Asset Purchase Agreement With Tiber, Inc. Dated October 4, 2006

Exhibit 10.1

ASSET PURCHASE AGREEMENT

This Asset Purchase Agreement (this " Agreement" ) is made and entered into as of October 4, 2006, by and among TEAMM Pharmaceuticals, Inc., a Florida corporation (" Seller" ), Accentia BioPharmaceuticals, Inc., a Florida corporation, (" Parent" ) and Tiber, Inc., a Georgia corporation (the " Buyer" ).

RECITALS

WHEREAS, subject to the terms and conditions of this Agreement, Seller desires to sell to Buyer, and Buyer desires to purchase from Seller, the Purchased Assets (as defined below). AGREEMENT

NOW, THEREFORE, in consideration of the premises and the mutual covenants and promises contained herein, and for other good and valuable consideration, the receipt and sufficiency of which hereby are acknowledged, the Parties agree as follows: Article I. Definitions

Construction of Certain Terms and Phrases.

1.0 Unless the context of this Agreement otherwise requires: (a) words of any gender include each other gender; (b) words using the singular or plural number also include the plural or singular number, respectively; (c) the terms " hereof," " herein," " hereby" and derivative or similar words refer to this entire Agreement; (d) the terms " Article," " Section" or " Exhibit" refer to the specified Article, Section or Exhibit of this Agreement; (e) the term " or" has, except where otherwise indicated, the inclusive meaning represented by the phrase, " and/or" ; and (f) the term " including" means " including without limitation." Whenever this Agreement refers to a number of days, such number shall refer to calendar days unless Business Days are specified. All accounting terms used but not otherwise defined herein shall have the meanings ascribed to such terms under U.S. Generally Accepted Accounting Principles. The Agreement was negotiated by the Parties with the benefit of legal representation, and any rule of construction or interpretation otherwise requiring this Agreement to be construed against any Party shall not apply to any construction or interpretation hereof.

As used in this Agreement, the following defined terms have the meanings described below:

1.1" Action or Proceeding" means any action, suit, proceeding, arbitration, Order, inquiry, hearing, assessment with respect to fines or penalties or litigation (whether civil, criminal, administrative, investigative or informal) commenced, brought, conducted or heard by or before, or otherwise involving, any Governmental or Regulatory Authority. 1.2" Adverse Effect" means an effect or condition that individually or in the aggregate is materially adverse to the Purchased Assets or the business, results of operations, or financial condition of the Business.

1.3" Affiliate" means, with respect to any Person, any other Person which controls, is controlled by or is under common control with such person or entity. A Person shall be regarded as in control of another Person if it owns or controls, directly or indirectly, (i) in the case of corporate entities at least fifty percent (50%) (or the maximum ownership interest permitted by law) of the equity securities in the subject entity entitled to vote in the election of directors and, (ii) in the case of an entity that is not a corporation, at least fifty percent (50%) (or the maximum ownership interest permitted by law) of the equity securities or other ownership interests with the power to direct the management and policies of such subject entity or entitled to elect the corresponding management authority. 1.4" Agreement" has the meaning set forth in the Preamble hereto.

1.5" Assets and Properties" of any Person means all assets and properties of any kind, nature, character and description (whether real, personal or mixed, whether tangible or intangible, whether absolute, accrued, contingent, fixed or otherwise and wherever situated), including the goodwill related thereto, operated, owned or leased by such Person, including cash, cash equivalents, accounts and notes receivable, chattel paper, documents, instruments, general intangibles, regulatory approvals, equipment, inventory, goods, minute books, stock records and corporate seals, shares of capital stock held in treasury, all personnel records, all claims for refund of taxes, and all rights in connection with and assets of any employee benefit plans.

