ACCENTIA, INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • Florida
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of by and among ACCENTIA, INC., a Florida corporation, having its principal place of business located at 5310 Cypress Center Drive, Suite 101, Tampa, FL 33609 (the “Company”), and ( ).
FIRST AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • North Carolina
THIS FIRST AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into as of February 20, 2003, by and between TEAMM Pharmaceuticals, Inc., a Florida corporation (the “Company”), and Martin G. Baum, an individual resident of Wake County, North Carolina (the “Employee”).
EMPLOYMENT AGREEMENTEmployment Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • Florida
THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made and entered into effective as of January 1 2005, (the “Effective Date”), by and between Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”), and Frank O’Donnell, Jr., M.D., an individual residing in the State of Florida (the “Employee”).
ACCENTIA, INC. INCENTIVE STOCK OPTION AGREEMENTIncentive Stock Option Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • Florida
Accentia, Inc., a Florida corporation (the “Company”), hereby grants to the individual named below an option (the “Option Agreement”) to purchase certain shares of Series D Convertible Preferred Stock of the Company pursuant to the Accentia, Inc. 2003 Stock Option Plan, in the manner and subject to the provisions of this Option Agreement.
LOAN AGREEMENTLoan Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • Tennessee
THIS LOAN AGREEMENT (“Agreement”), dated as of the 9th day of August, 2002, is made and entered into on the terms and conditions hereinafter set forth, by and between TEAMM PHARMACEUTICALS, INC., a Delaware corporation (“Borrower”), and HARBINGER MEZZANINE PARTNERS, L.P., a Delaware limited partnership (“Lender”).
PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENTCooperative Research and Development Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • District of Columbia
This Cooperative Research and Development Agreement, hereinafter referred to as the “CRADA,” consists of this Cover Page, an attached Agreement, and various Appendices referenced in the Agreement. This Cover Page serves to identify the Parties to this CRADA:
ACCENTIA, INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • Florida
This Registration Rights Agreement (this “Agreement”) is made as of April 3, 2002, by and among Accentia, Inc., a Florida corporation (the “Company”), and Steven Arikian, M.D., John Doyle, Julian Casciano and Roman Casciano (the “Series B Stockholders”).
ACCENTIA, INC. NONQUALIFIED STOCK OPTION AGREEMENTNonqualified Stock Option Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • Florida
Accentia, Inc., a Florida corporation (the “Company”), hereby grants to the individual named below an option (the “Option Agreement”) to purchase certain shares of [Common Stock/Series D Convertible Preferred Stock] of the Company pursuant to the Accentia, Inc. 2003 Stock Option Plan, in the manner and subject to the provisions of this Option Agreement.
LICENSE AGREEMENT BETWEEN BIODELIVERY SCIENCES INTERNATIONAL, INC. AND ACCENTIA, INC.License Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • Delaware
This License Agreement (this “Agreement”) effective as of April 12, 2004, by and between BioDelivery Sciences International, Inc., a Delaware corporation, having its principal place of business at 185 South Orange Avenue, Administrative Building No. 4, Newark, NJ 07103 (“BDSI”) and Accentia, Inc. having its principal place of business at 5310 Cypress Center Drive #101, Tampa, Florida 33609 (“ACCENTIA”) (collectively the “Parties”).
ACCENTIA, INC. Tampa, Florida 33609 April 3, 2002Employment Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • New York
This agreement sets forth our agreement on matters relating to your employment with Accentia, Inc. (the “Company”), as President of its subsidiary, The Analytica Group, Inc. (“Analytica”).
MASSACHUSETTS BIOTECHNOLOGY RESEARCH PARK Worcester, Massachusetts FOUR BIOTECH PARK SPACE LEASE WORCESTER BUSINESS DEVELOPMENT CORPORATION to UNISYN TECHNOLOGIES, INC.Space Lease • February 11th, 2005 • Accentia Biopharmaceuticals Inc • Massachusetts
THIS LEASE is made in Worcester, Massachusetts effective on the Date of Lease stated in Article 1 between the Landlord and the Tenant named in Article 1. In consideration of the Rent payable by Tenant and of the agreements to be performed and observed by Tenant, Landlord hereby leases the Premises to Tenant, and Tenant hereby takes the Premises from Landlord, subject to the provisions and for the term stated below:
ContractWarrant Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • Florida
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND SUCH UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT AND SUCH SECURITIES UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS.
ROYALTY STREAM PURCHASE AGREEMENTRoyalty Stream Purchase Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • North Carolina
This ROYALTY STREAM PURCHASE AGREEMENT (the “Agreement”) is entered into and effective as of the 7th day of September 2004 (the “Effective Date”), by and between Accentia, Inc., a Florida corporation (“Accentia”) and Pharmaceutical Product Development, Inc., a North Carolina corporation (“PPD”).
