Reaffirmation and Ratification Agreement



 Exhibit 10.3 
 REAFFIRMATION AND RATIFICATION AGREEMENT 
 May 30, 2008 
 LV Administrative Services, Inc., as Agent 
 Valens U.S. SPV I, LLC

 Valens Offshore SPV II, Corp. 
 c/o Valens Capital Management,
LLC 
 355 Madison Avenue 
 New York, New York 10017 

Ladies and Gentlemen: 
 Reference is made to (a) that
certain Note Purchase Agreement dated as of December 10, 2007 (as amended, supplemented, restated or modified from time to time, the “December 2007 Valens US Purchase Agreement”) by and between Valens U.S. SPV I, LLC
(“Valens US”) and Biovest International, Inc. (“Biovest”), (b) that certain Secured Promissory Note dated December 10, 2007 (as amended, supplemented, restated or modified from time to time, the
“Valens US December 2007 Note”) in the original principal amount of $4,900,000 issued by Biovest in favor of Valens US, (c) the Related Agreements (as defined in the December 2007 Valens US Purchase Agreement), (d) that
certain Note Purchase Agreement dated as of December 10, 2007 (as amended, supplemented, restated or modified from time to time, the “December 2007 Valens Offshore Purchase Agreement”) by and between Valens Offshore SPV II,
Corp. (“Valens Offshore II”; and together with Valens US, collectively, the “Creditor Parties”) and Biovest, (e) that certain Secured Promissory Note dated December 10, 2007 (as amended, supplemented,
restated or modified from time to time, the “Valens Offshore December 2007 Note”) in the original principal amount of $3,600,000 issued by Biovest in favor of Valens Offshore II, (f) the Related Agreements (as defined in the
December 2007 Valens Offshore Purchase Agreement), (g) that certain Guaranty dated as of December 10, 2007 (as amended, supplemented, restated or modified from time to time, the “Subsidiary Guaranty”) by Biovax, Inc., a
Florida corporation (“Biovax”), AutovaxID, Inc., a Florida corporation (“AutovaxID”), Biolender, LLC, a Delaware limited liability company (“Biolender I”) and Biolender II, LLC, a Delaware limited
liability company (“Biolender II”; and together with Biovax, AutovaxID and Biolender I, collectively, the “Subsidiary Guarantors”) in favor of LV Administrative Services, Inc., as agent (the
“Agent”) and Creditor Parties, (h) that certain Limited Guaranty dated as of January 31, 2008 (as amended, supplemented, restated or modified from time to time, the “Limited Guaranty”) by Revimmune LLC
(“Limited Guarantor”; and together with Subsidiary Guarantors, collectively, the “Guarantors”) in favor of Agent and Creditor Parties, and (i) that certain Master Security Agreement dated as of
December 10, 2007 (as amended, supplemented, restated or modified from time to time, the “Master Security Agreement”) among Biovest, Subsidiary Guarantors and Agent (the documents identified in clauses (a) through (i),
collectively, the “Existing Loan Agreements”). 
 To induce the Creditor Parties to enter into that certain Letter
Agreement, amending the maturity dates of the Valens US December 2007 Note and the Valens Offshore December 2007 Note, dated as of the date hereof among Biovest and the Creditor Parties (as amended, modified or supplemented from time to time, the
“Amendment”), each of Biovest and each Guarantor hereby: 
 a. represents and warrants to each Agent and each Creditor Party
that it has reviewed and approved the terms and provisions of the Amendment and the documents, instruments and agreements entered into in connection therewith; 







