Exhibit 10.2



Biovest International, Inc.



EMPLOYMENT AGREEMENT



THIS EMPLOYMENT AGREEMENT(Agreement) is made and entered into as of this 1stday of January, 2006, by and between Biovest International, Inc. (the Company) and (Employee).



R E C I T A L S:



WHEREAS,the Company is a biotechnology company that develops,
manufactures and markets cell culture systems and is the holder of a Cooperative Research and Development Agreement with the National Cancer Institute for the commercialization of a personalized biologic cancer vaccine for treatment of non-Hodgkins
lymphoma (the Business);



WHEREAS, the
Company wishes to enter into this Employment Agreement with Employee, to set forth and govern the terms, conditions and duties of employment of Employee with the Company; and



WHEREAS,the Company and the Employee are desirous of setting forth in this definitive Employment Agreement their
respective rights and obligations with respect to Employees employment with the Company.



NOW, THEREFORE,in consideration of the mutual promises in this Agreement and for additional good and valuable consideration, the receipt and sufficiency of which is acknowledged by the parties hereto, the
Company and the Employee agree as follows:



1.
Employment and Term. On the terms and subject to the conditions of this Agreement, the Company agrees to employ the Employee and the Employee accepts such employment. This Agreement shall commence on January 1, 2006 (the
Commencement Date) and shall continue in effect for a period of three years from the Commencement Date. This Agreement shall terminate at the end of said three -year period (the Termination Date) unless earlier terminated
pursuant to Paragraph 4 below.



2. Duties.
Beginning on the Commencement Date, Employee will be employed by the Company to perform the duties, as specified from time to time by the Board of Directors and set forth on Exhibit A which is attached hereto, incorporated herein and
made a part hereof (Duties).



3.
Compensation. During the Term of this Agreement, as compensation for Employee performing the Duties, the Company shall pay Employee the compensation, as set forth on Exhibit B which is attached hereto, incorporated herein and
made a part hereof (Compensation).



4.
Termination of Employment. Either Employee or Employer may terminate this Agreement upon 30 days written notice. In the event of termination by Employer, Termination Payments shall be made as herein provided. The Termination Payment
to be paid by Employer shall be in an amount equal to Employees Base Salary as provided in Exhibit B plus full health and insurance benefits in effect at the time of termination for a period of the lesser of 180 days or the remaining term of
employment under this agreement, following notice of termination. Notwithstanding the foregoing provision, in the event that the Company completes a financing or series of financings which result in net proceeds to the Company in excess of $15
million aggregate within any 90-day period subsequent to the Commencement Date of this Agreement, the Termination Payment shall thereafter be an amount equal to Employees Base Salary as provided in Exhibit B plus full health and insurance
benefits in effect at the time of termination for a period of the lesser of 360 days or the remaining term of employment under this agreement, following notice of termination.



In the event that the employees position or responsibilities are materially diminished or location of employees
primary residence is required to be changed either as a result of change in control of the company or other circumstances, employee will have the option of either accepting a new employment agreement or of terminating his employment with the
company. In the latter case, the company will provide the employee with a severance payment equivalent to his then full salary plus benefits for a period of the



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lesser of 180 days or the remaining term of employment under this agreement. In the event that the Company completes a financing or series of financings
which result in net proceeds to the Company in excess of $15 million aggregate within any 90-day period subsequent to the Commencement Date of this Agreement, the severance payment shall thereafter be an amount equal to Employees Base Salary
as provided in Exhibit B plus full health and insurance benefits in effect at the time of termination for a period of the lesser of 360 days or the remaining term of employment under this agreement.



The termination payment shall be subject to normal withholding, and shall be
paid in cash in monthly increments over the Termination Payment Term. Notwithstanding the foregoing,in the event that the termination of employment is for cause, including without limitation for criminal conduct, violation of the
Companys Code of Conduct, or violation of the Insider Trading Policy, then the Termination Payment shall not be made and Employee shall be paid only through the date of termination.



5. Non-Competition.Simultaneously with his execution of this Agreement. Employee shall execute a Covenant Not
to Compete Agreement with the Company, as set forth on Exhibit C which is attached hereto, incorporated herein and made a part hereof.