ACCENTIA, INC. SERIES E CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries E Convertible Preferred Stock Purchase Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • Florida
THIS SERIES E CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of January 9, 2004, by and between ACCENTIA, INC., a Florida corporation having its principal office at 5310 Cypress Center Drive, Suite 101, Tampa, FL 33609 (the “Company”), and PHARMACEUTICAL PRODUCT DEVELOPMENT, INC., a North Carolina corporation having its principal office at 3151 South 17th Street, Wilmington, NC 28412 (“PPD”).
EXCLUSIVE AGREEMENTExclusive Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • California
This Agreement between THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR UNIVERSITY (“Stanford”), an institution of higher education having powers under the laws of the State of California, and BioVest International, Inc. (“BioVest”), a corporation having a principal place of business at 8500 Evergreen Boulevard NW, Minneapolis, MN 55433, is effective on the 17 day of September, 2004 (“Effective Date”).
ACCENTIA, INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • Florida
THIS INVESTORS’ RIGHTS AGREEMENT (this “Agreement”) is made as of by and among ACCENTIA, INC., a Florida corporation, having its principal place of business located at 5310 Cypress Center Drive, Suite 101, Tampa, FL 33609 (the “Company”), and (“Subscriber” or “Holder”).
SECURITY AGREEMENTSecurity Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • California
THIS SECURITY AGREEMENT (this “Agreement”), dated as of November 30, 1998, is made by AMERICAN PRESCRIPTION PROVIDERS, INC., a Delaware corporation (“Debtor”) in favor of McKESSON CORPORATION, a Delaware corporation (“McKesson”).
SUBSCRIPTION AGREEMENTSubscription Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc
hereby subscribes for ( ) Series E Units with each Unit consisting of one share of authorized but unissued Series E Convertible Preferred Stock (“Series E Preferred”) of Accentia, Inc. (the “Company”) and two warrants each to purchase one additional share of Series E Preferred under the terms described in the attached warrants (“Series E Warrants”) at a purchase price of $1.00 per Series E Unit for a total purchase price of (the “Subscription Purchase Price”). The Subscription Purchase Price is deemed paid in cash at time of issuance of the Series E Units.
ACCENTIA ASSUMPTION OF DEBT AND SECURITY AGREEMENTAssumption of Debt and Security Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • California
THIS ACCENTIA ASSUMPTION OF DEBT AND SECURITY AGREEMENT (this “Agreement”), dated as of December 31, 2003, is made and executed by and between ACCENTIA, INC., a Florida corporation (“Accentia”) and McKESSON CORPORATION, a Delaware corporation (“Secured Party” or “McKesson”) pursuant to that certain “Forbearance Agreement” dated as of December 9, 2003 by and among, McKesson, Accentia and Accent Rx and is based on the Recitals set forth in said Forbearance Agreement (all of which are incorporated herein by this reference), and also upon following facts and understandings:
ACCENTIA, INC. SERIES E CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENTSeries E Convertible Preferred Stock Purchase Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • Florida
THIS SERIES E CONVERTIBLE PREFERRED STOCK PURCHASE AGREEMENT (this “Agreement”) is made as of April 15, 2004, by and between ACCENTIA, INC., a Florida corporation having its principal office at 5310 Cypress Center Drive, Suite 101, Tampa, FL 33609 (the “Company”), and Ronald E. Osman whose office is located at 6530 Moake School Rd. Marion, II 62959 (Osman).
AP SOUTHEAST PORTFOLIO PARTNERS, L.P. (“Landlord”) and ACCENTIA, INC. (“Tenant”) OFFICE LEASEOffice Lease • February 11th, 2005 • Accentia Biopharmaceuticals Inc
THIS LEASE (“Lease”), made this 1st day of May, 2004, by and between AP SOUTHEAST PORTFOLIO PARTNERS, L.P., a limited partnership, (“Landlord”) and ACCENTIA, INC. a , (“Tenant”), provides as follows:
ContractWarrant Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • Florida
THIS WARRANT AND THE SECURITIES ISSUABLE UPON THE EXERCISE HEREOF HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “1933 ACT”), OR APPLICABLE STATE SECURITIES LAWS. THIS WARRANT AND SUCH UNDERLYING SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A VIEW TO DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, MORTGAGED, PLEDGED, HYPOTHECATED, OR OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR THIS WARRANT AND SUCH SECURITIES UNDER THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS, OR THE AVAILABILITY OF AN EXEMPTION FROM THE REGISTRATION PROVISIONS OF THE 1933 ACT AND APPLICABLE STATE SECURITIES LAWS.
SUBLEASESublease Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc
WHEREAS, 460 Park Avenue Associates, as owner (“Owner”) entered into a lease agreement with Sublandlord as tenant, dated as of April 18, 1988 (“Initial Lease”), it was amended June 1993 (“1993 Amendment”), later amended on April 1, 1997, pursuant to an Extension and Amendment of Lease (“1997 Amendment”) and most recently amended as of July, 2000 (“2000 Amendment”) (Collectively, the Initial Lease, the 1993 Amendment, the 1997 Amendment and the 2000 Amendment shall hereinafter be referred to as the “Lease”).
