**Exhibit 10.1**

**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, 2010**

**TABLE OF CONTENTS**

 
      **Page** 1.  
General Definitions and Terms; Rules of Construction
   2  2.  
The BVTI Term Loans and Closing Shares
   2  3.  
Repayment of the BVTI Term Loans
   4  4.  
Reserved
   4  5.  
Interest and Payments
   4  6.  
Security Interest
   5  7.  
Representations, Warranties and Covenants Concerning the Collateral
   7  8.  
Payment of Accounts
   9  9.  
Reserved
   9  10.  
Inspections and Appraisals
   9  11.  
Financial Reporting
   10  12.  
Additional Representations and Warranties
   10  13.  
Covenants
   14  14.  
Closing and Conditions to Closing
   18  15.  
Further Assurances
   22  16.  
Representations, Warranties and Covenants of Lenders
   22  17.  
Confidentiality
   24  18.  
Power of Attorney
   25  19.  
Termination of Lien
   25  20.  
Events of Default
   26  21.  
Remedies
   26  22.  
Waivers
   27  23.  
Expenses
   27  24.  
Assignment; Register
   28  25.  
No Waiver; Cumulative Remedies
   29  26.  
Application of Payments
   29  27.  
Indemnity
   29  28.  
Revival
   30  29.  
Borrowing Agency Provisions
   30  30.  
Notices
   30  31.  
Governing Law, Jurisdiction and Waiver of Jury Trial
   31  32.  
Limitation of Liability
   32  33.  
Entire Understanding; Maximum Interest
   33  34.  
Severability
   33  35.  
Survival
   33  36.  
Captions
   33  37.  
Counterparts; Signatures
   33  38.  
Construction
   33  
 
i 

39.  
Publicity
   34  40.  
Joinder
   34  41.  
Legends
   34  42.  
Agency
   35  

**TERM LOAN AND SECURITY AGREEMENT**

This TERM LOAN AND SECURITY AGREEMENT is made as of November 17, 2010 (as amended, restated, supplemented and/ormodified 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 collateralagent for the Lenders (in such capacity, the “Agent” and together with the Lenders, the “Creditor Parties”) and BIOVEST INTERNATIONAL, INC., a Delaware corporation (“Biovest”). 

**BACKGROUND**

WHEREAS, on November 10, 2008 (the “Petition Date”), each of Biovest, Biovax, Inc., AutovaxID, Inc., Biolender, LLC and Biolender II, LLC commenced a voluntary case forreorganization under Chapter 11 of Title 11 of the United States Code, 11 U.S.C. §§ 101 *et seq.* (the “Bankruptcy Code”), in the United States Bankruptcy Court for the Middle District of Florida, Tampa Division (the“Bankruptcy Court”), which cases are currently being jointly administered under Case No. 8:08-bk-17795-KRM (the “Bankruptcy Cases”); 

WHEREAS, Biovest and Biovax, Inc., AutovaxID, Inc., Biolender, LLC and Biolender II, LLC have been substantivelyconsolidated pursuant to the terms of the Confirmed Plan; 

WHEREAS, as of the Petition Date, Biovest wasindebted to Laurus Master Fund, Ltd. (In Liquidation), Valens U.S. SPV I, LLC, Valens Offshore SPV I, Ltd. and Valens Offshore SPV II, Corp. (collectively, the “Prepetition Lenders”) in an aggregate principal amount of$30,154,082.65, plus interest and other amounts due thereon, according to proofs of claim filed by the Prepetition Lenders in the Biovest Bankruptcy Cases (the “Prepetition Debt”); 

WHEREAS, in connection with Biovest incurring the Prepetition Debt, Biovest and Accentia issued to certain of thePrepetition Lenders warrants (the “Biovest Warrants”) to acquire shares of the Biovest Common Stock as listed on Exhibit A attached hereto; 

WHEREAS, in connection with Biovest incurring the Prepetition Debt, Biovest and Accentia, pursuant to various agreements,granted to certain of the Prepetition Lenders an aggregate royalty equal to 19.50% of the net sales and license revenues from the Biovest Biologic Products received by Biovest (the “Biovest Royalty”); and 

WHEREAS, in satisfaction of the Prepetition Debt, the cancellation of the Biovest Warrants, and the modification of theBiovest Royalty, certain of the Prepetition Lenders have agreed to accept allowed secured claims against Biovest in the Biovest Bankruptcy Cases in the aggregate amounts of $24,900,000.00 and $4,160,000.00, respectively, and other consideration, inaccordance with the terms and conditions set forth herein and in the Confirmed Plan. 

**AGREEMENT**

NOW, THEREFORE, in consideration of the mutual covenants and undertakings and the terms and conditions contained herein,the parties hereto agree as follows: 

1.      General Definitions and Terms;Rules of Construction. 

(a)      General Definitions. Capitalizedterms used in this Agreement shall have the meanings assigned to them in Annex A. 

(b)      Accounting Terms. Any accounting terms used in this Agreement which are notspecifically defined herein shall have the meanings customarily given them in accordance with GAAP and all financial computations in this Agreement shall be computed, unless specifically provided herein, in accordance with GAAP consistently applied.

(c)      Other Terms. Any capitalized terms used in this Agreement anddefined in the UCC shall have the meaning given therein, unless otherwise defined herein. 

(d)      Rules of Construction. All Schedules, Addenda, Annexes and Exhibits heretoor expressly identified to this Agreement are incorporated herein by reference and taken together with this Agreement constitute but a single agreement. The words “herein”, “hereof” and “hereunder” or other words ofsimilar import refer to this Agreement as a whole, including the Exhibits, Addenda, Annexes and Schedules thereto, as the same may be from time to time amended, modified, restated or supplemented in accordance with the terms of this Agreement, andnot to any particular section, subsection or clause contained in this Agreement. Wherever from the context it appears appropriate, each term stated in either the singular or the plural shall include the singular and the plural, and pronouns statedin the masculine, feminine or neuter gender shall include the masculine, the feminine and the neuter. The term “or” is not exclusive. The term “including” (or any form thereof) shall not be limiting or exclusive. All referencesto statutes and related regulations shall include any amendments of same and any successor statutes and regulations. All references in this Agreement or in the Schedules, Addenda, Annexes and Exhibits to this Agreement to sections, schedules,disclosure schedules, exhibits, and attachments shall refer to the corresponding sections, schedules, disclosure schedules, exhibits, and attachments of or to this Agreement. All references to any instruments or agreements, including references tothis Agreement or any of the Ancillary Agreements, shall include any and all modifications or amendments thereto and any and all extensions or renewals thereof. 

(e)      This Agreement shall be subject to the terms and provisions of the Confirmed Plan.To the extent that there is any conflict between the terms and provisions of this Agreement and the terms and provisions of the Confirmed Plan, the terms and provisions of this Agreement will control unless otherwise expressly stated in theConfirmation Order. 

2.      The BVTI Term Loans and Closing Shares.

(a)      The BVTI Term Notes. 

(i)      Subject to the terms and conditions set forth herein and in the AncillaryAgreements, at the Closing, the Lenders will receive in satisfaction of the Prepetition 

 
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Debt, (A) secured term promissory notes of Biovest in an aggregate principal amount of $24,900,000.00 (the “Term A Notes”) and (B) secured term promissory notes ofBiovest in an aggregate principal amount of $4,160,000.00 (the “Term B Notes” and together with the Term A Notes, the “BVTI Term Notes”). The BVTI Term Notes shall be issued to the Lenders in the principal amountsset forth on Schedule 2(a)(i) attached hereto. 

(ii)      If Biovest atany time fails to perform or observe any of the covenants contained in this Agreement or in any Ancillary Agreement (after any applicable grace period and/or opportunity to cure), the Agent may upon written notice to Biovest, but need not, performor observe such covenant on behalf and in the name, place and stead of Biovest (or, at the Agent’s option, in the Agent’s name) and may, but need not, take any and all other actions which the Agent may deem necessary to cure or correctsuch failure (including the payment of Taxes, the satisfaction of Liens, the performance of obligations owed to Account Debtors, lessors or other obligors, the procurement and maintenance of insurance, the execution of assignments, securityagreements and financing statements, and the endorsement of instruments). The amount of all monies expended and all out-of-pocket costs and reasonable expenses (including attorneys’ fees and legal expenses) incurred by the Agent in connectionwith or as a result of the performance or observance of such covenants or the taking of such action by the Agent shall be charged to Biovest and added to the principal amount of the BVTI Term Notes. To facilitate the Agent’s performance orobservance of such covenants by Biovest, Biovest hereby irrevocably appoints the Agent, or the Agent’s delegate, acting alone, as Biovest’s attorney in fact (which appointment is coupled with an interest) with the right (but not the duty)from time to time to create, prepare, complete, execute, deliver, endorse or file in the name and on behalf of Biovest any and all instruments, documents, assignments, security agreements, financing statements, applications for insurance and otheragreements and writings required to be obtained, executed, delivered or endorsed by Biovest. 

(iii)      The Agent will account to Biovest monthly with a statement of all advances,charges and payments made pursuant to this Agreement, and such account rendered by the Agent shall be deemed final, binding and conclusive, absent manifest error, unless the Agent is notified by Biovest in writing to the contrary within thirty(30) days of the date such account was rendered specifying the item or items to which objection is made. 

(b)      Closing Shares. In addition to the issuance of the BVTI Term Notes to theLenders, in consideration of the cancellation of the Biovest Warrants and the modification of the Biovest Royalty, at the Closing, Biovest shall issue to certain of the Lenders an original stock certificate issued in its name evidencing suchLender’s allocable portion of the Closing Shares, which shares shall be subject to the conditions and restrictions set forth herein and in the Closing Shares Lock-Up Agreement. The total number of Closing Shares to be issued to the Lenders willbe Fourteen Million Eight Hundred Thirty-Four Thousand Seven Hundred Eighty-Two (14,834,782), which shall be allocated among the Lenders in accordance with Schedule 2(b) attached hereto. Except for the Closing Shares, the Lenders shall not beentitled to receive any shares of the Biovest Common Stock under this Agreement or the Accentia Security Agreement. The number and allocation of the Closing Shares to the Lenders shall be as set forth on Schedule 2(b) attached hereto.Notwithstanding the provision in the Closing Shares Lock-Up Agreement which provides that the Seller Lenders (as such term is defined in the Closing Shares Lock-Up Agreement) are subject to Rule 144(e) of the Securities Act, Biovest herebyacknowledges that it 

 
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does not consider the Lenders, either individually or in the aggregate, to be an Affiliate or Affiliates of Biovest. 

3.      Repayment of the BVTI Term Loans.  The BVTI Term Loans shall berepaid in accordance with the terms of the BVTI Term Notes and as set forth herein. Biovest may prepay the BVTI Term Loans from time to time in accordance with the terms and provisions of the BVTI Term Notes. 

4.      Reserved. 

5.      Interest and Payments. 

(a)      Interest. 

(i)      Biovest shall pay interest on the BVTI Term Loans at the rates per annum setforth in the BVTI Term Notes. 

(ii)      In no event shall the aggregateinterest payable hereunder or under the BVTI Term Notes exceed the maximum rate permitted under any applicable law or regulation, as in effect from time to time (the “Maximum Legal Rate”), and if any provision of this Agreement orany Ancillary Agreement is in contravention of any such law or regulation, interest payable under this Agreement and each Ancillary Agreement shall be computed on the basis of the Maximum Legal Rate (so that such interest will not exceed the MaximumLegal Rate). 

(iii)      Biovest shall pay principal, interest and all otheramounts payable hereunder, or under any Ancillary Agreement, without any deduction whatsoever, including any deduction for any set-off or counterclaim. 

(iv)      All Contract Rate payments made by Biovest under the BVTI Term Notes shall be made free and clear of, and without deduction or withholding for or on account of, anyfuture Taxes hereafter imposed, levied, collected, withheld or assessed by any Governmental Authority, other than Excluded Taxes. If any Non-Excluded Taxes or Other Taxes are required to be withheld from any amounts payable to any Creditor Partyhereunder, the amounts so payable to such Creditor Party shall be increased to the extent necessary to yield to such Creditor Party (after payment of all Non-Excluded Taxes and Other Taxes, including those imposed on payments made pursuant to thisparagraph (iv) of this Section 5(a)) interest or any such other amounts payable hereunder at the rates or in the amounts specified in this Agreement, provided, however, that Biovest shall not be required to increase any suchamounts payable to any Lender with respect to any Non-Excluded Taxes that are directly attributable to such Lender’s failure to comply with the requirements of paragraph (vii) of this Section 5(a); and provided, further,however, that if Biovest is required to increase the amounts payable to any Creditor Party by reason of this Section 5(a)(iv), Biovest shall pay such increased amounts within ninety (90) days following the date on which suchNon-Excluded Taxes or Other Taxes were withheld. 

 
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(v)      In addition, subject to 11 U.S.C.§1146(a) and the terms of the Confirmation Order, Biovest shall pay any Other Taxes to the relevant Governmental Authority in accordance with applicable law. 

(vi)      Whenever any Non-Excluded Taxes or Other Taxes are payable by Biovest, aspromptly as possible thereafter Biovest shall send to the Agent for its own account or for the account of the relevant Lender, as the case may be, a certified copy of an original official receipt received by Biovest showing payment thereof (or suchother evidence reasonably satisfactory to the Agent). If Biovest fails to pay any Non-Excluded Taxes or Other Taxes when due to the appropriate taxing authority or fails to remit to the Agent the required receipts or other required documentaryevidence, Biovest shall indemnify the Creditor Parties for any incremental taxes, interest or penalties that may become payable by any Creditor Party as a result of any such failure. 

(vii)      Each Lender (or its assignee) that is not a “United States person,”as defined in Section 7701(a)(30) of the Code (a “Non-U.S. Lender”) shall, and hereby agrees to, deliver to Biovest and the Agent two completed originals of an appropriate U.S. Internal Revenue Service Form W-8, as applicable,or any subsequent versions thereof or successors thereto, properly completed and duly executed by such Non-U.S. Lender. Such forms shall be delivered by each Non-U.S. Lender on or before the date it becomes a party to this Agreement. In addition,each Non-U.S. Lender shall deliver such forms promptly upon the obsolescence or invalidity of any form previously delivered by such Non-U.S. Lender. Each Non-U.S. Lender shall promptly notify Biovest at any time it determines that it is no longer ina position to provide any previously delivered certificate to Biovest (or any other form of certification adopted by the U.S. taxing authorities for such purpose). Notwithstanding any other provision of this paragraph, a Non-U.S. Lender shall not berequired to deliver any form pursuant to this paragraph that such Non-U.S. Lender is not legally able to deliver. 