6. Confidentiality/Waiver of Interest. Simultaneously with the execution of this Agreement, Employee shall execute a Confidentiality/Waiver
of Interest Agreement with the Company, as set forth on Exhibit D which is attached hereto, incorporated herein and made a part hereof and which shall be effective from the date of execution.



7. Notices. Any notice provided for in this Agreement must be
in writing and must be either personally delivered or mailed by certified mail, return receipt required, to the recipient at the address indicated below:



|                                                                            |  |                                                      
|--------------------------------------------------------------------------- |  | -----------------------------------------------------
|To the Company:                                                             |  | To the Employee:                                     
|                                                                            | 
|Biovest International, Inc. 324 S. Hyde Park Ave. Suite
350. Tampa FL 33606 |  | Dr. Carl M. Cohen 15 Magnolia Avenue Newton, MA 02558



or such other addresses or to the
attention of such other person as the recipient party shall have specified by prior written notice to the sending party.



8. Severability. In the event that any provision of this Agreement shall be held to be unreasonable, invalid, or unenforceable for any
reason whatsoever, the parties agree that: (i) such invalidity or unenforceability shall not affect any other provision of this Agreement and the remaining covenants, restrictions, and provisions hereof shall remain in full force and effect;
and (ii) any court of competent jurisdiction may so modify the objectionable provision as to make it valid, reasonable, and enforceable, and such provision, as so modified, shall be valid and binding as though the invalid, unreasonable, or
unenforceable portion thereof had not been included therein.



9. Complete Agreement. This Agreement contains the entire agreement of the parties and supersedes and preempts any prior understandings, agreements or representations between Employee and the Company regarding the employment
of Employee.



10. Counterparts. This Agreement
may be simultaneously executed in two counterparts, each of which shall be an original, and all of which shall constitute but one and the same instrument.



11. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida.



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12. Attorneys Fees. In the event that either party to this Agreement shall be forced
to retain the services of any attorney to enforce any of the provisions hereof, then the prevailing party in any ensuing litigation shall be entitled to recover from the non-prevailing party the prevailing partys reasonable attorneys
fees, court costs or other expenses of litigation, whether incurred at trial or upon appeal.



13. Indemnification. Company shall indemnify and hold Employee harmless from any and all claims, actions, losses or damages, including but not limited to attorneys fees arising directly or
indirectly from or relating to Employees actions or services hereunder including but not limited to Employees actions or services as an attorney.



14. Amendments/Waivers. This Agreement may only be modified, amended, or waived by a writing duly authorized and executed by all parties.



IN WITNESS WHEREOF, the parties have executed this
Agreement on the day and year first above written.



|                                          |  |          |  |                           |  | 
|----------------------------------------- |  | -------- |  | ------------------------- |  | 
|THE COMPANY:  Biovest International. Inc. |  |          |  | EMPLOYEE:  Dr. Carl Cohen
|                                          |  |          | 
|By:                                       |  |          |  |                           |  | 
|Its                                       |  | Chairman |  |                           |  | 



Exhibit
A



Employment Agreement

between

Biovest International, Inc.

And

Carl M.
Cohen, Ph.D.



In accordance with Paragraph 2. Employee
shall perform the following duties:



The duties of Chief
Operating Officer of Biovest International, and based in Worcester, MA, or such other or additional duties as may be assigned from time to time by the CEO or the Board of Directors.



Exhibit B



Employment Agreement

between

Biovest International, Inc.

and

Carl Cohen, Ph.D.



In accordance with Paragraph 3. Employee shall be paid the following Compensation which shall he paid as set forth below:



1. $ $247,100 annual Base Salary, payable monthly (the Base
Salary): Base Salary to be adjusted from time to time at the discretion of the Board of Directors.



2. In addition to your salary, you are eligible for a bonus plan of up to 30% of base salary based upon company performance and achievement of
personal objectives as established in discretion of the Board of



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Directors. Personal Management by Objectives (MBO) shall be established by your supervisor. In approximately five to six months from the date of this
Agreement, a performance review will be held to evaluate major MBO milestones.



