(b) To the extent that the terms or conditions reflected in the Proposed Sale Notice are inconsistent with this Section 16.3(b), or to the extent that the terms or conditions of this Section 16.3(b) are absent from the Proposed Sale Notice, each Tag-Along Unit Agreement will contain the following terms and conditions:

(i) the closing of the Sale of Tag-Along Units and Offered Units to the Proposed Transferee will take place (A) at the offices of counsel for the Selling Member (or at such other location as may be agreed to by the Selling Member, the Tag-Along Members and the Proposed Transferee), (B) at 11:00 AM local time (or at such other time as may be agreed to by the Selling Member, the Tag-Along Members and the Proposed Transferee) and (C) on the date (the “Tag-Along Unit Closing Date”) that is the third Business Day after the satisfaction or waiver of the closing conditions (if any) provided in such Tag-Along Unit Purchase Agreement, other than such conditions as are to be satisfied at the closing, or, if no closing conditions are provided in such Tag-Along Unit Purchase Agreement, the tenth Business Day following the Selling Member’s receipt (or deemed receipt) of the Tag-Along Participation Notice (or that is such other date as may be agreed to by the Proposed Transferee, the Selling Member and the Tag-Along Members); and

(ii) the Proposed Transferee will pay to each Tag-Along Member an amount equal to the number of Tag-Along Units being Sold by such Tag-Along Member multiplied by the Per Unit Offered Price (subject to any applicable withholdings specified in the Tag-Along Unit Purchase Agreement) at the closing in cash by wire transfer of immediately available funds to one or more accounts specified at least two Business Days prior to the Tag-Along Units Closing Date by such Tag-Along Member to the Proposed Transferee or otherwise in the manner and at the time(s) set forth in the Proposed Sale Notice.

16.4 Selling Member’s Right to Sell. Subject to the last sentence of Section 15.2, if no Remaining Members have elected, in accordance with Section 16.2, to Sell Tag-Along Units, then the Selling Member may Sell all, but not less than all, of the Offered Units to the Proposed Transferee at the Offered Price, or at a higher price, and upon terms and conditions no more favorable to the Proposed Transferee than are specified in the Proposed Sale Notice and otherwise in accordance with Section 15.4.

16.5 Termination of Tag-Along Rights. All rights and benefits afforded to the Members under this Article 16 and all obligations, duties and liabilities imposed upon the Member under this Article 16 will not apply after, and will terminate immediately before, the closing of the IPO; provided, however, that, following the closing of the IPO, each Member will be and remain liable for any breach or violation of such obligations, duties and liabilities arising or accruing prior to the closing of the IPO.

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ARTICLE 17

STANDARDS OF CONDUCT, EXCULPATION, INDEMNIFICATION AND INSURANCE

17.1 Standards of Conduct (PSI Parent).

(a) No Fiduciary Duties; Other Duties and Standards. Each Member or Manager, in his, her or its capacity as such (each Member or Manager, in such capacity, a “Key Party”), will be and hereby is relieved of any and all fiduciary duties that might otherwise arise out of or in connection herewith or the relationships created or evidenced hereby or thereby, whether at law or in equity, other than to act in good faith with respect to the Company, the Members and this Agreement. Without limiting the generality of the immediately foregoing sentence, to the extent that the provisions hereof restrict or eliminate the duties of a Key Party otherwise existing at law or in equity, such provisions replace such duties to the greatest extent permitted under applicable Law. Whenever a Key Party is required or permitted to make a decision, take or approve an action, or omit to do any of the foregoing with an express standard of behavior (including standards such as “reasonable” or “good faith”), then such Key Party shall comply with such express standard but will not be subject to any other, different or additional standard imposed by this Agreement or otherwise applicable Law.

(b) Reliance Upon Provisions. To the extent that any Key Party, has, at law or in equity, duties to the Company, any other Member or any Person that is subject to the terms hereof, such Key Party acting in good faith in accordance herewith will not be liable to the Company, any Member or any other Person in respect of any breach of any such duty for its good faith reliance on the provisions hereof.

(c) Consideration of Interests in Decision-Making. Whenever a Key Party is required or permitted to make a decision, take or approve an action, or omit to do any of the foregoing in its discretion, under a similar grant of authority or latitude, or without an express standard of behavior, then such Key Party will be entitled to consider only such interests and factors, including its own, as it desires, and will, to the fullest extent permitted by applicable Law, have no duty or obligation to consider any other interests or factors whatsoever. The Parties acknowledge that (i) the Quigley Designated Managers are and will be appointed in part to protect and further the interests of Quigley and are entitled to act, refrain from acting and make decisions, in their capacities as Managers, solely in the interests of Quigley and (ii) the PSI Designated Managers are and will be appointed in part to protect and further the interests of PSI and PSI Parent and are entitled to act, refrain from acting and make decisions, in their capacities as Managers, solely in the interests of PSI.

17.2 Liability (PSI Parent). Except as otherwise provided by the Act, the Company’s debts, obligations and Liabilities, whether arising in contract, tort or otherwise, will be solely the Company’s debts, obligations and Liabilities, and no Manager or Member will be obligated personally for any such debt, obligation or Liability solely by reason of being a Manager or Member.

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17.3 Exculpation (PSI Parent).

