CONTRIBUTION AGREEMENT

This CONTRIBUTION AGREEMENT (“ Agreement ”) is entered into as of July 30, 2009 (the “Effective Date”), by and among QN Diagnostics, LLC , a Delaware limited liability company (“Company”), QuantRx Biomedical Corporation , a Nevada corporation (“QuantRx”), and NuRx Pharmaceuticals, Inc. , a Nevada corporation (“NuRx”), with reference to the following facts:

WHEREAS , QuantRx has developed and/or is developing the Lateral Flow Strip, the A-Reader and the Q-Reader (each as defined below).

WHEREAS , Company desires to obtain from QuantRx and QuantRx desires to grant, sell, convey, transfer, assign, release and deliver to Company, on the terms and subject to the conditions of this Agreement, all its such rights, interests and property relating to the Lateral Flow Strip, the A-Reader and the Q-Reader (collectively, the “Lateral Flow Products”).

WHEREAS , pursuant to Section 5.1 of the LLC Agreement, dated as of the date hereof, by and between QuantRx and NuRx (the “LLC Agreement”), and as part of the QuantRx Initial Contribution (as defined in the LLC Agreement), QuantRx wishes to contribute the Lateral Flow Products to the Company in exchange for which QuantRx shall become a Member (as defined in the LLC Agreement) of the Company and shall receive the Membership Interest (as defined in the LLC Agreement) in the Company specified in Section 5.3 of the LLC Agreement.

WHEREAS , NuRx is the owner of a fifty percent interest in the Company, and is interested in and benefits from the transactions described in this Agreement.

NOW, THEREFORE , in consideration of the foregoing premises and the representations, warranties, covenants and agreements contained below, the parties agree as follows:

1.1            Contribution .

 (a)           On the Closing Date (as defined in Article 7 below), QuantRx agrees to sell, transfer, assign and deliver to Company and Company agrees to purchase, accept and acquire from QuantRx, free and clear of all Encumbrances (as defined in Section 2.3), all of QuantRx’s right, title and interest in and to the assets (the “Intellectual Property Assets”) of QuantRx described in Exhibit A-1 attached hereto and incorporated herein by this reference.  On the Closing Date, in addition to any other documents required hereunder, QuantRx shall execute and deliver to Company:  (i)  the General Conveyance and Assignment in the form attached hereto as Exhibit B (“General Conveyance”), (ii) the Development and Services Agreement in the form attached hereto as Exhibit C (the “Development Agreement”), (iii) the Patent Assignment in the form attached hereto as Exhibit D (“Patent Assignment”), (iv) the Trademark Assignment in the form attached hereto as Exhibit E , (“Trademark Assignment”), and (v) the Non-Competition Agreement in the form attached hereto as Exhibit F (“Non-Competition Agreement”).  In addition, on the Closing Date, QuantRx shall simultaneously take all additional steps and execute all additional documents and instruments as may be reasonably necessary to put Company in possession and complete operating control of the Assets and to transfer all of QuantRx’s right, title and interest in and to the Intellectual Property Assets to Company.  The documents and instruments that QuantRx is required to deliver to Company under this Section 1.1 shall be the “Conveyance Documents.”

 (b)           In addition, upon the request of the JV Board (as defined in the LLC Agreement), QuantRx agrees to sell, transfer, assign and deliver to Company and Company agrees to purchase, accept and acquire from QuantRx, free and clear of all Encumbrances (as defined in Section 2.3), all of QuantRx’s right, title and interest in and to the assets (the “Tangible Assets,” and together with the Intellectual Property Assets, the “Assets”) of QuantRx described in Exhibit A-2 attached hereto and incorporated herein by this reference.  At the time of such contribution, QuantRx shall execute and deliver the General Conveyance in the form attached hereto as Exhibit B .

1.2            Effect of Contribution .  In exchange for QuantRx Initial Contribution (as defined in the LLC Agreement), (i) QuantRx shall become a Member in the Company pursuant to the terms of the LLC Agreement, (ii) QuantRx will receive the Membership Interest set forth in Section 5.3 of the LLC Agreement, and (iii) the Capital Account (as defined in the LLC Agreement) of QuantRx will be credited in accordance with Section 5.1 of the LLC Agreement.

1.3            Tax Consequences .  The parties agree that the transfer of Assets to the Company in exchange for a 50% percentage interest in the Company is to occur, with respect to the Intellectual Property Assets, as of the Effective Date, and with respect to the Tangible Assets, as of such date to be determined by the JV Board, and is intended by the parties to this Agreement to comply with the provisions of Internal Revenue Code Section 721(a).