3. Option to purchase 333,333 shares of Biovest Common Stock of the Company (the Option). The Option shall vest 33% (111,111 shares per year) over three years, with the first 33% vested upon signing
of this contract. The exercise price for each share under the Option shall be 110% of the market price of the Companys Common Stock averaged over the 30 days preceding the effective date of this Agreement.



4. Travel expenses and reimbursement of normal business expenses, in
accordance with Company policy.



5. Participation in
Company benefit and health plans otherwise available to Officers of the Company.



6. In lieu of a company automobile, you will receive an auto allowance of $650.00 per month.



7. Four weeks of paid vacation per year.



Biovest International, Inc.



Covenant Not to Compete



This Covenant Not to Compete is made and entered into by and between Biovest International, Inc (hereinafter referred to as the Company), and
Dr. Carl Cohen (hereinafter referred to as the Second Party).



R E C I T A L S:



WHEREAS, the Company is a biotechnology company that develops, manufactures and markets cell culture systems and is the holder of a Cooperative Research and Development Agreement with the National Cancer Institute for the
commercialization of a personalized biologic cancer vaccine for treatment of non-Hodgkins lymphoma. (the Business):



WHEREAS, Second Party has executed an Employment Agreement with the Company:



WHEREAS, Second Party acknowledges that the Companys Business activities extend throughout the United Stales
and around the world;



WHEREAS, Second Party
acknowledges that through such employment he has and/or may acquire a special knowledge of the Companys Business; and the clients, accounts, business lists, prospects, records, corporate policies, operational methods and techniques and other
useful information and trade secrets of the Company (hereinafter all collectively referred to and defined as Confidential Information);



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WHEREAS, Second Party acknowledges that the Companys legitimate business interests include
the Confidential Information and the Companys customer goodwill (hereinafter referred to and defined as the Companys Legitimate Business Interests) and that the Companys Legitimate Business Interests would be harmed if
Second Party engaged in competitive activities with the Company anywhere in the world; and



WHEREAS, the Company and Second Party, pursuant to the provisions of this Agreement, wish to enter into an agreement as embodied herein whereby Second Party will refrain from owning, managing, or in any manner
or capacity working in a Business that is competitive with the Business and from soliciting customers of the Company and employees of the Company for competitive purposes as defined herein during Second Partys employment with the Company and
during the period of one year after Second Partys cessation of employment with the Company in the geographical location of anywhere in the world.



NOW, THEREFORE, in consideration of the premises and the respective covenants and agreements of the parties herein contained, and for additional
good and valuable consideration the receipt and sufficiency of which is acknowledged by the parties, including, but not limited to, the Second Partys employment with the Company and the continuation of the Second Partys employment with
the Company, the parties mutually agree as follows:



1.
Confirmation of Recitals - The foregoing recitals are true and correct and are hereby ratified and confirmed by the parties and made an integral part of this Agreement; as such, the recitals shall be used in any construction of this
Agreement, especially as it relates to the intent of the parties.



2. Definition of Competition- For purposes of this Agreement Competitive Activity shall mean the development, manufacture or marketing of cell culture systems competitive with the companys products or any
development, manufacture, marketing or other commercialization of a personalized biologic cancer vaccine for treatment of non-Hodgkins lymphoma or the development, manufacture or marketing of automated instruments for the production of personalized
biologics .



3. Non-Compete - The Second Party
will not do, or intend to do, any of the following, either directly or indirectly, during Second Partys employment with the Company and during the period of one-hundred eighty (180) days after Second Partys cessation of employment
with the Company, anywhere in the world:



a. Own, manage, operate, control, consult for, be an officer or director of, work for, or be employed in any capacity by any company or any other business, entity, agency or organization which conducts an activity that is competitive
with the Business; or



b. Solicit prior
or current customers of the Company for any purpose in competition (as defined herein) with the Company; or



c. Solicit any then current employees employed by the Company without the Companys consent.



Notwithstanding the foregoing provision, at and after such time as the Second Party becomes
eligible for Termination Compensation in an amount of up to 360 days pursuant to the terms of the Employment Agreement between the Company and Second Party executed simultaneously herewith, the period of non-competition set forth in this paragraph
shall be increased to a period of 360 days.



