Exhibit 10.121
SIXTH AMENDMENT TO
DISTRIBUTION AGREEMENT
This Sixth Amendment to
Distribution Agreement (this “Sixth 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, among other
things, to a 7.5/200 hydrocodone and ibuprofen Product (the 7.5/200
Product) and a 5.0/200 hydrocodone and ibuprofen Product (the
5.0/200 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 7.5/200 Product and the 5.0/200
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 and supplemented 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 7.5/200 Product and the
5.0/200 Product are hereby deleted from the Distribution Agreement
(as amended) 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 defined in Section 3.1 of
the Distribution Agreement) the 7.5/200 Product and the 5.0/200
Product as previously granted by Argent to Accentia and TEAMM in
the Distribution Agreement (as amended) are being returned to and
vested in Argent, without any residual r
