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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 Distribution Agreement) the 10/300 Product previously granted
by Ryan to Accentia and TEAMM are being returned to and vested in
Ryan, without any residual rights of any kind remai
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