(viii)      The agreements in this Section 5(a) shall survive the termination of this Agreement and the payment of the BVTI Term Loans and all other amounts payablehereunder or under any other Ancillary Agreement. 

(b)      Failure toProvide Financial Information. Without affecting the Lenders’ rights and remedies, in the event Biovest fails to deliver the financial information required by Section 11 on or before the dates set forth therein, Biovest shall pay eachLender its pro rata share of an aggregate fee in the amount of $250.00 per week (or portion thereof) for each such failure until the missing financial information is delivered to the Agent. All amounts incurred pursuant to this Section 5(b)shall be due and payable upon receipt by Biovest of an invoice from the Agent for such amounts, which shall be paid monthly, in arrears, on the first Business Day of each calendar month. 

6.      Security Interest. 

(a)      Subject only to the Permitted Liens, to secure the prompt payment to the CreditorParties of the Obligations, Biovest hereby assigns, pledges and grants to the Agent, for the ratable benefit of the Creditor Parties, a continuing security interest in and Lien upon all of the Collateral. All of Biovest’s Books and Recordsrelating to the Collateral shall, until 

 
5 

delivered to or removed by the Agent, be kept by Biovest in trust for the Creditor Parties until the termination of this Agreement and the payment in full of all Obligations. Each confirmatoryassignment schedule or other form of assignment hereafter executed by Biovest shall be deemed to include the foregoing grant, whether or not the same appears therein. Notwithstanding the foregoing, the continuing security interests in and Lien uponthe Collateral, as provided for herein, shall terminate upon the payment in full of the BVTI Term Notes and all interest, fees, costs, charges, expenses, or other sums payable hereunder and under any Ancillary Agreements (other than the BiovestContingent Payment Agreement). 

(b)      Biovest hereby (i) authorizes theAgent to file any financing statements, continuation statements or other amendments thereto that (A) indicate the Collateral (1) as all assets and personal property of Biovest or words of similar effect, regardless of whether anyparticular asset comprised in the Collateral falls within the scope of Article 9 of the UCC of the applicable jurisdiction, or (2) as being of an equal or lesser scope or with greater detail, and (B) contain any other information requiredby Part *5*of Article 9 of the UCC for the sufficiency or filing office acceptance of any financing statement, continuation statement or other amendment and (ii) ratifies its authorization for the Agent to have filed any initial financialstatements, or amendments thereto if filed prior to the date hereof. Except as otherwise provided in the Confirmed Plan, Biovest acknowledges that it is not authorized to file and, except as expressly set forth in this Agreement, will not give anyauthorization to anyone other than the Agent (including pursuant to Section 9-509(b) of the UCC) to file, any financing statement or amendment or termination statement with respect to any financing statement without the prior written consent ofthe Agent and agrees that it will not do so without the prior written consent of the Agent, subject to Biovest’s rights under Section 9-509(d)(2) of the UCC. 

(c)      Biovest hereby grants to the Agent, for the ratable benefit of the CreditorParties, an irrevocable, non-exclusive, worldwide license without payment of royalty or other compensation to Biovest, upon the occurrence and during the continuance of an Event of Default, to use or otherwise exploit in any manner as to whichauthorization of the holder of such Intellectual Property would be required, and to license or sublicense such rights in, to and under any Intellectual Property now or hereafter owned by or licensed to Biovest, and wherever the same may be located,and including in such license access to all media in which any of such Intellectual Property may be recorded or stored and to all software and hardware used for the compilation or printout thereof. Biovest represents, promises and agrees that anysuch license or sublicense is not and will not be in conflict with the contractual or commercial rights of any third Person and subject, in the case of trademarks and service marks, to sufficient rights to quality control and inspection in favor ofBiovest to avoid the right of invalidation of said trademarks and service marks. The foregoing license and sublicense will terminate on the termination of this Agreement and the payment in full of the Obligations; provided, however,that any license, sublicense, or other rights granted by the Agent pursuant to such license during its term in connection with any enforcement of remedies by Agent hereunder shall remain in effect in accordance with its terms. 

(d)      Any proceeds received by the Agent from the foreclosure, sale, lease or otherdisposition of any of the Collateral shall be paid over to the Lenders for application in accordance with Section 21. 

 
6 

7.      Representations, Warranties andCovenants Concerning the Collateral. Biovest represents, warrants and covenants as of the date hereof as follows: 

(a)      All of the Collateral (i) is owned by it free and clear of all Liens (including any claim of infringement) except those in the Agent’s favor and PermittedLiens and (ii) is not subject to any agreement prohibiting the granting of a Lien or requiring notice of or consent to the granting of a Lien. 

(b)      It shall not encumber, mortgage, pledge, assign or grant any security interest in or Lien upon any Collateral to anyone other than the Agent and the other CreditorParties and except for Permitted Liens. 

(c)      The Liens granted pursuant tothis Agreement, upon the filing of UCC-1 financing statements in respect of Biovest in favor of the Agent in the applicable filing office of the state of organization of Biovest, the recording of the Liens in favor of the Agent in the U.S. Patentand Trademark Office and the U.S. Copyright Office, as applicable, the taking of any actions required under the laws of jurisdictions outside the United States with respect to Intellectual Property included in the Collateral which is created undersuch laws, and the completion of the other filings and actions listed on Schedule 7(c) attached hereto, have been delivered to the Agent in duly executed form, constitute valid perfected security interests in all of the Collateral in favor ofthe Agent as security for the payment of the Obligations, enforceable in accordance with the terms hereof against any and all of Biovest’s creditors and purchasers and such security interests are prior to all other Liens in existence on thedate hereof except those relating to the Permitted Liens, which, pursuant to the Confirmed Plan, are senior in priority to the Liens granted in favor of the Agent under this Agreement. 

(d)      No effective security agreement, mortgage, deed of trust, financing statement,equivalent security or Lien instrument or continuation statement covering all or any part of the Collateral is on file or of record in any public office, except those relating to Permitted Liens. 

(e)      It shall not dispose of any of the Collateral whether by sale, lease or otherwiseexcept for Permitted Liens, the sale of Inventory or license of Intellectual Property in the ordinary course of business, and the disposition or transfer in the ordinary course of business during any fiscal year of obsolete and worn-out Equipmenthaving an aggregate fair market value of not more than $50,000 or to the extent that (i) the proceeds of any such disposition are used to acquire replacement Equipment which is subject to the Agent’s first priority security interest or areused to repay BVTI Term Loans or to pay general corporate expenses, or (ii) following the occurrence of an Event of Default which continues to exist, the proceeds of which are remitted to the Agent to be held as cash collateral for theObligations. 

(f)      It shall defend the right, title and interest of theAgent in and to the Collateral against the claims and demands of all Persons whomsoever, and take such actions, including (i) all actions necessary to grant the Agent “control” of any Investment Property, Deposit Accounts,Letter-of-Credit Rights or electronic Chattel Paper owned by Biovest, with any agreements establishing control to be in form and substance satisfactory to the Agent, (ii) the prompt (but in no event later than five (5) Business Daysfollowing the Agent’s request therefor) 

 
7 

delivery to the Agent of all original Instruments, Chattel Paper, negotiable Documents and certificated Equity Interests owned by it (in each case, accompanied by stock powers, allonges or otherinstruments of transfer executed in blank), (iii) notification to third parties of the Agent’s interest in the Collateral at the Agent’s request, and (iv) the institution of litigation against third parties as shall be prudent inorder to protect and preserve its and/or the Agent’s respective and several interests in the Collateral. 

(g)      It shall promptly, and in any event within five (5) Business Days after thesame is acquired by it, notify the Agent of any Commercial Tort Claim acquired by it and, unless otherwise consented to by the Agent, it shall enter into a supplement to this Agreement granting to the Agent a Lien in such Commercial Tort Claim.

(h)      It shall place notations upon its Books and Records and any of itsfinancial statements to disclose the Agent’s Lien in the Collateral. 

(i)      Subject to any Permitted Liens, if it retains possession of any Chattel Paper orInstrument with the Agent’s consent, such Chattel Paper and Instruments shall be marked with the following legend: “This writing and obligations evidenced or secured hereby are subject to the security interest of LV AdministrativeServices, Inc., as agent.” Notwithstanding the foregoing, upon the reasonable request of the Agent, such Chattel Paper and Instruments shall be delivered to the Agent. 

(j)      It shall perform in a reasonable time all other steps requested by the Agent tocreate and maintain in the Agent’s favor a valid perfected first Lien in all Collateral subject only to Permitted Liens, which, pursuant to the Confirmed Plan, are senior in priority to the Liens granted in favor of the Agent under thisAgreement. 

(k)      It shall keep and maintain its Equipment in good operatingcondition, except for ordinary wear and tear, and shall make all necessary repairs and replacements thereof so that the value and operating efficiency shall at all times be maintained and preserved. It shall not permit any such items to become aFixture to real estate or accessions to other personal property. 

(l)      Itshall maintain and keep all of its Books and Records concerning the Collateral at its executive offices listed in Schedule 12(n). 

(m)      It shall maintain and keep the tangible Collateral at the addresses listed in Schedule 12(n); provided, that (i) it may change such locations or open anew location if it provides the Agent at least thirty (30) days prior written notice of such changes or new location and (ii) prior to such change or opening of a new location where Collateral having a value of more than $50,000 will belocated, it executes and delivers to the Agent such agreements as are deemed reasonably necessary or prudent by the Agent, including landlord agreements, mortgagee agreements and warehouse agreements, each in form and substance satisfactory to theAgent, to adequately protect and maintain the Agent’s security interest in such Collateral. 

(n)      Schedule 7(n) attached hereto lists all banks and other financialinstitutions at which it maintains deposits and/or other accounts, and such Schedule 7(n) correctly identifies the name, address and telephone number of each such depository, the name in

 
8 

which the account is held, and the complete account number. It shall not establish any depository or other bank account with any financial institution (other than the accounts set forth onSchedule 7(n)) without the Agent’s prior written consent. 

(o)      Its exact legal name (as indicated in the public record of its jurisdiction oforganization), jurisdiction of organization, organizational identification number, if any, from the jurisdiction of organization, and the location of its chief executive office or sole place of business or principal residence, as the case may be,are specified on Schedule 7(o) attached hereto. It has furnished to the Agent a certified charter, certificate of incorporation or other organization document and long-form good standing certificate as of a date which is recent to the datehereof. It is organized solely under the law of the jurisdiction so specified and has not filed any certificates of domestication, transfer or continuance in any other jurisdiction. Except as specified on Schedule 7(o), it has not changed itsname, jurisdiction of organization, chief executive office or sole place of business or its corporate structure in any way (e.g., by merger, consolidation, change in corporate form or otherwise) within the past five years and has not within the lastfive years become bound (whether as a result of merger or otherwise) as a grantor under a security agreement entered into by another Person, which has not heretofore been terminated. 

(p)      It will not, except upon 30 days’ prior written notice to the Agent anddelivery to the Agent of (i) all additional financing statements and other documents reasonably requested by the Agent to maintain the validity, perfection and priority of the security interests provided for herein and (ii) if applicable,a written supplement to Schedule 12(n) showing any additional location at which Inventory or Equipment in excess of $50,000 in the aggregate shall be kept: (A) change its jurisdiction of organization or the location of its chiefexecutive office or sole place of business or principal residence from that referred to in Section 7(o); (B) change its name, identity or organizational structure; or (C) permit any of the Inventory or Equipment in excess of $50,000in the aggregate to be kept at a location other than those listed on Schedule 12(n).

8.      Payment of Accounts.  At the Agent’s election, following theoccurrence of an Event of Default which is continuing, the Agent may notify Biovest’s Account Debtors of the Agent’s security interest in the Accounts, collect them directly and charge the collection costs and reasonable expenses thereofto Biovest. 

9.      Reserved. 

10.      Inspections and Appraisals.  At all times during normal businesshours, the Agent, and/or any agent of the Agent, shall have the right to (a) have access to, visit, inspect, review, evaluate and make physical verification and appraisals of Biovest’s properties and the Collateral, (b) inspect, copy(or take originals if necessary) and make extracts from Biovest’s Books and Records, including management letters prepared by the Accountants, and (c) discuss with Biovest’s directors, principal officers, and Accountants,Biovest’s business, assets, liabilities, financial condition, results of operations and business prospects. So long as no Default or Event of Default has occurred and is continuing, such inspection and appraisal rights shall be limited to twiceper year. Biovest will deliver to the Agent any instrument necessary for the Agent to obtain records from any service bureau maintaining records for Biovest. If any internally 

 
9 

prepared financial information is unsatisfactory in any manner to the Agent, the Agent may request that the Accountants review the same. 

11.      Financial Reporting.  Biovest will deliver, or cause to bedelivered, to the Agent each of the following, which shall be in form and detail acceptable to the Agent (with the filing of such information with the SEC pursuant to and in accordance with SEC rules and regulations to be deemed delivery to theAgent for purposes hereof): 

(a)      As soon as available and in any eventwithin one hundred five (105) days after the end of each fiscal year of Biovest, Biovest’s audited annual financial statements with a report of independent certified public accountants of recognized standing selected by Biovest andacceptable to the Agent (the “Accountants”), which annual financial statements shall be without qualification (other than a going-concern qualification, if applicable) and shall include Biovest’s balance sheet as at the end ofsuch fiscal year and Biovest’s related statement of income, retained earnings and cash flows for the fiscal year then ended, prepared on a consolidating and consolidated basis to include Biovest and each of its affiliates, all in reasonabledetail and prepared in accordance with GAAP. Biovest will also deliver to the Agent at such time, if available, copies of any management letters prepared by the Accountants; 

(b)      As soon as available and in any event within fifty (50) days after the end ofeach fiscal quarter that is not a fiscal year end of Biovest, an unaudited/internal balance sheet and statements of income, retained earnings and cash flows of Biovest as at the end of and for such quarter and for the year to date period then ended,prepared on a consolidating and consolidated basis to include Biovest and its affiliates, in reasonable detail and stating in comparative form the figures for the corresponding date and periods in the previous year, all prepared in accordance withGAAP, subject to year-end adjustments and accompanied by a certificate of Biovest’s president, chief executive officer or chief financial officer stating that such financial statements have been prepared in accordance with GAAP, subject toyear-end audit adjustments; 

(c)      As soon as available and in any eventwithin twenty-five (25) days after the end of each calendar month, an unaudited/internal balance sheet and statements of income, retained earnings and cash flows of Biovest as at the end of and for such month and for the year to date periodthen ended, prepared on a consolidating and consolidated basis to include Biovest and each of its affiliates, in reasonable detail and stating in comparative form the figures for the corresponding date and periods in the previous year, all preparedin accordance with GAAP, subject to year-end adjustments and accompanied by a certificate of Biovest’s president, chief executive officer or chief financial officer stating that such financial statements have been prepared in accordance withGAAP, subject to year-end audit adjustments; and 

(d)      Such other financialinformation as to Biovest as the Agent shall reasonably request. 

