ContractWarrant Agreement • September 2nd, 2005 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
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.
ContractSecured Convertible Term Note • September 2nd, 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.
ACCENTIA ASSUMPTION OF DEBT AND SECURITY AGREEMENTAssumption of Debt and Security Agreement • September 2nd, 2005 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • 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 BIOPHARMACEUTICALS, INC. AMENDED AND RESTATED INVESTORS’ RIGHTS AGREEMENTInvestors’ Rights Agreement • September 2nd, 2005 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • Florida
This Amended and Restated Investors’ Rights Agreement (this “Agreement”) is made as of January 7, 2005 by and among ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation, having its principal place of business located at 5310 Cypress Center Drive, Suite 101, Tampa, FL 33609 (the “Company”), and Pharmaceutical Product Development, Inc., a North Carolina corporation, having its principal place of business located at 3151 South 17th Street, Wilmington, NC 28412 (“PPD”), and supersedes and replaces in its entirety that certain Investors’ Rights Agreement dated January 9, 2004 by and between the Company and PPD (the “Original Agreement”).
ContractSecured Convertible Minimum Borrowing Note • September 2nd, 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.
DISTRIBUTION AGREEMENTDistribution Agreement • September 2nd, 2005 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • North Carolina
THlS DISTRIBUTION AGREEMENT (“Agreement”) is dated June 15, 2004, by and among Argent Development Group, LLC, a California limited liability company (“Argent”), TEAMM Pharmaceuticals, Inc., a Florida corporation (“TEAMM”), and Accentia, Inc., a Florida corporation (“Accentia”). TEAMM is a wholly-owned subsidiary of Accentia.
FIRST AMENDED AND RESTATED ROYALTY STREAM PURCHASE AGREEMENTRoyalty Stream Purchase Agreement • September 2nd, 2005 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • North Carolina
This FIRST AMENDED AND RESTATED ROYALTY STREAM PURCHASE AGREEMENT (the “Agreement”) is entered into and effective as of the 11th day of August, 2005 (the “Effective Date”), by and between Accentia Biopharmaceuticals, Inc., a Florida corporation (“Accentia”), and Pharmaceutical Product Development, Inc., a North Carolina corporation (“PPD”).
BRIDGE LOAN AGREEMENTBridge Loan Agreement • September 2nd, 2005 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • Florida
THIS BRIDGE LOAN AGREEMENT (this “Agreement”) is made by and between Accentia Biopharmaceuticals, Inc. (the “Company”) and Hopkins Capital Group II, LLC (the “Lender”).
OMNIBUS AMENDMENT AND CONSENTOmnibus Amendment and Consent • September 2nd, 2005 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Omnibus Amendment and Consent (this “Amendment”), dated as of August 16, 2005, by and between Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”), and Laurus Master Fund, Ltd., a Cayman Islands company (the “Purchaser”), amends that certain Securities Purchase Agreement, dated as of April 29, 2005 (the “Initial Closing Date”), by and between the Company and the Purchaser (the “Securities Purchase Agreement”); that certain Registration Rights Agreement, dated as of April 29, 2005, by and between the Company and the Purchaser (the “Registration Rights Agreement”); and that certain Secured Convertible Term Note, dated as of April 29, 2005, by the Company in favor of Purchaser for the total principal amount of $5,000,000 (the “Term Note”, collectively, with the Securities Purchase Agreement, and the Registration Rights Agreement, the “Funding Documents”). Capitalized terms used but not defined herein shall have the meanings given them in the Securities Purchase Ag
ContractCommon Stock Purchase Warrant • September 2nd, 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.
AMENDED AND RESTATED DISTRIBUTION AND SUPPLY AGREEMENTDistribution Agreement • September 2nd, 2005 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • North Carolina
THIS AMENDED AND RESTATED DISTRIBUTION AND SUPPLY AGREEMENT, effective as of August 12, 2005, between Respirics, Inc., a corporation organized and existing under the laws of Delaware, with its principal offices located at 6008 Triangle Drive, Suite 101, Raleigh, NC 27617 (“Respirics”), and TEAMM Pharmaceuticals, Inc., a Florida corporation and subsidiary of Accentia, Inc., a Florida corporation, having its principal place of business at 2501 Aerial Center Parkway, Suite 100, Morrisville, North Carolina 27560 (“TEAMM”).
