Exhibit 10.119
MUTUAL TERMINATION
AGREEMENT
This Mutual Termination Agreement
(this “Agreement”) is dated October 25, 2006 (the
“Effective Date” hereof) by and among Ryan
Pharmaceuticals, Inc. a Delaware limited liability company
(“Ryan”), Accentia, Inc., a Florida corporation
(“Accentia”), and TEAMM Pharmaceuticals, Inc., a
Florida corporation (“TEAMM”).
WHEREAS, Ryan, Accentia and TEAMM
entered into a Distribution Agreement dated May 23, 2003 (the
“Distribution Agreement”) pertaining to a 10/300
hydrocodone/acetaminophen Product (the 10/300 Product), as such
Distribution Agreement has been amended by the parties from time to
time;
WHEREAS, Ryan, Accentia and TEAMM
have mutually agreed to delete the 10/300 Product from the
Distribution Agreement as amended and to otherwise terminate the
Distribution Agreement as amended except as set forth
herein.
NOW, THEREFORE, pursuant to
Section 12.4 of the Distribution Agreement, Ryan, 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, and the obligation of Accentia and
TEAMM to make a certain payment to Ryan 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 Amendatory and Supplemental Letter
Agreement dated October 12, 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 10/300 Product is hereby
deleted from the Distribution Agreement, and the Distribution
Agreement as amended is terminated except as set forth herein
below, 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
Distributi