(a) General. No Covered Person will be liable to the Company or to any other Covered Person in respect of any Suits, Orders, losses, damages, penalties, dues, fines, costs, amounts paid in settlement, Liabilities, obligations, expenses (including all attorneys’ and experts’ fees), interest, fees and other costs of enforcement (collectively, “Losses”) by reason of any act taken or not taken by such Covered Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person hereby; provided, however, that the foregoing will not apply to the extent that a Loss was incurred by reason of such Covered Person’s gross negligence, fraud or willful misconduct.

(b) Reliance Upon Records and Other Information. A Covered Person will be fully protected in relying in good faith upon the records of the Company and upon such information, opinions, reports or statements presented to the Company by any Person as to matters the Covered Person reasonably believes are within such other Person’s professional or expert competence and that has been selected with reasonable care by or on behalf of the Company, including information, opinions, reports or statements as to the value and amount of the assets, liabilities, Net Profits, Net Losses or net cash flow or any other facts pertinent to the existence and amount of assets from which distributions to Members might properly be paid.

17.4 Indemnification (PSI Parent).

(a) Covered Persons. To the fullest extent permitted by applicable Law, a Covered Person will be entitled to indemnification from the Company in respect of any Loss incurred or suffered by such Covered Person by reason of any act taken or not taken by such Covered Person (including alleged breaches of fiduciary duty) in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Covered Person hereby, except that no Covered Person will be entitled to be indemnified hereunder in respect of any Loss incurred or suffered by such Covered Person by reason of gross negligence, fraud or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17.4(a) will be provided out of and to the extent of Company Assets only, and neither any Manager nor any other Member will have any personal liability with respect to such indemnity.

(b) Specified Persons. Without limiting any obligation of the Company under Section 17.4(a), the Company may, but only if so authorized by the Board in its sole and absolute discretion, indemnify any employee or agent of the Company or any other Person (each such employee, agent or other Person, as the case may be, a “Specified Person”) for any Loss incurred or suffered by such Specified Person by reason of any act taken or not taken by such Specified Person in good faith on behalf of the Company and in a manner reasonably believed to be within the scope of authority conferred on such Specified Person by the Company, except that no Specified Person will be entitled to be indemnified in respect of any Loss incurred or suffered by such Specified Person by reason of gross negligence, fraud or willful misconduct with respect to such acts or omissions; provided, however, that any indemnity under this Section 17.4(b) will be provided out of and to the extent of Company Assets only, and neither any Manager nor any other Member will have any personal liability with respect to such indemnity.

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17.5 Expenses (PSI Parent). To the fullest extent permitted by applicable Law, but subject to Board Approval, the Company may from time to time advance expenses (including legal fees) that a Covered Person incurs in defending any Suit prior to the final disposition of such Suit upon the Company’s receipt of an undertaking by or on behalf of the Covered Person to repay such amount if it shall be determined that the Covered Person is not entitled to be indemnified as authorized in this Section 17.5. If and only if the Board, in its sole and absolute discretion, Approves, then the Company may advance expenses (including legal fees and expert fees) incurred by a Specified Person in defending any Suit.

17.6 Insurance (PSI Parent). The Company may purchase and maintain insurance for the Business, to the extent and in such amounts as the Board deems prudent and Approves in its sole and absolute discretion, on behalf of Covered Persons, Specified Persons and such other Persons as the Board may Approve in its sole and absolute discretion, against any Liability that may be asserted against or expenses that may be incurred by any such Person in connection with the activities of the Company or such indemnitees, regardless of whether the Company would have the power to indemnify such Person against such Liability under the provisions hereof. The Company may enter into indemnity contracts with Covered Persons, Specified Persons and such other Persons as the Board Approves in its sole and absolute discretion and may adopt written procedures pursuant to and which arrangements are made for the advancement of expenses and the funding of obligations under Section 17.4 and containing such other procedures regarding indemnification as the Board may Approve in its sole and absolute discretion.

17.7 Third-Party Beneficiary Status (PSI Parent). Each Key Party and Covered Person is hereby made a third-party beneficiary of the rights that would be afforded to such Key Party or Covered Person, respectively, as if such Key Party or Covered Person, respectively, were an original signatory hereto for such purposes (and only for such purposes).

ARTICLE 18

CONFIDENTIALITY

18.1 Confidentiality Obligations (PSI Parent). Subject to the other terms of this Article 18 and except as the Members may otherwise agree, each Member and PSI Parent (each, a “Receiving Party”) shall hold in strict confidence and shall not directly or indirectly disclose to any other Person any Confidential Information. Each Receiving Party acknowledges that disclosure of Confidential Information could destroy the value thereof and cause irreparable harm to the Company and/or another Member. Each Receiving Party shall use, and shall cause its Affiliates to use, at least the same level of care and protection of Confidential Information as such Receiving Party uses to prevent unauthorized use and unauthorized disclosure of its own confidential information (but in no event less than a reasonable standard of care).

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18.2 Certain Limitations on Confidentiality Obligations (PSI Parent).

(a) Disclosure to Affiliates. A Receiving Party may disclose Confidential Information to one or more of its Affiliates, provided that such Affiliate (i) has a need to know such Confidential Information in order to fulfill their duties related to the Company or the business operations of such Receiving Party and (ii)(A) agrees in writing to be bound by the obligations of this Article 18 or (B) at the time of such disclosure is bound to protect Confidential Information from unauthorized disclosure pursuant to a fiduciary or similar duty or pursuant to the terms of an enforceable confidentiality agreement containing comparable restrictions on the disclosure of Confidential Information. The Receiving Party warrants that it will be fully responsible for any breach hereof by its Affiliates to which it discloses Confidential Information.