 b. acknowledges, ratifies and confirms that all of the terms, conditions, representations and covenants
contained in each of the Existing Loan Agreements are in full force and effect and shall remain in full force and effect after giving effect to the execution and effectiveness of each of the Amendment (provided that the representations and
warranties made by the Companies in the Existing Loan Agreements shall be true and correct only as of the date of such agreements); 
 c.
represents and warrants that no offsets, counterclaims or defenses exist as of the date hereof with respect to any of the undersigned’s obligations under any Existing Loan Agreements; 
 d. acknowledges, ratifies and confirms: (i) the grant by Biovest and each Subsidiary Guarantor to Agent and each Creditor Party of a security
interest in the assets of (including the equity interests owned by) Biovest and each Subsidiary Guarantor, respectively, as more specifically set forth in the Existing Loan Agreements, as applicable (the “Security Interest Grants”),
(ii) that the Security Interest Grants secure all the Obligations (as defined in the Existing Loan Agreements), including, without limitation, all obligations owing under and in respect of the Amendment, and (iii) to the extent not
otherwise granted under the Existing Loan Agreements, Biovest and each Subsidiary Guarantor hereby assigns, pledges and grants to Agent and each Creditor Party a continuing security interest in all Collateral (as defined in the Existing Loan
Agreements), whether now owned or existing or hereafter acquired or arising and where-so-ever located; 
 e. acknowledges and confirms that a
breach by Biovest under the Amendment shall constitute an Event of Default under the Existing Loan Agreements; and 
 f. releases, remises,
acquits and forever discharges Agent and each Creditor Party and Agent’s and each Creditor Party’s employees, agents, representatives, consultants, attorneys, fiduciaries, officers, directors, partners, predecessors, successors and
assigns, subsidiary corporations, parent corporations, and related corporate divisions (all of the foregoing hereinafter called the “Released Parties”), from any and all actions and causes of action, judgments, executions, suits,
debts, claims, demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, for or because of any matter or things done, omitted or
suffered to be done by any of the Released Parties in any way directly or indirectly arising out of or in any way connected to this Reaffirmation and Ratification Agreement, the Existing Loan Agreements, the Amendment and any other document,
instrument or agreement made by the undersigned in favor of Agent or any Creditor Party, in each case arising prior to and including the date of execution hereof. 
  

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 This letter agreement shall be governed by and construed in accordance with the laws of the State of New
York without regard to the conflicts of law provisions thereof. This letter agreement may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute
one and the same agreement. Any signature delivered by a party by facsimile or electronic transmission shall be deemed to be an original signature hereto. 
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 IN WITNESS WHEREOF, the undersigned have executed this Reaffirmation and Ratification Agreement on the
date first written above. 
  

			
	BIOVEST INTERNATIONAL, INC.
		
	By:	 	 /s/ Alan Pearce

	Name:	 	Alan M. Pearce
	Title:	 	CFO
	
	BIOVAX, INC., as a Subsidiary Guarantor
		
	By:	 	 /s/ Alan Pearce

	Name:	 	Alan M. Pearce
	Title:	 	CFO
	
	AUTOVAXID, INC., as a Subsidiary Guarantor
		
	By:	 	 /s/ Alan Pearce

	Name:	 	Alan M. Pearce
	Title:	 	CFO
	
	BIOLENDER, LLC, as a Subsidiary Guarantor
		
	By:	 	 /s/ Alan Pearce

	Name:	 	Alan M. Pearce
	Title:	 	CFO of Biovest International, Inc. – Sole Member
	
	BIOLENDER II, LLC, as a Subsidiary Guarantor
		
	By:	 	 /s/ Alan Pearce

	Name:	 	Alan M. Pearce
	Title:	 	CFO of Biovest International, Inc.- Sole Member










			
	REVIMMUNE LLC, as Limited Guarantor
		
	By:	 	 /s/ Francis E. O’Donnell, Jr.

	Name:	 	Francis E. O’Donnell, Jr., M.D.
	Title:	 	Manager


  

			
	Acknowledged and Agreed to by:
	
	 LV ADMINISTRATIVE SERVICES, INC.,
 as
Agent

		
	By:	 	 /s/ Patrick Regan

	Name:	 	Patrick Regan
	Title:	 	Authorized Signatory
	
	VALENS OFFSHORE SPV II, CORP.
		
	By:	 	 Valens Capital Management, LLC,
 its investment manager


		
	By:	 	 /s/ Patrick Regan

	Name:	 	Patrick Regan
	Title:	 	Authorized Signatory
	
	VALENS U.S. SPV I, LLC
		
	By:	 	 Valens Capital Management, LLC,
 its investment manager


		
	By:	 	 /s/ Patrick Regan

	Name:	 	Patrick Regan
	Title:	 	Authorized Signatory