ContractWarrant Agreement • May 16th, 2005 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • Florida
THIS WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS WARRANT AND THE COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS WARRANT UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ACCENTIA BIOPHARMACEUTICALS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
STOCK PLEDGE AGREEMENTStock Pledge Agreement • May 16th, 2005 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Stock Pledge Agreement (this “Agreement”), dated as of April 29, 2005, among Laurus Master Fund, Ltd. (the “Pledgee”), Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Parent”), and each of the other undersigned parties (other than the Pledgee) (the Parent and each such other undersigned party, a “Pledgor” and collectively, the “Pledgors”).
SECURITY AGREEMENTSecurity Agreement • May 16th, 2005 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Security Agreement is made as of April 29, 2005 by and among LAURUS MASTER FUND, LTD., a Cayman Islands corporation (“Laurus”), ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (“the Parent”), and each party listed on Exhibit A attached hereto (each an “Eligible Subsidiary” and collectively, the “Eligible Subsidiaries”) the Parent and each Eligible Subsidiary, each a “Company” and collectively, the “Companies”).
ContractSecured Convertible Term Note • May 16th, 2005 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ACCENTIA BIOPHARMACEUTICALS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SUBSIDIARY GUARANTYSubsidiary Guaranty • May 16th, 2005 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
FOR VALUE RECEIVED, and in consideration of note purchases from, or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”) to or for the account of ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (the “Parent”), TEAMM PHARMACEUTICALS, INC., a Florida corporation (the “Teamm”) and The Analytica Group, Inc., a Florida corporation (“Analytica” and together with the Parent and Teamm, the “Companies” and each, a “Company”) from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such notes or make other extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantors” or “the undersigned”) unconditionally guaranties to Laur
ACCENTIA, INC. INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • May 16th, 2005 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • 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”).
ContractSecured Convertible Minimum Borrowing Note • May 16th, 2005 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ACCENTIA BIOPHARMACEUTICALS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • May 16th, 2005 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • North Carolina
THIS SECOND AMENDED AND RESTATED EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”), is made and entered into as of December 31, 2004, by and between TEAMM Pharmaceuticals, Inc., a wholly owned subsidiary of Accentia, Inc., a Florida corporation (the “Company”), and Martin G. Baum, an individual resident of Wake County, North Carolina (the “Employee”).
PUBLIC HEALTH SERVICE COOPERATIVE RESEARCH AND DEVELOPMENT AGREEMENTCooperative Research and Development Agreement • May 16th, 2005 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • District of Columbia
Research Plan, all data obtained by NIH under contracts with extramural contract investigators for completion of studies within the scope of the CRADA Research Plan, and all information and data in the NCI-sponsored IND for Agent.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • May 16th, 2005 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Agreement is made pursuant to (i) the Securities Purchase Agreement, dated as of the date hereof, by and between the Purchaser and the Company (as amended, modified and/or supplemented from time to time, the “Securities Purchase Agreement”), and pursuant to the Note and the Warrants referred to therein and (ii) the Security Agreement, dated as of the date hereof, by and among the Purchaser, the Company and various subsidiaries of the Company (as amended, modified or supplemented from time to time, the “Security Agreement”), and pursuant to the Notes and the Warrants referred to therein.
LICENSE AGREEMENT BETWEEN BIODELIVERY SCIENCES INTERNATIONAL, INC. AND ACCENTIA, INC.License Agreement • May 16th, 2005 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • 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”).
ContractSecured Revolving Note • May 16th, 2005 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY STATE SECURITIES LAWS. THIS NOTE AND THE COMMON SHARES ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE UNDER SAID ACT AND ANY APPLICABLE STATE SECURITIES LAWS OR AN OPINION OF COUNSEL REASONABLY SATISFACTORY TO ACCENTIA BIOPHARMACEUTICALS, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
SECURITIES PURCHASE AGREEMENT LAURUS MASTER FUND, LTD. and ACCENTIA BIOPHARMACEUTICALS, INC. Dated: April 29th, 2005Securities Purchase Agreement • May 16th, 2005 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
THIS SECURITIES PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 29, 2005, by and between ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (the “Parent”), and LAURUS MASTER FUND, LTD., a Cayman Islands company (the “Purchaser”).