(b) Disclosure Required by Law, Etc. A Receiving Party may disclose Confidential Information to others as required by Law. Any such Receiving Party shall promptly notify the Company of the specifics of such requirement prior to the actual disclosure, use diligent efforts to limit such disclosure and to obtain confidential treatment or a protective order for such Confidential Information, and allow the Company to participate in such process undertaken to protect the Confidential Information. The Receiving Party shall cooperate with the Company, upon the Company’s reasonable request, in connection therewith. In the absence of a protective order or other appropriate remedy, the Receiving Party may disclose only that portion of such Confidential Information that is legally required to be disclosed. Notwithstanding anything to the contrary herein, nothing herein will operate to restrict any Member or PSI Parent from making such disclosures as are required, as advised by competent securities law counsel, to comply with any applicable securities laws or regulations.

(c) Other Exceptions (PSI Parent). The restrictions on disclosure of Confidential Information set forth in Section 18.1 will not apply to information that the Receiving Party can demonstrate:

(i) was publicly known at the time of its communication to the Receiving Party;

(ii) becomes publicly known, through no fault of the Receiving Party or its Affiliates, subsequent to the communication of such Confidential Information to the Receiving Party;

(iii) was in the Receiving Party’s possession prior to the communication of such Confidential Information to the Receiving Party and is not otherwise subject to a confidentiality obligation; or

(iv) was rightfully obtained by the Receiving Party from a third party that is not under any obligation of confidentiality with respect to such Confidential Information and is otherwise authorized to make such disclosure without restriction.

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18.3 Term (PSI Parent). The confidentiality obligations provided for in Section 18.1 expire upon the date that is two years after the date that is earlier to occur of the following: (a) the date on which Quigley and its Affiliates cease to own any Units or Unit Equivalents; and (b) PSI Parent ceases to own any Units or Unit Equivalents (either directly and/or through one or more Subsidiaries); provided, however, that the confidentiality obligations provided for in Section 18.1 will survive indefinitely with respect to any Confidential Information that is a trade secret.

ARTICLE 19

DISSOLUTION AND LIQUIDATION

19.1 Limitations. The Company may be dissolved, liquidated and terminated only pursuant to the provisions of this Article 19, and the Members hereby irrevocably and unconditionally waive any and all other rights they may have to cause a dissolution of the Company or a sale or partition of any or all of the Company Entity Assets.

19.2 Exclusive Causes. Notwithstanding the Act, the following and only the following events will operate to cause the Company to be dissolved, liquidated and terminated by virtue of the occurrence thereof:

(a) the unanimous consent of all Members to dissolve, liquidate and terminate the Company (or to take action that would otherwise cause the dissolution, liquidation or termination of the Company);

(b) the Board’s determination by Board Approval to dissolve, liquidate and terminate the Company;

(c) the entry of a decree of judicial dissolution pursuant to Section 18-802 of the Act; provided, that, notwithstanding anything to the contrary herein, each Member shall not make an application for the dissolution of the Company pursuant to Section 18-802 of the Act without the unanimous consent of all Members and any such purported application will be null and void ab initio; or

(d) any time there are no Members, unless the Company is continued in accordance with the Act.

Any dissolution, liquidation or termination of the Company other than as provided in this Section 19.2 will be in contravention of the terms hereof.

19.3 Effect of Dissolution. The dissolution of the Company will be effective on the day on which the event giving rise to such dissolution occurs, but, to the extent provided in the Act, the Company will remain in existence for the purposes of and until it has been wound up and the Company Assets have been distributed as provided in Section 19.5. Notwithstanding the dissolution of the Company, prior to the termination of the Company, the business of the Company and the affairs of the Members, as such, will continue to be governed hereby.

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19.4 No Capital Contribution upon Dissolution. Each Member is entitled to look solely to the Company Assets for all distributions with respect to the Company, its Capital Contribution, its Capital Account and its share of Net Profits or Net Losses, and such Member will not have recourse therefor (upon dissolution or otherwise) against any other Member. Accordingly, if any Member has a deficit balance in its Capital Account (after giving effect to all contributions, distributions and allocations for all taxable years, including the year during which the liquidation occurs), then such Member will have no obligation to make any Capital Contribution with respect to such deficit, and such deficit is not to be considered a debt owed to the Company or to any other Person for any purpose whatsoever.

19.5 Liquidation.

(a) Upon the dissolution of the Company, the Board will act as liquidator or may appoint one or more other Persons as liquidators (as the case may be, the “Liquidators”). The Liquidators shall proceed diligently to wind up the affairs of the Company and make final distributions as provided herein and in the Act. The Company shall bear the costs of liquidation as an expense. Until final distribution of the Company Assets, the Liquidators will be empowered to and shall continue to operate the Company Assets with all of the power and authority of the Board.

(b) The Company is to be liquidated as follows:

(i) The Liquidators shall pay, satisfy or discharge from the Company’s funds all of the debts, liabilities and obligations of the Company (including all expenses incurred in liquidation) or otherwise make adequate provision for payment and discharge thereof (including the establishment of a cash fund for contingent liabilities in such amount and for such term as the Liquidators may reasonably determine).

(ii) As promptly as practicable after dissolution, the Liquidators must (A) determine the Fair Market Value (the “Liquidation FMV”) of the remaining Company Assets at such time (the “Liquidation Assets”), (B) determine the amounts to be distributed to each Member in accordance with Section 11.3, and (C) deliver to each Member a statement (the “Liquidation Statement”), which will be final and binding upon the Members, setting forth the Liquidation FMV and the amounts to be distributed in accordance with Section 11.3 and recipients of such distributions.

