Execution
Copy

       

      CONTRIBUTION
AGREEMENT

       

      This
CONTRIBUTION AGREEMENT (this “Agreement”), dated as
of March 22, 2010 (the “Effective Date”), is
made by and among Phusion Laboratories, LLC, a Delaware limited liability
company (the “Company”), The
Quigley Corporation, a Nevada corporation (“Quigley”),
Phosphagenics Inc., a Delaware corporation (“PSI” and,
collectively with Quigley, the “Initial Members”),
and Phosphagenics Ltd., an Australian corporation (“PSI Parent” and,
collectively with the Initial Members and the Company, the “Parties”).

       

      A.           Quigley
and PSI Parent are party to a license agreement, dated as of the Effective Date,
an executed copy of which is attached as Exhibit A (the
“License
Agreement”), pursuant to which, among other things,
(i) Phosphagenics Ltd. granted to Quigley a perpetual, paid-up, global,
exclusive license to exploit Products (as defined in the License Agreement)
embodying Phosphagenics Intellectual Property (as defined in the License
Agreement), as more specifically set forth in the License Agreement, and
(ii) in exchange therefor, Quigley paid to PSI Parent $1,000,000 and issued
to PSI Parent 1,440,000 shares of Quigley’s common stock, par value $0.0005 per
share.

       

      B.           The
Company was formed on March 16, 2010.

       

      C.           Contemporaneously
with the entry into this Agreement, the Parties are entering into a limited
liability company agreement of the Company, the form of which is attached as
Exhibit B
(the “LLC
Agreement”), pursuant to which, among other things, the Company will
issue 1,000 Units (as defined therein) to each Initial Member.

       

      D.           The
Parties desire that Quigley contribute to the Company, as a capital
contribution, (i) $500,000 (the “Contributed Cash”)
and (ii) all of Quigley’s rights and obligations under the License
Agreement.

       

      The
Parties therefore hereby agree as follows:

       

      
        	
                1.

              	
                Contribution of
      Cash. On the Effective Date, Quigley shall contribute the
      Contributed Cash to the Company as a capital
  contribution.

              


      

       

      
        	
                2.

              	
                Assignment and
      Assumption; Contribution of
License.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Quigley
      hereby transfers, conveys and assigns to the Company all of its rights,
      title and interest in, to and under the License Agreement (collectively,
      the “Assigned
      Rights”). The Company hereby assumes, and undertakes to pay,
      discharge and perform when due, all of Quigley’s liabilities and
      obligations under and arising pursuant to the License Agreement
      (collectively, the Assumed
      Liabilities”). “Assignment and
      Assumption” means the transfer, conveyance and assignment of the
      Assigned Rights pursuant to this Section 2(a)
      and the assumption of, and the undertaking to pay, discharge and perform
      when due, the Assigned Liabilities pursuant to this Section 2(a).

              


      

       

      
        	
                 
      

              	
                (b)

              	
                The
      Assignment and Assumption constitutes a capital contribution to the
      Company by Quigley.

              


      

       

      
        
           


        

        
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                (c)

              	
                The
      Company hereby replaces Quigley as the Licensee (as defined in the License
      Agreement). For the convenience of the Parties, PSI Parent and the Company
      shall enter into a license agreement in the form attached as Exhibit C,
      which will amend and restate the License Agreement in its entirety and
      which will reflect that the Company is the Licensee (as defined
      therein).

              


      

       

      
        	
                 
      

              	
                (d)

              	
                Notwithstanding
      anything in the License Agreement to the contrary, PSI Parent
      (i) acknowledges and hereby consents to the Assignment and
      Assumption, (ii) acknowledges and hereby consents to the Company
      replacing Quigley as the Licensee pursuant hereto, (iii) is not
      entitled to, and shall not seek to, enforce any of its rights under the
      License Agreement against Quigley, and (iv) hereby irrevocably and
      unconditionally releases Quigley from any and all Assumed
      Liabilities.

              


      

       

      
        	
                3.

              	
                Miscellaneous.

              


      

       

      
        	
                 
      

              	
                (a)

              	
                Amendments. Any
      provision of this Agreement may be amended if, and only if, such amendment
      is in writing and is signed by each
Party.

              


      

       

      
        	
                 
      

              	
                (b)

              	
                Incorporation of
      Provisions in LLC Agreement. The following provisions of the LLC
      Agreement are hereby incorporated by reference as if set forth herein in
      full, mutatis
      mutandis: Sections 1.2 (Construction);
       20.1 (Notices); 20.5 (Waivers); 20.6 (Successors and
      Assigns); 20.7 (Governing Law); 20.8 (Dispute Resolution and
      Arbitration); 20.9 (Counterparts); 20.11 (No Third-Party
      Beneficiaries); 20.13 (Captions); 20.14 (Severability);
      20.15 (Interpretation); 20.16 (Consent to Jurisdiction and
      Venue); 20.17 (Specific Performance); 20.18 (Further
      Assurances); 20.19 (Signed Writings); and 20.21 (Access to
      Counsel).

              


      

       

      [Signature
page follows.]


      
        
           


        

        
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      The
Parties are signing this Agreement as of the Effective Date.


      

        
          
            	
                    THE
      QUIGLEY CORPORATION

                  
	 
      	 
      
	
                    By: 

                  	
                    /s/ Ted Karkus

                  
	 
      	
                    Name:  Ted
      Karkus

                  
	 
      	
                    Title:  Chief
      Executive Officer

                  
	 
      	 
      
	
                    PHOSPHAGENICS
      INC.

                  
	 
      	 
      
	
                    By: 

                  	
                    /s/ Fred Banti

                  
	 
      	
                    Name:  Fred
      Banti

                  
	 
      	
                    Title:  President

                  
	 
      	 
      
	
                    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

                  


          

        

      

       

      Signature
Page to Contribution Agreement

       

      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Exhibit A

       

      License
Agreement


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Exhibit B

       

      Form of
LLC Agreement


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      


      Exhibit C

       

      Form of
Amended and Restated License Agreement