AGREEMENT OF LEASELease Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • New York
Made of this day of December, 1998, by and between WE’RE ASSOCIATES COMPANY, a New York general partnership having its principal office at 100 Jericho Quadrangle, Jericho, New York 11753, hereinafter referred to as “Landlord” and AMERICAN PRESCRIPTION PROVIDERS OF NEW YORK, INC., a New York Corporation, with offices located at 50 Republic Road, Melville, NY 11747-4125, hereinafter referred to as “Tenant”.
AMENDED AND RESTATED AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONAgreement of Merger and Plan of Reorganization • February 11th, 2005 • Accentia Biopharmaceuticals Inc • Florida
THIS AMENDED AND RESTATED AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made as of April 3, 2002, by and among THE ANALYTICA GROUP, LTD., a New Jersey corporation (“Analytica”), ACCENTIA, INC., a Florida corporation (“Accentia”), and THE ANALYTICA GROUP, INC., a Florida corporation and a wholly-owned subsidiary of Accentia (“Sub”), for the purpose of amending and restating that certain Agreement of Merger and Plan of Reorganization made as of October 12, 2001, as amended by that certain Amendment to Agreement of Merger and Plan of Reorganization made as of November 30, 2001 (collectively, the “Original Agreement”).
BIOLOGICS DISTRIBUTION AGREEMENTDistribution Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • Florida
THIS DISTRIBUTION AGREEMENT (“Agreement”), dated as of February 27, 2004, is made and executed by and between ACCENTIA, INC., a Florida corporation (“Accentia”) and McKESSON CORPORATION, a Delaware corporation (“McKesson”) based on the following facts and understandings:
AGREEMENT OF MERGER AND PLAN OF REORGANIZATIONMerger Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • Florida
THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION (this “Agreement”) is made as of January 8, 2003, by and among TEAMM PHARMACEUTICALS, INC., a Delaware corporation (“TEAMM”), the TEAMM principals, as listed on the signature page of this Agreement (collectively, the “TEAMM Principals”), ACCENTIA, INC., a Florida corporation (“Accentia”), and TEAMM PHARMACEUTICALS, INC., a Florida corporation and a wholly-owned subsidiary of Accentia (“Sub”).
CREDIT AGREEMENT Among AMERICAN PRESCRIPTION PROVIDERS, INC. And McKESSON CORPORATION Dated as of November 30, 1998Credit Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • California
This Credit Agreement (this “Agreement”) made as of November 30, 1998, between American Prescription Providers, Inc., a Delaware corporation (“Borrower”), and McKesson Corporation, a Delaware corporation (“McKesson”).
INVESTMENT AGREEMENT BETWEEN BIOVEST INTERNATIONAL, INC. and ACCENTIA, INC.Investment Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • Delaware
THIS INVESTMENT AGREEMENT (the “Agreement”) is made as of April 10, 2003, by and among Biovest International, Inc., a Delaware corporation (“Biovest”) and Accentia, Inc., a Florida corporation (“Accentia”)
FORBEARANCE AGREEMENTForbearance Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • California
THIS FORBEARANCE AGREEMENT (“Agreement”), dated as of December 9, 2003, is entered into by and among, McKESSON CORPORATION, a Delaware corporation (“McKesson”), ACCENTIA, INC., a Florida corporation (“Accentia”), and Accent Rx, Inc., a Florida corporation (“Accent Rx”), with reference to the following facts and circumstances:
REVOLVING CREDIT AGREEMENT between MISSOURI STATE BANK AND TRUST COMPANY, as Lender and ACCENTIA, INC., as Borrower Dated as of MARCH 30, 2004Revolving Credit Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • Missouri
THIS REVOLVING CREDIT AGREEMENT (the “Agreement”) made and entered into as of this 30th day of March, 2004 by and between Accentia, Inc. (the “Borrower”), having an address of 5310 Cypress Center Drive, Tampa, Florida and Missouri State Bank and Trust Company, a Missouri state banking corporation (“Lender”), having an address of 12452 Olive Street Road, Creve Coeur, Missouri 63141.
CONVERTIBLE SECURED PROMISSORY NOTE AND SECURITY AGREEMENTConvertible Secured Promissory Note and Security Agreement • February 11th, 2005 • Accentia Biopharmaceuticals Inc • New York
FOR VALUE RECEIVED, Biovest International, Inc., a Delaware corporation with offices at 8500 Evergreen Blvd., Minneapolis MN 55433 and at 540 Sylvan Avenue, Englewood Cliffs, New Jersey 07632 (“Obligor”), hereby promises to pay to Morrison Cohen Singer & Weinstein, LLP, a New York limited liability partnership, 750 Lexington Avenue, New York, NY 10022 (“Payee”), the principal amount of Eight Hundred Seventy-Five Thousand Five Hundred Thirty-Eight and 47/100 Dollars ($875,538.47) (“Principal”), together with any accrued but unpaid interest thereon calculated in accordance with provisions of this Convertible Secured Promissory Note and Security Agreement (“Note”). Accentia, Inc. hereby acknowledges and agrees to the terms of this Note.