(iii) Promptly after the Liquidators have delivered the Liquidation Statement pursuant to and in accordance with Section 19.5(b)(ii), the Liquidators must promptly distribute the Liquidation Assets to the Members in accordance with Section 11.3.

(iv) In making such distributions, the Liquidators shall allocate each type of Liquidation Assets among the Members ratably based upon the aggregate amounts to be distributed with respect to the Units held by each such Member; provided, that the Liquidators may allocate each type of Liquidation Asset so as to give effect to and take into account the relative priorities of the different Units, if applicable. Any non-cash Liquidation Assets must first be written up or down to their Fair Market Value, and the Net Profit or Net Loss created thereby (if any) is to be allocated in accordance with Article 10. If, after making such allocations, any Member’s Capital Account is not equal to the amount to be distributed to such Member pursuant to Section 19.5(b)(iii), then the Net Profits and Net Losses for the Fiscal Year in which the Company is dissolved are to be allocated among the Members in such a manner as to cause, to the extent possible, each Member’s Capital Account to be equal to the amount to be distributed to such Member pursuant to Section 19.5(b)(iii).

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(v) The distribution of Liquidation Assets to a Member in accordance with the provisions of this Section 19.5(b) will constitute a complete return to the Member of its Capital Contributions and a complete distribution to the Member of its interest in the Company and all of the Company Assets and will constitute a compromise to which all Members hereby consent within the meaning of the Act. A Member will have no claim against any other Member in respect of funds that it has returned to the Company.

19.6 Deferral; Distribution in Kind. Notwithstanding Section 19.5(a), if the Liquidator reasonably determines that an immediate sale of all or any portion of the Liquidation Assets would cause undue loss to the Members, then the Liquidator, in order to avoid such loss to the extent not then prohibited by the Act, may either defer liquidation of and withhold from distribution for a reasonable time any Liquidation Assets, except those necessary to satisfy the Company’s debts and obligations, or distribute the Liquidation Assets to the Members in kind.

ARTICLE 20

MISCELLANEOUS

20.1 Notices (PSI Parent). To be valid for purposes hereof, any notice, request, demand, waiver, consent, approval or other communication (any of the foregoing, a “Notice”) that is required or permitted hereunder must be in writing. A Notice will be deemed given only as follows: (i) on the date established by the sender as having been delivered personally; (ii) on the date delivered by a reputable overnight courier as established by the sender by evidence obtained from the courier; (iii) on the date sent by facsimile, with confirmation of transmission, if sent during normal business hours of the recipient (and, if not sent during normal business hours of the recipient, then on the next Business Day); or (iv) on the fifth Business Day after the date mailed, by certified or registered mail, return receipt requested, international postage prepaid. Subject to Sections 7.5(d) and 8.9(d), to be valid for purposes hereof, a Notice must be delivered as follows:

(a) If sent to a Member, to the address or facsimile, as the case may be, set forth in the Member Schedule, together with a copy of such Notice delivered to the recipient indentified immediately below such Member’s address (if any) at such recipient’s specified address or facsimile;

(b) If sent to the Company, to the following address or facsimile, as the case may be:

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Phusion Laboratories, LLC

621 N. Shady Retreat Road

Doylestown, PA 18901

Facsimile: (215) 345-5920

With a copy (the delivery of which, by itself, will not constitute a valid Notice to the Company) to:

Phosphagenics Ltd.

11 Duerdin Street, Clayton

Victoria, Australia 3168

Attention: Harry Rosen

Facsimile: 61-3-9565 1151

The Quigley Corporation

621 N. Shady Retreat Road

Doylestown, PA 18901

Attention: Ted Karkus

Facsimile: (215) 345-5920

Reed Smith LLP

599 Lexington Avenue

New York, NY 10022

Attention: Herbert F. Kozlov, Esq.

Facsimile: (212) 521-5450

Phosphagenics Ltd.

11 Duerdin Street, Clayton

Victoria, Australia 3168

Attention: Harry Rosen

Facsimile: 61-3-9565 1151

Alternatively, a valid Notice may be delivered to such other address or to the attention of such Person or Persons as the recipient Party has specified by prior written notice (in accordance with this Section 20.1) to the sending Party (or, in the case of counsel, to such other readily ascertainable business address as such counsel may hereafter maintain). If more than one method for sending Notice as set forth above is used, the earliest notice date established as set forth above will control for purposes of determining when such Notice is deemed to have been given.

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20.2 Guaranty (PSI Parent).

(a) PSI Parent (i) hereby fully, unconditionally, irrevocably and absolutely guarantees each obligation of PSI hereunder (such obligations, collectively, the “PSI Obligations”), (ii) shall cause PSI fully to comply with, to observe and to perform each of the PSI Obligations and (iii) shall provide any and all funds and take such action as may be necessary to enable and to cause PSI to fully to comply with, to observe and to perform, and shall refrain from taking any action that would prevent PSI from fully complying with, observing or performing, each of the PSI Obligations. The guaranty provided pursuant to this Section 20.2(a) (the “Guaranty”) will extend to performance of the PSI Obligations by any subsequent holder of PSI Units and will inure to the benefit of any Person to which Quigley Units are transferred in accordance with the term hereof. The Guaranty is a full, unconditional, irrevocable, absolute and continuing guarantee of performance.

