Attached files

file filename
10-Q - FORM 10-Q - BIOVEST INTERNATIONAL INCd10q.htm
EX-10.8 - SECURED TERM B NOTE BETWEEN BIOVEST AND PSOURCE - BIOVEST INTERNATIONAL INCdex108.htm
EX-10.1 - TERM LOAN AND SECURITY AGREEMENT - BIOVEST INTERNATIONAL INCdex101.htm
EX-10.5 - SECURED TERM A NOTE BETWEEN BIOVEST AND VALENS US - BIOVEST INTERNATIONAL INCdex105.htm
EX-31.1 - SECTION 302 CERTIFICATION OF CEO - BIOVEST INTERNATIONAL INCdex311.htm
EX-10.3 - SECURED TERM A NOTE BETWEEN BIOVEST AND PSOURCE - BIOVEST INTERNATIONAL INCdex103.htm
EX-32.1 - SECTION 906 CERTIFICATION OF CEO - BIOVEST INTERNATIONAL INCdex321.htm
EX-31.2 - SECTION 302 CERTIFICATION OF CFO - BIOVEST INTERNATIONAL INCdex312.htm
EX-10.4 - SECURED TERM A NOTE BETWEEN BIOVEST AND VALENS OFFSHORE SPV II - BIOVEST INTERNATIONAL INCdex104.htm
EX-10.2 - SECURED TERM A NOTE BETWEEN BIOVEST AND ERATO CORP - BIOVEST INTERNATIONAL INCdex102.htm
EX-10.6 - SECURED TERM A NOTE BETWEEN BIOVEST AND VALENS OFFSHORE SPV I - BIOVEST INTERNATIONAL INCdex106.htm
EX-10.7 - SECURED TERM B NOTE BETWEEN BIOVEST AND LAURUS MASTER FUND - BIOVEST INTERNATIONAL INCdex107.htm
EX-10.36 - RESIGNATION SETTLEMENT - BIOVEST INTERNATIONAL INCdex1036.htm
EX-10.11 - SECURED TERM B NOTE BETWEEN BIOVEST AND VALENS OFFSHORE SPV I - BIOVEST INTERNATIONAL INCdex1011.htm
EX-10.35 - SECURITY AGREEMENT - BIOVEST INTERNATIONAL INCdex1035.htm
EX-10.18 - WARRANT TERMINATION AGMT BETWEEN BIOVEST AND LAURUS - BIOVEST INTERNATIONAL INCdex1018.htm
EX-10.19 - WARRANT TERMINATION AGMT BETWEEN BIOVEST AND VALENS US - BIOVEST INTERNATIONAL INCdex1019.htm
EX-10.24 - ROYALTY ASSIGNMENT TERMINATION AGREEMENT BETWEEN - BIOVEST INTERNATIONAL INCdex1024.htm
EX-10.22 - ROYALTY TERMINATION AGMT AMONG BIOVEST, LV ADMINISTRATIVE AND THE LENDERS - BIOVEST INTERNATIONAL INCdex1022.htm
EX-10.32 - GRANT OF SECURITY INTEREST AGMT - BIOVEST INTERNATIONAL INCdex1032.htm
EX-10.13 - CONTINGENT PAYMENT AGREEMENT BETWEEN BIOVEST PSOURCE - BIOVEST INTERNATIONAL INCdex1013.htm
EX-10.30 - STOCK PLEDGE AGMT - BIOVEST INTERNATIONAL INCdex1030.htm
EX-10.27 - CLOSING SHARES LOCK-UP AGMT - BIOVEST INTERNATIONAL INCdex1027.htm
EX-10.34 - PLAN SECURED PROMISSORY NOTE - BIOVEST INTERNATIONAL INCdex1034.htm
EX-10.33 - GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY - BIOVEST INTERNATIONAL INCdex1033.htm
EX-10.10 - SECURED TERM B NOTE BETWEEN BIOVEST AND VALENS US - BIOVEST INTERNATIONAL INCdex1010.htm
EX-10.29 - GUARANTY - BIOVEST INTERNATIONAL INCdex1029.htm
EX-10.20 - ROYALTY TERMINATION AGMT AMONG BIOVEST, LV ADMINISTRATIVE, AND VALENS U.S. - BIOVEST INTERNATIONAL INCdex1020.htm
EX-10.26 - SUBORDINATION AGMT - BIOVEST INTERNATIONAL INCdex1026.htm
EX-10.16 - CONTINGENT PAYMENT AGREEMENT BETWEEN BIOVEST AND VALENS OFFSHORE SPV I - BIOVEST INTERNATIONAL INCdex1016.htm
EX-10.12 - CONTINGENT PAYMENT AGREEMENT BETWEEN BIOVEST AND ERATO - BIOVEST INTERNATIONAL INCdex1012.htm
EX-10.21 - ROYALTY TERMINATION AGMT AMONG BIOVEST, LV ADMINISTRATIVE AND THE LENDERS - BIOVEST INTERNATIONAL INCdex1021.htm
EX-10.28 - LIMITED GUARANTY - BIOVEST INTERNATIONAL INCdex1028.htm
EX-10.15 - CONTINGENT PAYMENT AGREEMENT BETWEEN BIOVEST AND VALENS US - BIOVEST INTERNATIONAL INCdex1015.htm
EX-10.23 - ROYALTY TERMINATION AGMT BETWEEN BIOVEST AND ACCENTIA BIOPHARMACEUTICALS - BIOVEST INTERNATIONAL INCdex1023.htm
EX-10.25 - SUBORDINATION AGMT - BIOVEST INTERNATIONAL INCdex1025.htm
EX-10.31 - SECURITY AGMT - BIOVEST INTERNATIONAL INCdex1031.htm
EX-32.2 - SECTION 906 CERTIFICATION OF CFO - BIOVEST INTERNATIONAL INCdex322.htm
EX-10.9 - SECURED TERM B NOTE BETWEEN BIOVEST AND VALENS OFFSHORE SPV II - BIOVEST INTERNATIONAL INCdex109.htm
EX-10.14 - CONTINGENT PAYMENT AGREEMENT BETWEEN BIOVEST AND VALENS OFFSHORE SPV II - BIOVEST INTERNATIONAL INCdex1014.htm

