**Exhibit 10.8**

**WARRANT TERMINATION AGREEMENT**

**THIS WARRANTTERMINATION AGREEMENT** (this “Agreement”) is made as of November 17, 2010, by and between VALENS OFFSHORE SPV I, LTD., a Delaware limited liability company (“Valens Offshore”), and ACCENTIABIOPHARMACEUTICALS, INC., a Florida corporation (“Accentia”). 

**RECITALS**

**WHEREAS**, on January 18, 2008, Accentia executed and issued to Valens Offshore a Common Stock Purchase Warrant(the “Warrant”) for the purchase by Valens Offshore, on or before January 18, 2014, of up to 365,169 shares of Accentia Common Stock at an exercise price of $2.67 per share; 

**WHEREAS**, pursuant to that certain Term Loan and Security Agreement (the “Security Agreement”)dated as of November 17, 2010, by and among Accentia, the Lenders party thereto and LV Administrative Services, Inc., the parties hereto, in consideration for the acceptance by certain of the Prepetition Lenders of the allowed secured claimsagainst Accentia as provided therein, have agreed, among other things, to the termination and cancellation of the Warrant; and 

**WHEREAS**, pursuant to the terms and conditions of the Security Agreement, Valens Offshore and Accentia desire to terminate and cancel the Warrant effective as of the date of this Agreement.

**NOW, THEREFORE**, for good and valuable consideration, the receipt and sufficiency of which are herebyacknowledged, the parties hereto hereby agree as follows: 

1. Capitalized terms used but not defined hereinshall have the meanings ascribed to them in the Security Agreement. 

2. The parties hereto agree that theabove Recitals are true and correct in all respects. 

3. Valens Offshore hereby consents to the terminationand cancellation of the Warrant (and all of the rights and obligations created thereunder), and Accentia hereby cancels the Warrant, effective as of the date of this Agreement. 

4. Valens Offshore hereby acknowledges and agrees that it shall have no claims of any nature whatsoever against Accentiaas a result of the termination and cancellation of the Warrant. 

5. This Agreement shall be binding upon theparties hereto and their respective successors and assigns. The parties hereto agree that this Agreement is fully and adequately supported by consideration, is fair and reasonable, and that they have had the opportunity to discuss this matter withcounsel of their choice. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be deemed to constitute one agreement. It is understood and agreed that if facsimilecopies of this Agreement bearing facsimile signatures are exchanged between the parties hereto, such copies shall in all respects have the same weight, force and legal effect and shall be fully as valid,

 
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binding, and enforceable as if such signed facsimile copies were original documents bearing original signature. 

6. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED, INTERPRETED AND ENFORCED ACCORDING TO, THE LAWS OF THE STATE OFNEW YORK, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS PROVISIONS THEREOF. ANY ACTION BROUGHT CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE BROUGHT ONLY IN THE STATE COURTS OF NEW YORK OR IN THE FEDERAL COURTS LOCATEDIN THE STATE OF NEW YORK. The prevailing party shall be entitled to recover from the other party its reasonable attorneys’ fees and costs. Wherever possible each provision of this Agreement shall be interpreted in such manner as to beeffective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without invalidating theremainder of such provision or the remaining provisions of this Agreement. 

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**IN WITNESS WHEREOF**, the undersigned have executed this Agreement as of the date firstabove written. 

 
VALENS OFFSHORE SPV I, LTD.By: Valens Capital Management, LLC, its investment managerBy: 
/s/ PatrickRegan
Name: Patrick ReganTitle: Authorized SignatoryACCENTIA BIOPHARMACEUTICALS, INC.By: 
/s/ Samuel S.Duffey
Name: Samuel S. Duffey
Title:
 President