CONTINGENT PAYMENT AGREEMENT BETWEEN BIOVEST INTERNATIONAL, INC. AND ERATO CORP.Contingent Payment Agreement • February 11th, 2011 • Biovest International Inc • Pharmaceutical preparations • Delaware
This Contingent Payment Agreement (this “Agreement”) is made as of November 17, 2010 (the “Effective Date”), by and between BIOVEST INTERNATIONAL, INC., a Delaware corporation (“Biovest”), and ERATO CORP., a Delaware corporation (the “Company”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed to such terms in the Security Agreement (as defined below).
STOCK PLEDGE AGREEMENTStock Pledge Agreement • February 11th, 2011 • Biovest International Inc • Pharmaceutical preparations • New York
THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of November 17, 2010, by and between LV Administrative Services, Inc., as Administrative and Collateral Agent for the Lenders (the “Pledgee”), and Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Pledgor”).
GUARANTYGuaranty • February 11th, 2011 • Biovest International Inc • Pharmaceutical preparations • New York
FOR VALUE RECEIVED, the undersigned “Guarantor” unconditionally guaranties to the Creditor Parties, their successors, endorsees and assigns, the prompt payment when due (whether by acceleration or otherwise) of all obligations of Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Company”) to the Creditor Parties and of all instruments of any nature evidencing or relating to the obligations of the Company and any other such obligations and liabilities upon which the Company or one or more parties and the Company is or may become liable to the Creditor Parties, whether incurred by the Company as maker, endorser, drawer, acceptor, guarantor, accommodation party or otherwise, and whether due or to become due, secured or unsecured, absolute or contingent, joint or several, and however or whenever acquired by the Creditor Parties, arising under, out of, or in connection with (i) that certain Term Loan and Security Agreement dated as of November 17, 2010 (as amended, restated, mo
ROYALTY TERMINATION AGREEMENTRoyalty Termination Agreement • February 11th, 2011 • Biovest International Inc • Pharmaceutical preparations • Florida
THIS ROYALTY TERMINATION AGREEMENT (this “Agreement”) is made as of November 17, 2010, by and between BIOVEST INTERNATIONAL, INC., a Delaware corporation (“Biovest”), and ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (“Accentia”).
RESIGNATION SETTLEMENTResignation Settlement • February 11th, 2011 • Biovest International Inc • Pharmaceutical preparations • Florida
This Resignation Settlement (this “Agreement”), effective as of December 31, 2010 (“Effective Date”), is executed by BIOVEST INTERNATIONAL, INC. (“Company”), a Delaware Corporation, and ALAN M. PEARCE, (“Pearce”), residing at 13766 E. Yucca Street, Scottsdale, AZ, 85259, to record their following agreement:
SECURITY AGREEMENTSecurity Agreement • February 11th, 2011 • Biovest International Inc • Pharmaceutical preparations • New York
ROYALTY TERMINATION AGREEMENTRoyalty Termination Agreement • February 11th, 2011 • Biovest International Inc • Pharmaceutical preparations • New York
THIS ROYALTY TERMINATION AGREEMENT (this “Agreement”) is made as of November 17, 2010, by and among AUTOVAXID, INC., a Florida corporation (“AutovaxID”) and BIOVEST INTERNATIONAL, INC., a Delaware corporation (“Biovest”), on the one hand, and LV ADMINISTRATIVE SERVICES, INC., a Delaware corporation, as administrative and collateral agent for the Lenders (the “Agent”), LAURUS MASTER FUND, LTD. (IN LIQUIDATION) (“Laurus”), VALENS U.S. SPV I, LLC, VALENS OFFSHORE SPV I, LTD., VALENS OFFSHORE SPV II, CORP. and PSOURCE STRUCTURED DEBT LIMITED (collectively, the “Prepetition Lenders” and together with the Agent, the “Creditor Parties”), on the other hand.
