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Accentia Biopharmaceuticals, Inc. Enters into a Definitive Agreement for a $25 Million Exchangeable Convertible Debenture Financing.


TAMPA, Fla. -- On September 29, 2006 Accentia Biopharmaceuticals, Inc. (NASDAQ NASDAQ
 in full National Association of Securities Dealers Automated Quotations

U.S. market for over-the-counter securities. Established in 1971 by the National Association of Securities Dealers (NASD), NASDAQ is an automated quotation system that reports on
: ABPI ABPI Association of the British Pharmaceutical Industry
ABPI Associação Brasileira da Propriedade Intelectual (Brazilian Intellectual Property Association; Brazil)
ABPI Ankle Brachial Pressure Index
) entered into a definitive agreement for a 4-year term, $25 million exchangeable convertible debenture Convertible Debenture

Any type of debenture that can be converted into some other security.

Notes:
For example, a convertible bond can be converted into stock.
 financing, with several institutional investors. Funding is expected to be completed on October 2, 2006. Rodman & Renshaw, LLC (Logical Link Control) See "LANs" under data link protocol.

LLC - Logical Link Control
 acted as the sole placement agent for the financing. The proceeds will be used to strengthen the Company's cash position, repay certain short-term debt Short-term debt

Debt obligations, recorded as current liabilities, requiring payment within the year.
, support commercialization of its specialty pharmaceuticals business and develop intranasal in·tra·na·sal
adj.
Within the nose.
 antifungals for chronic sinusitis chronic sinusitis Chronic sinus infection ENT Inflammation of the sinuses that empty into the nasal cavity Etiology Allergic rhinitis, nasal obstruction, deviated nasal septum, tooth abscesses, URIs .

The debenture offering provides investors with an 8% coupon and 35% warrant coverage at an exercise price of $2.75 per share. The debenture is redeemable by Accentia, in whole or in part, anytime after 12 months at a 20% premium over the amount of principal redeemed, plus warrants based on the amount redeemed and share valuation at the time of each redemption. The debenture begins amortization at month 13 and continues to amortize in equal monthly installments over 36 months. During the life of the debenture investors can convert into Common Stock of registered Accentia shares at a fixed conversion price of $2.60 per share. After the first year, the holders of the debentures may also exchange the principal amount of their debentures for shares of common stock of Biovest International, Inc. held by Accentia at an exchange price of $1.00 per Biovest share, provided that the total amount of Biovest shares subject to exchange, together with the number of shares issuable under associated warrants, do not exceed 18 million. Biovest is a majority owned subsidiary of Accentia. After the first year or the occurrence of certain triggering events, investors may elect to exercise the warrants to purchase Biovest shares at an exercise price of $1.10 per share. Both the convertible and exchangeable features of the debenture provide investors with full ratchet Full Ratchet

An anti-dilution provision that, for any shares of common stock sold by a company after the issuing of an option (or convertible security), applies the lowest sale price as being the adjusted option price or conversion ratio for existing shareholders.
 dilution protection Dilution protection

Standard provision that changes the conversion ratio in the case of a stock dividend or extraordinary distribution to avoid dilution of a convertible bondholder's potential equity position.
. Under certain conditions after 12 months the debenture can be amortized by Accentia, using at Accentia's option, a combination of cash, Accentia common shares and/or shares of Biovest owned by Accentia based on valuation of the respective shares at the time of payment.

For further details, please see the Company's 8-K filed October 2, 2006.

About Accentia Biopharmaceuticals, Inc.

Accentia Biopharmaceuticals, Inc. is a biopharmaceutical company focused on the development and commercialization of late-stage clinical products in the therapeutic areas of respiratory disease and oncology. Two of these products are SinuNase[R] and BiovaxID[R]. The Company's SinuNase product, in development to treat chronic sinusitis (rhinosinusitis), is a novel application and formulation of a known anti-fungal licensed from the Mayo Foundation for Medical Education and Research. BiovaxID is a patient-specific anti-cancer vaccine focusing on the treatment of follicular fol·lic·u·lar
adj.
1. Relating to, having, or resembling a follicle or follicles.

2. Affecting or growing out of a follicle or follicles.
 non-Hodgkin's lymphoma non-Hodg·kin's lymphoma
n.
Any of various malignant lymphomas characterized by the absence of Reed-Sternberg cells.


Non-Hodgkin's lymphoma 
. BiovaxID, which is being developed by Accentia's subsidiary Biovest International, Inc., is currently in a Phase 3 clinical trial phase 3 clinical trial Phase 3 study. See Phase study. . In addition, Accentia's growing specialty pharmaceutical business, TEAMM Pharmaceuticals, has a portfolio of currently marketed products plus a pipeline of additional products under development by third parties. For further information, please visit our web site: www.accentia.net.

Forward-Looking Statements

Statements in this release that are not strictly historical in nature constitute "forward-looking statements." Such statements include, but are not limited to, statements about SinuNase, BiovaxID, AutovaxID and any other statements relating to products, product candidates, product development programs the FDA FDA
abbr.
Food and Drug Administration


FDA,
n.pr See Food and Drug Administration.

FDA,
n.pr the abbreviation for the Food and Drug Administration.
 or clinical trial process including the commencement, process or completion of clinical trials or the regulatory process. Such statements may include, without limitation, statements with respect to the Company's plans, objectives, expectations and intentions and other statements identified by words such as "may," "could," "would," "should," "believes," "expects," "anticipates," "estimates," "intends," "plans" or similar expressions. Such forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause the actual results of Accentia to be materially different from historical results or from any results expressed or implied by such forward-looking statements. These factors include, but are not limited to, risks and uncertainties related to the progress, timing, cost, and results of clinical trials and product development programs; difficulties or delays in obtaining regulatory approval for product candidates; competition from other pharmaceutical or biotechnology companies; and the additional risks discussed in filings with the Securities and Exchange Commission. All forward-looking statements are qualified in their entirety by this cautionary statement, and Accentia undertakes no obligation to revise or update this news release to reflect events or circumstances after the date hereof.
COPYRIGHT 2006 Business Wire
No portion of this article can be reproduced without the express written permission from the copyright holder.
Copyright 2006, Gale Group. All rights reserved. Gale Group is a Thomson Corporation Company.

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Publication:Business Wire
Date:Oct 2, 2006
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