(b) Quigley hereby has a direct right of enforcement against PSI Parent for PSI’s failure to comply in any respect with any of the PSI Obligations. The right of Quigley to enforce the Guaranty fully against PSI Parent will in no way be impaired or diminished by any enforcement of rights under any other Contract.

(c) PSI Parent acknowledges that, by virtue of the Guaranty, PSI Parent specifically assumes any and all risks that a bankruptcy, reorganization case or similar proceeding of PSI may have with respect to PSI’s ability to comply with, to observe or to perform the PSI Obligations and that no modification of the PSI Obligations in connection with any such bankruptcy, reorganization case or similar proceeding will operate to affect the obligation of PSI Parent under the Guaranty with respect to the PSI Obligations as currently contemplated hereby.

(d) In addition to all other amounts payable by the PSI Parent hereunder, PSI Parent hereby agrees to pay to Quigley upon demand any and all Losses that Quigley incurs in any Suit to enforce the obligations of PSI Parent under the Guaranty (to the extent that Quigley is successful in any such Suit).

(e) PSI Parent is party hereto for purposes of those provisions with captions including the following text: “(PSI Parent)”.

20.3 Pre-Initial Public Offering Transaction (PSI Parent).

(a) Subject to any approvals required under any mandatory provisions of the Act, if at any time the Board approves (with the requisite approval required hereunder) a Pre-Initial Public Offering Transaction, then each Member shall take such steps to effect such Pre-Initial Public Offering Transaction as may be reasonably requested by the Board, including transferring or tendering such Member’s Units to a Newco in exchange or consideration for shares of equity Securities of such Newco (such equity Securities, “Newco Shares”), as determined by the Board.

(b) The Newco Shares that a Member receives in connection with the applicable Pre-Initial Public Offering Transaction will be subject to (i) the restrictions on Transfer under Article 14 (subject to the termination of such restrictions as provided in Section 14.4), (ii) applicable restrictions under federal and state securities laws and (iii) any restrictions set forth in the agreements or other instruments relating to the applicable Initial Public Offering and/or such Pre-Initial Public Offering Transaction.

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(c) In connection with a Pre-Initial Public Offering Transaction, the Board shall, in good faith, determine the Fair Market Value of the Company Assets and/or Units transferred, the aggregate Fair Market Value of Newco and the number of Newco Shares to be issued to each Member in exchange or consideration therefor in a manner consistent with Section 19.5(b). Neither the engagement of any appraisers nor any determination of value will affect the right of the Board to terminate any Pre-Initial Public Offering Transaction, which the Board may do at any time in its sole discretion.

20.4 Amendments (PSI Parent).

(a) This Agreement may be amended if, and only if, such amendment is in writing and is signed by the Company, each Initial Member (if such Initial Member is a Member at the time of such proposed amendment), each Permitted Transferee to which an Initial Member has Transferred Units (if such Permitted Transferee is a Member at the time of such proposed amendment), and the holders of a majority of all Units issued and outstanding, and any such amendment will be binding upon all of the Members; provided, however, that, if such amendment would (i) disproportionately affect one or more classes and/or series of Units in a materially adverse manner, then such amendment will be valid only if the holders of a majority of the Units of each such class and series agrees in writing thereto or (ii) otherwise disproportionately affect one or more Members in a materially adverse manner, then such amendment will be valid only if each such Member agrees in writing thereto.

(b) Other than with respect to amendments to the Member Schedule, the Company shall distribute to all Members any amendment hereof that has been effected in accordance with the terms hereof. The Company shall from time to time, at the direction and discretion of the Board, distribute updated versions of the Member Schedule to all of the Members, and the Company shall provide a complete and accurate Member Schedule to any Member upon the written request of such Member.

20.5 Waivers (PSI Parent). Any Party may waive any right, power or privilege hereunder, but no such waiver will be binding against any other Party. No such waiver will be enforceable against such Party unless such waiver was effected pursuant to a written instrument signed by such Party. The waiver by any Party of any right, power or privilege hereunder arising because of any breach, default or misrepresentation under or with respect to a provision hereof, whether intentional or not, will not thereby extend (and will not be deemed to thereby extend) to any right, power or privilege hereunder arising because of any prior or subsequent breach, default or misrepresentation, respectively, and will not affect in any way any rights, powers or privileges arising by virtue of any such prior or subsequent occurrence. No failure or delay by any Party in exercising any right, power or privilege hereunder will operate as a waiver thereof, nor will any single or partial exercise thereof preclude any other or further exercise thereof or the exercise of any other right, power or privilege.

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20.6 Successors and Assigns (PSI Parent). Except as expressly provided herein, this Agreement may not be assigned by any Party without the prior written consent of each other Party. This Agreement will be binding upon the Parties and their respective successors and assigns and will inure to the benefit of the Parties and their respective successors and permitted assigns.

20.7 Governing Law (PSI Parent). This Agreement is governed by, and is to be interpreted and enforced in accordance with, the internal Laws of the State of Delaware applicable to contracts entered into and performed entirely within the State of Delaware, without giving effect to any choice of Law or conflict of Laws rules or provisions (whether of the State of Delaware or any other jurisdiction) that would cause the application of the Laws of any jurisdiction other than the State of Delaware.