1.6" Assumed Contract" means those Contracts identified in Article 6.6 of the Seller Disclosure Schedule. 1.7" Assumed Liabilities" means (i) all rebates and chargebacks and obligations under or pursuant to the Assumed Contracts received after the Closing Date, so long as such rebates and chargebacks do not exceed a total of $15,000 for all liabilities for the first quarter beginning October 1, 2006 and ending Dec 31,2006. For purposes of this agreement, rebates and chargebacks for the quarter October 1, 2006 through December 31, 2006 will be assumed to have been from sales incurred prior to the closing date, any rebates received after December 31, 2006 will assumed to be entirely from sales incurred after the Closing Date and will be the sole obligation of the Buyer. (ii) effective as of the start of the first calendar quarter beginning October 1, 2006, and continuing each quarter thereafter, all state and federal Medicaid/Medicare rebates related to the Products and Product Inventory that are received after Closing Date, (iii) that portion of returns associated only with the specific lot numbers and percentages identified in Schedule A. 1.8" Authority" means any governmental, regulatory or administrative body, agency or authority, any court or judicial authority, any arbitrator or any public, private or industry regulatory authority, whether foreign, federal, state or local.


-2- 1.9" Books and Records" means all files, documents, instruments, papers, books and records (other than Marketing Materials) owned by Seller or an Affiliate of Seller relating exclusively to the Business, including any pricing lists, customer lists, vendor lists and financial data, but excluding any such items to the extent that (i) any applicable Law prohibits their transfer or (ii) any transfer thereof would subject Seller or any of its Affiliates to any contractual or other Liability or obligation.

1.10" Breach" means any breach of, or any inaccuracy in, any representation or warranty or any breach of, or failure to perform or comply with, any covenant or obligation, in or of this Agreement, or any event which with the passing of time or the giving of notice, or both, would constitute such a breach, inaccuracy or failure. 1.11" Business" means the activities of manufacturing, marketing, selling and distributing the Products in the Territory. 1.12" Business Day" means a day other than Saturday, Sunday or any day on which banks located in New York are authorized or obligated to close.

1.13" Buyer" has the meaning set forth in the Preamble to this Agreement.

1.14" Buyer Disclosure Schedule" has the meaning set forth in Article VII hereof. 1.15" Buyer Governmental Consent" has the meaning set forth in Article 7.4. 1.16" Buyer Indemnified Parties" shall have the meaning set forth in Article 11.2. 1.17" Buyer Labeling" means the printed labels, labeling and packaging materials, including printed carton, container labels and package inserts, used by Buyer and bearing Buyer' s name for the Products.

1.18" Closing" has the meaning set forth in Article 5.1.

1.19" Closing Date" means the date that the Closing actually occurs as provided in Article 5.1. 1.20" Closing Payments" has the meaning set forth in Article 4.1

1.21" Confidential Information" has the meaning set forth in Article 12.1.

1.22" Contemplated Transactions" means all of transactions contemplated by this Agreement. 1.23" Contract" means any and all commitments, contracts, consensual obligations, purchase orders, leases, promises or undertaking or other agreements, whether written or oral and whether express or implied.

1.24" Corporate Names" has the meaning set forth in Article 8.6

1.25" Cost of Goods" means the price charged by the manufacturer to Seller.


-3- 1.26" Encumbrance" means any mortgage, pledge, assessment, security interest, deed of trust, lease, lien, claim, option, pledge, right of way, easement, encroachment, levy, charge or other encumbrance of any kind, or any conditional sale or title retention agreement or other agreement to give any of the foregoing in the future. 1.27" Excluded Assets" means all Assets and Properties of Seller and its Affiliates except the Purchased Assets. 1.28" Excluded Liabilities" means i) any product liability claims arising out of the ownership or sale of the Products by Seller prior to the Closing ii) any Liability for Taxes arising out of the ownership of the Products by Seller prior to the Closing, as well as taxes for the period pre-Closing on inventory, income of Seller, sales and use and ad valorem tax and tax on the sale of the Purchased Assets iii) all accounts payable incurred by Seller or an Affiliate of Seller with respect to the Business prior to Closing, (iv) any rebate liability for the quarter ending September 30, 2006 as long as Buyer does not adversely affect rebate liability, (v) any return for Products not specified by lot number in Schedule A and (vi) any other Liability of Seller or any of its Affiliates not expressly assumed by Buyer hereunder. 1.29" Food and Drug Laws" means the Federal Food, Drug, and Cosmetic Act of 1938, as amended, and all similar state, local, and foreign laws or ordinances, as well as all other Federal and state laws related to the development, manufacture, offer for sale, sale, use and import of the Products, including, without limitation, all safety, environmental, and fire and health laws. 1.30" GAAP" means generally accepted accounting principles for financial reporting in the United States, applied on a consistent basis on which financial statements are prepared.