12.      Additional Representations and Warranties.  Biovest herebyrepresents and warrants to each Creditor Party as of the date hereof as follows: 

 
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(a)      Organization, Good Standing andQualification.  It is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware. It has the corporate power and authority to own and operate its properties and assets and, insofar as itis or shall be a party thereto, to (i) execute and deliver this Agreement and the Ancillary Agreements, (ii) issue the BVTI Term Notes and the Closing Shares, and (iii) carry out the provisions of this Agreement and the AncillaryAgreements and to carry on its business as presently conducted. It is duly qualified and is authorized to do business and is in good standing as a foreign corporation in all jurisdictions in which the nature or location of its activities and of itsproperties (both owned and leased) makes such qualification necessary, except for those jurisdictions in which the failure to do so has not had, or could not reasonably be expected to have, individually or in the aggregate, a Material AdverseEffect. 

(b)      Subsidiaries.  Each direct and indirectSubsidiary of Biovest and its percentage ownership thereof is set forth on Schedule 12(b) attached hereto. 

(c)      Capitalization; Voting Rights. 

(i)      The authorized capital stock of Biovest consists of 350,000,000 shares, of which (A) 300,000,000 are shares of Biovest Common Stock, 98,149,783 shares of whichare issued and outstanding (not taking into account the shares of Biovest Common Stock that may be issued or are issuable pursuant to the Confirmed Plan), and (B) 50,000,000 are shares of preferred stock, par value $.01 per share, none of whichare issued and outstanding. 

(ii)      Except for (A) as disclosed onSchedule 12(c), (B) the shares of Biovest Common Stock that may be issued or are issuable pursuant to the Confirmed Plan, including those that may be issued to the Investor DIP Lenders, and (C) the Closing Shares that will be issuedpursuant to this Agreement and the Ancillary Agreements, there are no outstanding options, warrants, rights (including conversion or preemptive rights and rights of first refusal), proxy or stockholder agreements, or arrangements or agreements ofany kind for the purchase or acquisition from Biovest of any of its securities. Except as disclosed on Schedule 12(c) or as provided in the Confirmed Plan, neither the offer or issuance of any of the BVTI Term Notes or the Closing Shares, northe consummation of any transaction contemplated hereby, will result in a change in the price or number of any securities of Biovest outstanding, under anti-dilution or other similar provisions contained in or affecting any such securities.

(iii)      All issued and outstanding shares of Biovest Common Stock:(A) have been duly authorized and validly issued and are fully paid and non-assessable; and (B) were issued in compliance with all applicable state and federal laws concerning the issuance of securities. 

(iv)      The rights, preferences, privileges and restrictions of the Biovest Common Stockare as stated in Biovest’s Charter. When issued in compliance with the provisions of this Agreement and Biovest’s Charter, the Closing Shares will be validly issued, fully paid and non-assessable, and free of any Liens. 

(d)      Authorization; Binding Obligations.  All corporate action on itspart (including of its officers and directors) necessary for the authorization of this Agreement and the 

 
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Ancillary Agreements, the performance of all of its obligations hereunder and under the Ancillary Agreements on the Closing Date, and the authorization, issuance and delivery of the BVTI TermNotes and the Closing Shares has been taken or will be taken prior to the Closing Date. This Agreement and the Ancillary Agreements, when executed and delivered and to the extent it is a party thereto, will be its valid and binding obligationsenforceable against it in accordance with their terms, except: 

(i)      aslimited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights; and 

(ii)      general principles of equity that restrict the availability of equitable orlegal remedies. 

The issuance of the BVTI Term Notes and the Closing Shares are not and will not be subject to any preemptiverights or rights of first refusal that have not been properly waived or complied with. 

(e)      Liabilities.  Except for (i) the BVTI Term Notes and any ofthe Indebtedness hereunder and under the Ancillary Agreements, (ii) the allowed and disputed claims of creditors of Biovest, Biovax, Inc., AutovaxID, Inc., Biolender, LLC and Biolender II, LLC in the Biovest Bankruptcy Cases (including theallowed claim of the Exit Lender), and (iii) liabilities incurred in the ordinary course of business, it does not have any liabilities nor is it indebted to any Person. 

(f)      Agreements; Action. 

(i)      It maintains disclosure controls and procedures (“DisclosureControls”) designed to ensure that information required to be disclosed by Biovest in the reports that it files or submits under the Exchange Act is recorded, processed, summarized, and reported, within the time periods specified in therules and forms of the SEC. 

(ii)      It makes and keeps books, records, andaccounts that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of its assets. It maintains internal control over financial reporting (“Financial Reporting Controls”) designed by, or under thesupervision of, its principal executive and principal financial officers, and effected by its board of directors, management, and other personnel, to provide reasonable assurance regarding the reliability of financial reporting and the preparationof financial statements for external purposes in accordance with GAAP. 

(g)      Title to Properties and Assets; Liens, Etc.  Except as set forthon Schedule 12(g) attached hereto and except as otherwise contemplated by the Confirmed Plan, it has good and marketable title to its properties and assets (tangible or intangible), and good title to its leasehold interests, in each casesubject to no Lien, other than Permitted Liens. All facilities, Equipment, Fixtures, vehicles and other properties owned, leased or used by it are in good operating condition and repair and are reasonably fit and usable for the purposes for whichthey are being used, subject to normal wear and tear. 

 
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(h)      Registration Rights and VotingRights.  Except (i) as set forth on Schedule 12(h) attached hereto, (ii) as disclosed in Exchange Act Filings, and (iii) as disclosed in the Confirmed Plan or in the Bankruptcy Cases, it is not presently under anyobligation, nor has it granted any rights, to register any of its presently outstanding securities or any of its securities that may hereafter be issued. Except as set forth on Schedule 12(h) and except as disclosed in Exchange Act Filings,to its knowledge, none of its stockholders has entered into any agreement with respect to its voting of equity securities of Biovest. 

(i)      Compliance with Laws; Permits.  No governmental orders, permissions, consents, approvals or authorizations are required to be obtained, and noregistrations or declarations are required to be filed, in connection with the execution and delivery of this Agreement or any Ancillary Agreement and the issuance of the BVTI Term Notes or the Closing Shares, except for such as have been duly andvalidly obtained or filed and except for the Compromise Order, or with respect to any filings that must be made after the Closing Date, which will be filed in a timely manner. It has all material franchises, permits, licenses and any similarauthority necessary for the conduct of its business as now being conducted by it, the lack of which could, either individually or in the aggregate, reasonably be expected to have a Material Adverse Effect. 

(j)      Valid Offering.  Assuming the accuracy of the representations andwarranties of the Lenders contained in this Agreement, the offer and sale of the BVTI Term Notes and the Closing Shares will be exempt from the registration requirements of the Securities Act, and will have been registered or qualified (or areexempt from registration and qualification) under the registration, permit or qualification requirements of all applicable state securities laws. 

(k)      No Integrated Offering.  Neither it, nor any of its Affiliates, nor any Person acting on its or their behalf, has directly or indirectly made anyoffers or sales of any security or solicited any offers to buy any security under circumstances that would cause the offering of the BVTI Term Notes or the Closing Shares pursuant to this Agreement or any Ancillary Agreement to be integrated withprior offerings by it for purposes of the Securities Act which would prevent it from issuing the BVTI Term Notes or the Closing Shares pursuant to Rule 506 under the Securities Act, or any applicable exchange-related stockholder approval provisions.Neither it nor any of its Affiliates will take any action or steps that would cause the offering of the BVTI Term Notes or the Closing Shares to be integrated with other offerings. 

(l)      Stop Transfer.  The Closing Shares and any Conversion Shares thatmay be issued will be issued pursuant to Section 1145(a) of the Bankruptcy Code. It will not issue any stop transfer order or other order impeding the sale and delivery of any of the Closing Shares or any of the Conversion Shares as may bepermitted pursuant to the terms of the Closing Shares Lock-Up Agreement and the BVTI Term Notes, or at such time as the Closing Shares or the Conversion Shares are registered for public sale or an exemption from registration is available, except asrequired by state and federal securities laws. 

(m)      PatriotAct.  It certifies that, to the best of its knowledge, it has not been designated, nor is or shall be owned or controlled, by a “suspected terrorist” as defined in Executive Order 13224. It hereby acknowledges that each ofthe Creditor Parties seeks to comply with all applicable laws concerning money laundering and related activities. In 

 
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furtherance of those efforts, it hereby represents, warrants and covenants that: (i) none of the cash or property that it will pay or will contribute to any Creditor Party has been or shallbe derived from, or related to, any activity that is deemed criminal under United States law; and (ii) no contribution or payment by it to any Creditor Party, to the extent that they are within its control, shall cause such Creditor Party to bein violation of the United States Bank Secrecy Act, the United States International Money Laundering Control Act of 1986 or the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001. It shall promptly notifythe Agent if any of these representations, warranties and covenants ceases to be true and accurate regarding it. It shall provide any Creditor Party with any additional information regarding it that such Creditor Party deems necessary or convenientto ensure compliance with all applicable laws concerning money laundering and similar activities. It understands and agrees that if at any time it is discovered that any of the foregoing representations, warranties and covenants are incorrect, or ifotherwise required by applicable law or regulation related to money laundering or similar activities, the Creditor Parties may undertake appropriate actions to ensure compliance with applicable law or regulation, including but not limited tosegregation and/or redemption of any Lender’s investment in it. It further understands that the Creditor Parties may release confidential information about it and, if applicable, any underlying beneficial owners, to proper authorities if suchCreditor Party, in its sole discretion, determines that it is in the best interests of such Creditor Party in light of relevant rules and regulations under the laws set forth in subsection (ii) above. 

(n)      Name; Locations of Offices, Records and Collateral.  Schedule12(n) attached hereto sets forth Biovest’s name as it appears in official filings in the jurisdiction of its organization, the type of entity of Biovest, the organizational identification number issued by Biovest’s jurisdiction oforganization or a statement that no such number has been issued, Biovest’s jurisdiction of organization, and the location of Biovest’s chief executive office, corporate offices, warehouses, other locations of Collateral and locations whererecords with respect to Collateral are kept (including in each case the county of such locations) and, except as set forth in such Schedule 12(n), such locations have not changed during the preceding twelve months. As of the Closing Date,during the prior five years, except as set forth in Schedule 12(n), Biovest has not been known as or conducted business in any other name (including trade names). Biovest has only one state of organization. 

(o)      Status of Obligations.  All of the Obligations shall be reportedas debt for U.S. federal income tax purposes on all applicable tax returns filed by Biovest, and Biovest shall not take a position on any tax return or in any judicial or administrative proceeding that is inconsistent with such characterization(unless otherwise required by law). 

13.      Covenants.  Biovest covenants and agrees with the CreditorParties as of the date hereof as follows: 

(a)      StopOrders.  Biovest shall advise the Agent, promptly after it receives notice of issuance by the SEC, any state securities commission or any other regulatory authority, of any stop order or of any order preventing or suspending anyoffering of any securities of Biovest, or of the suspension of the qualification of the Biovest Common Stock for offering or sale in any jurisdiction, or the initiation of any proceeding for any such purpose. 

 
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(b)      Listing.  Biovestshall promptly secure the listing or quotation, as applicable, of the Closing Shares on the Principal Market upon which shares of Biovest Common Stock are listed or quoted, as applicable (subject to official notice of issuance), and shall maintainsuch listing or quotation, as applicable, so long as any other shares of Biovest Common Stock shall be so listed or quoted, as applicable. Biovest shall maintain the listing or quotation, as applicable, of the Biovest Common Stock on the PrincipalMarket, and will comply in all material respects with Biovest’s reporting, filing and other obligations under the bylaws or rules of the Financial Industry Regulatory Authority (“FINRA”) and such exchanges, as applicable.

(c)      Market Regulations.  Biovest shall notify the SEC,FINRA and applicable state authorities, in accordance with their requirements, of the transactions contemplated by this Agreement, and shall take all other necessary action and proceedings as may be required and permitted by applicable law, rule andregulation for the legal and valid issuance of the BVTI Term Notes and the Closing Shares to the Lenders and promptly provide copies thereof to the Agent. 

(d)      Reporting Requirements.  Biovest shall file with the SEC all reports required to be filed pursuant to the Exchange Act and refrain from terminatingits status as an issuer required by the Exchange Act to file reports thereunder even if the Exchange Act or the rules or regulations thereunder would permit such termination. 

(e)      Insurance. 

(i)      Biovest shall bear the full risk of loss from any loss of any nature whatsoeverwith respect to the Collateral and Biovest and each of its Subsidiaries will, jointly and severally, bear the full risk of loss from any loss of any nature whatsoever with respect to the Collateral pledged to the Agent as security for theObligations. Furthermore, Biovest will insure or cause the Collateral to be insured in the Agent’s name as an additional insured and lender loss payee, with an appropriate loss payable endorsement in form and substance satisfactory to theAgent, against loss or damage by fire, flood, sprinkler leakage, theft, burglary, pilferage, loss in transit and other risks customarily insured against by companies in similar businesses similarly situated as Biovest and its Subsidiaries, includingbut not limited to workers compensation, public and product liability and business interruption, and such other hazards as the Agent shall specify in amounts and under insurance policies and bonds by insurers acceptable to the Agent and all premiumsthereon shall be paid by Biovest and the policies delivered to the Agent. If Biovest fails to obtain the insurance and in such amounts of coverage as otherwise required pursuant to this Section 13(e), the Agent may procure such insurance andthe cost thereof shall be promptly reimbursed by Biovest and shall constitute Obligations. 

(ii)      Biovest’s insurance coverage shall not be impaired or invalidated by anyact or neglect of Biovest and the insurer will provide the Agent with no less than thirty (30) days notice prior to cancellation. 

(iii)      The Agent, in connection with its status as a lender loss payee, will be assigned at all times, subject to the prior lien of the Exit Lender and any PermittedLiens, which, pursuant to the Confirmed Plan, are senior in priority to the Liens granted in favor of the 

 
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Agent under this Agreement, a first lien position as to any insurance policy and the proceeds thereof until such time as all Obligations have been indefeasibly satisfied in full. 

