AGREEMENT

EXHIBIT 10.10

AGREEMENT

This agreement (hereinafter referred to as the “AGREEMENT”) by and between New River Pharmaceuticals Inc., its predecessors, successors and assigns, a Virginia corporation having its principal place of business at The Governor Tyler, 1881 Grove Avenue, Radford, Virginia 24141 (hereinafter “NEW RIVER”), and Innovative Technologies, L.L.C., its predecessors, successors and assigns, a Virginia corporation having its principal place of business at 15120 Industrial Park Road, Bristol, VA ###-###-#### (hereinafter referred to as “INNOVATIVE”), and Keith Latham, his heirs, estates, successors, and assigns, who resides at 799 Barclay Drive, Abingdon, VA 24210 (hereinafter referred to as “LATHAM”) (hereinafter referred to collectively as the “PARTIES” or individually as the “PARTY”) is entered into as of this 30^th day of June, 2004 (hereinafter the “EFFECTIVE DATE”).

RECITALS

WHEREAS, NEW RIVER and INNOVATIVE and/or LATHAM are parties to previous contracts and other agreements including: a Settlement Agreement dated March 20, 2000; an Assignment dated the April 5, 2000; an Option Agreement dated the April 5, 2000; an Assignment of Technology and Trademark Transfer Agreement dated March 1, 1998; and a Technology and Trademark Transfer Agreement dated June 15, 1995;

WHEREAS, the PARTIES wish to modify certain terms of the CONTRACTS;

WHEREAS, the PARTIES also wish to set forth, consistent with applicable law, any and all inventorship claims of INNOVATIVE or LATHAM with regard to certain patents and pending applications that are being, or have been, prosecuted by NEW RIVER or that have been issued to NEW RIVER, as well as any future applications relating to the patents, the pending applications, or the subject matter claimed or disclosed in such patents or pending applications (hereinafter collectively referred to as “PATENT RIGHTS”); and

WHEREAS, INNOVATIVE and LATHAM desire to covenant never to commence, prosecute, or pursue any claim, demand or cause of action relating to any PATENT RIGHTS and/or CONTRACTS.

NOW, THEREFORE, in consideration of the promises and the mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the PARTIES agree as follows:

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Article 1

PAYMENT; ROYALTY; LICENSES; CONTRACTS; PATENT RIGHTS

1.1      Payment to INNOVATIVE and LATHAM

1.2      Royalty to INNOVATIVE and LATHAM

(a) trade, quantity and cash discounts allowed;

(b) commissions, discounts, refunds, rebates, chargebacks, retroactive price adjustments, and any other allowances which effectively reduce the net selling price;

(c) actual PRODUCT returns and allowances;

(d) that portion of the sales value associated with delivery systems;

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(e) any tax imposed on the production, sale, delivery or use of the PRODUCT, including, without limitation, sales, use, excise or value added taxes;

(f) allowance for distribution expenses; and

(g) any other similar and customary deductions.

1.3      Licenses

1.4      CONTRACTS

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1.5      PATENT RIGHTS

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Trademark Office, or foreign patent office to be inventors related to any patent or patent application relating to any of the PATENT RIGHTS, INNOVATIVE and LATHAM in consideration of the terms of this AGREEMENT, and other good and valuable consideration, receipt of which is hereby acknowledged, do hereby sell, assign and transfer unto NEW RIVER, its successors, assigns and legal representatives, our entire right, title and interest in and throughout the United States of America (including its territories and dependencies) and all countries foreign thereto in and to said improvements, said United States application, any other United States applications, including provisional, divisional, renewal, substitute, continuation, reexamination and reissue applications, based in whole or in part on said United States application or in whole or in part on said improvements, any foreign applications, including international and regional applications, based in whole or in part on any of the aforesaid United States applications or in whole or in part on said improvements, and in and to any and all letters patent, including extensions thereof, of any country which have been or may be granted on any of the aforesaid applications or on said improvements or any parts thereof.

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Article 2

MISCELLANEOUS

2.1      Neither INNOVATIVE nor LATHAM shall assign this AGREEMENT or any of the rights or obligations hereunder without the prior written consent of NEW RIVER and any attempted assignment shall be null and void. Subject to the obligations of NEW RIVER to INNOVATIVE and LATHAM hereunder, NEW RIVER may assign this AGREEMENT or otherwise transfer its rights in the licenses hereunder without the consent of INNOVATIVE or LATHAM.

2.2      This AGREEMENT constitutes the complete and exclusive statement of the agreement between the PARTIES, oral or written, relating to the subject matter of this AGREEMENT, and supersedes all prior agreements, negotiations, and understandings, oral or written, between the PARTIES relating to the subject matter of this AGREEMENT. This AGREEMENT can only be modified by a written agreement signed by both PARTIES.

2.3      The PARTIES agree that it is not the intention of any PARTY to violate any statutory or common law and that any provision of this AGREEMENT that is illegal, invalid or unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective to the extent of such illegality, invalidity or unenforceability without invalidating the remaining portions hereof or affecting the validity or enforceability of such provisions in any other jurisdiction.

2.4      Failure by any Party to enforce any provision of this AGREEMENT shall not be deemed a waiver of that provision or of any other provision of this AGREEMENT. Any claim of waiver of any right, obligation, term or condition of this AGREEMENT and any claim that any provision of this AGREEMENT has been modified or amended shall be null and void unless such waiver, modification or amendment is made in writing and signed by NEW RIVER and an authorized representative of INNOVATIVE and by LATHAM.

2.5      This AGREEMENT shall be construed and enforced in accordance with, and shall be governed by the laws of Virginia without giving any effect to the provision, policies or principles thereof relating to choice or conflict of laws.

2.6      This AGREEMENT shall be binding on, and inure to the benefit of, the PARTIES, their heirs, estates, successors and assigns.

2.7      The headings used in this AGREEMENT are not to be deemed part of this AGREEMENT, but are for convenience only and do not affect or limit the meaning of the language in a paragraph.

2.8      The PARTIES shall notify each other in writing, by certified mail.

2.9      INNOVATIVE and LATHAM and their respective attorneys agree to keep confidential, and not to disclose to others, except to the their respective accountants and attorneys, the

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terms and conditions of this AGREEMENT or the content of any negotiations, conversations or discussions between either PARTY and its attorneys, that in any way relate to the settlement as set forth in this AGREEMENT.

2.10    INNOVATIVE, LATHAM and NEW RIVER shall be deemed to have drafted this AGREEMENT equally, such that neither the AGREEMENT as a whole nor any specific provision of it shall be construed against a PARTY under the rule of contract construction whereby contracts are construed against the drafter.

2.11    In executing this AGREEMENT, each member of each PARTY fully, completely and unconditionally acknowledges and agrees that (i) it has had an opportunity to consult with, and seek the advice of, counsel of duly licensed and competent attorneys and that it has executed this AGREEMENT after independent investigation, voluntarily and without fraud, duress or undue influence, and (ii) it fully understands the terms of this AGREEMENT and expressly consents that this AGREEMENT be given full force and effect according to each and every of its express terms and provisions.

2.12    This AGREEMENT will become binding and effective upon the exchange of facsimile copies of the required signatures. The PARTIES will thereafter exchange formal signed originals of the AGREEMENT for their permanent records.

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IN WITNESS WHEREOF, the PARTIES hereto have caused this AGREEMENT to be executed and signed by their duly authorized representatives on the day and year set forth below.

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