1.31" Governmental or Regulatory Authority" means any court, tribunal, arbitrator, authority, agency, commission, official or other instrumentality of the United States or other country, or any supra-national organization, state, county, city or other political subdivision thereof.

1.32" Gross Revenue" means the invoiced amount for Products shipped

1.33" Indemnification Claim Notice" has the meaning set forth in Article 11.2(c). 1.34" Indemnified Party" has the meaning set forth in Article 11.2(c).

1.35" Indemnifying Party" has the meaning set forth in Article 11.2(c).

1.36" Indemnitee" and " Indemnitees" have the respective meanings set forth in Article 11.2(c). 1.37" Initial Amount" has the meaning set forth in Article 4.2(c).

1.38

" Know-how" means all information owned or licensed by Seller and its Affiliates and used exclusively in connection with the Business, including any Product specifications, technical knowledge, expertise, skill, practice, procedures, formulae, trade secrets,


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confidential information, analytical methodology, processes, preclinical, clinical, stability and other data, market studies and all other experience and know-how, in each case in tangible form, whether or not patented or patentable.

1.39" Knowledge" with respect to any Party, means the actual knowledge of the senior executive officers of such Party after due inquiry. 1.40" Law" means any federal, state or local law, statute or ordinance, or any rule, regulation, or published guidelines promulgated by any Governmental or Regulatory Authority.

1.41" Liability" means any liability (whether known or unknown, asserted or unasserted, absolute or contingent, accrued or unaccrued, liquidated or unliquidated, and due or to become due), including any liability for Taxes.

1.42" Marketing Materials" means all market research, marketing plans, media plans, advertising, promotional and marketing books and records owned by Seller and its Affiliates and used exclusively in connection with the marketing and promotion of the Products, other than any such items to the extent that (i) any applicable Law prohibits their transfer or (ii) any transfer thereof would subject Seller or any of its Affiliates to any contractual or other Liability or obligation.

1.43" Net Revenue" means the Gross Revenues of the Products less credits for rebates, shipping costs, chargebacks, Product returns and other discounts deducted from the payment made by the customer.

1.44" Non-disclosing Party" has the meaning set forth in Article 12.1.

1.45" Order" means any order, writ, judgment, decree, ruling, injunction, assessment or arbitration award or similar order of any Governmental or Regulatory Authority (in each such case whether preliminary or final) or arbitrator.

1.46" Ordinary Course of Business" means such action that is consistent in nature, scope and magnitude with the past practices of the Business.

1.47" Parties" means Buyer and Seller.

1.48" Party" means each of Buyer and Seller.

1.49" Permits" means all qualifications, registrations, filings, privileges, franchises, immunities, licenses, permits, authorizations and approvals of Authorities which are used or required in the development, manufacture, offer for sale, sale, use and import of the Products, including, without limitation, all certificates, licenses and permits relating to building, safety, environmental laws, Food and Drug Laws, fire and health.

1.50" Permitted Encumbrance" means any minor imperfection of title or similar Encumbrance that individually or in the aggregate would not have an Adverse Effect to Buyer.


-5- 1.51" Person" means any natural person, corporation, general partnership, limited partnership, limited liability company, proprietorship, other business organization, business trust, trust, union, unincorporated association or Governmental or Regulatory Authority.

1.52" Products" means Histex99 HC, Histex99 SR, Histex99 Liquid, Histex99 PD, Histex99 CT, Histex99 and all reformulations or line extensions under the Histex trade name manufactured to date or hereafter, excluding Histex99 PD-12 and Histex99 IE, and includes the Trademarks, Products in the Distribution Channel, tooling and equipment, licenses and permits, Marketing Materials and packaging supplies.

