ACCENTIA ASSUMPTION OF DEBT AND SECURITY AGREEMENT

Exhibit 10.39

ACCENTIA ASSUMPTION OF DEBT AND SECURITY AGREEMENT

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:

WHEREAS, Accentia currently owns 100% of the stock in Accent Rx, a Florida corporation (“ Accent Rx ”) which was the successor to American Prescription Providers, Inc., a Delaware corporation (“ APP ”). formerly a customer of and borrower from McKesson.

WHEREAS, contemporaneously with the acquisition by Accent Rx, Inc. of the assets and liabilities of APP effective October 21, 2002, pursuant to a purchase agreement dated as of October 11, 2002, Accent Rx, Inc. as “Debtor” executed and delivered to McKesson that certain “Assumption of Debt and Security Agreement” dated as of October 29, 2002 (the “ Accent Rx Assumption Agreement ”). Among the liabilities of APP assumed by Accent Rx were all obligations owed by APP to McKesson pursuant to that certain “Credit Agreement” executed on or about November 30, 1998 by APP and McKesson (the “ Credit Agreement ”), and each of the other “ Loan Documents ” (as defined in the Credit Agreement) executed pursuant thereto or concurrently therewith, including a “McKesson Health Systems Agreement to Serve American. Prescription Providers, Inc. as Prime Vendor of Pharmaceuticals” dated as of November 30, 1998 (the “ Supply Agreement ”), which Supply Agreement is also sometimes referred to in certain of the Loan Documents as a “Wholesale Supply Agreement” The Credit Agreement, Loan Documents and Supply Agreement were duly modified and amended from time to time since November 30, 1998, including by a “Third Amendment to Credit Agreement” dated as of May 2, 2000. A true and correct copy of the Credit Agreement (including all amendments) is attached hereto as Exhibit A . Ensuing references herein to the “Credit Agreement,” the “Loan Documents,” and the “Supply Agreement” shall be deemed to refer to such documents as amended from time to time in writing and executed by McKesson.

WHEREAS, McKesson obtained a duly perfected security interest of first priority in all assets of APP (and in those of all of its subsidiaries) pursuant, among other things, to a Security Agreement dated as of November 30, 1998 between APP and McKesson, and pursuant to a “Subsidiary Security Agreement” executed as of November 30, 1998 by American Prescription Providers of Georgia, Inc., American Prescription Providers of Florida, Inc., and American Prescription Providers of New York, Inc. and by McKesson as “Secured Party” to secure the payment and performance of a “Subsidiary Guaranty” likewise dated as of November 30, 1998 and executed by American Prescription Providers of Georgia, Inc., American Prescription Providers of Florida, Inc., and American Prescription Providers of New York, Inc. The Subsidiary Security Agreement and Subsidiary Guaranty were duly amended from time to time, including on October 6, 1999 when American Prescription Providers of Pennsylvania, Inc. was added as a guarantor to the Subsidiary Guaranty and as a “Debtor” to the Subsidiary Security Agreement.

WHEREAS, on or about November 30, 1998, Francis E. O’Donnell, Jr., M.D. and Dennis L. Ryll, M.D. executed a “Principal Guaranty” for the benefit of McKesson guarantying the payment and performance of all existing and thereafter arising obligations of APP to McKesson relating to the Credit Agreement, the Supply Agreement, the “Notes” executed pursuant to the Credit Agreement, and all of the other Loan Documents, up to a maximum, in the aggregate of $ 10,000,000 for principal, plus all interest thereon, and all costs and expenses relating to the enforcement of the Principal Guaranty or the collection of the obligations owed by APP to McKesson. The Principal Guaranty, as it may have been amended in writing from time to time, and the Subsidiary Guaranty (to the extent any signatories thereto have not dissolved) remain in full force, and effect in accordance with their express written terms, excepting that references therein to APP (by any name or designation, whether “borrower” or “debtor”, etc.) currently refers to Accent Rx as the successor of APP. Francis E. O’Donnell, Jr., M.D. is a manager of Hopkins Capital Group, LLC (“ HCG ”). Dennis Ryll, MD is an officer of the general partner of MOAB Investments, LP (“ MOAB ”). MOAB and HCG, together, own a majority interest in the outstanding common stock of Accentia, Inc., the parent and 100% shareholder of Accent Rx. Francis E. O’Donnell, Jr., M.D. is a manager of Hopkins Capital Group II, LLC (“ HCG II ”).