The Second Party and Company agree that the phrase Second Partys cessation of employment with the Company as used in this Agreement, refers to any separation of Second Party from his employment at the Company either
voluntarily or involuntarily, either with cause or without cause, or whether the separation is at the behest of the Company or the Second Party (hereinafter referred to and defined as Second Partys Cessation of Employment).



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4. Injunction and Damages - Second Party agrees that this Agreement is important, material,
confidential, and gravely affects the effective and successful conduct of the Business of the Company, and it effects its reputation and good will and is necessary to protect the Companys legitimate Business interests. Second Party recognizes
and agrees that the Company will suffer irreparable injury in the event of Second Partys breach of any covenant or agreement contained herein and cannot be compensated by monetary damages alone, and Second Party therefore agrees that the
Company, in addition to and without limiting any other remedies or rights that it may have, either under this Agreement or otherwise, shall have the right to obtain injunctive relief, both temporary and permanent, against the Second Party from any
court of competent jurisdiction. Second Party further agrees that in the event of Second Partys breach of any covenant or agreement contained herein, the Company, in addition to its right to obtain injunctive relief, shall further be entitled
to seek damages, including, but not limited to, compensatory, incidental, consequential, exemplary, and lost profits damages. Second Party agrees to pay the Companys reasonable attorneys fees and costs for enforcement of this Agreement,
if the Second Party breaches this Agreement.



5.
Miscellaneous - Wherever used in this Agreement, the phrase directly or indirectly includes, but is not limited to Second Party acting through Second Partys wife, children, parents, brothers, sisters, or any other
relatives, friends, trustees, agents, associates or entities with which Second Party is affiliated with in any capacity. The Company may waive a provision of this Agreement only in a writing signed by a representative of the Board of Directors of
the Company and specifically stating what is waived. The rights of the Company under this Agreement may be assigned; however, the covenants, warranties, and obligations of the Second Party cannot be assigned without the prior written approval of the
Company. The title of this Agreement and the paragraph headings of this Agreement are not substantive parts of this Agreement and shall not limit or restrict this Agreement in any way. This Agreement survives after the Second Partys Cessation
of Employment. No change, addition, deletion, or amendment of this Agreement shall be valid or binding upon Second Party or the Company unless in writing and signed by Second Party and the Company. In the event a court of competent jurisdiction
determines any covenant set forth herein to be too broad to be enforceable or determines this Agreement to be unreasonable, then said court may reduce the geographical area and/or the length of time provisions herein, in order to make this Agreement
enforceable and reasonable. In construing this Agreement, neither of the parties hereto shall have any term or provision construed against such party solely by reason of such party having drafted same as each provision of this Agreement is deemed by
the parties to have been jointly drafted by the Company and Second Party.



6. Supersedes Prior Agreement - This Covenant Not to Compete shall commence upon the date hereof. This Agreement shall, upon its commencement, supersede any prior Covenants Not to Compete between Second
Party and the Company.



7. Second Party
Acknowledgment - The Second Party acknowledges that he has voluntarily and knowingly entered into this Agreement and that this Agreement encompasses the full and complete agreement between the parties with respect to the matters set forth
herein.



Executed on this 1stday of December 2005.



|                            |  |          |  |              |  | 
|--------------------------- |  | -------- |  | ------------ |  | 
|BIOVEST INTERNATIONAL, INC. |  |          |  | SECOND PARTY
|                            |  |          | 
|By:                         |  |          |  |              |  | 
|Its                         |  | Chairman |  |              |  | 



Biovest
International, Inc.



EMPLOYEE INVENTIONS AGREEMENT



This Inventions Agreement (the Agreement) is
made this 1stday of December, 2005 by and between Dr. Carl Cohen (Employee) and Biovest
International, Inc., its subsidiaries, affiliates and related entities (collectively, the Company). In consideration of Employees employment and/or continued



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employment and other good and valuable consideration, receipt of which Employee hereby acknowledges. Employee agrees, as follows:



1. Assigning of Inventions. Employee shall assign and transfer to the
Company his/her entire right, title and interest in and to all Inventions (as used in this Agreement, Inventions shall include, but not be limited to, ideas, improvements, designs and discoveries), whether or not patentable and whether
or not reduced to practice, made or conceived by Employee (whether made solely by employee or jointly with others) during the period Employee performs services for the Company which relate in any manner to the actual or anticipated business, work,
or research and development of the Company or its affiliates, or result from or are suggested by any task assigned to Employee or any work performed by Employee for or on behalf of the Company or any of its affiliates. All Inventions are the sole
property of the Company.