1.4            Assumed Liabilities .  Upon the terms and subject to the conditions set forth in this Agreement, the Company, by executing and delivering this Agreement, assumes, and agrees to pay, perform and discharge when due, any and all of the liabilities and obligations, regardless of amount, character or description, or whether accrued, contingent, determined, undetermined or otherwise, of QuantRx to the extent relating to the Intellectual Property Assets that arise after the Closing Date, except to the extent that such liabilities or obligations (a) arise from or relate to events, facts or circumstances for which QuantRx would have an indemnification obligation under Section 6.1(a)(i) or (b) are expressly retained by QuantRx under this Agreement.  By way of clarification and not of limitation of the foregoing, the Company hereby assumes the obligation of QuantRx under the Asset Purchase Agreement, dated as of the date hereof, by and between PRIA Diagnostics, LLC and QuantRx (the “PRIA Agreement”), to make, and hereby agrees to make, all of the Milestone Payments (as such term is defined in the PRIA Agreement) and payments of Royalties (as such term is defined in the PRIA Agreement) as and when such payments become due under the PRIA Agreement.  The Company shall not assume and shall not be responsible for, and QuantRx shall retain and be responsible for the issuance of the Milestone Shares (as such term is defined in the PRIA Agreement) on behalf of Company (the “ QuantRx Assumed Liabilities ”) and in no event shall NuRx or the Company be responsible for the QuantRx Assumed Liabilities.

For purposes of this Article 2, “Knowledge,” “Known” or similar terms mean the knowledge of the officers and directors of QuantRx, and any employees of QuantRx who have knowledge of or responsibility for the subject matter of the applicable representation and warranty.  Except as set forth in the Disclosure Schedule (the “Disclosure Schedule”), QuantRx hereby represents and warrants to Company as follows:

2.1            Corporate Organization .  QuantRx is a corporation duly organized, validly existing and in good standing under the laws of the State of Nevada.

2.2            Authorization .  The execution, delivery and performance by QuantRx of this Agreement, and all documents and instruments contemplated hereby, referenced herein or executed in connection herewith (collectively, the “Related Documents”), and the consummation by QuantRx of the transactions contemplated hereby and therein, have been duly authorized and approved by all necessary corporate proceedings of QuantRx.  This Agreement and each of the Related Documents have been duly executed and delivered by QuantRx, and each constitutes a legal, valid and binding agreement of QuantRx, enforceable against QuantRx in accordance with  its terms, except as limited by bankruptcy, insolvency or other laws of general application relating to the enforcement of creditors’ rights.

2.3            Title; Condition of Assets .  Except as otherwise provided for in Section 2.12, QuantRx has good and marketable title to all of the Assets, free and clear of all mortgages, liens (tax or otherwise), pledges, charges, leases, encumbrances, claims or restrictions of any kind or character (the “Encumbrances”).  The Assets conform and comply with all applicable laws, regulations and ordinances, and other than those Assets constituting inventory, and to QuantRx’s Knowledge without having conducted an independent review, the Assets are in good condition with no material defects, excepting normal wear and tear.  With respect to the inventory, at the time of the Closing, the components parts of such inventory are in good condition with no material defects, excepting normal wear and tear.

2.4            No Violation .  The execution, delivery and performance of this Agreement and the Related Documents by QuantRx will not (with notice and/or the lapse of time) result in a material breach or material violation of, or constitute a material default under, QuantRx’s Articles of Incorporation, Bylaws or any material agreement to which QuantRx is a party or by which QuantRx is bound, and will not, to the best of QuantRx’s Knowledge, be in violation of any statute, judgment, order, rule or regulation in effect at the Closing Date of any court or federal, state or other regulatory authority or governmental body having jurisdiction over QuantRx or the Assets.  QuantRx is not a party to, subject to or bound by any agreement or judgment, order, writ, injunction or decree of any court or federal, state or other regulatory or governmental body that prevents or impairs the consummation of the transactions contemplated by this Agreement or the Related Documents or the rights of the Company hereunder and thereunder.

2.5            Governmental Authorities .  QuantRx is not required to submit any notice, report or other filing to any governmental or regulatory authority, nor is any consent, approval or authorization of any governmental or regulatory authority required to be obtained in connection with the consummation of the transactions contemplated hereby or in the Related Documents.

2.6            Liabilities .  QuantRx and its officers, employees or agents have not employed any broker or finder or incurred any liability for any brokerage fees, commissions or finders’ fees in connection with the transactions contemplated hereby or the Related Documents.