20.8 Dispute Resolution and Arbitration (PSI Parent). If any dispute arises between or among the Parties regarding or relating to this Agreement, then, IN LIEU OF LITIGATION AND A TRIAL BY JURY, the Parties hereby consent to and shall resolve such dispute through mandatory arbitration under the Commercial Rules of the American Arbitration Association, before a single arbitrator in New York, New York. The Parties hereby consent to the entry of judgment upon an award being rendered by the arbitrator in any court of competent jurisdiction. Notwithstanding the foregoing, if adequate grounds exist for seeking immediate injunctive or immediate equitable relief, any Party may seek and obtain such relief; provided, that, upon obtaining such relief, such injunctive or equitable action will be stayed pending the resolution of the arbitration proceedings called for herein. The Parties hereby consent to the exclusive jurisdiction in the state and Federal courts located in the City of New York, County of New York and State of New York for purposes of seeking such injunctive or equitable relief as set forth above. Except as otherwise provided herein, each party to any arbitration contemplated hereby shall bear its own costs; provided, however, that any fees assessed by the American Arbitration Association shall be allocated equally between the entities who are parties to such arbitration. PSI Parent hereby consents to being bound by this Section 20.8 and, if any dispute arises involving PSI or PSI Parent, each of PSI and PSI Parent (a) is hereby bound by the determination of the decision of the arbitrator in the arbitration with respect to such dispute, (b) is entitled to participate in such arbitration and may be made a party to such arbitration, and (c) will not be entitled to and shall not institute or seek to institute a separate arbitration with respect to such dispute. Service of process upon any Party may be made in the same manner as Notice may be duly provided pursuant to Section 20.1.

20.9 Counterparts (PSI Parent). This Agreement may be executed in multiple counterparts, and any Party may execute any such counterpart, each of which when executed and delivered will thereby be deemed to be an original and all of which taken together will constitute one and the same instrument. The delivery of this Agreement may be effected by means of an exchange of facsimile or portable document format (.pdf) signatures.

20.10 Effectiveness (PSI Parent). This Agreement will become effective as of the Effective Date when each Party has duly executed this Agreement and duly delivered this Agreement to each other Party; provided, however, that neither PSI nor PSI Parent is required to deliver this Agreement to the other in order for this Agreement to be so effective.

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20.11 No Third-Party Beneficiaries (PSI Parent). Except as provided in Article 17, no provision hereof is intended to confer, will not confer and will not be deemed to confer upon any Person other than the Parties, their respective successors and their respective permitted assigns any rights or remedies hereunder.

20.12 Entire Agreement (PSI Parent). This Agreement, all documents delivered in connection with a Member’s admission to the Company as a Member, all documents delivered by a Party pursuant to the terms hereof and (with respect to the Persons that are party to the Related Agreements) the Related Agreements, (a) set forth the entire understanding of the Parties with respect to the subject matter hereof and thereof the transactions contemplated hereby and thereby and (b) supersede any and all previous agreements and understandings between or among the Parties regarding the subject matter hereof or thereof, whether written or oral.

20.13 Captions (PSI Parent). All captions contained herein are for convenience of reference only, do not form a part hereof and are not to affect in any way the meaning or interpretation hereof.

20.14 Severability (PSI Parent). If any portion or provision hereof is to any extent declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, and the application of such portion or provision in circumstances other than those as to which it is so declared illegal or unenforceable, will not be affected thereby, and each portion and provision hereof will be valid and enforceable to the fullest extent permitted by Law.

20.15 Interpretation (PSI Parent). The Parties have participated jointly in the negotiation and drafting of this Agreement, and any rule of construction or interpretation otherwise requiring this Agreement to be construed or interpreted against any Party by virtue of the authorship of this Agreement is not to affect the construction and interpretation hereof.

20.16 Consent to Jurisdiction and Venue (PSI Parent). Each Party hereby irrevocably submits to the exclusive jurisdiction of, and venue in, any state or federal court located within City of New York in the state of New York for the purposes of any Suit arising out of this Agreement or any transaction contemplated hereby, and agrees to commence any such Suit only in such courts. Each Party further agrees that service of any process, summons, notice or document by U.S. registered mail to such Party’s respective address set forth herein will be effective service of process for any such Suit. Each Party hereby irrevocably and unconditionally waives any objection to the laying of venue of any Suit arising out of this Agreement or the transactions contemplated hereby in such courts, and hereby irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such Suit brought in any such court has been brought in an inconvenient forum.

20.17 Specific Performance (PSI Parent). Each Party acknowledges that the rights of each other Party contemplated hereby are special, unique and of extraordinary character and that, if a Party violates or fails and refuses to perform any covenant made by it herein, then each other Party may be without an adequate remedy at law. If a Party violates or fails and refuses to perform any covenant that it makes hereunder, each other Party may (except to the extent the satisfaction of such covenant been has been waived by such other Party in accordance with the terms hereof), in addition to any remedies for damages or other relief, institute and prosecute an action in any court of competent jurisdiction (subject to Section 20.16) to enforce specific performance of such covenant or seek any other equitable relief. This Section 20.16 is subject to Section 20.8.

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20.18 Further Assurances (PSI Parent). Each Party shall, without further consideration, prepare, execute, acknowledge, file, record, publish and deliver such other instruments, documents and statements, and take such other action as may be required by Law or reasonably necessary to effectively carry out the purposes hereof.

20.19 Signed Writings (PSI Parent). Emails, including emails that bear an electronic “signature block” identifying the sender, do not constitute signed writings for purposes hereof.

20.20 Business Days (PSI Parent). If any date by which an action is to be taken, or by which a notice is to be provided, hereunder falls on a day other than a Business Day, then such date is to be deemed to refer to the first Business Day following such date.

20.21 Access to Counsel (PSI Parent). Each Member acknowledges that it has had adequate opportunity to engage its own legal counsel in connection with its entry into this Agreement.