2. Disclosure of Inventions:
Patents. In connection with Inventions:



(a) Employee will disclose all Inventions promptly in writing to the person to whom Employee reports at the Company, with a copy to the President of the Company, in order to permit the Company to enjoy rights to which it may be entitled
under this Agreement;



(b) Employee will, at
the Companys request, promptly execute a written assignment of title to the Company for any Invention, and Employee will preserve any Invention as confidential information of the Company; and



(c) Upon request, Employee will assist the Company or its
nominee (at the Companys expense) during and at any time subsequent to Employees performance of services for the Company in every reasonable way in obtaining for its own benefit patents and copyrights for Inventions in any and all
countries, which Inventions shall be and remain the sole and exclusive property of the Company or its nominee, whether or not patented or copyrighted. Employee will execute such papers and perform such lawful acts as the Company deems to be
necessary to allow it to exercise all rights, title and interest in such patents and copyrights.



3. Execution of Documents. In connection with Paragraph 4(c), Employee will execute, acknowledge and deliver to the Company or its nominee upon
request and at its expense all such documents, including applications for patents and copyrights and assignments of Inventions, patents and copyrights to be issued therefore, as the Company may determine necessary or desirable to apply for and
obtain letters patent and copyrights on Inventions in any and all countries and/or to protect the interest of the Company or its nominee in Inventions, patents and copyrights and to vest title thereto in the Company or its nominee.



4. Maintenance of Records. Employee will keep and maintain adequate
and current written records of all Inventions made by Employee (in the form of notes, sketches, drawings and as may be specified by the Company), which records shall be available to and remain the sole property of the Company at all times.



5. Prior Inventions. It is understood that all
Inventions, if any patented or unpatented, which Employee made prior to the time the Company and Employee began to consider Employees possible performance of services are excluded from the scope of this Agreement. To preclude any possible
uncertainty. Employee have set forth on Exhibit A attached hereto a complete list of all such prior inventions, including numbers of all patents and patent applications, and a brief description of all unpatented inventions which are not the
property of another party (including, without limitation, a current or previous contracting party). The list is complete and if no items are included on Exhibit A. Employee has no such prior inventions. Employee will notify the Company in
writing before he/she makes any disclosure or perform any work on behalf of the Company which appears to threaten or conflict with proprietary rights Employee claims in any such Invention or idea. In the event of the Employees failure to give
such notice. Employee will make no claim against the Company with respect to any such inventions or ideas.



6. Other Obligations. (a) Employee acknowledges that the Company from time to time may have agreements with other persons or with the U.S.
Government, or agencies thereof, which impose obligations or restrictions on the Company regarding inventions made during the course of work there under or regarding the confidential nature of such work. Employee will be bound by all such
obligations and restrictions and will take all action necessary to discharge the obligations of the Company there under.



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7. Trade Secrets of Others. Employee represent that Employees performance of all the terms
of this Agreement and as a consultant or employee to the Company does not and will not breach any agreement to keep in confidence proprietary information, knowledge or data acquired by me in confidence or in trust, and Employee will not disclose to
the Company, or induce the Company to use, any confidential or proprietary information or material belonging to any other person or entity. Employee will not enter into any agreement, either written or oral, in conflict herewith.



8. Injunctive Relief. Employee acknowledges that any breach or
attempted breach by Employee of this Agreement or any provision hereof shall cause the Company irreparable harm for which any adequate monetary remedy does not exist. Accordingly, in the event of any such breach or threatened breach, the Company
shall be entitled to obtain injunctive relief, without the necessity of posting a bond or other surety, restraining such breach or threatened breach.