1.53" Products in the Distribution Channel" means all products physically held in any entity that distributes or dispenses such products including, but not limited to, wholesalers, distributors, chain warehouses, retail drugstores, clinics, hospitals, buying groups or mail order distributors.

1.54" Product Inventory" means all inventory as set forth on Seller' s Disclosure Schedule Article 6.7 (which shall be updated as of Closing), including all inventory of finished Product in all sizes and presentation including all reformulations owned as of the Closing by Seller or any Affiliate thereof of finished Product or works in progress or materials used in the manufacture of finished Product including all reformulations held at a location or facility of Seller, any Affiliate of Seller or any of Seller' s contract manufacturers. Article 6.7 of the Seller Disclosure Schedule lists the Product Inventory of finished Products acquired by Buyer as of the Closing.

1.55" Pull-Through" means for the specific time period, the sum of (i) the dispensing of the Product Inventory and the Products in the Distribution Channel for the NDC codes listed on Exhibit C as evidenced by Wolters Kluwer reporting data and (ii) the Returns Report minus the Shipment Report. The amount of Pull-Through shall be subject to audit by Seller in accordance with the provisions set forth in Article 4.2(ii).

1.56" Purchase Price" has the meaning set forth in Article IV.

1.57" Purchased Assets" means (i) the Products; (ii) the Product Inventory; (iii) Products in the Distribution Channel, (iv) Sample Inventory (v) the Assumed Contracts; (vi) the Trademarks; and (vii) the Marketing Materials.

1.58" Regulatory Approvals" means, as they relate exclusively to the Products and to the extent owned or licensed by Seller, the new drug applications and new drug submissions for the Products, all supplements thereto and all regulatory files relating thereto and all other regulatory approvals and governmental registrations made by or issued to Seller that relate specifically to pertaining to the Products, Transferred Patents, or Permits.

1.59" Royalty End Date" means the date three (3) years following the Closing Date.


-6- 1.60" Returns Report" means a report totaling all credit memoranda issued and/or payments made by Buyer to customers with respect to Products in the Distribution Channel and Product Inventory that were returned to Buyer. Each Returns Report shall contain, at a minimum, the specific Product(s) and Product Inventory and number of bottles of such Product(s) and Product Inventory returned to Buyer, the customer(s) and the dollar amount of payments made or credits issued to such customer(s). The first Returns Report will be for the period from the Closing Date through the end of the month immediately following Closing. Thereafter the Returns Report will be for monthly time periods. Returns Reports will be transmitted no later than ten (10) days following the close of the month.

1.61" Sales Discounts and Allowances" means any sales discounts and/or other allowances, including but not limited to, promotions and terms given to such customers in the normal course of Business.

1.62" Seller" has the meaning set forth in the Preamble to this Agreement.

1.63" Seller Disclosure Schedule" has the meaning set forth in the preamble to Article VI of this Agreement. 1.64" Shipment Report" means a report totaling all shipments of Product Inventory made by Buyer to customers. Each Shipment Report shall contain, at a minimum, the specific Product Inventory and number of bottles of the Product Inventory shipped by Buyer, the customer(s) and the dollar amount of shipments made to such customer(s). The first Shipment Report will be for the period from the Closing Date through December 31, 2006 . Thereafter, the Shipment Report will be for quarterly time periods.

1.65" Specified Know-How" means all proprietary inventions, technology, trade secrets, know-how, data, procedures and other information, in each case that (a) have been reduced to writing or stored electronically or are in another tangible form, and (b) relate exclusively to the Products.

1.66" Tax" means all of the following tax in connection with the operations of the Business or the Contemplated Transactions: (i) any net income, alternative or add-on minimum tax, gross income, gross receipts, sales, use, ad valorem, transfer, franchise, profits, license, excise, severance, stamp, occupation, premium, property, environmental or windfall profit tax, custom, duty or other tax, governmental fee or other like assessment imposed by an Governmental or Regulatory Authority responsible for the imposition of any such tax (domestic or foreign) or payable under any tax-sharing agreement or any other contract; (ii) any Liability for the payment of any amounts of the type described in (i) as a result of being a member of any affiliated, consolidated, combined, unitary or other group for any taxable period; and (iii) any Liability for the payment of any amounts of the type described in (i) or (ii) as a result of any express or implied obligation to indemnify any other person.