(f)      Intellectual Property.  Biovest: 

(i)      shall maintain in full force and effect its existence, rights and franchises andall licenses and other rights to own or use its Intellectual Property, including registrations and applications therefor, that are necessary to the conduct of its business, as now conducted or as presently proposed to be conducted, and shall not doany act or omit to do any act whereby any of such Intellectual Property may lapse, or become abandoned, dedicated to the public, or unenforceable, or the Lien therein in favor of the Agent for the ratable benefit of the Creditor Parties would beadversely affected; 

(ii)      shall report to the Agent (A) the filing ofany application to register a copyright no later than ten (10) days after such filing occurs, and (B) the filing of any application to register any other Intellectual Property with any other Intellectual Property registry, and the issuancethereof, no later than thirty (30) days after such filing or issuance occurs and, in each case, shall, simultaneously with such report, deliver to the Agent fully-executed documents required to acknowledge, confirm, register, record or perfectthe Lien in such Intellectual Property. In addition, Biovest will cooperate with the Agent in effecting any amendment to this Agreement or any Ancillary Agreement to include any new item of Intellectual Property included in the Collateral;

(iii)      shall, promptly upon the reasonable request of the Agent, executeand deliver to the Agent any document or instrument required to acknowledge, confirm, register, record, or perfect the Lien of the Agent in any part of the Intellectual Property owned by Biovest; and 

(iv)      shall not sell, assign, transfer, license, grant any option, or create or sufferto exist any Lien upon or with respect to Intellectual Property, except for the Liens in favor of the Agent and the Permitted Liens and except for any license of Intellectual Property in the ordinary course of its business. 

(g)      Properties.  It shall keep its properties in good repair, workingorder and condition, reasonable wear and tear excepted, and from time to time make all needful and proper repairs, renewals, replacements, additions and improvements thereto; and it shall at all times comply with each provision of all leases towhich it is a party or under which it occupies property if the breach of such provision could reasonably be expected to have a Material Adverse Effect. 

(h)      Confidentiality.  Except pursuant to the Confirmed Plan or as otherwise required in connection with the Bankruptcy Cases, Biovest will not disclose,nor will it include in any public announcement, the name of any Creditor Party, unless expressly agreed to by such Creditor Party or unless and until such disclosure is required by law or applicable regulation, and then only to the extent of suchrequirement. Notwithstanding the foregoing, Biovest may disclose any Creditor Party’s identity and the terms of this Agreement and the Ancillary Agreements to its current and prospective debt and equity financing sources. 

 
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(i)      Reissuance ofCertificates.  Biovest shall reissue certificates representing the Closing Shares or any Conversion Shares without the legends set forth in Section 41 below as follows: 

(i)      at such time as the holder thereof is permitted to dispose of the Closing Sharesor any Conversion Shares pursuant to Rule 144(e) under the Securities Act and the terms of the Closing Shares Lock-Up Agreement; or 

(ii)      upon resale subject to an effective registration statement after the Closing Shares or any Conversion Shares are registered under the Securities Act. 

Biovest agrees to cooperate with the Lenders in connection with all resales pursuant to Rule 144(e) and, at Biovest’s expense, toprovide legal opinions necessary to allow such resales provided Biovest and its counsel receive reasonably requested representations from the Lenders and broker, if any. 

(j)      Legal Name, Etc.  It shall not, without providing the Agent withthirty (30) days prior written notice, change (i) its name as it appears in the official filings in the jurisdiction of its organization, (ii) the type of legal entity it is, (iii) its organization identification number, if any,issued by its jurisdiction of organization, (iv) its jurisdiction of organization, or (v) its certificate of incorporation, by-laws or other organizational document. 

(k)      Compliance with Laws.  The operation of its business is and shallcontinue to be in compliance in all material respects with all applicable federal, state and local laws, rules and ordinances, including all laws, rules, regulations and orders relating to taxes, payment and withholding of payroll taxes, employerand employee contributions and similar items, securities, employee retirement and welfare benefits, employee health and safety and environmental matters. 

(l)      Notices.  It shall promptly inform the Agent in writing of:  (i) the commencement of all proceedings and investigations by or before,and/or the receipt of any notices from, any governmental or nongovernmental body and all actions and proceedings in any court or before any arbitrator against or in any way concerning any event which could reasonably be expected to have, singly orin the aggregate, a Material Adverse Effect; (ii) any change which has had, or could reasonably be expected to have, a Material Adverse Effect; and (iii) any Event of Default or Default. 

(m)      FIRPTA.  It is not a “United States real property holdingcorporation” as such term is defined in Section 897(c)(2) of the Code and Treasury Regulation Section 1.897-2 promulgated thereunder, and it and each of its Subsidiaries shall at no time take any action or otherwise acquire anyinterest in any asset or property to the extent the effect of which shall cause it and/or such Subsidiary, as the case may be, to be a “United States real property holding corporation” as such term is defined in Section 897(c)(2) ofthe Code and Treasury Regulation Section 1.897-2 promulgated thereunder. 

(n)      Accentia Loans or Capital Contributions toBiovest.  Notwithstanding anything to the contrary contained in this Agreement or in any of the Ancillary Agreements, Biovest shall be permitted to incur indebtedness to Accentia and accept contributions of capital

 
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from Accentia only so long as Accentia and Biovest both comply with Section 2.2 of the Accentia Term Notes and the BVTI Term Notes, respectively, and which indebtedness to Accentia shall besubject to the terms of the Accentia Subordination Agreement. 

14.      Closing and Conditions to Closing. 

 (a)      Closing Date.  Subject to thesatisfaction of the conditions set forth in Sections 14(e), (f) and (g) hereof (or the waiver thereof by the party entitled to waive that condition), the closing of the transactions contemplated by this Agreement (the“Closing”) shall take place at the offices of Cole, Schotz, Meisel, Forman & Leonard, P.A., 900 Third Avenue, 16th Floor, New York, New York 10022 (or at such other place as the parties may designate in writing) at 10:00 a.m.(Eastern Standard Time) on the date on which the conditions set forth in Sections 14(e), (f) and (g) are satisfied or waived (other than conditions that by their nature are to be satisfied at the Closing, but subject to the satisfaction orwaiver of such conditions), unless another time or date, or both, are agreed to in writing by the parties hereto. The date on which the Closing shall be held is referred to in this Agreement as the “Closing Date.” 

 (b)      Deliveries by Biovest.  At the Closing, Biovest shalldeliver to the Agent: 

(i)      the executed BVTI Term Notes in the formattached hereto as Exhibit B; 

(ii)      the executed Accentia LimitedGuaranty in the form attached hereto as Exhibit C; 

(iii)      theexecuted Accentia Subordination Agreement in the form attached hereto as Exhibit D; 

(iv)      the executed Exit Lender Subordination Agreement in the form attached asExhibit E; 

(v)      the executed Accentia Pledge Agreement in the formattached hereto as Exhibit F; 

(vi)      the executed Analytica SecurityAgreement in the form attached hereto as Exhibit G; 

(vii)      theexecuted Analytica Guaranty in the form attached hereto as Exhibit H; 

(viii)      the executed Closing Shares Lock-Up Agreement in the form attached hereto asExhibit I; 

(ix)      the executed Biovest Contingent Payment Agreementin the form attached hereto as Exhibit J; 

(x)      the executedIntellectual Property Security Agreements in the forms attached hereto as Exhibit K; 

 
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(xi)      the executed Biovest Amendments toOrganizational Documents in the form attached hereto as Exhibit L; 

(xii)      the executed Royalty Assignment Termination Agreement in the form attachedhereto as Exhibit M; 

(xiii)      the executed AutovaxID RoyaltyTermination Agreement in the form attached hereto as Exhibit N; 

(xiv)      the executed Warrant Termination Agreements in the forms attached hereto asExhibit O; 

(xv)      the executed Royalty Termination Agreements in theforms attached hereto as Exhibit P; 

(xvi)      the executed AccentiaRoyalty Termination Agreement in the form attached hereto as Exhibit Q; and 

(xvii)      such other documents and instruments as the Agent shall reasonably request.

 (c)      Deliveries by the Agent and the Lenders.  Atthe Closing, the Agent and the Lenders, as applicable, shall deliver to Biovest: 

(i)      the executed Accentia Limited Guaranty; 

(ii)      the executed Accentia Subordination Agreement; 

(iii)      the executed Exit Lender Subordination Agreement; 

(iv)      the executed Accentia Pledge Agreement; 

(v)      the executed Analytica Security Agreement; 

(vi)      the executed Closing Shares Lock-Up Agreement; 

(vii)      the executed Biovest Contingent Payment Agreement; 

(viii)      the executed Intellectual Property Security Agreements; 

(ix)      the executed Royalty Assignment Termination Agreement; 

(x)      the executed AutovaxID Royalty Termination Agreement; 

(xi)      the executed Warrant Termination Agreements; 

(xii)      the executed Royalty Termination Agreements; 

(xiii)      the executed Accentia Royalty Termination Agreement; 

 
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(xiv)      written acknowledgment of thewithdrawal of any proofs of claim filed by the Creditor Parties against Biovest, Biovax, Inc., AutovaxID, Inc., Biolender, LLC, and Biolender II, LLC in the Biovest Bankruptcy Cases; and 

(xv)      such other documents and instruments as Biovest shall reasonably request.

(d)      Termination of Agreement.  This Agreement may beterminated prior to the Closing as follows: 

(i)      by Biovest or the Agent,if the Closing shall not have occurred by the close of business on November 17, 2010 (the “Termination Date”); provided, however, that if the Closing shall not have occurred on or before the Termination Date due to a materialbreach of any representations, warranties, covenants or agreements contained in this Agreement by Biovest or the Agent or the Lenders, then the breaching party may not terminate this Agreement pursuant to this Section 14(d)(i); and provided,further, that Biovest shall have the right to extend the Termination Date for a period not to exceed forty-five (45) days in the aggregate; 

(ii)      by mutual written consent of Biovest, the Agent and the Lenders; 

(iii)      by the Agent, if any condition to the obligations of the Lenders set forth in Section 14(e) or (g) shall have become incapable of fulfillment, other thanas a result of a breach by the Agent or the Lenders of any covenant or agreement contained in this Agreement, and such condition is not waived by the Agent and the Lenders; 

(iv)      by Biovest, if any condition to the obligations of Biovest set forth inSection 14(f) or (g) shall have become incapable of fulfillment, other than as a result of a breach by Biovest of any covenant or agreement contained in this Agreement, and such condition is not waived by Biovest; 

(v)      by the Agent and the Lenders, if there shall be a material breach by Biovest ofany representation, warranty, covenant or agreement contained in this Agreement which would result in a failure of a condition set forth in Section 14(e) or (g) and which breach has not been cured by the earlier of (i) ten(10) Business Days after the giving of written notice by the Agent to Biovest of such breach and (ii) the Termination Date; 

(vi)      by Biovest, if there shall be a material breach by the Agent or the Lenders of any representation, warranty, covenant or agreement contained in this Agreement whichwould result in a failure of a condition set forth in Section 14(f) or (g) and which breach has not been cured by the earlier of (i) ten (10) Business Days after the giving of written notice by Biovest to the Agent of such breachand (ii) the Termination Date; or 

(vii)      by Biovest or the Agent andthe Lenders, if there shall be in effect a Final Order of a Governmental Authority of competent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement, it being agreed thatthe parties hereto shall promptly appeal any adverse determination which is not non-appealable (and pursue such appeal with reasonable diligence). 

 
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(e)      Conditions Precedent toObligations of the Lenders.  The obligation of the Lenders to consummate the transactions contemplated by this Agreement is subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all ofwhich may be waived by the Lenders in whole or in part to the extent permitted by applicable law): 

(i)      the representations and warranties of Biovest contained in this Agreement(x) that are not qualified by materiality or Material Adverse Effect shall be true and correct in all respects on and as of the Closing, except to the extent expressly made as of an earlier date, in which case as of such earlier date, andexcept to the extent that the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect and (y) that are qualified by materialityor Material Adverse Effect shall be true and correct in all respects on and as of the Closing (disregarding any materiality or Material Adverse Effect qualifier contained therein), except to the extent expressly made as of an earlier date, in whichcase as of such earlier date, and except to the extent that the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect; 

(ii)      Biovest shall have performed and complied in all material respects with allobligations and agreements required in this Agreement to be performed or complied with by it prior to the Closing Date; and 

(iii)      Biovest shall have delivered, or caused to be delivered, to the Agent all of the items set forth in Section 14(b). 

(f)      Conditions Precedent to Obligation of Biovest.  The obligationsof Biovest to consummate the transactions contemplated by this Agreement are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may be waived by Biovest in whole or in part to theextent permitted by applicable law): 

(i)      the representations andwarranties of the Lenders contained in this Agreement (x) that are not qualified by materiality shall be true and correct in all respects on and as of the Closing, except to the extent expressly made as of an earlier date, in which case as ofsuch earlier date, and except to the extent that the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse change and (y) that arequalified by materiality shall be true and correct in all respects on and as of the Closing (disregarding any materiality qualifier contained therein), except to the extent expressly made as of an earlier date, in which case as of such earlier date,and except to the extent that the failure of such representations and warranties to be true and correct would not reasonably be expected to have, individually or in the aggregate, a material adverse change; 

(ii)      the Lenders shall have performed and complied in all material respects with allobligations and agreements required by this Agreement to be performed or complied with by the Lenders on or prior to the Closing Date; and 

 
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(iii)      the Agent and the Lenders, asapplicable, shall have delivered to Biovest all of the items set forth in Section 14(c). 

(g)      Conditions Precedent to Obligations of Biovest and theLenders.  The respective obligations of Biovest and the Lenders to consummate the transactions herein are subject to the fulfillment, on or prior to the Closing Date, of each of the following conditions (any or all of which may bewaived by Biovest and the Lenders in whole or in part to the extent permitted by applicable law): 

(i)      there shall not be in effect any Final Order by a Governmental Authority ofcompetent jurisdiction restraining, enjoining or otherwise prohibiting the consummation of the transactions contemplated by this Agreement; 

(ii)      the Confirmation Order shall have become a Final Order; 

(iii)      the closing shall have occurred under the Accentia Security Agreement; and 

(iv)      the Effective Date under the Confirmed Plan shall have occurred. 

(h)      Frustration of Closing Conditions.  No party may rely on thefailure of any condition set forth in Section 14(e), (f) or (g), as the case may be, if such failure was caused by such party’s failure to comply with any provision of this Agreement. 

15.      Further Assurances.  At any time and from time to time, upon thewritten request of the Agent and at the sole expense of Biovest, Biovest shall promptly and duly execute and deliver any and all such further instruments and documents and take such further action as the Agent may reasonably request (a) toobtain the full benefits of this Agreement and the Ancillary Agreements, (b) to protect, preserve, perfect and maintain the Agent’s rights in the Collateral and under this Agreement or any Ancillary Agreement, and/or (c) to enable theAgent to exercise all or any of the rights and powers granted herein or in any Ancillary Agreement. 

