Attached files
| file | filename |
|---|---|
| 10-K - ProPhase Labs, Inc. | v178276_10k.htm |
| EX-31.2 - ProPhase Labs, Inc. | v178276_ex31-2.htm |
| EX-23.1 - ProPhase Labs, Inc. | v178276_ex23-1.htm |
| EX-32.2 - ProPhase Labs, Inc. | v178276_ex32-2.htm |
| EX-31.1 - ProPhase Labs, Inc. | v178276_ex31-1.htm |
| EX-21.1 - ProPhase Labs, Inc. | v178276_ex21-1.htm |
| EX-32.1 - ProPhase Labs, Inc. | v178276_ex32-1.htm |
| EX-10.15 - ProPhase Labs, Inc. | v178276_ex10-15.htm |
| EX-10.11 - ProPhase Labs, Inc. | v178276_ex10-11.htm |
| EX-10.14 - ProPhase Labs, Inc. | v178276_ex10-14.htm |
| EX-10.13 - ProPhase Labs, Inc. | v178276_ex10-13.htm |
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:
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1.
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Contribution of
Cash. On the Effective Date, Quigley shall contribute the
Contributed Cash to the Company as a capital
contribution.
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2.
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Assignment and
Assumption; Contribution of
License.
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(a)
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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).
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(b)
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The
Assignment and Assumption constitutes a capital contribution to the
Company by Quigley.
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- 1
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(c)
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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).
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(d)
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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.
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3.
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Miscellaneous.
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(a)
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Amendments. Any
provision of this Agreement may be amended if, and only if, such amendment
is in writing and is signed by each
Party.
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(b)
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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).
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[Signature
page follows.]
- 2
-
The
Parties are signing this Agreement as of the Effective Date.
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THE
QUIGLEY CORPORATION
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By:
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/s/ Ted Karkus
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Name: Ted
Karkus
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Title: Chief
Executive Officer
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PHOSPHAGENICS
INC.
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By:
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/s/ Fred Banti
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Name: Fred
Banti
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Title: President
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PHOSPHAGENICS
LTD.
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By:
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/s/ Fred Banti
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Name: Fred
Banti
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Title:
Senior Vice President and Chief Business Officer
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PHUSION
LABORATORIES, LLC
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By:
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/s/ Ted Karkus
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Name: Ted
Karkus
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Title: Co-Chief
Executive Officer
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Signature
Page to Contribution Agreement
Exhibit A
License
Agreement
Exhibit B
Form of
LLC Agreement
Exhibit C
Form of
Amended and Restated License Agreement