WHEREAS, on or about November 19, 1999, McKesson received a third party pledge from Regent Court Technologies (a limited liability company of which Francis E. O’Donnell, Jr., M.D. is the managing member) of 1,000,000 shares of stock in Star Scientific, Inc. (or a larger number if the value dips at any time below $2,250,000) for the purpose of securing all obligations of Regent Court Technologies (hereafter, “RCT”), Francis E. O’Donnell, Jr., M.D., and/or APP (or its successor, Accent Rx) to McKesson. The third party pledge agreement signed by RCT is included in the definition of “Loan Documents” and remains in full force and effect, excepting that references therein to APP (by any name or designation, whether “borrower” or “debtor”, etc.) currently refers to Accent Rx as the successor of APP.

WHEREAS, when APP transferred all of its assets to Accent Rx (and when Accent Rx assumed all liabilities of APP), the assets conveyed by APP remained subject to the duly perfected, security interests in favor of McKesson securing all obligations owing by APP to McKesson (the “ APP Obligations ”, including, without limitation, the sums owing under the loans referred to in the previous Recital (all of which APP Obligations were assumed by Accent Rx). Such security interests were of first priority.

WHEREAS, APP and Accent Rx represented to McKesson that (i) each of American Prescription Providers of New York, Inc., American Prescription Providers of Florida, Inc., American Prescription Providers of Georgia, Inc., and American Prescription Providers of Pennsylvania, Inc. transferred all of their respective assets (if any) to either Accent Rx or APP (which then transferred those assets to Accent Rx), (ii) American Prescription Providers of Florida, Inc. has been administratively dissolved and wound up its affairs, (iii) American Prescription Providers of Georgia, Inc. has dissolved, (iv) American Prescription Providers of New York, Inc. has been dissolved, and (v) American Prescription Providers of Pennsylvania, Inc. has not yet dissolved, but has ceased operations, and is likely to dissolve or be dissolved in the near term.

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WHEREAS, to induce McKesson not to declare a default and resort to its creditor’s rights and remedies with regard to the APP Obligations and the collateral therefor due to the sale by APP of its assets to Accent Rx, (1) Accent Rx confirmed its assumption of all obligations owing to McKesson without defense or offset and formally granted to McKesson a security interest in all existing and thereafter acquired assets of Accent Rx as provided in the Accent Rx Assumption Agreement, and (2) each of RCT, the signatories of the Principal Guaranty, and the signatories of the Subsidiary Guaranty reaffirmed their obligations to McKesson, albeit substituting Accent Rx for APP as the obligor of the obligations guaranteed by them as guarantors or third party obligors.

WHEREAS, as of November 30, 2003, the components of the APP Obligations excluding the trade debt owing under the Supply Agreement equaled the following:

Interest has accrued since November 30, 2003 on the principal amounts of the foregoing obligations at a per diem rate of $791.49, and will continue to do so until paid in full, assuming LIBOR rate stays at 1.1694%. The trade debt owing to McKesson by Accent Rx pursuant to the Supply Agreement totaled $4,610,073 as of November 30, 2003 and is currently all due and payable.

WHEREAS, in mid-2003, Accentia approached McKesson and requested that McKesson loan to Accentia the sum of $2,500,000 with which Accentia would purchase not less than 81% of the outstanding shares in BioVest International, Inc. (“ BioVest ”). McKesson loaned to Accentia $2,500,000.00 (the “ Bridge Loan ”), which Bridge Loan is evidenced by a promissory note dated as of June 12, 2003 (the “ Bridge Note ”), in order to fund Accentia’s purchase of an 81% stake in BioVest. Concurrently with the execution of the Bridge Note, Accentia and certain of its affiliates executed in favor of McKesson certain security documents (together with the Bridge Note, called the “ Bridge Loan Documents ”), including a “Third Party Pledge Agreement” executed by Hopkins Capital Group II, LLC (i.e., “HCG II”) as of June 12, 2003 and a “Stock Pledge Agreement” executed by Accentia as of June 12, 2003.

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WHEREAS, on or about October 10, 2003, the “Third Party Pledge Agreement” dated as of June 12, 2003 and executed by HCG II was amended by that certain “First Amendment to Third Party Stock Pledge Agreement” executed by McKesson and HCG II. References to the Third Party Pledge Agreement signed by HCG II shall be deemed to refer to said Third Party Pledge Agreement as amended by said First Amendment to Third Party Stock Pledge Agreement dated as of October 10, 2003. The collateral described in the Bridge Loan Documents (as amended) is defined as the “Bridge Loan Collateral .”

WHEREAS, Accentia has requested that McKesson (a) forbear from exercising its creditors’ rights and remedies with regard to certain obligations of Accentia as more particularly addressed in the Forbearance Agreement referenced above, (b) permit the sale of the assets of Accent Rx to a third party (“Buyer”) free and clear of the liens and claims of McKesson on such assets relating to the APP Obligations, notwithstanding that the sale proceeds will not pay the obligations owed by Accent Rx to McKesson in full, and (c) allow Accentia to assume the indebtedness still owing by Accent Rx to McKesson, subject to the modification of the repayment terms thereof. McKesson has set forth the terms upon which it is willing to forbear vis-a-vis Accentia (and Accent Rx, for a limited period) and the terms upon which it will consent to the sale of the assets of Accent Rx in the Forbearance Agreement. McKesson is willing to accommodate the other request made by Accentia subject to the terms and conditions of this Agreement, including that Accentia shall assume all obligations owed by Accent Rx to McKesson, including the APP Obligations.

NOW THEREFORE, for fair and valuable consideration, the receipt and adequacy of which are hereby acknowledged, Accentia and McKesson hereby agree as follows:

SECTION 1 Definitions: Interpretation.

(a) All capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in the Credit Agreement.

(b) As used in this Agreement (including the Preamble hereof), the following terms shall have the following meanings:

“Accent Rx Debt Documents ” means the Accent Rx Assumption Agreement, the Credit Agreement (as amended, including by the Third Amendment to Credit Agreement), the other Loan Documents, the Supply Agreement, and any documents or agreements executed pursuant to any of them, as any may have been amended in writing from time to time.

“ Assumed Indebtedness ” means all indebtedness owing as of the date hereof by Accent Rx to McKesson (or any affiliate of McKesson), whether liquidated or unliquidated, whether or not evidenced by a promissory note or other instrument, whether or not contingent, and whether or not specifically identified in this Agreement or in the Accent Rx Debt Documents, including but no limited all of the APP Obligations previously assumed by Accent Rx., and all fees, costs and expenses for which Accent Rx was required to reimburse McKesson or any of McKesson’s affiliates.

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“BioVest ” means Bio Vest International, Inc. (“ BioVest ”), the corporation in which Accentia acquired 81% of the outstanding shares on a fully diluted basis using, in part, the proceeds of a “Bridge Note” payable to the order of McKesson by Accentia in the original principal amount of $2,500,000 and dated as of June 12, 2003.

“ Collateral ” has the meaning set forth in Section 4.

“Contract Rate ” means a rate of interest equal to ten percent (10%) per annum based on a 360-day year, for actual days elapsed.