16.      Representations, Warranties and Covenants of Lenders.  EachLender, severally and not jointly, hereby represents, warrants and covenants to Biovest as follows: 

(a)      Requisite Power and Authority.  Such Lender has all necessarypower and authority under all applicable provisions of law to execute and deliver this Agreement and the Ancillary Agreements and to carry out their provisions. All corporate action on such Lender’s part required for the lawful execution anddelivery of this Agreement and the Ancillary Agreements has been or will be effectively taken prior to the Closing Date. Upon their execution and delivery, this Agreement and the Ancillary Agreements shall be valid and binding obligations of suchLender, enforceable in accordance with their terms, except (i) as limited by applicable bankruptcy, insolvency, reorganization, moratorium or other laws of general application affecting enforcement of creditors’ rights, and (ii) aslimited by general principles of equity that restrict the availability of equitable and legal remedies. 

(b)      Investment Representations.  Such Lender understands that theBVTI Term Notes, the Closing Shares and the Conversion Shares are being offered and sold pursuant 

 
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to an exemption from registration contained in Section 1145(a) of the Bankruptcy Code and the Securities Act based in part upon such Lender’s representations contained in thisAgreement, including, without limitation, that such Lender is an “accredited investor” within the meaning of Regulation D under the Securities Act. Such Lender has received or has had full access to all the information it considersnecessary or appropriate to make an informed investment decision with respect to the Closing Shares and the BVTI Term Notes to be issued to it under this Agreement. 

(c)      Lender Bears Economic Risk.  Such Lender has substantialexperience in evaluating and investing in private placement transactions of securities in companies similar to Biovest so that it is capable of evaluating the merits and risks of its investment in Biovest and has the capacity to protect its owninterests. Such Lender must bear the economic risk of this investment until the BVTI Term Notes and the Closing Shares are sold pursuant to (i) an effective registration statement under the Securities Act, or (ii) an exemption fromregistration is available, and subject to the terms of the Closing Shares Lock-Up Agreement. 

(d)      Investment for Own Account.  The BVTI Term Notes and the ClosingShares are being issued to such Lender for its own account for investment only, and not as a nominee or agent and not with a view towards or for resale in connection with their distribution. 

(e)      Lender Can Protect Its Interest.  Such Lender represents that byreason of its, or of its management’s, business and financial experience, such Lender has the capacity to evaluate the merits and risks of its investment in the BVTI Term Notes and the Closing Shares and to protect its own interests inconnection with the transactions contemplated in this Agreement and the Ancillary Agreements. Further, such Lender is aware of no publication of any advertisement in connection with the transactions contemplated in this Agreement or the AncillaryAgreements. 

(f)      Accredited Investor.  Such Lenderrepresents that it is an accredited investor within the meaning of Regulation D under the Securities Act. 

(g)      Patriot Act.  Such Lender certifies that, to the best of suchLender’s knowledge, such Lender has not been designated, and is not owned or controlled, by a “suspected terrorist” as defined in Executive Order 13224. Such Lender seeks to comply with all applicable laws concerning money launderingand related activities. In furtherance of those efforts, such Lender hereby represents, warrants and covenants that: (i) none of the cash or property that such Lender will use to make the BVTI Term Loans has been or shall be derived from, orrelated to, any activity that is deemed criminal under United States law; and (ii) no disbursement by such Lender to Biovest, to the extent within such Lender’s control, shall cause such Lender to be in violation of the United States BankSecrecy Act, the United States International Money Laundering Control Act of 1986 or the United States International Money Laundering Abatement and Anti-Terrorist Financing Act of 2001. Such Lender shall promptly notify Biovest if any of theserepresentations ceases to be true and accurate regarding such Lender. Such Lender agrees to provide Biovest any additional information regarding such Lender that Biovest deems necessary or convenient to ensure compliance with all applicable lawconcerning money laundering and similar activities. Such Lender understands and agrees that if at any time it is discovered that any of the foregoing representations are incorrect, or if otherwise required by applicable law or regulation related tomoney laundering or similar activities, such 

 
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Lender may undertake appropriate actions to ensure compliance with applicable law or regulation, including but not limited to segregation and/or redemption of such Lender’s investment inBiovest. Such Lender further understands that Biovest may release information about such Lender and, if applicable, any underlying beneficial owners, to proper authorities if Biovest, in its sole discretion, determines that it is in the bestinterests of Biovest in light of relevant rules and regulations under the laws set forth in subsection (ii) above. 

(h)      Limitation on Acquisition of Stock.  Notwithstanding anything to the contrary contained in this Agreement, any Ancillary Agreement, or any document,instrument or agreement entered into in connection with any other transaction entered into by and between such Lender and Biovest (and/or Affiliates of Biovest), such Lender (and/or Subsidiaries or Affiliates of such Lender) shall not acquire stockin Biovest (including, without limitation, pursuant to a contract to purchase, by exercising an option or warrant, by converting any other security or instrument, by acquiring or exercising any other right to acquire shares of stock or othersecurity convertible into shares of stock in Biovest, or otherwise, and such options, warrants, conversion or other rights shall not be exercisable) to the extent such stock acquisition would cause any interest (including any original issuediscount) payable by Biovest to a Non-U.S. Lender not to qualify as portfolio interest, within the meaning of Section 871(h)(2) or Section 881(c)(2) of the U.S. Internal Revenue Code of 1986, as amended (the “Code”) byreason of Section 87l(h)(3) or Section 88l(c)(3)(B) of the Code, as applicable, taking into account the constructive ownership rules under Section 871(h)(3)(C) of the Code (the “Stock Acquisition Limitation”).

(i)      No Net Short Position.  From and after the date ofthis Agreement, such Lender agrees that it shall not, either individually or collectively, maintain a Net Short Position. “Net Short Position” shall mean that the aggregate number of shares of Biovest Common Stock held in a shortposition by such Lender exceeds the number of shares of Biovest Common Stock then owned by such Lender. 

(j)      Ancillary Agreements and Other Closing Documents.  The Agent andthe Lenders acknowledge and agree that, as a condition to the Closing, the closing under the Accentia Security Agreement shall have occurred and the Agent and the Lenders, as the case may be, shall have executed and delivered each of the AncillaryAgreements and other documents listed in Section 14(c). 

17.      Confidentiality.  Except in connection with the Bankruptcy Cases,each Lender covenants and agrees with Biovest that such Lender will not disclose, and will not include in any public announcement, Biovest’s name, unless expressly agreed to by Biovest or unless and until such disclosure is required by law orapplicable regulation, and then only to the extent of such requirement. Notwithstanding the foregoing, (i) such Lender shall be permitted to discuss, distribute or otherwise transfer any non-public information of Biovest in such Lender’spossession now or in the future to (x) its employees, agents, counsel, professional consultants and accountants who, in each such case, have a specific need to know such information, and (y) potential or actual (A) direct or indirectinvestors in such Lender and (B) assignees or transferees of all or a portion of the Obligations, to the extent that such investor or assignee or transferee enters into a confidentiality agreement for such benefit of Biovest in such form as maybe necessary to address Biovest’s Regulation FD requirements; (ii) such Lender (and each 

 
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employee, representative, or other agent of such Lender) may disclose to any and all Persons, without limitation of any kind, the tax treatment and any facts that may be relevant to the taxstructure of the transactions contemplated by this Agreement and the Ancillary Agreements and the agreements referred to therein; provided,however, that no Lender (and no employee, representative or other agent thereof) shall disclosepursuant to this clause (ii) any other information that is not relevant to understanding the tax treatment or tax structure of such transactions (including the identity of any party or any information that could lead another to determine theidentity of any party); and (iii) the Agent or any Affiliate thereof shall be entitled to post on its website a summary of the transactions contemplated by this Agreement, including Biovest’s name. 

18.      Power of Attorney.  Biovest hereby appoints the Agent, or any other Person whomthe Agent may designate as Biovest’s attorney, with power to: (a)(i) execute any security related documentation on Biovest’s behalf and to supply any omitted information and correct patent errors in any documents executed by Biovest or onBiovest’s behalf; (ii) file financing statements and other evidence of Liens granted hereunder against Biovest covering the Collateral (and, in connection with the filing of any such financing statements, describe the Collateral as“all assets and all personal property, whether now owned and/or hereafter acquired” (or any substantially similar variation thereof)); (iii) sign Biovest’s name on any invoice or bill of lading relating to any Accounts, draftsagainst Account Debtors, schedules and assignments of Accounts, notices of assignment, financing statements and other evidence of the Agent’s Liens granted hereunder and other public records, verifications of Account and notices to or fromAccount Debtors; (iv) in the case of any Intellectual Property, execute and deliver, and have recorded, any and all agreements, instruments, documents and papers as the Agent may request to evidence the Agent’s security interest in suchIntellectual Property and the goodwill and general intangibles of Biovest relating thereto or represented thereby; and (v) do all other things the Agent deems necessary to carry out the terms of Section 6 of this Agreement; and(b) upon the occurrence and during the continuance of an Event of Default (i) endorse Biovest’s name on any checks, notes, acceptances, money orders, drafts or other forms of payment or security that may come into the Agent’spossession; (ii) verify the validity, amount or any other matter relating to any Account by mail, telephone, telegraph or otherwise with Account Debtors; (iii) do all other things necessary to carry out this Agreement, any AncillaryAgreement and all related documents; and (iv) notify the post office authorities to change the address for delivery of Biovest’s mail to an address designated by the Agent, and to receive, open and dispose of all mail addressed to Biovest.Biovest hereby ratifies and approves all acts of the attorney. Neither the Agent nor the attorney will be liable for any acts or omissions or for any error of judgment or mistake of fact or law, except for gross negligence or willful misconduct.This power, being coupled with an interest, is irrevocable so long as the Agent has a security interest and until the Obligations have been fully satisfied. 

19.      Termination of Lien.  The Liens and rights granted to the Agent hereunder and in any Ancillary Agreements, and the financing statements filed inconnection herewith or therewith, shall continue in full force and effect until all of the Obligations have been indefeasibly paid or performed in full. The Agent shall not be required to send termination statements or other evidence of the releaseof the Liens granted hereunder to Biovest, or to file them with any filing office, unless and until this Agreement and the Ancillary Agreements shall 

 
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have been terminated in accordance with their terms and all Obligations indefeasibly paid in full in immediately available funds. 

20.      Events of Default.  The occurrence of any of the following shallconstitute an “Event of Default”: 

(a)      failure to makepayment of any principal, interest, fees, costs, charges, expenses, or other sums payable from time to time hereunder, under the BVTI Term Notes, under Section 5(b) of this Agreement, if any, or under any of the Ancillary Agreements whenrequired hereunder or thereunder, and, in any such case, such failure shall continue for (i) in the case of a payment of scheduled principal or interest, a period of five (5) Business Days following the date upon which any such payment wasdue, (ii) in the case of payments due under Section 5(b), if any, that are not paid when due on eight (8) occasions, or (iii) in the case of any other amount payable, a period of five (5) Business Days following the date ofBiovest’s written receipt from the Agent of a written notice identifying the amount due and providing reasonable supporting details; 

(b)      Biovest shall (i) apply for, consent to or suffer to exist the appointment of or the taking of possession by, a receiver, custodian, trustee or liquidator ofitself or of all or a substantial part of its property, (ii) make a general assignment for the benefit of creditors, (iii) commence a voluntary case under the federal bankruptcy laws (as now or hereafter in effect), (iv) beadjudicated bankrupt or insolvent, (v) file a petition seeking to take advantage of any other law providing for the relief of debtors, (vi) acquiesce to without challenge within ten (10) days of the filing thereof, or fail to havedismissed within forty-five (45) days, any petition filed against it in any involuntary case under such bankruptcy laws, or (vii) take any action for the purpose of effecting any of the foregoing; 

(c)      Biovest shall cease operation of its present business; or 

(d)      Biovest directly or indirectly sells, assigns, transfers, conveys, or suffers orpermits to occur any sale, assignment, transfer or conveyance of all or substantially all of its assets, except as permitted herein. 

21.      Remedies.  Following the occurrence of an Event of Default that is continuing, the Agent shall have the right to demand repayment in full of allObligations, whether or not otherwise due. Until all Obligations have been fully and indefeasibly satisfied, the Agent shall retain its Lien in all Collateral. The Agent shall have, in addition to all other rights provided herein and in eachAncillary Agreement, the rights and remedies of a secured party under the UCC, and under other applicable law, all other legal and equitable rights to which the Agent may be entitled, including the right to take immediate possession of theCollateral, to require Biovest to assemble the Collateral, at Biovest’s expense, and to make it available to the Agent at a place designated by the Agent which is reasonably convenient to both parties and to enter any of the premises of Biovestor wherever the Collateral shall be located, with or without force or process of law, and to keep and store the same on said premises until sold (and if said premises be the property of Biovest, Biovest agrees not to charge the Agent or any Lenderfor storage thereof), and the right to apply for the appointment of a receiver for Biovest’s property. Further, the Agent may, at any time or times after the occurrence of an Event of Default that is continuing, 

 
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sell and deliver all Collateral held by or for the Agent at public or private sale for cash, upon credit or otherwise, at such prices and upon such terms as the Agent, in its sole discretion,deems advisable or the Agent may otherwise recover upon the Collateral in any commercially reasonable manner. The requirement of reasonable notice shall be met if such notice is mailed postage prepaid to Biovest at Biovest’s address as shown inSection 30, at least ten (10) days before the time of the event of which notice is being given. The Agent may be the purchaser at any sale, if it is public. In connection with the exercise of the foregoing remedies, and not withoutlimitations of any remedies with respect to Intellectual Property Collateral, the Agent may exercise the rights and license granted under Section 6(c) hereof. The proceeds of sale shall be applied first to all costs and expenses of sale,including reasonable attorneys’ fees, and second to the payment (in whatever order the Agent elects) of all Obligations. After the indefeasible payment and satisfaction in full of all of the Obligations, and after the payment by the Agent ofany other amount required by any provision of law, including Section 9-608(a)(1) of the UCC (but only after the Agent has received what the Agent considers reasonable proof of a subordinate party’s security interest), the surplus, if any,shall be paid to Biovest or its representatives or to whosoever may be lawfully entitled to receive the same, or as a court of competent jurisdiction may direct. Biovest shall remain liable to the Creditor Parties for any deficiency. The partieshereto each hereby agree that the exercise by any party hereto of any right granted to it or the exercise by any party hereto of any remedy available to it (including, without limitation, the issuance of a notice of redemption, a borrowing requestand/or a notice of default), in each case, hereunder or under any Ancillary Agreement shall not constitute confidential information and no party shall have any duty to the other party to maintain such information as confidential, except for theportions of such publicly filed documents that are subject to a confidential treatment request made by Biovest to the SEC. 