-7- 1.66" Territory" means the United States of America.

1.67" Trademarks" means the trade name, trade dress, logos, common law trademarks or service marks and registered trademarks or service marks and the associated goodwill with respect to the Products.

Article II. Purchase and Sale of Assets 2.1 Subject to the terms and conditions of this Agreement, at the Closing, Seller shall sell, transfer, convey, assign and deliver to Buyer, and Buyer shall purchase, acquire and accept from Seller, all of Seller' s and each such Affiliate' s right, title and interest, as of the Closing, in and to the Purchased Assets free and clear of Encumbrances, with the exception for Permitted Encumbrances. The Excluded Assets are not part of the sale and purchase of the Contemplated Transactions, are excluded from the Purchased Assets and shall remain the property of Seller after Closing. 2.2 Notwithstanding anything contained in this Agreement to the contrary, Seller may retain an archival copy of all Assumed Contracts, Books and Records, Marketing Materials and other documents or materials conveyed hereunder.

Article III. Assumption of Assumed Liabilities 3.1 Subject to the terms and conditions of this Agreement, as of the Closing Date, Buyer agrees to assume, satisfy, perform, pay, discharge and otherwise be responsible for the Assumed Liabilities. The Excluded Liabilities shall remain the sole responsibility of and shall be retained, paid, performed and discharged solely by Seller.

Article IV. Purchase Price and Payment

4.1 Purchase Price. As consideration for the Purchased Assets, Buyer shall:

(a) (i) pay a cash purchase price for the Products and Marketing Materials equal to $150,000 payable at Closing; and (ii) pay a cash purchase price of $61,143 for the Product Inventory equal to the Cost of Goods as estimated by Seller for the inventory as listed on Exhibit A payable at closing. Buyer shall confirm the inventory within four (4) months of closing, with an adjustment to the Purchase Price made at the time of the first royalty payment.


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(b) Assume the Assumed Liabilities. (c) The Closing payments shall be paid by Buyer to Seller in cash by wire transfer of immediately available funds to an account or accounts designated by Seller prior to the Closing Date.

4.2 Additional Consideration. As additional consideration for the Purchased Assets: (a) Additional Payments . Buyer shall pay from the Closing Date and for a period of three (3) years to Seller a quarterly royalty payment equal to eight percent (8%) of Net Revenue for the commercial sale of each Product. The minimum royalty due to Seller is $166,667 for each rolling12 month period quarter paid as provided in paragraph (b) below. The payment each quarter shall be the higher of the minimum payment for the quarter, ($41,500) or 8% of Net Revenue, adjusted as provided herein. However, if the sales in any rolling 12 month period are less than $2,075,000.00, the royalty payment due for such period will not exceed $166,667.00.

(b) Each payment to be made pursuant to this Article 4.2 shall be paid to Seller no later than the forty-fifth (45th) day after the end of each calendar quarter by check not less than two (2) Business Days prior to the date on which such payment is due. (c) In the event the Buyer shall sublicense or re-license the Products to a third party, Seller shall continue to receive a quarterly royalty payment equal to eight percent (8%) on the commercial net sales of each Product and Product Inventory until the Royalty End Date subject to the payment provisions described in this Article 4.2 and subject to the minimum royalty described in this Article 4.2.

(d) In the event of rebates, returns, Sales Discounts and Allowances or other adjustments to Net Revenue occurring after the Royalty End Date, Buyer shall bill Seller for such adjustment with payment due thirty (30) days thereafter and an eight percent (8%) per annum interest charge shall be added to all delinquent payments. However for purposes of this agreement, minimum royalties must be met for the time period as listed in 4.2(a) and would not be lowered for returns, rebates, Sales Discounts and Allowances or other adjustments with the sole exception in response to FDA action listed in 4.2(e).

