosphagenics’ expense provide Phosphagenics with such assistance as
      Phosphagenics may reasonably require in order to deal with the potential
      alleged infringement.

              


      

       

      
        
           


        

        
          10

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (b)

              	
                Each
      of the Company and Quigley 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.

       

      
        	
                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 Company in writing giving details of it and shall, following
      the request for the same, provide to the Company such information and
      explanations as the Company shall reasonably require to be able to
      effectively utilise the same. In any case where such Improvement
      constrains or otherwise limits Company’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 Company 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 Company or Quigley, as the case may be, 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, Company or
      Quigley, as the case may be, shall grant and hereby grants a royalty-free,
      paid-up, irrevocable and non-exclusive licence under all rights protecting
      such Improvement throughout the
world.

              


      

       

      
        
           


        

        
          11

          
            

          

        

        
           


        

      

       

      
        	
                8.

              	
                Warranties
      and Representations

              


      

       

      
        	
                8.1

              	
                The
      Company’s warranties and
representations

              


      

       

      The
Company 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.

              


      

       

      
        	
                8.2

              	
                Phosphagenics’
      warranties and representations

              


      

       

      Phosphagenics
warrants and represents to the Company :

       

      
        	
                 
      

              	
                (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 Company, 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;

              


      

       

      
        
           


        

        
          12

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (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 C
      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;

              


      

       

      
        	
                 
      

              	
                (j)

              	
                Other
      than the Phosphagenics Technology, the Phosphagenics Intellectual Property
      does not otherwise restrict Company’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
      Company’s exploitation of the Field in the Territory, or the Non-Exclusive
      Field worldwide, Phosphagenics shall and hereby does grant Company 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
  Company

              


      

       

      
        	
                 
      

              	
                (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 Company’s enjoyment of the license granted
      under this License Agreement or any rights to the Field or with respect to
      infringement.

              


      

       

      
        
           


        

        
          13

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (b)

              	
                Phosphagenics
      shall not be liable for:

              


      

       

      
        	
                 
      

              	
                (i)

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

              


      

       

      
        	
                 
      

              	
                (ii)

              	
                any
      loss of or damage to any property of any person (including the Company and
      its personnel) arising out of the Company’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 Company and Quigley
      against all claims, actions, damages, losses (other than consequential
      losses), liabilities, costs, charges, expenses and outgoings
      (collectively, “Losses”) that the
      Company 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);

              


      

       

      
        	
                 
      

              	
                (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 Company under applicable law to withhold portions of the
      amounts that the Company 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 Company or Quigley to the extent that Losses for which
Phosphagenics would otherwise be required to indemnify the Company or Quigley
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 Company’s common stock, par value
$0.0005 per share, on the Effective Date.

       

      
        	
                 
      

              	
                (d)

              	
                Quigley
      as Third-Party Beneficiary

              


      

       

      Quigley
is hereby a third-party beneficiary of the rights set forth with respect to
Quigley in this clause 9.1 (subject to the limitations set forth in this
clause 9.1) as if Quigley were an original party hereto for such
purposes.

       

      
        
           


        

        
          14

          
            

          

        

        
           


        

      

       

      
        	
                9.2

              	
                The
      Company indemnifies Phosphagenics

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Subject
      to clause 9.2(b), the Company 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 Company;
    or

              


      

       

      
        	
                 
      

              	
                (iv)

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

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Company 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.

              


      

       

      
        	
                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;

              


      

       

      
        
           


        

        
          15

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (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 Company any property of the
      Company, including documents and records of the Company, in Phosphagenics’
      possession, custody or control (other than any Phosphagenics Confidential
      Information);

              


      

       

      
        	
                 
      

              	
                (b)

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

              


      

       

      
        	
                 
      

              	
                (c)

              	
                The
      Company 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
      Company 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
      Company 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
      Company 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

              


      

       

      
        
           


        

        
          16

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (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 Company 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 2.3 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.

       

      
        	
                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 clause 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”).

       

      
        
           


        

        
          17

          
            

          

        

        
           


        

      

       

      
        	
                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):

       

      If to the
Company:

       

      
        	 	
                Attention: 

              	
                Ted
      Karkus

              


      

       

      
        	 	
                Address: 

              	
                Phusion
      Laboratories, LLC

              


      

      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.

              


      

       

      
        
           


        

        
          18

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (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.

       

      
        	
                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.

              


      

       

      
        
           


        

        
          19

          
            

          

        

        
           


        

      

       

      
        	
                 
      

              	
                (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:

              


      

       

      
        	
                 
      

              	
                (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

                
	 
      	 
      
	
                  PHUSION
      LABORATORIES, LLC

                
	 
      	 
      
	
                  By: 

                	
                  /s/ Ted Karkus

                
	 
      	
                  Name:
      Ted Karkus

                
	 
      	
                  Title:
      Co-Chief Executive Officer

                
	 
      	 
      
	
                  Acknowledged,
      for purposes of clauses 6, 7 and 9.1

                
	 
      
	
                  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

       

      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 C

       

      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.