22.      Waivers.  To the full extent permitted by applicable law, Biovest hereby waives(a) presentment, demand and protest, and notice of presentment, dishonor, intent to accelerate, acceleration, protest, default, nonpayment, maturity, release, compromise, settlement, extension or renewal of any or all of this Agreement and theAncillary Agreements or any other notes, commercial paper, Accounts, contracts, Documents, Instruments, Chattel Paper and guaranties at any time held by the Agent on which Biovest may in any way be liable, and hereby ratifies and confirms whateverthe Agent may do in this regard; (b) all rights to notice and a hearing prior to the Agent’s taking possession or control of, or to the Agent’s replevy, attachment or levy upon, any Collateral or any bond or security that might berequired by any court prior to allowing the Agent to exercise any of its remedies; and (c) the benefit of all valuation, appraisal and exemption laws. Biovest acknowledges that it has been advised by counsel of its choices and decisions withrespect to this Agreement, the Ancillary Agreements and the transactions evidenced hereby and thereby. 

23.      Expenses.  Biovest shall pay all of the Agent’s out-of-pocket costs andexpenses, including reasonable fees and disbursements of outside counsel and appraisers, in connection with the prosecution or defense of any action, contest, dispute, suit or proceeding concerning any matter in any way arising out of, related to orconnected with this Agreement or any Ancillary Agreement. Biovest shall also pay all of the Agent’s reasonable fees, charges, out-of-pocket costs and expenses, including fees and disbursements of counsel and appraisers, in connection with(a) the preparation, execution and delivery of any waiver, any amendment thereto or consent proposed or executed in connection with the transactions contemplated by this 

 
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Agreement or the Ancillary Agreements, (b) the Agent’s obtaining performance of the Obligations under this Agreement and any Ancillary Agreements, including, but not limited to, theenforcement or defense of the Agent’s security interests, assignments of rights and Liens hereunder as valid perfected security interests, (c) any attempt to inspect, verify, protect, collect, sell, liquidate or otherwise dispose of anyCollateral, (d) any appraisals or re-appraisals of any property (real or personal) pledged to the Agent by Biovest as Collateral for, or any other Person as security for, the Obligations hereunder, and (e) any consultations in connectionwith any of the foregoing. Biovest shall also pay each Creditor Party the customary bank charges for any bank services (including wire transfers) performed or caused to be performed by it at its request or in connection with Biovest’s loanaccount with such Creditor Party. All such costs and expenses together with all filing, recording and search fees, taxes and interest payable by Biovest to the Creditor Parties shall be payable on demand and shall be secured by the Collateral. Ifany tax by any Governmental Authority is or may be imposed on or as a result of any transaction between Biovest, on the one hand, and Creditor Party on the other hand, which such Creditor Party is or may be required to withhold or pay, Biovesthereby indemnifies and holds such Creditor Party harmless in respect of such taxes, and Biovest will repay to such Creditor Party the amount of any such taxes which shall be charged to Biovest’s account; and until Biovest shall furnish suchCreditor Party with indemnity therefor (or supply such Creditor Party with evidence satisfactory to it that due provision for the payment thereof has been made), such Creditor Party may hold without interest any balance standing to Biovest’scredit and the Agent shall retain its Liens in any and all Collateral. 

24.      Assignment; Register. 

(a)      Each Lender may assign any or all of the Obligations to any Person and, subject toacceptance and recordation thereof by the Agent pursuant to Section 24(b) and receipt by the Agent of a copy of the agreement or instrument pursuant to which such assignment is made (each such agreement or instrument, an “AssignmentAgreement”), any such assignee shall succeed to all of such Lender’s rights with respect thereto; provided that no Lender shall be permitted to effect any such assignment to a direct competitor of Biovest unless an Event of Default hasoccurred and is continuing and such Lender has given Biovest no less than fifteen (15) Business Days prior notice of such assignment. Each Lender may from time to time sell or otherwise grant participations in any of the Obligations and theholder of any such participation shall, subject to the terms of any agreement between such Lender and such holder, be entitled to the same benefits as such Lender with respect to any security for the Obligations in which such holder is aparticipant. Biovest agrees that each such holder may exercise any and all rights of banker’s lien, set-off and counterclaim with respect to its participation in the Obligations as fully as though Biovest were directly indebted to such holderin the amount of such participation. Biovest may not assign any of its rights or obligations hereunder without the prior written consent of the Agent. All of the terms, conditions, promises, covenants, provisions and warranties of this Agreementshall inure to the benefit of each of the undersigned, and shall bind the representatives, successors and permitted assigns of Biovest and the Creditor Parties. 

(b)      The Agent shall maintain, or cause to be maintained, for this purpose only asagent for each Lender, (i) a copy of each Assignment Agreement delivered to it and (ii) a book entry system, within the meaning of U.S. Treasury Regulation Sections 5f.103-1(c) and 1.871-14(c) (the “Register”), in which itwill register the name and address of each Lender and the 

 
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name and address of each assignee of each Lender under this Agreement, and the principal amount of, and stated interest on, the BVTI Term Loans owing to each such Lender and assignee pursuant tothe terms hereof and each Assignment Agreement. The right, title and interest of the Lenders and their assignees in and to such BVTI Term Loans shall be transferable only upon notation of such transfer in the Register, and no assignment thereofshall be effective until recorded therein. Biovest and each Creditor Party shall treat each Person whose name is recorded in the Register as a Lender pursuant to the terms hereof as a Lender and owner of an interest in the Obligations hereunder forall purposes of this Agreement, notwithstanding notice to the contrary or any notation of ownership or other writing or any BVTI Term Note. The Register shall be available for inspection by Biovest or Lender, at any reasonable time and from time totime, upon reasonable prior notice. 

25.      No Waiver; CumulativeRemedies.  Failure by any Creditor Party to exercise any right, remedy or option under this Agreement, any Ancillary Agreement or any supplement hereto or thereto or any other agreement between or among Biovest and such Creditor Party,will not operate as a waiver; no waiver by any Creditor Party will be effective unless it is in writing and then only to the extent specifically stated. The Creditor Parties’ rights and remedies under this Agreement and the Ancillary Agreementswill be cumulative and not exclusive of any other right or remedy which any of the Creditor Parties may have. 

26.      Application of Payments.  Except as otherwise provided in this Agreement or inany Ancillary Agreement, Biovest irrevocably waives the right to direct the application of any and all payments at any time or times hereafter received by the Agent from or on Biovest’s behalf and Biovest hereby irrevocably agrees that theAgent shall have the continuing exclusive right to apply and reapply any and all payments received at any time or times hereafter against the Obligations hereunder in such manner as the Agent may reasonably deem advisable notwithstanding any entryby the Agent upon any of the Agent’s books and records. 

27.      Indemnity.  Biovest hereby indemnifies and holds each Creditor Party, and itsrespective affiliates, employees, attorneys and agents (each, an “Indemnified Person”), harmless from and against any and all suits, actions, proceedings, claims, damages, losses, liabilities and expenses of any kind or naturewhatsoever (including reasonable attorneys’ fees and disbursements and other costs of investigation or defense, including those incurred upon any appeal) which may be instituted or asserted against or incurred by any such Indemnified Person asthe result of credit having been extended, suspended or terminated under this Agreement or any of the Ancillary Agreements or with respect to the execution, delivery, enforcement, performance and administration of, or in any other way arising out ofor relating to, this Agreement, the Ancillary Agreements or any other documents or transactions contemplated by or referred to herein or therein and any actions or failures to act with respect to any of the foregoing, except to the extent that anysuch indemnified liability is finally determined by a court of competent jurisdiction to have resulted primarily from such Indemnified Person’s gross negligence, bad faith or willful misconduct. NO INDEMNIFIED PERSON SHALL BE RESPONSIBLE ORLIABLE TO BIOVEST OR TO ANY OTHER PARTY OR TO ANY SUCCESSOR, ASSIGNEE OR THIRD PARTY BENEFICIARY OR ANY OTHER PERSON ASSERTING CLAIMS DERIVATIVELY THROUGH SUCH PARTY, FOR INDIRECT, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHICH MAY BE ALLEGED ASA RESULT OF CREDIT HAVING BEEN EXTENDED, SUSPENDED OR 

 
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TERMINATED UNDER THIS AGREEMENT OR ANY ANCILLARY AGREEMENT OR AS A RESULT OF ANY OTHER TRANSACTION CONTEMPLATED HEREUNDER OR THEREUNDER. 

28.      Revival.  Biovest further agrees that to the extent it makes apayment or payments to any Creditor Party, which payment or payments or any part thereof are subsequently invalidated, declared to be fraudulent or preferential, set aside and/or required to be repaid to a trustee, receiver or any other party underany bankruptcy act, state or federal law, common law or equitable cause, then, to the extent of such payment or repayment, the obligation or part thereof intended to be satisfied shall be revived and continued in full force and effect as if saidpayment had not been made. 

29.      Borrowing Agency Provisions.

(a)      Biovest shall make payment upon the maturity of the Obligations byacceleration or otherwise, and such obligation and liability shall in no way be affected by any extensions, renewals and forbearance granted by the Agent to Biovest, failure of the Agent to give Biovest notice of borrowing or any other notice, anyfailure of the Agent to pursue to preserve its rights against Biovest, the release by the Agent of any Collateral now or thereafter acquired from Biovest, and such agreement by Biovest to pay upon any notice issued pursuant thereto is unconditionaland unaffected by prior recourse by the Agent to Biovest or any Collateral for Biovest’s Obligations or the lack thereof. 

(b)      Biovest expressly waives any and all rights of subrogation, reimbursement, indemnity, exoneration, contribution or any other claim which Biovest may now or hereafterhave against any other Person directly or contingently liable for the Obligations, or against or with respect to any other’s property (including, without limitation, any property which is Collateral for the Obligations), arising from theexistence or performance of this Agreement, until all Obligations have been indefeasibly paid in full and this Agreement has been irrevocably terminated. 

30.      Notices.  Any notice or request hereunder may be given to Biovest or the Agent and the Lenders at the respective addresses set forth below or as mayhereafter be specified in a notice designated as a change of address under this Section. Any notice or request hereunder shall be given by registered or certified mail, return receipt requested, hand delivery, overnight mail or facsimiletransmission (confirmed by mail). Notices and requests shall be, in the case of those by hand delivery, deemed to have been given when delivered to any officer of the party to whom it is addressed, in the case of those by registered or certifiedmail or overnight mail, deemed to have been given three (3) Business Days after the date when deposited in the mail or with the overnight mail carrier, and, in the case of a facsimile transmission, when confirmed. 

Notices shall be provided as follows: 

 
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 If to the Agent or the Lenders:   LV Administrative Services, Inc.  875 Third Avenue, 3rd Floor  New York, New York 10022  Attention: Portfolio Services  Telephone:  (212) 541-5800  Facsimile:    (212) 581-5037 With a copy to: Cole, Schotz, Meisel, Forman & Leonard, P.A.  25 Main Street, Court Plaza North  Hackensack, New Jersey 07601  Attention: Stuart Komrower, Esq. & Marc P. Press, Esq.  Telephone:  (201) 525-6331  Facsimile:    (201) 678-6331 If to Biovest: Biovest International, Inc.  324 South Hyde Park Avenue, Suite 350  Tampa, Florida 33606  Attention: David Moser, Secretary  Telephone:  (813) 864-2554  Facsimile:    (813) 258-6912 With a copy to: Stichter, Riedel, Blain & Prosser, P.A.  110 East Madison Street, Suite 200  Tampa, Florida 33602  Attention: Charles A. Postler, Esq.  Telephone:  (813) 229-0144  Facsimile:    (813) 229-1811              and  Foley & Lardner LLP  100 North Tampa Street, Suite 2700  Tampa, Florida 33602  Attention: Curt P. Creely, Esq.  Telephone:  (813) 229-2300  Facsimile:    (813) 221-4210
or such other address as may be designated in writing hereafter in accordance with this Section 30 by such Person. 

31.      Governing Law, Jurisdiction and Waiver of Jury Trial. 

 (a)      THIS AGREEMENT AND THE ANCILLARY AGREEMENTS SHALL BE GOVERNED BY ANDCONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND PERFORMED IN SUCH STATE, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 

 
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(b)      BIOVEST HEREBY CONSENTS AND AGREESTHAT THE STATE AND/OR FEDERAL COURTS LOCATED IN THE COUNTY OF NEW YORK, STATE OF NEW YORK SHALL HAVE EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN BIOVEST, ON THE ONE HAND, AND ANY CREDITOR PARTY, ON THE OTHER HAND,PERTAINING TO THIS AGREEMENT OR ANY OF THE ANCILLARY AGREEMENTS OR TO ANY MATTER ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF THE ANCILLARY AGREEMENTS; PROVIDED, THAT EACH CREDITOR PARTY AND BIOVEST ACKNOWLEDGE THAT ANY APPEALS FROMTHOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE COUNTY OF NEW YORK, STATE OF NEW YORK; AND FURTHERPROVIDED, THAT NOTHING IN THIS AGREEMENT SHALL BE DEEMED OR OPERATE TO PRECLUDE ANY CREDITOR PARTY FROM BRINGINGSUIT OR TAKING OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO COLLECT THE OBLIGATIONS, TO REALIZE ON THE COLLATERAL OR ANY OTHER SECURITY FOR THE OBLIGATIONS, OR TO ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF ANY CREDITOR PARTY. BIOVESTEXPRESSLY SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR SUIT COMMENCED IN ANY SUCH COURT, AND BIOVEST HEREBY WAIVES ANY OBJECTION THAT IT MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION, IMPROPER VENUE OR FORUM NONCONVENIENS. BIOVEST HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAILADDRESSED TO BIOVEST AT THE ADDRESS SET FORTH IN SECTION 30 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF BIOVEST’S ACTUAL RECEIPT THEREOF OR THREE (3) DAYS AFTER DEPOSIT IN THE U.S. MAILS, PROPER POSTAGE PREPAID.

(c)      THE PARTIES DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYINGSUCH APPLICABLE LAWS. THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL SYSTEM AND/OR OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHTS TO TRIAL BY JURY IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE,WHETHER ARISING IN CONTRACT, TORT, OR OTHERWISE BETWEEN ANY CREDITOR PARTY AND/OR BIOVEST ARISING OUT OF, CONNECTED WITH, RELATED OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED BETWEEN THEM IN CONNECTION WITH THIS AGREEMENT, ANY ANCILLARY AGREEMENTOR THE TRANSACTIONS RELATED HERETO OR THERETO. 

32.      Limitation ofLiability.  Biovest acknowledges and understands that in order to assure repayment of the Obligations hereunder the Creditor Parties may be required to exercise any and all of the Creditor Parties’ rights and remedies hereunderand agrees that, except as limited by applicable law, neither the Creditor Parties nor any of their respective agents shall be liable for acts taken or omissions made in connection herewith or therewith except to the extent such acts or omissionsresult from or constitute bad faith, gross negligence or willful misconduct of the Creditor Parties or any of the Creditor Parties’ agents. 

 
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33.      Entire Understanding; MaximumInterest.  This Agreement and the Ancillary Agreements (together with any provisions of the Confirmed Plan relevant to the subject matter hereof) contain the entire understanding among Biovest, the Lenders and the Agent as to thesubject matter hereof and thereof and any promises, representations, warranties or guarantees not herein contained shall have no force and effect unless in writing, signed by Biovest and the Agent. Neither this Agreement, the Ancillary Agreements,nor any portion or provisions thereof may be changed, modified, amended, waived, supplemented, discharged, cancelled or terminated orally or by any course of dealing, or in any manner other than by an agreement in writing, signed by the party to becharged. Nothing contained in this Agreement, any Ancillary Agreement or in any document referred to herein or delivered in connection herewith shall be deemed to establish or require the payment of a rate of interest or other charges in excess ofthe Maximum Legal Rate. In the event that the rate of interest or dividends required to be paid or other charges hereunder exceed the Maximum Legal Rate, any payments in excess of such Maximum Legal Rate shall be credited against amounts owed byBiovest to the Creditor Parties and thus refunded to Biovest. 

34.      Severability.  Wherever possible, each provision of this Agreement or theAncillary Agreements shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement or the Ancillary Agreements shall be prohibited by or invalid under applicable law such provisionshall be ineffective to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions thereof. 

35.      Survival.  The representations, warranties, covenants and agreements made herein shall survive any investigation made by any Creditor Party and theClosing of the transactions contemplated hereby; provided, however, the representations and warranties that relate solely to a specific date by their express terms shall only be deemed to have been made as of such date and are herebyrepresented and warranted to have been true and correct when made. All statements as to factual matters contained in any certificate or other instrument delivered by or on behalf of Biovest pursuant hereto in connection with the transactionscontemplated hereby shall be deemed to be representations and warranties by Biovest hereunder solely as of the date of such certificate or instrument. All indemnities set forth herein shall survive the execution, delivery and termination of thisAgreement and the Ancillary Agreements and the making and repaying of the Obligations. 

36.      Captions.  All captions are and shall be without substantive meaning or contentof any kind whatsoever. 

37.      Counterparts; Signatures.  This Agreement maybe executed in one or more counterparts, each of which shall constitute an original and all of which taken together shall constitute one and the same agreement. Any signature delivered by a party via facsimile or electronic transmission shall bedeemed to be an original signature hereto. 

38.      Construction.  The partiesacknowledge that each party and its counsel have reviewed this Agreement and that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of thisAgreement or any amendments, schedules or exhibits thereto. 

 
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39.      Publicity.  Biovest herebyauthorizes each Creditor Party to make appropriate announcements of the financial arrangement entered into by and among Biovest and each Creditor Party, including, without limitation, announcements which are commonly known as tombstones, in suchpublications and to such selected parties as the Agent shall in its sole and absolute discretion deem appropriate, or as required by applicable law. 

40.      Joinder.  It is understood and agreed that any Person that desires to become a party hereunder, or is required to execute a counterpart of thisAgreement after the date hereof pursuant to the requirements of this Agreement or any Ancillary Agreement, shall become a party hereunder by (a) executing a Joinder Agreement in form and substance satisfactory to the Agent, (b) deliveringsupplements to such exhibits and annexes to this Agreement and the Ancillary Agreements as the Agent shall reasonably request and (c) taking all actions as specified in this Agreement as would have been taken by such party had it been anoriginal party to this Agreement, in each case with all documents required above to be delivered to the Agent and with all documents and actions required above to be taken to the reasonable satisfaction of the Agent. 

41.      Legends.  The BVTI Term Notes and the Closing Shares shall bear legends asfollows: 

(a)      The BVTI Term Notes shall bear substantially the following legend:

“THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE HAVE NOT BEENREGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THIS NOTE AND THE COMMON STOCK ISSUABLE UPON CONVERSION OF THIS NOTE MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF(A) AN EFFECTIVE REGISTRATION STATEMENT AS TO THIS NOTE OR SUCH COMMON STOCK UNDER SUCH SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS. THIS NOTE IS ISSUED IN REGISTERED FORM.UNLESS THIS NOTE IS PRESENTED BY THE HOLDER (AS DEFINED BELOW) FOR REGISTRATION OF TRANSFER, EXCHANGE, CONVERSION OR PAYMENT, ANY TRANSFER, EXCHANGE OR OTHER USE SHALL BE VOID AND PAYMENT SHALL NOT BE MADE. TRANSFER OF ALL OR ANY PORTION OF THISNOTE IS PERMITTED SUBJECT TO THE PROVISIONS SET FORTH IN THE SECURITY AGREEMENT (AS DEFINED BELOW).” 

(b)      The Closing Shares shall bear a legend which shall be in substantially the following form untilthe Closing Shares are covered by an effective registration statement filed with the SEC: 

 
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“THE SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOTBEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR ANY APPLICABLE STATE SECURITIES LAWS. THESE SHARES MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE ABSENCE OF (A) AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCHSECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS OR (B) AN EXEMPTION FROM SUCH REGISTRATION REQUIREMENTS.” 

42.      Agency.  Each Lender has, pursuant to an Administrative and Collateral Agency Agreement, hereby designated and appointed the Agent as theadministrative and collateral agent of such Lender under this Agreement and the Ancillary Agreements. 

[remainder of pageintentionally left blank] 

 
35 

IN WITNESS WHEREOF, the parties have executed this Agreement as of the datefirst written above. 

 
BIOVEST INTERNATIONAL, INC.By: 
    /s/ DavidMoser
Name: David MoserTitle: SecretaryLV ADMINISTRATIVE SERVICES, INC.By: 
/s/ PatrickRegan
Name: Patrick ReganTitle: Authorized Signatory
PSOURCE STRUCTURED DEBT

LIMITED By: PSource Capital Ltd, Its

InvestmentConsultant
By: 
    /s/ CharlesLews
Name: Charles LewsTitle: Authorized SignatoryVALENS U.S. SPV I, LLCBy: 
Valens Capital Management, LLC,

its investment manager
By: 
/s/ PatrickRegan
Name: Patrick ReganTitle: Authorized SignatoryVALENS OFFSHORE SPV I, LTD.By: 
Valens Capital Management, LLC,

its investment manager
By: 
/s/ PatrickRegan
Name: Patrick ReganTitle: Authorized SignatoryVALENS OFFSHORE SPV II, CORP.By: 
Valens Capital Management, LLC,

its investment manager
By: 
/s/ PatrickRegan
Name: Patrick ReganTitle: Authorized Signatory
 
36 

LAURUS MASTER FUND LTD.(In Liquidation)By: 
    /s/ RussellSmith
Name: Russell SmithTitle: 
Joint Official Liquidator (with no

personal liability)
ERATO CORP.By: By: 
/s/ PatrickRegan
Name: Patrick ReganTitle: Authorized Signatory
 
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Annex A - Definitions 

“Accentia” means Accentia Biopharmaceuticals, Inc., a Florida corporation, and its successors andassigns. 

“Accentia Companies” means Accentia and its subsidiaries, other than Biovest,Biovax, Inc., AutovaxID, Inc., Biolender, LLC and Biolender II, LLC. 

“Accentia LimitedGuaranty” means the Limited Guaranty, dated the Closing Date, from Accentia in favor of the Agent, as it may be amended, modified or supplemented. 

“Accentia Pledge Agreement” means the Stock Pledge Agreement, dated the Closing Date, by and between Accentia and the Agent with respect to the pledge in favor of the Agent of certain ofthe shares of Biovest Common Stock held by Accentia, as it may be amended, modified or supplemented. 

“Accentia Royalty Termination Agreement” means the Royalty Termination Agreement, dated the ClosingDate, by and between Biovest and Accentia, and acknowledged by certain of the Prepetition Lenders and the Agent, providing for the termination of any and all rights granted to Accentia, prior to the Petition Date, to receive royalties from theBiovest Biologic Products. 

“Accentia Security Agreement” means the Term Loan and SecurityAgreement, dated the Closing Date, by and among the Agent, the lenders party thereto and Accentia, as it may be amended, modified or supplemented. 

“Accentia Subordination Agreement” means the Subordination Agreement, dated the Closing Date, by and between the Agent and Accentia, as it may be amended, modified or supplemented.

“Accentia Term Notes” means the Secured Term Notes of Accentia, dated the Closing Date, inan aggregate principal amount of $8,800,000 issued to the lenders party to the Accentia Security Agreement. 

“Account Debtor” means any Person who is or may be obligated with respect to, or on account of, anAccount. 

“Accountants” has the meaning given to such term in Section 11(a). 

“Accounts” means all “accounts,” as such term is defined in the UCC, now owned or hereafteracquired by any Person, including: (a) all accounts receivable, other receivables, book debts and other forms of obligations (other than forms of obligations evidenced by Chattel Paper or Instruments) (including any such obligations that may becharacterized as an account or contract right under the UCC); (b) all of such Person’s rights in, to and under all purchase orders or receipts for goods or services; (c) all of such Person’s rights to any Goods represented by anyof the foregoing (including unpaid sellers’ rights of rescission, replevin, reclamation and stoppage in transit and rights to returned, reclaimed or repossessed goods); (d) all rights to payment due to such Person for Goods or otherproperty sold, leased, licensed, assigned or otherwise disposed of, for a policy of insurance issued or to be issued, for a secondary obligation 

 
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incurred or to be incurred, for energy provided or to be provided, for the use or hire of a vessel under a charter or other contract, arising out of the use of a credit card or charge card, orfor services rendered or to be rendered by such Person or in connection with any other transaction (whether or not yet earned by performance on the part of such Person); and (e) all collateral security of any kind given by any Account Debtor orany other Person with respect to any of the foregoing. 

“Administrative and Collateral AgencyAgreement” means the Administrative and Collateral Agency Agreement among the Agent, the Lenders and such other parties thereto from time to time, as amended, modified, supplemented and restated from time to time. 

“Affiliate” means, with respect to any Person, (a) any other Person (other than a Subsidiary)which, directly or indirectly, is in control of, is controlled by, or is under common control with such Person, (b) any other Person that, directly or indirectly, owns or controls, whether beneficially, or as trustee, guardian or otherfiduciary, twenty-five percent (25.0%) or more of the Equity Interests having ordinary voting power in the election of directors of such Person, (c) any other Person who is a director, officer, joint venturer or partner (i) of suchPerson, (ii) of any Subsidiary of such Person or (iii) of any Person described in clause (a) above or (d) in the case of Biovest, the immediate family members, spouses and lineal descendants of individuals who are Affiliates ofBiovest. For the purposes of this definition, control of a Person shall mean the power (direct or indirect) to direct or cause the direction of the management and policies of such Person whether by contract or otherwise; providedhowever, that the term “Affiliate” shall specifically exclude any Creditor Party. 

“Agent” has the meaning given such term in the preamble. 

“Agreement” has the meaning given such term in the preamble. 

“Analytica” means Analytica International, Inc., a Florida corporation, and its successors and assigns.

“Analytica Guaranty” means the Guaranty, dated the Closing Date, from Analytica in favor ofthe Agent, as it may be amended, modified or supplemented. 

“Analytica Security Agreement”means the Security Agreement, dated the Closing Date, from Analytica in favor of the Agent, as it may be amended, modified or supplemented. 

“Ancillary Agreements” means the BVTI Term Notes, the Accentia Limited Guaranty, the Security Documents, the Closing Shares Lock-Up Agreement, and all other agreements, instruments,documents, mortgages, pledges, powers of attorney, consents, assignments, contracts, notices, security agreements, trust agreements and guarantees whether heretofore or concurrently executed by or on behalf of Biovest, any of its Affiliates or anyother Person or delivered to any of the Creditor Parties, relating to this Agreement or to the transactions contemplated by this Agreement, as each of the same may be amended, supplemented, restated or otherwise modified from time to time.

“Assignment Agreement” has the meaning given such term in Section 24(a). 

 
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“AutovaxID Royalty TerminationAgreement” means the Termination Agreement, dated the Closing Date, by and between Biovest, on the one hand, and the Prepetition Lenders and the Agent, on the other hand, providing for the termination of any and all rights of thePrepetition Lenders and the Agent to receive royalties for the sale of the automated cell and biologic production instrument known as AutovaxIDTM manufactured by Biovest, as it may be amended, modified or supplemented. 

“Bankruptcy Cases” has the meaning given such term in the Background. 

“Bankruptcy Code” has the meaning given such term in the Background. 

“Bankruptcy Court” has the meaning given such term in the Background. 

“BiovaxID®” means the patient-specific anti-cancer vaccine being developed by Biovest that isfocused primarily on treating follicular non-Hodgkins lymphoma. 

“Biovest” has the meaninggiven such term in the preamble. 

“Biovest Amendments to Organizational Documents” means theamendments to, or the amendments and restatements of, Biovest’s Certificate of Incorporation and Bylaws, including with respect to the right of the Agent to appoint under certain circumstances one-third (1/3) of the members of the Board ofDirectors of Biovest. 

“Biovest Bankruptcy Cases” means, collectively, the jointlyadministered cases previously pending before the Bankruptcy Court under Chapter 11 of the Bankruptcy Code, which cases were commenced by Biovest, Biovax, Inc., AutovaxID, Inc., Biolender, LLC and Biolender II, LLC on the Petition Date, bearing CaseNos. 8:08-bk-17796-KRM (Biovest International, Inc.), 8:08-bk-17803-KRM (Biovax, Inc.), 8:08-bk-17804-KRM (AutovaxID, Inc.), 8:08-bk-17805-KRM (Biolender, LLC), and 8:08-bk-17806-KRM (Biolender II, LLC). Pursuant to the Confirmation Order, theBiovest Bankruptcy Cases have been substantively consolidated under Case No. 8:08-bk-17796-KRM. 