9. Modification. This Agreement may not be changed, modified, released, discharged, abandoned, or otherwise amended, in whole or in part, except by
an instrument in writing, signed by Employee and by the Company. Any subsequent change or changes in Employees consulting relationship with the Company or Employees compensation shall not affect the validity or scope of this Agreement.



10. Term. This Agreement shall commence simultaneously
with the commencement of Employees Employment Agreement with Biovest and shall continue for the term of the Employment Agreement and any extension thereof for a period of five years thereafter.



11. Entire Agreement. Employee acknowledges receipt of this Agreement,
and agrees that with respect to the subject matter thereof it is Employees entire agreement with the Company, superseding any previous oral or written communications, representations, understandings, or agreements with the Company or any
officer or representative thereof.



12. Severability. In
the event that any paragraph or provision of this Agreement shall be held to be illegal or unenforceable, and the entire Agreement shall not fail on account thereof, but shall otherwise remain in full force and effect, and such paragraph or
provision shall be enforced to the maximum extent permissible.



13. Successors and Assigns. This Agreement shall be binding upon Employees heirs, executors, administrators or other legal representatives and is for the benefit of the Company, its successors and assigns.



14. Governing Law. This Agreement shall be governed by the laws of the
State of Florida except for any conflicts of law rules thereof which might direct the application of the substantive laws of another state.



15. Counterparts. This Agreement may be signed in two counterparts, each of which shall be deemed an original and both of which shall together
constitute one agreement.



EXECUTED under seal as of the date
set forth below.



|                            |  |          |  |     |  | 
|--------------------------- |  | -------- |  | --- |  | 
|Dated:                      |  |          |  |     |  | 
|                            |  |         
|                            |  |          |  | /s/
|Witness                     |  |          |  |    
|                            |  |         
|Accepted and Agreed:        |  |          |  |    
|                            |  |         
|Biovest International, Inc. |  |          |  |    
|                            |  |          | 
|By:                         |  |          |  |     |  | 
|Name:                       |  |          |  |     |  | 
|Title:                      |  | Chairman |  |     |  | 



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EXHIBIT A



PRIOR INVENTIONS



BIOVEST INTERNATIONAL, INC. (the Company)



Gentlemen:



The following is a complete list of all inventions or improvements, patented
or unpatented, that have been made or conceived or first reduced to practice by the undersigned alone or jointly with others prior to the time the Company and the undersigned first began to consider the undersigneds performance of services for
the Company. The undersigned desires to remove the inventions and improvements listed, if any from the operation of the foregoing Agreement.



Check one:



No inventions or improvements.



| |  ̈ | As follows:
| | - | -----------



| |  ̈ | Additional sheet(s) attached.
| | - | -----------------------------



|      |  |  |  |            |  | 
|----- |  |  |  | ---------- |  | 
|      |  |  | 
|Date: |  |  |  | Signature: |  | 
|      |  |  |  | Name:      |  | 



CONFIDENTIALITY AGREEMENT



THIS CONFIDENTIALITY AGREEMENT is made and entered into this 1st day of December, 2005, by and between Biovest International. Inc. (the Company) and
Dr. Carl Cohen (the Recipient).



In
consideration of the opportunity of the Recipient to review certain proprietary materials of the Company in connection with the potential opportunity for the Recipient to invest in perform services for, or otherwise do business with the Company (the
Business Opportunity), and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties intending to be legally bound, hereby agree as follows:



1. CONFIDENTIALITY. The parties
hereby acknowledge that in connection with discussions relating to the Business Opportunity, the Recipient will likely acquire, or may assimilate, or have access to, certain trade secrets and information of the Company, including but not limited to
products, formulas, concepts,



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inventions, methods, processes, costs, operations, product uses, customers and purchasers which have not been publicly disclosed or are not matters of common
knowledge in the fields of work of the Company (Confidential Information). The Recipient agrees that both during and after the evaluation by the parties of entering into a Business Opportunity, and regardless of whether any such Business
Opportunity is actually consummated, the Recipient will not, without prior written consent of the Company, in any fashion, form or manner, either intentionally or otherwise, or directly or indirectly, divulge, disclose or communicate any of the
Confidential Information to any third person, partnership, joint venture, company, corporation or other organization or use such Confidential Information for any purpose other than in connection with evaluating the Business Opportunity, nor shall
the Recipient so divulge, disclose or communicate any other information of any kind, nature or description concerning any matters affecting or relating to the business of the Company, without regard to whether any or all of the foregoing matters
would be deemed confidential.



