Common use of ACCENTIA ASSUMPTION OF DEBT AND SECURITY AGREEMENT Clause in Contracts

ACCENTIA ASSUMPTION OF DEBT AND SECURITY AGREEMENT. THIS FIRST AMENDMENT TO ACCENTIA ASSUMPTION OF DEBT AND SECURITY AGREEMENT (this “Amendment”) is hereby executed as of this 9th day of February, 2005 by and between ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation, formerly named Accentia, Inc. (“Accentia”) and McKESSON CORPORATION, a Delaware corporation (“Secured Party” or “McKesson”), in order to amend that certain Accentia Assumption of Debt and Security Agreement dated as of December 31, 2003 (as modified or amended in writing, the “Assumption Agreement”), which was modified by (i) that certain letter agreement also dated as of December 31, 2003 and executed by and among Accentia, its affiliate Accent Rx, Inc. (“Accent Rx”), and by McKesson (the “2003 Letter Agreement”), (ii) by the “Biologics Distribution Agreement” described below, and (iii) by a letter agreement dated as of October 6, 2004 and signed in favor of McKesson by Accentia, Xxxxxxx X. X’Xxxxxxx, Xx., M.D., Xxxxxx X. Xxxx, M.D., Regent Court Technologies, Xxxxxxx Capital Group H, LLC, American Prescription Providers, Inc., American Prescription Providers of New York, Inc., and American Prescription Providers of Pennsylvania, Inc. (the “Interlineation Letter”). This Amendment is being executed by the parties hereto based upon following facts and understandings: