Exhibit 10.120
FIFTH AMENDMENT TO
DISTRIBUTION AGREEMENT
This Fifth Amendment to
Distribution Agreement (this “Fifth Amendment”) is
dated October 25, 2006 (the “Effective Date”
hereof) by and among Argent Development Group, LLC, a California
limited liability company (“Argent”), Accentia, Inc., a
Florida corporation (“Accentia”), and TEAMM
Pharmaceuticals, Inc., a Florida corporation
(“TEAMM”).
WHEREAS, Argent, Accentia and
TEAMM entered into a Distribution Agreement dated May 12, 2004
(the “Distribution Agreement”) pertaining to, among
other things, a 7.5/300 hydrocodone and acetaminophen Product (the
7.5/300 Product) and a 5.0/300 hydrocodone and acetaminophen
Product (the 5.0/300 Product), as such Distribution Agreement has
been amended by the parties from time to time;
WHEREAS, Argent, Accentia and
TEAMM have agreed to delete the 7.5/300 Product, and the 5.0/300
Product from the Distribution Agreement.
NOW, THEREFORE, pursuant to
Section 12.4 of the Distribution Agreement, Argent, Accentia
and TEAMM, for good and valuable consideration, including, without
limitation, the elimination of the obligation of Accentia and TEAMM
to make certain future payments as set forth in Section 8 of
the Distribution Agreement (as amended), and the obligation of
Accentia and TEAMM to make a certain payment to Argent as set forth
in the Letter Agreement dated October 4, 2006 (and take
certain other actions as set forth therein), as such Letter
Agreement has been amended by the Letter Agreements dated
October 12, 2006, October 23, 2006 and
October 24, 2006, and for other good and valuable
consideration, the receipt, adequacy and sufficiency of which are
hereby acknowledged, do hereby agree as follows:
1. Capital terms used herein that
are not otherwise defined shall have the meanings as given to them
in the Distribution Agreement (as amended).
2. The 7.5/300 Product and the
5.0/300 Product are hereby deleted from the Distribution Agreement
as of the Effective Date. For the avoidance of doubt, the effect of
these deletions is that all rights to “sell” (as that
word is