2.7            Assets; Accounts Receivable; Purchase Orders .  The Assets include all intellectual property, inventory and all other property in which QuantRx has any right, title or interest with respect to the Lateral Flow Products.  The Assets include all the assets necessary to operate the Lateral Flow Products so that they can be developed, made, used, marketed, manufactured, produced and sold in the same manner as the Lateral Flow Products by QuantRx prior to the Closing.  There are no notes, debts or accounts receivable relating to the Lateral Flow Products as of the Closing.  All inventory and equipment relating to the Lateral Flow Products as of the Effective Date are QuantRx’s property and have been acquired or arisen in the ordinary course of business, have not been pledged as collateral, are not held by QuantRx on consignment from others and are being conveyed to Company pursuant to the General Conveyance.  All inventory and equipment relating to the Lateral Flow Products are listed in Schedule 2.7 of the Disclosure Schedule.  Except as set forth in the Disclosure Schedule, QuantRx has provided no express warranties or guarantees relating to the Lateral Flow Products.

2.8            Litigation .  There are no claims, actions, litigation, suits, proceedings or investigations pending or, to the Knowledge of QuantRx, threatened against or affecting any of the Assets, the Lateral Flow Products or the consummation of the transactions contemplated hereby or the Related Documents, at law or in equity or before or by any governmental or regulatory authority, agency or instrumentality or before any arbitrator of any kind, and, to the Knowledge of QuantRx, there is no valid basis for any such claim, action, litigation, suit, proceeding or investigation.  To the Knowledge of QuantRx, no governmental or regulatory authority, agency or instrumentality has at any time challenged or questioned the legal right of QuantRx to sell, market, make or use any Lateral Flow Products or relating to the Assets.

2.9            Contracts .  A true copy of each material agreement, instrument, commitment, contract or other obligation to which QuantRx is a party or is bound relating in any way to the Assets or the Lateral Flow Products or activities conducted related thereto, or to which the Assets are subject (collectively, the “Material Contracts”) has been provided to Company’s counsel prior to Closing and an accurate listing of same has been set forth in the Disclosure Schedule.  All Material Contracts are in full force and effect and are valid, binding and enforceable in accordance with their respective terms; to the Knowledge of QuantRx, all parties to such Material Contracts have complied with the provisions thereof; to the Knowledge of QuantRx, (a) no such party is in default under any of the terms thereof and (b) no event has occurred that (with the passage of time and/or the giving of notice) would constitute a default by any party under any provision thereof.  No consent, approval or authorization of any third party on the part of QuantRx under a Material Contract is required in connection with the consummation of the transactions contemplated hereunder.

2.10          Compliance with Law .  QuantRx is, in connection with the Lateral Flow Products and the ownership and use of the Assets, in material compliance with all applicable foreign, federal, state or local laws, statutes, rules, regulations, ordinances, codes, orders, licenses, franchises, permits, authorizations and concessions (collectively, “Regulations”).

2.11          Licenses .  The Disclosure Schedule contains a list of all approvals, authorizations, consents, licenses, franchises, orders and other permits of, and filings with, any governmental authority, whether foreign, federal, state or local (“Permits”), which are required in connection with the ownership, handling, use, sale or possession of the Assets, the noncompliance with which would have a material adverse effect on Company or the Assets.

2.12          Intangible Property Rights .  The Intellectual Property Assets constitute all of the issued patents, patent applications, inventions, trade secrets, trade names, trademarks, service marks, brandmarks, copyrights or registrations or applications therefor, and franchises owned by QuantRx with respect to the Lateral Flow Products.  To the Knowledge of QuantRx, the Intellectual Property Assets are not being infringed or violated by any other person or entity.  All Intellectual Property Assets, are, and upon the consummation of the transactions contemplated by this Agreement and the Related Documents will be, vested in Company, pursuant to the terms of this Agreement, free of any claims, liens, encumbrances or restrictions of whatever nature and QuantRx has not granted any license or right to the Intellectual Property Assets to any third party.  To the Knowledge of QuantRx, the Intellectual Property Assets do not infringe upon any patent or any proprietary rights, or intellectual property of any other person, firm, corporation or other entity.  The documents reflecting the Intellectual Property Assets are current and accurate and sufficient in detail and content to identify such Intellectual Property Assets.  Any employee or other person who, either alone or in concert with others, developed, invented, discovered, derived, programmed or designed any of the Intellectual Property Assets, or who has Knowledge of or access to material and proprietary information relating to the Intellectual Property Assets, has been put on notice that such Intellectual Property Assets are proprietary to QuantRx and are not to be divulged or misused and has executed a form of proprietary information and inventions agreement provided to and approved by Company.  To the Knowledge of QuantRx, the Intellectual Property Assets are presently valid and protectable and they have not been improperly used, divulged, or appropriated for the benefit of any past or present employees or other persons.

2.13          Tax Matters .  All taxes, including without limitation income, property, sales, use, franchise, added value, imposed by the United States or by any foreign country or by any state, municipality, subdivision or instrumentality of the United States or of any foreign country, or by any oth