20.22 Employment (PSI Parent). Nothing herein (a) creates an employer-employee relationship between any Company Entity, on the one hand, and any Member or Affiliate of any Member, on the other, (b) obligates any Company Entity to employ any Member or any Affiliate of any Member or (c) prohibits or restricts any Company Entity from terminating, at any time or for any reason, the employment of any employee that is a Member or an Affiliate of a Member.

20.23 Indemnification Against Certain Claims (PSI Parent). Each Party (such Party, the “Indemnifying Party”) shall indemnify each other Party (each such other Party, an “Indemnified Party”) against any and all liabilities, losses, damages, costs and expenses (including attorneys’ and other experts’ fees and other legal costs, including those related to any appeal, and costs of any investigation) if such Indemnified Party is subjected to or becomes involved in any Suits arising from or relating to the assertion of claims by any Affiliate or shareholder of the Indemnifying Party relating to the grant of the license covered by the License Agreement, entering into this Agreement or the payment of the license fee under the License Agreement or of any amounts hereunder.

20.24 Reimbursement of Certain Expenses (PSI Parent). On or promptly after the Effective Date, the Company shall reimburse Quigley for the costs charged by Reed Smith LLP that Quigley incurred in connection with the Company’s formation and the execution and delivery of this Agreement and the other documents entered into in connection herewith; provided, however, that the Company is not required to so reimburse Quigley pursuant to this Section 20.24 for more than $75,000 in such costs.

20.25 Controlling Provisions (PSI Parent). To the extent that the terms of the License Agreement conflict with the terms hereof, the terms of the License Agreement control.

[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

PHUSION LABORATORIES, LLC

By:	/s/ Ted Karkus
	Name: Ted Karkus
	Title: Co-Chief Executive Officer

PHOSPHAGENICS LTD.,
	for the purposes set forth in the preamble (including Section 20.2)

By:	/s/ Fred Banti
	Name: Fred Banti
	Title: Senior Vice President and Chief Business Officer

Exhibit A

Member	Address	Initial Capital Contributions			Number of Units
The Quigley Corporation	621 N. Shady Retreat Road	$	[4,500,000	]	1,000 Units
	Doylestown, PA 18901
	Attention: Ted Karkus
	Facsimile: (215) 345-5920
	Email: Karkus@Quigleyco.com

	With a copy to:

	Reed Smith LLP
	599 Lexington Avenue
	New York, NY 10022
	Attention: Herbert F. Kozlov, Esq.
	Facsimile: (212) 521-5450
	Email: HKozlov@reedsmith.com

Phosphagenics Inc.	c/o Phosphagenics Ltd.	$	0		1,000 Units
	11 Duerdin Street, Clayton
	Victoria, Australia 3168
	Attention: Harry Rosen
	Facsimile: +61-3-9565 1151
	Email: hrosen@phosphagenics.com

Exhibit B

Initial Managers

Quigley Designated Managers

Ted Karkus

Robert Cuddihy

PSI Designated Managers

Harry Rosen

Fred Banti

Exhibit C

List of Certain Compounds

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

		Page

ARTICLE 1 DEFINITIONS AND CONSTRUCTION		1
1.1	Definitions (PSI Parent)	1
1.2	Construction (PSI Parent)	17
ARTICLE 2 GENERAL		18
2.1	Formation of the Company	18
2.2	Name	18
2.3	Purpose and Powers	18
2.4	Principal Place of Business	18
2.5	Term of the Company	18
2.6	Statutory Compliance	18
2.7	Nature of Agreement	19
ARTICLE 3 ANNUAL PLANS		19
3.1	Adoption of Annual Plans (PSI Parent)	19
3.2	Amendments to Annual Plans (PSI Parent)	19
3.3	Company Operations (PSI Parent)	19
ARTICLE 4 COMMERCIALIZATION OF PRODUCTS		19
4.1	Selection of OTC Drugs and Product Class for Commercialization (PSI Parent)	19
4.2	Obligations of PSI and PSI Parent in Connection with the Commercialization of Approved Products (PSI Parent)	21
4.3	Quigley’s Obligations in Connection with the Commercialization of Developed Products (PSI Parent)	22
4.4	Reputation of Products (PSI Parent). The Parties shall cooperate to establish and maintain the reputation of Developed Products	22
4.5	Funding (PSI Parent)	22
4.6	Reimbursement of Expenses (PSI Parent)	23
4.7	Cap on Quigley Funding Obligations (PSI Parent)	24
4.8	Intellectual Property Ownership	24
ARTICLE 5 ADMISSION OF MEMBERS AND CAPITAL ACCOUNTS		24
5.1	Initial Members and Initial Capital Contributions (PSI Parent)	24
5.2	Units	24
5.3	Capital Accounts	24
ARTICLE 6 ADDITIONAL CAPITAL, CONTRIBUTIONS, RETURN OF CAPITAL CONTRIBUTIONS AND MEMBER LOANS		26
6.1	Additional Capital Contributions	26
6.2	Return of Member Capital Contributions	26
6.3	Member Loans	26
6.4	No Liability of Member for Debts and Obligations of the Company	27
6.5	Registered Owner	27
ARTICLE 7 MEMBERS		27
7.1	No Management By Members	27
7.2	Limited Liability	27
7.3	Admission of Members	27