(e) Anything herein to the contrary notwithstanding, in the event that the FDA or other Authority takes action to remove the Products from the market or prevents their sale, then all royalty payments shall cease immediately. In the event, however, that products under the Histex trade name return for commercial sale within the royalty period outlined in this agreement, then royalty payments would resume for the remaining period.

(f) Buyer shall be responsible and shall hold seller harmless for all Assumed Liabilities as listed in Article 1.7. Seller shall prepare a report for Buyer listing in detail any payments that may be due to Seller to reimburse Seller for any Assumed Liabilities. The reports shall be submitted to the Buyer within ten (10) days of the close of the quarter and the amount due shall be paid with, and in addition to, the Buyer' s royalty payment.


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(g) Within thirty days following proof to Buyer that Seller has paid return liability in excess of $100,000 over a two (2) year period from the Closing Date on Histex Products that is not an Assumed Liability, excluding returns from Histex IE and Histex PD 12, Buyer will reimburse Seller $25,000. (i) Reports; Payments . In connection with each quarterly royalty payment set forth in Article 4.2(a) hereof, Buyer shall provide an estimated report by the tenth (10 th ) day after each quarterly period and a final report when the quarterly royalty payment is due setting forth the calculation of Net Revenue for each Product and Product Inventory for the applicable period and the amount of the royalty payment due, each in sufficient detail to permit Seller to determine whether the calculation of Net Revenue and the calculation of the royalty payment due is fair estimate. Buyer shall cause its representatives and employees to be reasonably available to Seller to discuss any questions or comments of Seller concerning such report.

(ii) Records; Access; Audit for Net Revenue . Buyer shall use commercially reasonable efforts to keep complete and accurate records of sales and all other information necessary to accurately calculate the Net Revenue for the periods described above and keep such records through the Royalty End Date and for an additional twelve (12) months. Until the Royalty End Date and for a period of twelve (12) additional months, Seller shall have the right through its representatives or an independent, certified public accountant to audit such records at the place or places of business where such records are customarily kept in order to verify the accuracy of the reports of Net Revenue made hereunder. Such audits may be exercised during normal business hours upon ten (10) days prior written notice to Buyer, provided that notice is given at least sixty (60) days after the due date of such royalty payment. Seller shall bear the full cost of such audit unless such audit discloses a variance of more than ten percent (10%) from the amount of any payment calculated with respect to Net Revenue under this Agreement, in which case Buyer shall bear the full cost of such audit. In the event that Buyer disputes the results of Seller' s audit, Buyer may through its representative or an independent certified public accountant, agreeable to the Seller, audit such records and if Buyer disputes the claimed amount of shortfall, Buyer shall provide notice of such dispute in writing with reasonable detail to Seller and Buyer and Seller shall attempt to resolve such dispute in good faith. If within twenty (20) days after receipt of the dispute by Seller, the Parties have been unable to resolve the dispute amicably, the matter will be resolved by an independent accounting firm of nationally recognized standing (the " Arbitrator" ) that is mutually agreed upon by both Buyer and seller for final resolution. Should the Parties be unable to agree on an Arbitrator, one will be appointed by the American Arbitration Association. Any amounts that are determined to be due and owing by Buyer to Seller or by Seller to Buyer following such audit, including the fees and expenses of the Arbitrator, if necessary, shall be paid within ten (10) days thereafter, together with any interest due thereon (at a rate equal to nine percent (9%) per annum) for any amounts owing by one Party to the other.


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(iii) Records; Access; Audit for Product Inventory and Products in the Distribution Channel . For a period of two years following the Closing Date, Buyer shall keep complete and accurate records of any returns and Sales Discounts and Allowances. Seller shall have the right through its representatives or an independent, certified public accountant to audit such records pertaining to the Purchased Assets, including the Returns Report and Shipment Report, at the place or places of business where such records are customarily kept in order to verify the accuracy of the returns and the Returns Report and Shipment Reports made hereunder. Such audits may be exercised during normal business hours upon ten (10) days prior written notice to Buyer. (b) Responsibility for Product Inventory and Products in the Distribution Cha ...