REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 18th, 2008 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of June 17, 2008, between Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
COMMON STOCK PURCHASE WARRANT ACCENTIA BIOPHARMACEUTICALS, INC.Accentia Biopharmaceuticals Inc • June 18th, 2008 • Pharmaceutical preparations
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the 6 year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • January 22nd, 2008 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of January 18, 2008, between Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • June 18th, 2008 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of June 17, 2008, between Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).
SECURITY AGREEMENTSecurity Agreement • June 18th, 2008 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This SECURITY AGREEMENT, dated as of June 17, 2008 (this “Agreement”), is among Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company” or the “Debtor”) “), and Accentia Specialty Pharmacy, Inc. and AccentRX, Inc., subsidiaries of the Company (such subsidiaries, the “Guarantors” and together with the Company, the “Debtors”) and the holders of the Company’s 8% Original Issue Discount Secured Convertible Debentures due 3 years following their issuance, in the original aggregate principal amount of $8,467,432 (collectively, the “Debentures”) signatory hereto, their endorsees, transferees and assigns (collectively, the “Secured Parties”).
SUBSIDIARY GUARANTEESubsidiary Guarantee • June 18th, 2008 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
SUBSIDIARY GUARANTEE, dated as of June 17, 2008 (this “Guarantee”), made by each of the signatories hereto (together with any other entity that may become a party hereto as provided herein, the “Guarantors”), in favor of the purchasers signatory (together with their permitted assigns, the “Purchasers”) to that certain Securities Purchase Agreement, dated as of the date hereof, between Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”) and the Purchasers.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • April 6th, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Agreement is made pursuant to the Securities Purchase Agreement, dated as of the date hereof, by and among the Purchaser and the Company (as amended, modified or supplemented from time to time, the “Purchase Agreement”), and pursuant to the Warrants referred to therein.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • January 22nd, 2008 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of January , 2008, between Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”) and each of the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
ContractAccentia Biopharmaceuticals Inc • February 14th, 2006 • 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.
REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • October 2nd, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations
This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 29, 2006, among Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”) and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).
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”).
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • February 28th, 2007 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Securities Purchase Agreement (this “Agreement”) is dated as of February 27, 2007 among Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”).
COMMON STOCK PURCHASE WARRANT ACCENTIA BIOPHARMACEUTICALS, INC.Accentia Biopharmaceuticals Inc • June 14th, 2011 • Pharmaceutical preparations • Illinois
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CORPS REAL, LLC. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time commencing on the Issue Date (the “Initial Exercise Date”) and ending on the close of business on June 13, 2016 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”), up to 5,882,353 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
SECURITY AGREEMENT LAURUS MASTER FUND, LTD. ACCENTIA BIOPHARMACEUTICALS, INC. and EACH ELIGIBLE SUBSIDIARY SET FORTH ON EXHIBIT A HERETO Dated: April 29, 2005 Amended and Restated: February 13, 2006Security Agreement • February 14th, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This Amended and Restated Security Agreement is made as of April 29, 2005 and Amended and Restated as of February 13, 2006 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”). This Security Agreement amends and restates in its entirety that certain Security Agreement made by the Companies in favor of Laurus on April 29, 2005 (the “Original Security Agreement”).
ContractAccentia Biopharmaceuticals Inc • April 6th, 2006 • 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 BIOVEST INTERNATIONAL, INC. THAT SUCH REGISTRATION IS NOT REQUIRED.
ContractCommon Stock Purchase Warrant • 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.
8% ORIGINAL ISSUE DISCOUNT SECURED CONVERTIBLE DEBENTURE DUE JUNE 17, 2011Accentia Biopharmaceuticals Inc • June 18th, 2008 • Pharmaceutical preparations • New York
THIS 8% SECURED CONVERTIBLE DEBENTURE is one of a series of duly authorized and validly issued 8% Secured Convertible Debentures of Accentia Biopharmaceuticals, Inc., a Florida corporation, (the “Company”), having its principal place of business at 324 South Hyde Park Ave., Suite 350, Tampa, Florida 33606, designated as its 8% Secured Convertible Debenture due June 16, 2011 (this debenture, the “Debenture” and, collectively with the other debentures of such series, the “Debentures”).
ContractAccentia Biopharmaceuticals Inc • March 6th, 2006 • 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.