“Credit Agreement ” means that certain Credit Agreement referred to in the Recitals above as amended from time to time.

“Default Rate ” means the rate interest accrues on the Assumed Indebtedness after an Event of Default occurs equal to the Contract Rate plus 5%.

“ Documents ” means this Agreement, the Accent Rx Assumption Agreement, the Forbearance Agreement, the Bridge Loan Documents, the Loan Documents, the Supply Agreement, and all other certificates, documents, agreements and instruments delivered at any time to Secured Party pursuant to or in connection with this Agreement, the Accent Rx Assumption Agreement, the Credit Agreement, the Supply Agreement (as any may have been or may be amended from time to time in writing) or in connection with the Obligations, including any documents, agreements or certificates delivered to fulfill a Condition Subsequent defined in Section 26.

“ Event of Default ” has the meaning set forth in Section 12.

“ Lien ” means any mortgage, deed of trust, pledge, security interest, assignment, deposit arrangement, charge or encumbrance, lien, or other type of preferential arrangement.

“Loans ” means each of the “Revolving Loans,” the “Term Loan,” any sums financed under the Supply Agreement, the sums still owing (if any) under the lease financing facility provided by McKesson to APP, and any other loan made by McKesson to APP, Accent Rx or Accentia, currently or (as to Accentia) in the future.

“ Obligations ” means:

(i) all presently existing indebtedness, liabilities and other obligations of APP and/or Accent Rx to Secured Party (each and all of which have been and will be assumed by Accentia, subject to no defenses, counterclaims or offsets whatsoever), plus

(ii) all presently existing or hereafter arising indebtedness, liabilities and other obligations of Accentia to Secured Party (including, but not limited to those formerly of APP and assumed first by Accent Rx and now by Accentia),

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in each case, whether created under, arising out of or in connection with this Agreement, the Accent Rx Assumption Agreement, the Credit Agreement, any of the other Documents, the Forbearance Agreement, the Bridge Loan Documents (as that term is defined in the Forbearance Agreement), or otherwise, including, without limitation, all unpaid principal of any Loans, all interest accrued thereon, all fees and all other amounts payable by Accent Rx or Accentia (or APP) to Secured Party thereunder or in connection therewith, or in connection with the Supply Agreement or any other contract in favor of Secured Party to which Accent Rx or Accentia (or APP) is a party (including without limitation, the Bridge Loan Documents), and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and including interest that accrues after the commencement by or against Accent Rx or Accentia (or APP) of any bankruptcy or insolvency proceeding naming the Accent Rx or Accentia (or APP) as debtor in such proceeding.

“ Permitted Lien ” means (i) any Lien in favor of Secured Party; (ii) duly perfected Liens to secure purchase money indebtedness for the purchase of equipment by Accentia in the ordinary course of its business so long as the Lien only encumbers the equipment that is purchased and only secures the purchase price thereof, and (iii) any existing duly perfected Lien on the assets of Accentia (or Teamm Pharmaceuticals, Inc.) to secure the Senior Credit Facility.

“ Person ” means an individual, corporation, partnership, joint venture, trust, unincorporated organization, governmental agency or authority, or any other entity of whatever nature.

“Remaining Debt Due Date” shall be September 1,2004, provided that if and only if (a) no default or Event of Default has occurred under this Agreement through September 1, 2004, and (b) Accentia pays to McKesson in cash in good, collected funds an “Extension Fee” of $39,000 on or before September 1, 2004, then “Remaining Debt Due Date” shall be extended until January 15, 2005.

“Senior Credit Facility ” means that certain existing credit facility provided to Accentia by Harbinger Mezzanine Partners; LP which presently aggregates $5,000,000 in principal outstanding, but which may be increased to equal as much as $13,000,000, for principal, in the future (but no more) and may be funded by a syndicate of lenders of which Harbinger Mezzanine Partners, LP is a member, and shall also include any replacement facility provided by any lender or group of lenders, not affiliated with Accentia, which lender (or group of lenders) shall be satisfactory to McKesson and which replacement facility shall be made on terms and conditions satisfactory to McKesson.

“Subsidiary ” means any of Teamm Pharmaceuticals, Inc., The Analytica Group, Inc., BioVest and any other entity in which Accentia owns an equity interest in excess of 51% of all direct or indirect ownership interests.

“ UCC ” means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of California.

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(c) Where applicable and except as otherwise defined herein, terms used in this Agreement shall have the meanings assigned to them in the UCC.

(d) In this Agreement, (i) the meaning of defined terms shall be equally applicable to both the singular and plural forms of the terms defined; and (ii) the captions and headings are for convenience of reference only and shall not affect the construction of this Agreement.

SECTION 2 Confirmation of Assumption of Obligations of APP and Accent Rx . Accentia hereby acknowledges, agrees, represents and warrants to McKesson that each of the Recitals set forth at the outset of this Agreement is true and correct (and that there is no longer any opportunity to contest the debt figures based on manifest error as was reserved in the Forbearance Agreement), and that Accentia has and hereby does assume each and every debt, obligation, and liability owed by APP and/or Accent Rx to McKesson of every kind or nature, whether such debt, obligation, arid liability was known, unknown, liquidated, unliquidated, disclosed, or undisclosed, existing or contingent, and whether or not explicitly listed in the Recitals or evidenced by a promissory note. Furthermore, Accentia has no known or unknown defenses, counterclaims, rights of offset or set off, recoupment, or any other causes of action against McKesson or any Person that would prevent or interfere with the full collection and enforcement by McKesson of all such assumed debts, obligations, and liabilities, and/or the full enforcement of each of the Documents against Accentia as though it were “Borrower” or APP or Accent Rx in accordance with the express written terms of such Documents as the same may be amended in writing from time to time. Accentia further acknowledges and agrees that there are no oral understandings between Accentia and McKesson and that any purported agreement with McKesson must be in writing and signed by McKesson in order to be enforceable against McKesson.

SECTION 3 [Omitted].

SECTION 4 Security Interest

(a) As security for the payment and performance of the Obligations, Accentia hereby grants to McKesson a security interest in all of Accentia’s right, title and interest in, to and under all of its personal property, wherever located and whether now existing or owned or hereafter acquired or arising, including all accounts, chattel paper, commercial tort claims, deposit accounts, documents, equipment (including all fixtures), general intangibles, intellectual property, patents, trademarks, service marks, trade names, trade secrets, customer lists, copyrights, payment intangibles, instruments, inventory, investment property (including all stock it holds in Teamm Pharmaceuticals, Inc., The Analytica Group, Inc. and Bio Vest Inc., hereafter called the “Subsidiary Stock”), membership interests, letter-of-credit rights, money and all products, proceeds and supporting obligations of any and all of the foregoing (collectively, the “ Collateral ”). Notwithstanding the foregoing, except for fixtures (to the extent covered by Article 9 of the UCC), such grant of a security interest shall not extend to, and the term “Collateral” shall not include, any asset which would be real property under the law of the jurisdiction in which it is located.

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(b) Anything herein to the contrary notwithstanding, (i) Accentia shall remain liable under any contracts, agreements and other documents included in the Collateral, to the extent set forth therein, to perform, all of its duties and obligations thereunder to the same extent as if this Agreement had not been executed, (ii) the exercise by Secured Party of any of the rights hereunder shall not release Accentia or Accent Rx (or APP) from any of its duties or obligations under such contracts, agreements and other documents included in the Collateral, and (iii) Secured Party shall not have any obligation or liability under any contracts, agreements and other documents included in the Collateral by reason of this Agreement, nor shall Secured Party be obligated to perform any of the obligations or duties of Accentia (and/or those of APP or Accent Rx) thereunder or to take any action to collect or enforce any such contract, agreement or other document included in the Collateral hereunder.

(c) This Agreement shall create a continuing security interest in the Collateral which shall remain in effect until terminated in accordance with Section 23 hereof.

(d) Accentia hereby authorizes Secured Party to file (with or without Accentia’s signature), at any time and from time to time thereafter, all financing statements, assignments, continuation financing statements, termination statements, account control agreements, and other documents and instruments, in form reasonably satisfactory to Secured Party, and take all other action, as Secured Party may reasonably request, to perfect and continue perfected, maintain the priority of or provide notice of the security interest of Secured Party in the Collateral and to accomplish the purposes of this Agreement. Without limiting the generality of the foregoing, Accentia ratifies and authorizes the filing by Secured Party of any financing statements filed prior to the date hereof. Accentia will cooperate with Secured Party in obtaining control (as defined in the UCC) of Collateral consisting of deposit accounts, investment property, letter of credit rights and electronic chatter paper. Accentia will join with Secured Party in notifying any third party who has possession of any Collateral of Secured Party’s security interest therein and obtaining an acknowledgment from the third party that it is holding the Collateral for the benefit of Secured Party. Accentia will not create any chattel paper without placing a legend on the chattel paper acceptable to Secured Party indicating that Secured Party has a security interest in the chattel paper.

(e) Accentia acknowledges and agrees that the security agreements granted in this Section 4 shall be subject and junior to only those duly perfected security interests granted by Accentia to secure the Senior Credit Facility.

SECTION 5 Conditions Precedent to Bank Obligations . It shall be a condition precedent to the enforceability of each and every obligation of McKesson hereunder, including the obligations set forth in Section 6 below, that each and all of the following shall be and remain satisfied on or before December 15, 2003:

(a) This Agreement . McKesson shall have received an original counterpart of this Agreement, duly executed by Accentia.

(b) Forbearance Agreement . McKesson shall have received an original counterpart of the Forbearance Agreement, duly executed by Accentia and Accent Rx, and all conditions precedent to the effectiveness of the Forbearance Agreement shall have been satisfied.

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(c) New Security Agreements.

i) RCT and HCG II shall have duly executed and delivered to McKesson a security agreement (the “New HCG II/RCT Security Agreement”) in substantially the form of Exhibit B attached hereto granting to McKesson (or confirming the grant to McKesson) of a lien of first priority in certain marketable securities more specifically described therein, which in the aggregate shall have a value of at least $8 million as of the execution and delivery of this Assumption Agreement to McKesson, which stock shall include any such stock previously pledged to McKesson, including under the Bridge Loan Documents, subject to the following: in the event that BioVest becomes a publicly traded company, Accentia shall have the right, so long as no Event of Default has occurred and is continuing, to substitute $10,000,000 million worth of unrestricted BioVest common stock for said marketable securities pledged to McKesson as collateral for the remaining indebtedness owed by Accentia to McKesson. To effect such substitution (and as a further condition to such substitution), Accentia shall have delivered to McKesson a duly executed pledge agreement in form and substance satisfactory to McKesson relating to such stock of BioVest, shall have paid all fees and costs (including attorneys’ fees) associated with documenting the substitution and satisfying the conditions to effectuating the substitution, shall have paid to McKesson any sums payable by HCG II or RCT to McKesson under the terms of the New HCG II/RCT Security Agreement, and shall have taken all steps necessary (including physical delivery of the stock and delivery of stock powers signed in blank) such that upon substitution, McKesson shall have a duly perfected security interest of no less than first priority in all such BioVest stock. Upon the satisfaction of all such conditions, including (but not limited to) that McKesson has a duly perfected security interest of no less than first priority in the common stock of BioVest after BioVest has become a publicly traded company, and provided no Event of Default has occurred, and that McKesson has been reimbursed for all fees and costs (including attorneys’ fees) incurred in connection with such substitution of collateral and the satisfaction of the conditions to substitution, McKesson will release the Pledged Collateral described in this Agreement from the lien in favor of McKesson.

ii) McKesson shall have received a security agreement (the “New HCG/MOAB Security Agreement”) in substantially the form of Exhibit K attached hereto duly executed by HCG, MOAB and any subsidiaries of either of them with any interest in the stock of Accentia, pursuant to which security agreement McKesson shall be granted of a lien of first priority in all stock in Accentia that is (or becomes) directly or indirectly owned or controlled by HCG or MOAB.