SUBORDINATION AGREEMENTSubordination Agreement • February 11th, 2011 • Biovest International Inc • Pharmaceutical preparations • Illinois
THIS SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of the 17th day of November, 2010, by and between Corps Real, LLC, an Illinois limited liability company (the “Senior Lender”), and LV Administrative Services, Inc., a Delaware corporation, as administrative and collateral agent for the Lenders (as defined in the Security Agreement referred to below) (the “Agent” and together with the Lenders, the “Subordinated Lenders” and each, a “Subordinated Lender”), and is acknowledged by Biovest International, Inc., a Delaware corporation (“Biovest”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed to such terms in the Security Agreement.
WARRANT TERMINATION AGREEMENTWarrant Termination Agreement • February 11th, 2011 • Biovest International Inc • Pharmaceutical preparations • New York
THIS WARRANT TERMINATION AGREEMENT (this “Agreement”) is made as of November 17, 2010, by and between VALENS U.S. SPV I, LLC, a Delaware limited liability company (“Valens U.S.”), and BIOVEST INTERNATIONAL, INC., a Delaware corporation (“Biovest”).
ROYALTY TERMINATION AGREEMENTRoyalty Termination Agreement • February 11th, 2011 • Biovest International Inc • Pharmaceutical preparations • New York
THIS ROYALTY TERMINATION AGREEMENT (this “Agreement”) is made as of November 17, 2010, by and between BIOVEST INTERNATIONAL, INC., a Delaware corporation (“Biovest”), on the one hand, and LV ADMINISTRATIVE SERVICES, INC., a Delaware corporation, as administrative and collateral agent for the Lenders (the “Agent”), and LAURUS MASTER FUND, LTD. (IN LIQUIDATION), VALENS U.S. SPV I, LLC, VALENS OFFSHORE SPV I, LTD., VALENS OFFSHORE SPV II, CORP. (“Valens Offshore II”) and PSOURCE STRUCTURED DEBT LIMITED (collectively, the “Prepetition Lenders” and together with the Agent, the “Creditor Parties”), on the other hand.
ROYALTY TERMINATION AGREEMENTRoyalty Termination Agreement • February 11th, 2011 • Biovest International Inc • Pharmaceutical preparations • New York
THIS ROYALTY TERMINATION AGREEMENT (this “Agreement”) is made as of November 17, 2010, by and between BIOVEST INTERNATIONAL, INC., a Delaware corporation (“Biovest”), on the one hand, and LV ADMINISTRATIVE SERVICES, INC., a Delaware corporation, as administrative and collateral agent for the Lenders (the “Agent”), and VALENS U.S. SPV I, LLC (“Valens U.S.”), on the other hand.
TERM LOAN AND SECURITY AGREEMENT LV ADMINISTRATIVE SERVICES, INC., as Administrative and Collateral Agent THE LENDERS From Time to Time Party Hereto and BIOVEST INTERNATIONAL, INC. Dated: November 17, 2010Term Loan and Security Agreement • February 11th, 2011 • Biovest International Inc • Pharmaceutical preparations • New York
This TERM LOAN AND SECURITY AGREEMENT is made as of November 17, 2010 (as amended, restated, supplemented and/or modified from time to time, this “Agreement”), by and among the lenders from time to time party hereto (the “Lenders”), LV ADMINISTRATIVE SERVICES, INC., a Delaware corporation, as administrative and collateral agent for the Lenders (in such capacity, the “Agent” and together with the Lenders, the “Creditor Parties”) and BIOVEST INTERNATIONAL, INC., a Delaware corporation (“Biovest”).
GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTYGrant of Security Interest in Intellectual Property • February 11th, 2011 • Biovest International Inc • Pharmaceutical preparations
THIS GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY is made as of November 17, 2010 (as amended, restated, supplemented and/or modified from time to time, this “Grant”), by ANALYTICA INTERNATIONAL, INC., a Florida corporation (the “Grantor”), in favor of LV ADMINISTRATIVE SERVICES, INC., a Delaware corporation, as administrative and collateral agent for the Lenders (the “Secured Party”).
GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTYGrant of Security Interest in Intellectual Property • February 11th, 2011 • Biovest International Inc • Pharmaceutical preparations
THIS GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY is made as of November 17, 2010 (as amended, restated, supplemented and/or modified from time to time, this “Grant”), by BIOVEST INTERNATIONAL, INC., a Delaware corporation (“Grantor”) in favor of LV ADMINISTRATIVE SERVICES, INC., a Delaware corporation, as administrative and collateral agent for the Lenders (the “Secured Party”).
