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-10.32 - 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-10.17 - WARRANT TERMINATION AGMT BETWEEN BIOVEST AND LAURUS - BIOVEST INTERNATIONAL INCdex1017.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 10.22

ROYALTY TERMINATION AGREEMENT

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.

RECITALS

WHEREAS, on October 30, 2007, Biovest and Valens Offshore II entered into a Note Purchase Agreement (the “October 2007 Purchase Agreement”), pursuant to which Valens Offshore II purchased a Secured Promissory Note in the original principal amount of $255,000.00 from Biovest;

WHEREAS, in connection with the October 2007 Purchase Agreement, Biovest and Valens Offshore II entered into a Royalty Agreement dated as of October 30, 2007 (the “October 2007 Royalty Agreement”), pursuant to which Biovest granted to Valens Offshore II a royalty equal to 1.08% of net sales and licensing revenue received by Biovest from any Biovest Biologic Products (the “October 2007 Royalty”);

WHEREAS, on December 10, 2007, Biovest and Valens Offshore II entered into a Note Purchase Agreement (the “December 2007 Purchase Agreement”), pursuant to which Valens Offshore II purchased a Secured Promissory Note in the original principal amount of $3,600,000.00 from Biovest;

WHEREAS, in connection with the December 2007 Purchase Agreement, Biovest and Valens Offshore II entered into a Royalty Agreement dated as of December 10, 2007 (the “December 2007 Royalty Agreement”), pursuant to which Biovest granted to Valens Offshore II a royalty equal to 2.96% (which, when aggregated with the October 2007 Royalty, equaled a total royalty of 4.04%) of net sales and licensing revenue received by Biovest from any Biovest Biologic Products (the “December 2007 Royalty” and together with the October 2007 Royalty, the “Royalty”);

WHEREAS, on May 30, 2008, Biovest and the Prepetition Lenders entered into a letter agreement amending the December 2007 Royalty Agreement (the “May 2008 Agreement” and together with the October 2007 Royalty Agreement and the December 2007 Royalty Agreement, the “Royalty Agreement”), pursuant to which the December 2007 Royalty was changed from 2.96% to 9.46% (which, when aggregated with the October 2007 Royalty, equaled a total royalty of 10.54%);

WHEREAS, pursuant to that certain Term Loan and Security Agreement (the “Security Agreement”) dated as of November 17, 2010, by and among Biovest, the Lenders party thereto and the Agent, 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 (i) the termination of the Royalty Agreement and the Royalty and (ii) the

 

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granting to certain of the Lenders of a contingent payment equal to 6.25% of the gross revenue received from the sale, licensing or other disposition of the BiovaxID® vaccine and Biovest Biologic Products, pursuant to those certain Contingent Payment Agreements of even date herewith between Biovest and certain of the Lenders; and

WHEREAS, pursuant to the terms and conditions of the Security Agreement and the Confirmed Plan, the parties hereto hereby desire to terminate the Royalty Agreement and the Royalty 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.        The parties hereto hereby consent to the termination of the Royalty Agreement and the Royalty (and all of the rights and obligations created thereunder) effective as of the date of this Agreement.

4.        Each of the Creditor Parties hereby acknowledges and agrees that it shall have no claims of any nature whatsoever against Biovest as a result of the termination of the Royalty Agreement and the Royalty.

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 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.

 

BIOVEST INTERNATIONAL, INC.
By:  

/s/ David Moser

Name:     David Moser
Title:     Secretary

 

LV ADMINISTRATIVE SERVICES, INC.
By:  

/s/ Patrick Regan

Name:     Patrick Regan
Title:   Authorized Signatory

 

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

/s/ Russell Smith

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

 

VALENS U.S. SPV I, LLC
By:  

/s/ Patrick Regan

Name:     Patrick Regan
Title:   Authorized Signatory

 

VALENS OFFSHORE SPV I, LTD.
By:  

/s/ Patrick Regan

Name:     Patrick Regan
Title:   Authorized Signatory

 

VALENS OFFSHORE SPV II, CORP.
By:  

/s/ Patrick Regan

Name:     Patrick Regan
Title:   Authorized Signatory

 

PSOURCE STRUCTURED DEBT LIMITED
By: PSource Capital Ltd, It’s Investment Consultant
By:  

/s/ Charles Lews

Name:   Charles Lews
Title:   Associate Director