Exhibit 10.118
MUTUAL TERMINATION
AGREEMENT
This Mutual Termination Agreement
(this “Agreement”) is dated October 25, 2006 (the
“Effective Date” hereof) by and among Acheron
Development Group, LLC, a California limited liability company
(“Acheron”), Accentia, Inc., a Florida corporation
(“Accentia”), and TEAMM Pharmaceuticals, Inc. ., a
Florida corporation (“TEAMM”).
WHEREAS, Acheron, Accentia and
TEAMM entered into a Distribution Agreement dated May 28, 2003
(the “Distribution Agreement”) pertaining to the 10/200
Product as defined therein;
WHEREAS, Acheron, Accentia and
TEAMM have mutually agreed to terminate the Distribution
Agreement.
NOW, THEREFORE, pursuant to
Section 12.4 of the Distribution Agreement, Acheron, 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, 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
2. The Distribution Agreement is
hereby terminated as of the Effective Date. For the avoidance of
doubt, the effect of this termination is that all rights to
“sell” (as that word is defined in Section 3.1 of
the Distribution Agreement) the 10/200 Product previously granted
by Acheron to Accentia and TEAMM are being returned to and vested
in Acheron, without any residual rights of any kind remaining with
Accentia and TEAMM.
3. Accentia and TEAMM hereby
release Acheron, its officers, employees, directors, agents and
representatives from and against any and all claims,
losses , damages,
liabilities, demands, costs and expenses attributable to, or
arising out of, in any way the Distr