SECURITY AGREEMENTSecurity Agreement • February 11th, 2011 • Biovest International Inc • Pharmaceutical preparations • Illinois
THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of the 17th day of November, 2010, by BIOVEST INTERNATIONAL, INC., a Delaware corporation (the “Borrower”), in favor of CORPS REAL, LLC, an Illinois limited liability company (the “Secured Party”).
ROYALTY ASSIGNMENT TERMINATION AGREEMENTRoyalty Assignment Termination Agreement • February 11th, 2011 • Biovest International Inc • Pharmaceutical preparations • New York
THIS ROYALTY ASSIGNMENT TERMINATION AGREEMENT (this “Agreement”) is made as of November 17, 2010, by and among ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (“Accentia”), BIOVEST INTERNATIONAL, INC., a Delaware corporation (“Biovest”), ERATO CORP. (“Erato”), VALENS U.S. SPV I, LLC (“Valens U.S.”), VALENS OFFSHORE SPV I, LTD. (“Valens Offshore”), and PSOURCE STRUCTURED DEBT LIMITED (“PSource” and together with Erato, Valens U.S. and Valens Offshore, the “Assignees”).
CLOSING SHARES LOCK-UP AGREEMENTClosing Shares Lock-Up Agreement • February 11th, 2011 • Biovest International Inc • Pharmaceutical preparations • New York
Capitalized terms not otherwise defined in this letter agreement (the “Letter Agreement”) shall have the meanings set forth in the Security Agreement. Pursuant to the terms and conditions of the Security Agreement, the Lenders irrevocably agree with the Company that the sale, transfer or assignment of all or any portion of the Closing Shares shall be subject to the terms and provisions of this Letter Agreement.
WARRANT TERMINATION AGREEMENTWarrant Termination Agreement • February 11th, 2011 • Biovest International Inc • Pharmaceutical preparations • New York
THIS WARRANT TERMINATION AGREEMENT (this “Agreement”) is made as of November 17, 2010, by and between LAURUS MASTER FUND, LTD. (IN LIQUIDATION), a Cayman Islands company (“Laurus”), and ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (“Accentia”).
LIMITED GUARANTYLimited Guaranty • February 11th, 2011 • Biovest International Inc • Pharmaceutical preparations • New York
FOR VALUE RECEIVED, and in consideration of loans made or to be made by the Lenders to or for the account of Biovest International, Inc., a Delaware corporation (the “Company”), from time to time and at any time and for other good and valuable consideration, and to induce the Lenders, in their discretion, to make such loans and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as the Creditor Parties (as defined below) may deem advisable, the undersigned “Guarantor”, subject to the conditions set forth herein, guaranties to the Creditor Parties, their successors, endorsees and assigns, the prompt payment when due (whether by acceleration or otherwise) of all Obligations of the Company to the Creditor Parties and of all instruments of any nature evidencing or relating to the Obligations of the Company and any other such obligations and liabilities upon which the Company or one or more parties and the Company is or may become liable to
SUBORDINATION AGREEMENTSubordination Agreement • February 11th, 2011 • Biovest International Inc • Pharmaceutical preparations • New York
THIS SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of the 17th day of November, 2010, by and between Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Subordinated Lender”), and LV Administrative Services, Inc., a Delaware corporation, as administrative and collateral agent for the Lenders (as defined in the Security Agreement referred to below) (the “Agent” and together with the Lenders, the “Senior Lenders” and each, a “Senior Lender”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed to such terms in the Security Agreement.
WARRANT TERMINATION AGREEMENTWarrant Termination Agreement • February 11th, 2011 • Biovest International Inc • Pharmaceutical preparations • New York
THIS WARRANT TERMINATION AGREEMENT (this “Agreement”) is made as of November 17, 2010, by and between LAURUS MASTER FUND, LTD. (IN LIQUIDATION), a Cayman Islands company (“Laurus”), and BIOVEST INTERNATIONAL, INC., a Delaware corporation (“Biovest”).