(d) Reaffirmation by Guarantors and Third Party Pledgors . Each of Francis E. O’Donnell, Jr., M.D., Dennis L. Ryll, M.D., HCG II, RCT and the other signatories thereto shall have executed the “Consent, Reaffirmation and Release Agreement” in the form of Exhibit C attached hereto (the “ Reaffirmation Agreement ”), reaffirming their respective obligations under the Principal Guaranty and/or their third party pledge agreements and acknowledging that the same remain in full force and effect with respect to the Obligations arid notwithstanding the assumption by Accentia of the APP Obligations and the other obligations owed by Accent Rx to McKesson.

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(e) Interest Payment . McKesson shall have received payment in full of all interest that has accrued from and after December 31,2003 through January 31,2004 on the Assumed Indebtedness at the rate applicable as provided in this Agreement.

(f) Borrowing Resolution . Each of Accentia, Teamm Pharmaceuticals, Inc. and The Analytica Group, Inc. shall have delivered to McKesson duly executed resolutions of their respective Boards of Directors evidencing the power and authority of the person signing this Agreement and/or any other document executed pursuant hereto by any of Accentia, Teamm Pharmaceuticals, Inc. and The Analytica Group, Inc. on behalf of the relevant entity to bind the corporation.

(g) Capitalization Table . Accentia shall have delivered to McKesson a capitalization table which discloses fully and accurately all direct and indirect ownership of Teamm Pharmaceuticals, Inc., The Analytica Group, Inc., BioVest International, Inc., Accentia, Inc., HCG and MOAB. Said table shall be attached hereto as Exhibit E .

(h) [Intentionally omitted].

(i) New Subsidiary Guaranties . Each of Teamm Pharmaceuticals, Inc. and The Analytica Group, Inc. shall have duly executed and delivered to McKesson a guaranty of all obligations of Accentia to McKesson (the “New Subsidiary Guaranty”) in substantially the form of Exhibit F attached hereto.

(j) New Subsidiary Security Agreements . Each of Teamm Pharmaceuticals, Inc. and The Analytica Group, Inc. shall have duly executed and delivered to McKesson a security agreement, encumbering all their respective assets and securing the timely payment and performance of their respective obligations under the New Subsidiary Guaranty (the “New Subsidiary Security Agreement”) in substantially the form of Exhibit G attached hereto, and McKesson shall be, and hereby is authorized to file such UCC-1 financing statements as are necessary or appropriate to perfect McKesson’s security interest in the collateral described in each of the New Subsidiary Security Agreements. In addition, the security interests in the assets of The Analytica Group, Inc. and/or Teamm Pharmaceuticals, Inc. shall be junior only to Permitted Liens as defined in the New Subsidiary Security Agreement).

(k) [Intentionally omitted.]

(1) Perfection in Stoc k of Subsidiaries . McKesson shall have received possession and/or control of the Subsidiary Stock.

(m) Receipt of $4,000,000 from Sale of Accent Rx . On the earlier to occur of December 15,2003, and the closing date of the sale of all assets of Accent Rx (as was permitted subject to the terms and conditions of the Forbearance Agreement), McKesson shall have received a payment equal to the greater of: (x) the entire proceeds received as of that date by Accentia from the sale of the assets of Accent Rx, and (y) $4,000,000,

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(n) [I