COMMON STOCK PURCHASE WARRANT (CLASS 6) ACCENTIA BIOPHARMACEUTICALS, INC.Common Stock Purchase Warrant • February 11th, 2011 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or after the date hereof (the “Initial Exercise Date”) and on or prior to the close of business on the three (3) year anniversary of the Initial Exercise Date (the “Termination Date”) but not thereafter, to subscribe for and purchase from Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”), up to shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b). This Warrant and the Warrant Shares issuable upon exercise of this Warrant are issued by the Company, pursuant to Section 1145 of the Bankruptcy Code and Article 5.7.1.9 of the Plan (as defined below), in exchange for the Holder’s claims against the Company, and are exem
SUBSIDIARY GUARANTYAccentia Biopharmaceuticals Inc • May 16th, 2005 • 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 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”).
SUBSIDIARY GUARANTYSubsidiary Guaranty • April 6th, 2006 • 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 Biovest International, Inc., a Delaware corporation (the “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 Laurus, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of all present and future obligations and liabilities of any and all kinds of the Company to Laurus and
ACCENTIA ASSUMPTION OF DEBT AND SECURITY AGREEMENTAssumption of Debt and Security Agreement • October 3rd, 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:
SECURITIES PURCHASE AGREEMENTSecurities Purchase Agreement • May 19th, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of May 15, 2006, is made by and among Accentia Biopharmaceuticals, Inc., a Florida corporation, with headquarters located at 324 South Hyde Park Avenue, Suite 350, Tampa, Florida, 33606 (the “Company”), and the purchasers listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyers”).
ASSIGNMENT OF RIGHTS UNDER ROYALTY AGREEMENTAssignment of Rights Under Royalty Agreement • June 20th, 2008 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations
THIS ASSIGNMENT OF RIGHTS UNDER ROYALTY AGREEMENT (this “Assignment”), dated as of June 18, 2008, is entered into by and among Accentia Biopharmaceuticals, Inc., a Florida corporation (“Assignor”), Valens Offshore SPV I, Ltd. (“Assignee”) and Biovest International, Inc., a Delaware corporation (“Biovest”).
STOCK PLEDGE AGREEMENT (Analytica Common Stock)Stock Pledge Agreement • February 11th, 2011 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of November 17, 2010, by and between LV Administrative Services, Inc., as Administrative and Collateral Agent for the Lenders (the “Pledgee”), and Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Pledgor”).
Shares Accentia Biopharmaceuticals, Inc. Common Stock (par value $.001 per share) UNDERWRITING AGREEMENTUnderwriting Agreement • October 3rd, 2005 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
The undersigned hereby acknowledges and agrees that written notice of any extension of the 180-day lock-up period pursuant to the previous paragraph will be delivered by Jefferies & Company, Inc. to the Company (in accordance with the Underwriting Agreement) and that any such notice properly delivered will be deemed to have been given to, and received by, the undersigned.
ContractAccentia Biopharmaceuticals Inc • October 3rd, 2005 • 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”).
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.
COMMON STOCK PURCHASE WARRANT ACCENTIA BIOPHARMACEUTICALS, INC.Accentia Biopharmaceuticals Inc • December 26th, 2012 • Pharmaceutical preparations • Illinois
THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, CORPS REAL, LLC. (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time commencing on the Issue Date (the “Initial Exercise Date”) and ending on the close of business on October 9, 2020 (the “Termination Date”) but not thereafter, to subscribe for and purchase from Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”), up to 5,500,000 shares (the “Warrant Shares”) of Common Stock. The purchase price of one share of Common Stock under this Warrant shall be equal to the Exercise Price, as defined in Section 2(b).
LOAN AGREEMENTEmployment Agreement • October 3rd, 2005 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • 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”).
SECURITY AGREEMENTSecurity Agreement • December 26th, 2012 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • Illinois
THIS SECURITY AGREEMENT (this “Agreement”) is made and is entered into as of the 20th day of December, 2012, by ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (the “Borrower”), in favor of PABETI, INC., an Illinois limited liability company (the “Secured Party”).
Biolender Purchase AgreementBiolender Purchase Agreement • December 29th, 2006 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • Delaware
This Purchase Agreement (this “Agreement”) is dated as of October 31, 2006, is made by and between Biovest International, Inc., a Delaware corporation (“Biovest”) and Accentia Biopharmaceuticals, Inc. a Florida Corporation (“Accentia”).