Exhibit 10.17

WARRANT TERMINATION AGREEMENT

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”).

RECITALS

WHEREAS, on October 31, 2006, Accentia executed and issued to Laurus a Warrant (the “Laurus Warrant”) for the purchase by Laurus, on or before October 31, 2013, of up to 10,000,000 shares of Biovest Common Stock owned by Accentia at an exercise price of $0.01 per share;

WHEREAS, pursuant to that certain Term Loan and Security Agreement (the “Security Agreement”) dated as of November 17, 2010, by and among Biovest International, Inc., 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 claims against Biovest as provided therein, have agreed, among other things, to the termination and cancellation of the Laurus Warrant; and

WHEREAS, pursuant to the terms and conditions of the Security Agreement and the Confirmed Plan, Laurus and Accentia desire to terminate and cancel the Laurus Warrant effective as of the date of this Agreement.

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

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

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

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

4.        Laurus hereby acknowledges and agrees that it shall have no claims of any nature whatsoever against Accentia or Biovest as a result of the termination and cancellation of the Laurus Warrant.

5.        This Agreement shall be binding upon the parties 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 with counsel 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 facsimile copies of this Agreement bearing facsimile signatures are exchanged between the parties hereto, such copies

 

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shall in all respects have the same weight, force and legal effect and shall be fully as valid, 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 OF NEW 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 LOCATED IN 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 be effective 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 the remainder 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 first above written.

 

LAURUS MASTER FUND, LTD. (IN LIQUIDATION)
By:  

/s/ Russell Smith

Name:   Russell Smith
Title:   Joint Official Liquidator (with no personal
liability)

ACCENTIA BIOPHARMACEUTICALS, INC.

By:  

/s/ Samuel S. Duffey

Name:   Samuel S. Duffey
Title:   President

 

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