ASSIGNMENT OF RIGHTS UNDER ROYALTY AGREEMENTAssignment of Rights Under Royalty Agreement • June 20th, 2008 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations
THIS ASSIGNMENT OF RIGHTS UNDER ROYALTY AGREEMENT (this “Assignment”), dated as of June 18, 2008, is entered into by and among Accentia Biopharmaceuticals, Inc., a Florida corporation (“Assignor”), Valens Offshore SPV I, Ltd. (“Assignee”) and Biovest International, Inc., a Delaware corporation (“Biovest”).
LAURUS MASTER FUND, LTD. VALENS U.S. SPV I, LLC VALENS OFFSHORE SPV I, LTD. PSOURCE STRUCTURED DEBT LIMITED c/o Valens Capital Management, LLCPayoff and Amendment Agreement • June 20th, 2008 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
The undersigned, Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”), Valens U.S. SPV I, LLC (as partial assignee of Laurus, “Valens US”), Valens Offshore SPV I, Ltd. (as partial assignee of Laurus, “Valens Offshore”) and PSource Structured Debt Limited (as partial assignee of Laurus, “PSource”; and together with Laurus, Valens US and Valens Offshore, individually, each a “Creditor Party” and collectively, the “Creditor Parties”), have been advised by Accentia Biopharmaceuticals, Inc., a Florida corporation (“Accentia”), Analytica International, Inc. (f/k/a The Analytica Group, Inc.), a Florida corporation (“Analytica”), and TEAMM Pharmaceuticals, Inc., a Florida corporation (“Teamm”; and together with Accentia and Analytica, individually, each a “Company” and collectively, the “Companies”) that the Companies intend to repay all outstanding obligations of the Companies to the Creditor Parties under each of the following promissory notes (collectively, the “Obligations”): (a)
COLLATERAL ASSIGNMENTCollateral Assignment • June 20th, 2008 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations
FOR VALUE RECEIVED, and as collateral security for all debts, liabilities and obligations of Assignor to Assignees, now existing or hereafter arising under that certain Guaranty dated March 31, 2006 (as amended, modified, restated or supplemented from time to time, the “Guaranty”), Assignor hereby assigns, transfers and sets over unto each Assignee all of its rights but not its obligations under that certain Royalty Agreement dated as of October 31, 2006 (as amended, modified, restated or supplemented from time to time, the “Agreement”) between Assignor and Biovest International, Inc., a Delaware corporation (“Biovest”), including, without limitation, all moneys and claims for moneys due and/or to become due to Assignor under the Agreement with respect to Royalties (as defined in the Agreement) or otherwise.
REAFFIRMATION AND RATIFICATION AGREEMENTReaffirmation and Ratification Agreement • June 20th, 2008 • Accentia Biopharmaceuticals Inc • Pharmaceutical preparations • New York