7.4	Withdrawal or Resignation	28
7.5	Meetings	28
7.6	Action by the Members	29
ARTICLE 8 BOARD OF MANAGERS		31
8.1	Establishment of Board	31
8.2	Powers	31
8.3	Qualifications, Number and Appointment	31
8.4	Term	32
8.5	Removal	32
8.6	Resignation	32
8.7	Vacancies	32
8.8	Chairman; Vice Chairman	32
8.9	Meetings	33
8.10	Action by the Board	34
8.11	Compensation	35
8.12	Committees	35
ARTICLE 9 OFFICERS		35
9.1	Qualifications and Appointment	35
9.2	Authority of Officers	35
9.3	Removal, Resignation and Filling of Vacancy of Officers	36
9.4	Compensation of Officers	37
ARTICLE 10 ALLOCATIONS		37
10.1	Allocations of Net Profits and Net Losses	37
10.2	Special Allocations	37
10.3	Other Allocation Rules	39
10.4	Tax Allocations; Code Section 704(c) Allocations	40
ARTICLE 11 DISTRIBUTIONS		40
11.1	Determination of Net Cash Proceeds	40
11.2	Tax Distributions	41
11.3	Distributions Other than Upon a Sale of the Company	41
11.4	Distributions Upon a Sale of the Company	41
11.5	Distributions and Forfeiture of Units in Connection with a Liquidity Event	42
11.6	Withholding	42
ARTICLE 12 BOOKS, RECORDS AND REPORTS		42
12.1	Reporting and Accounting	42
12.2	Delivery of Information	42
ARTICLE 13 TAX MATTERS		43
13.1	Tax Matters Member	43
13.2	Tax Returns	43
13.3	Partnership Status for Income Tax Purposes	43
ARTICLE 14 TRANSFER OF UNITS		43
14.1	Restriction on Transfers (PSI Parent)	44
14.2	Permitted Transfers (PSI Parent)	44
14.3	Certain Prohibited Transfers (PSI Parent)	44
14.4	Termination of Restrictions (PSI Parent)	45
14.5	Rights of Assignees (PSI Parent)	45

14.6	Admission of Assignees as Members (PSI Parent)	45
14.7	Withdrawal of Members Upon Admission of Assignee (PSI Parent)	46
14.8	Incapacity of Member (PSI Parent)	46
14.9	Death of a Member (PSI Parent)	46
ARTICLE 15 RIGHT OF FIRST REFUSAL		46
15.1	Notice of Proposed Sale	47
15.2	Exercise of Right of First Refusal	47
15.3	Payment; Closing	48
15.4	Selling Member’s Right to Sell	48
15.5	Termination of Rights of First Refusal	49
ARTICLE 16 TAG-ALONG RIGHTS		49
16.1	Right to Participate in Proposed Sale	49
16.2	Exercise of Tag-Along Right	49
16.3	Payment; Closing	49
16.4	Selling Member’s Right to Sell	50
16.5	Termination of Tag-Along Rights	50
ARTICLE 17 STANDARDS OF CONDUCT, EXCULPATION, INDEMNIFICATION AND INSURANCE		51
17.1	Standards of Conduct (PSI Parent)	51
17.2	Liability (PSI Parent)	51
17.3	Exculpation (PSI Parent)	52
17.4	Indemnification (PSI Parent)	52
17.5	Expenses (PSI Parent)	53
17.6	Insurance (PSI Parent)	53
17.7	Third-Party Beneficiary Status (PSI Parent)	53
ARTICLE 18 CONFIDENTIALITY		53
18.1	Confidentiality Obligations (PSI Parent)	53
18.2	Certain Limitations on Confidentiality Obligations (PSI Parent)	54
18.3	Term (PSI Parent)	55
ARTICLE 19 DISSOLUTION AND LIQUIDATION		55
19.1	Limitations	55
19.2	Exclusive Causes	55
19.3	Effect of Dissolution	55
19.4	No Capital Contribution upon Dissolution	56
19.5	Liquidation	56
19.6	Deferral; Distribution in Kind	57
ARTICLE 20 MISCELLANEOUS		57
20.1	Notices (PSI Parent)	57
20.2	Guaranty (PSI Parent)	59
20.3	Pre-Initial Public Offering Transaction (PSI Parent)	59
20.4	Amendments (PSI Parent)	60
20.5	Waivers (PSI Parent)	60
20.6	Successors and Assigns (PSI Parent)	61
20.7	Governing Law (PSI Parent)	61
20.8	Dispute Resolution and Arbitration (PSI Parent)	61
20.9	Counterparts (PSI Parent)	61

20.10	Effectiveness (PSI Parent)	61
20.11	No Third-Party Beneficiaries (PSI Parent)	62
20.12	Entire Agreement (PSI Parent)	62
20.13	Captions (PSI Parent)	62
20.14	Severability (PSI Parent)	62
20.15	Interpretation (PSI Parent)	62
20.16	Consent to Jurisdiction and Venue (PSI Parent)	62
20.17	Specific Performance (PSI Parent)	62
20.18	Further Assurances (PSI Parent)	63
20.19	Signed Writings (PSI Parent)	63
20.20	Business Days (PSI Parent)	63
20.21	Access to Counsel (PSI Parent)	63
20.22	Employment (PSI Parent)	63
20.23	Indemnification Against Certain Claims (PSI Parent)	63
20.24	Reimbursement of Certain Expenses (PSI Parent)	63
20.25	Controlling Provisions (PSI Parent)	63

Exhibit A:	Member Schedule
Exhibit B:	Initial Managers
Exhibit C:	List of Certain Compounds