2.
RECIPIENTS ASSOCIATES. The Recipient agrees to use all reasonable means to ensure that any such Confidential Information will not be used or disclosed by any other party,
including partners, associates, affiliates, employees or agents of the Recipient to the detriment of the Company, or to the advantage of any third party, partnership, joint venture company, corporation or other organization.



3. DISCLOSURE TO THE
COMPANY. The Recipient agrees to disclose exclusively to the Company all ideas, products, formulas, methods, plans, developments, improvements or patentable inventions which relate directly or indirectly to the
business of the Company and which are known, made or discovered in whole or in part by the Recipient alone or with others at any time during the evaluation by the Recipient of the Business Opportunity, or during the existence of the Business
Opportunity. All disclosures are to be made promptly after conception or discovery of the idea, product, formula, method, plan, development, improvement or invention. Any idea, product, formula, method, plan, development, improvement or invention
which the Recipient is obligated to disclose to the Company under this Section 3 shall be the property of the Company (unless a separate agreement such as a joint-development agreement is in Force), regardless of whether it is actually
disclosed by the Recipient to the Company. The Recipient agrees to provide any and all necessary assistance to the Company in making any patent applications or other applications for obtaining exclusive rights, and will do all other things
(including but not limited to testifying in any proceedings or suit, and executing any and all applications, assignments, or other documents or instruments) that may be reasonably necessary to vest in the Company or the Company assigns all of
the rights and interest in, and to apply for, obtain and protect any patent or letters patent, trademark or trade name in the United States and any Foreign country, as well as any state or other subdivision thereof for or relating to, the ideas,
products, formulas, methods, plans, developments, improvements or inventions.



4. DELIVERY OF MATERIALS TO THE COMPANY. Upon termination of the discussions relating to the
Business Opportunity or the Employment relationship, the Recipient agrees that the Recipient will deliver to the Company all books, records, products, formulas, manuals, letters, notes, memoranda, notebooks, sketches, drawings, plans and all other
documents or materials of a confidential nature or otherwise relating to the Company business, and also all copies of any of the foregoing, which are in the Recipients possession or under the Recipients control.



5. TERM. This Agreement shall
commence as of the date first above written and shall continue in full force and effect thereafter for all time until the parties agree in writing to the contrary.



6. REMEDIES. The Recipient agrees that damages at law will be an insufficient
remedy to the Company if the Recipient violates the terms of this Agreement and that the Company would suffer irreparable damage as a result of such violation. Accordingly, it is agreed that the Company shall be entitled, upon application to a court
of competent jurisdiction, to obtain injunctive relief to enforce the provisions of this Agreement, which injunctive relief shall be in addition to any other rights or remedies available to the Company.



7. MISCELLANEOUS. This Agreement
shall be interpreted under the laws of the State of Florida, with venue for any action to be in Hillsborough County, Florida. Wherever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid, but
if any provision of this



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Agreement shall be prohibited by or invalid under applicable law, such provisions 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. The Recipients obligations under this Agreement shall be binding upon the Recipients successors, assigns and other legal representatives.
This Agreement shall be construed equally with reference to both parties regardless of which party may have been the draftsman. This Agreement may be executed in multiple counterparts with each counterpart being deemed an original, and altogether
constituting one instrument, and facsimile signatures shall be deemed originals.



EXECUTED under seal as of the date set forth below.



|                            |  |          |  |     |  | 
|--------------------------- |  | -------- |  | --- |  | 
|Dated:                      |  |          |  |     |  | 
|                            |  |         
|                            |  |          |  | /s/
|Witness                     |  |          |  |    
|                            |  |         
|Accepted and Agreed:        |  |          |  |    
|                            |  |         
|Biovest International, Inc. |  |          |  |    
|                            |  |          | 
|By:                         |  |          |  |     |  | 
|Name:                       |  |          |  |     |  | 
|Title:                      |  | Chairman |  |     |  |