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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 Distribution Agreement.
4. Acheron hereby release Accentia and TEAMM, their officers,
employees, directors, agents and representatives from and against
any and all claims, losses , d
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