“Biovest Biologic Products” means all biopharmaceutical products, including but not limited tomonoclonal antibodies, peptides, infectious disease and cancer vaccines, including but not limited to BiovaxID®, autologous cancer vaccines such as for non-Hodgkins lymphoma and renal cell carcinoma, cell-based therapies, stem cells, cytokines,and viruses produced by mouse-human heterohybridoma cell culture techniques, which are currently owned, licensed or being developed by Biovest or its Affiliates or which may be subsequently acquired or developed by Biovest or its Affiliates duringthe term of the Biovest Contingent Payment Agreement. Notwithstanding the foregoing, Biovest Biologic Products shall not include (i) any vaccines for respiratory viruses, such as influenza, (ii) any biopharmaceutical products producedunder contract for third parties, (iii) any biopharmaceutical products being developed by Biovest or its Affiliates for third parties or (iv) any products owned, licensed, or developed by the Accentia Companies; provided that in the casesof clauses (i), (ii) and (iii), no such vaccine for a respiratory virus or biopharmaceutical product shall be based upon or related to the BiovaxID vaccine, Biovest’s Intellectual Property (as of the date hereof) or shall be based on anautologous production process or shall be produced using mouse-human heterohybridoma cell culture techniques. 

 
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“Biovest Common Stock” means the common stock, par value$.01 per share, of Biovest. 

“Biovest Contingent Payment Agreement” means the ContingentPayment Agreements, dated the Closing Date, by and between Biovest and Erato Corp., Valens Offshore SPV I, Ltd., Valens Offshore SPV II, Corp., Valens U.S. SPV I, LLC, and PSource Structured Debt Limited, as each agreement may be amended, modifiedor supplemented. 

“Biovest Royalty” has the meaning given such term in the Background.

“Biovest Warrants” has the meaning given such term in the Background. 

“Books and Records” means all books, records, board minutes, contracts, licenses, insurance policies,environmental audits, business plans, files, computer files, computer discs and other data and software storage and media devices, accounting books and records, financial statements (actual and pro forma), filings with Governmental Authorities andany and all records and instruments relating to the Collateral or otherwise necessary or helpful in the collection thereof or the realization thereupon. 

“Business Day” means a day that is not a Saturday, a Sunday or other day on which banks are required or permitted to be closed in the State of New York. 

“BVTI Term Loans” means, collectively, Indebtedness of Biovest evidenced by the BVTI Term Notes and allother extensions of credit to Biovest under this Agreement and under any Ancillary Agreement. 

“BVTITerm Notes” has the meaning given such term in Section 2(a)(i). 

“CapitalLease” means, with respect to any Person, any lease of, or other arrangement conveying the right to use, any property (whether real, personal or mixed) by such Person as lessee that has been or should be accounted for as a capital lease ona balance sheet of such Person prepared in accordance with GAAP. 

“Capitalized LeaseObligations” means, at any time, with respect to any Capital Lease, any lease entered into as part of any sale/leaseback transaction of any Person or any synthetic lease, the amount of all obligations of such Person that is (or that wouldbe, if such synthetic lease or other lease were accounted for as a Capital Lease) capitalized on a balance sheet of such Person prepared in accordance with GAAP. 

“Charter” means the Certificate of Incorporation of Biovest as it may be amended or amended andrestated. 

“Chattel Paper” means all “chattel paper,” as such term is defined inthe UCC, including electronic chattel paper, now owned or hereafter acquired by any Person. 

“Closing” has the meaning given such term in Section 14(a). 

“Closing Date” has the meaning given such term in Section 14(a). 

 
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“Closing Shares” means the shares ofBiovest Common Stock to be issued to the Lenders at the Closing as provided in Section 2(b). 

“Closing Shares Lock-Up Agreement” means the Closing Shares Lock-Up Agreement, dated the Closing Date,by and among Biovest and the Lenders with respect to limitations on a Lender’s sale of any of the Closing Shares, as it may be amended, modified or supplemented. 

“Code” has the meaning given such term in Section 16(h). 

“Collateral” means all of Biovest’s property and assets, whether real or personal, tangible orintangible, and whether now owned or hereafter acquired, or in which it now has or at any time in the future may acquire any right, title or interests including all of the following property in which it now has or at any time in the future mayacquire any right, title or interest: 

 
 (a)all Inventory; 
 
 (b)all Equipment; 
 
 (c)all Fixtures; 
 
 (d)all Goods; 
 
 (e)all General Intangibles; 
 
 (f)all Accounts; 
 
 (g)all Deposit Accounts, other bank accounts and all funds on deposit therein; 
 
 (h)all Investment Property; 
 
 (i)all Equity Interests; 
 
 (j)all Chattel Paper; 
 
 (k)all Letter-of-Credit Rights; 
 
 (l)all Instruments; 
 
 (m)all Commercial Tort Claims; 
 
 (n)all Books and Records; 
 
 (o)all Intellectual Property; 
 
 (p)all Documents; 
(q)       all Supporting Obligations including letters of credit and guarantees issuedin support of Accounts, Chattel Paper, General Intangibles and Investment Property; 

 
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(r)      (i)      all money, cash and cash equivalents and(ii) all cash held as cash collateral and all other cash or property at any time on deposit with or held by the Agent for the account of Biovest (whether for safekeeping, custody, pledge, transmission or otherwise); and 

(s)      all products and Proceeds of all or any of the foregoing, tort claims and allclaims and other rights to payment including (i) insurance claims against third parties for loss of, damage to, or destruction of, the foregoing Collateral and (ii) payments due or to become due under leases, licenses, rentals and hires ofany or all of the foregoing and Proceeds payable under, or unearned premiums with respect to, policies of insurance in whatever form. 

“Commercial Tort Claims” means all “commercial tort claims,” as such term is defined in the UCC, now owned or hereafter acquired by any Person. 

“Compromise Order” means the Order Granting Debtors’ Motion for Approval of Settlement Between theDebtors and Laurus Master Fund, Ltd. (in Liquidation) and its Affiliates and Assignees, Pursuant to 11 U.S.C. § 105(a) and Rule 9019(a) of the Federal Rules of Bankruptcy Procedure dated June 8, 2010, entered in the Bankruptcy Cases, assuch order may be amended, modified or supplemented. 

“Confirmation Order” means the OrderConfirming First Amended Joint Plan of Reorganization of Biovest International, Inc. Biovax, Inc., AutovaxID, Inc., Biolender, LLC and Biolender II, LLC under Chapter 11 of Title 11, United States Code Dated as of August 16, 2010, as Modified,Pursuant to 11 U.S.C. § 1129 dated November 2, 2010, entered in the Bankruptcy Cases, as such order may be amended, modified or supplemented. 

“Confirmed Plan” means the Joint Plan as confirmed by the Confirmation Order. 

“Contract Rate” has the meaning given such term in the BVTI Term Notes. 

“Contractual Obligation” means, with respect to any Person, any provision of any indenture, mortgage, deed of trust, contract, undertaking, agreement or other instrument to which suchPerson is a party or by which it or any of its property is bound or to which any of its property is subject. 

“Conversion Shares” means any shares of Biovest Common Stock issued upon conversion in whole or in partof the BVTI Term Notes. 

“Creditor Parties” has the meaning given such term in the preamble.

“Default” means any act or event which, with the giving of notice or passage of time orboth, would constitute an Event of Default. 

“Deposit Accounts” means all “depositaccounts,” as such term is defined in the UCC, now or hereafter held in the name of any Person. 

“Disclosure Controls” has the meaning given such term in Section 12(f)(i). 

 
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“Documents” means all “documents,” as such termis defined in the UCC, now owned or hereafter acquired by any Person, wherever located, including all bills of lading, dock warrants, dock receipts, warehouse receipts, and other documents of title, whether negotiable or non-negotiable. 

“Effective Date” means the Effective Date as defined in the Confirmed Plan. 

“Equipment” means all “equipment,” as such term is defined in the UCC, now owned or hereafteracquired by any Person, wherever located, including any and all machinery, apparatus, equipment, fittings, furniture, Fixtures, motor vehicles and other tangible personal property (other than Inventory) of every kind and description that may be nowor hereafter used in such Person’s operations or that are owned by such Person or in which such Person may have an interest, and all parts, accessories and accessions thereto and substitutions and replacements therefor. 

“Equity Interests” shall mean, with respect to any Person, any and all shares, rights to purchase,options, warrants, general, limited or limited liability partnership interests, member interests, units, participations or other equivalents of or interest in (regardless of how designated) equity of such Person, whether voting or nonvoting,including common stock, preferred stock, convertible securities or any other “equity security” (as such term is defined in Rule 3a11-1 of the General Rules and Regulations promulgated by the SEC (or any successor thereto) under theExchange Act). 

“Event of Default” means the occurrence of any of the events set forth inSection 20. 

“Exchange Act” means the Securities Exchange Act of 1934, as amended.

“Exchange Act Filings” means Biovest’s filings under the Exchange Act made prior to thedate of this Agreement. 

“Excluded Taxes” means, with respect to any Creditor Party, taxesimposed on or measured by its overall net income and franchise taxes imposed on it in lieu of net income taxes, by the jurisdiction (or any political subdivision thereof) under the laws of which such Creditor Party is incorporated or organized or bythe jurisdiction (or any political subdivision thereof) in which the principal place of management or applicable lending office of such Creditor Party is located. 

“Exit Lender” means Corps Real, LLC, an Illinois limited liability company. 

“Exit Lender Credit Facility” means the debtor in possession financing facility between Biovest and theExit Lender as approved by orders of the Bankruptcy Court, pursuant to which the Exit Lender has made, and may continue to make, extensions of credit available to Biovest in the maximum amount of $3,000,000. 

“Exit Lender Subordination Agreement” means the Subordination Agreement, dated the Closing Date, by andbetween the Agent and the Exit Lender, as it may be amended, modified or supplemented. 

 
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“Final Order” means (a) an order, judgment, ruling orother decree (or any revision, modification or amendment thereto) issued and entered by the Bankruptcy Court or by any state or other federal court as may have jurisdiction over any proceeding in connection with the Bankruptcy Cases for the purposeof such proceeding, which order, judgment, ruling or other decree has not been reversed, vacated, stayed, modified or amended and as to which (i) no appeal, petition for review, reargument, rehearing, reconsideration or certiorari has beentaken and is pending and the time for the filing of such appeal, petition for review, reargument, rehearing, reconsideration or certiorari has expired, or (ii) such appeal or petition has been heard and dismissed or resolved and the time tofurther appeal or petition has expired with no further appeal or petition pending; or (b) a stipulation or other agreement entered into which has the effect of any such aforesaid order, judgment, ruling or other decree with like finality.

“Financial Reporting Controls” has the meaning given such term in Section 12(f)(ii).

“FINRA” has the meaning given such term in Section 13(b). 

“Fixtures” means all “fixtures,” as such term is defined in the UCC, now owned or hereafteracquired by any Person. 

“GAAP” means generally accepted accounting principles in effect fromtime to time in the United States of America. 

“General Intangibles” means all “generalintangibles,” as such term is defined in the UCC, now owned or hereafter acquired by any Person and in any event shall include all right, title and interest that such Person may now or hereafter have in or under any contract, all PaymentIntangibles, customer lists, Intellectual Property, interests in partnerships, joint ventures and other business associations, permits, proprietary or confidential information, inventions (whether or not patented or patentable), technicalinformation, procedures, designs, knowledge, know-how, Software, data bases, data, skill, expertise, experience, processes, models, drawings, materials, Books and Records, Goodwill (including the Goodwill associated with any Intellectual Property),all rights and claims in or under insurance policies (including insurance for fire, damage, loss, and casualty, whether covering personal property, real property, tangible rights or intangible rights, all liability, life, key-person, and businessinterruption insurance, and all unearned premiums), uncertificated securities, choses in action, deposit accounts, rights to receive tax refunds and other payments, rights to receive dividends, distributions, cash, Instruments and other property inrespect of or in exchange for pledged Equity Interests and Investment Property, and rights of indemnification. 

“Goods” means all “goods,” as such term is defined in the UCC, now owned or hereafter acquiredby any Person, wherever located, including embedded software to the extent included in “goods” as defined in the UCC, manufactured homes, fixtures, standing timber that is cut and removed for sale and unborn young of animals. 

“Goodwill” means all goodwill, trade secrets, proprietary or confidential information, technicalinformation, procedures, formulae, quality control standards, designs, operating and training manuals, customer lists, and distribution agreements now owned or hereafter acquired by any Person. 

 
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“Governmental Authority” means any nation or government,any state or other political subdivision thereof, and any agency, department or other entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government. 

“Guaranty Obligation” means, as applied to any Person, any direct or indirect liability, contingent orotherwise, of such Person for any Indebtedness, lease, dividend or other obligation (the “primary obligation”) of another Person (the “primary obligor”), if the purpose or intent of such Person in incurring such liability, or theeconomic effect thereof, is to guarantee such primary obligation or provide support, assurance or comfort to the holder of such primary obligation or to protect or indemnify such holder against loss with respect to such primary obligation, including(a) the direct or indirect guaranty, endorsement (other than for collection or deposit in the ordinary course of business), co-making, discounting with recourse or sale with recourse by such Person of any primary obligation, (b) theincurrence of reimbursement obligations with respect to any letter of credit or bank guarantee in support of any primary obligation, (c) the existence of any Lien, or any right, contingent or otherwise, to receive a Lien, on the property ofsuch Person securing any part of any primary obligation and (d) any liability of such Person for a primary obligation through any Contractual Obligation (contingent or otherwise) or other arrangement (i) to purchase, repurchase orotherwise acquire such primary obligation or any security therefor or to provide funds for the payment or discharge of such primary obligation (whether in the form of a loan, advance, stock purchase, capital contribution or otherwise), (ii) tomaintain the solvency, working capital, equity capital or any balance sheet item, level of income or cash flow, liquidity or financial condition of any primary obligor, (iii) to make take-or-pay or similar payments, if required, regardless ofnon-performance by any other party to any Contractual Obligation, (iv) to purchase, sell or lease (as lessor or lessee) any property, or to purchase or sell services, primarily for the purpose of enabling the primary obligor to satisfy suchprimary obligation or to protect the holder of such primary obligation against loss or (v) to supply funds to or in any other manner invest in, such primary obligor (including to pay for property or services irrespective of whether suchproperty is received or such services are rendered); provided, however, that “Guaranty Obligations” shall not include (x) endorsements for collection or deposit in the ordinary course of business and (y) product warranties givenin the ordinary course of business. The outstanding amount of any Guaranty Obligation shall equal the outstanding amount of the primary obligation so guaranteed or otherwise supported or, if lower, the stated maximum amount for which such Person maybe liable under such Guaranty Obligation. 

“Hedging Agreement” means any Interest RateContract, foreign exchange, swap, option or forward contract, spot, cap, floor or collar transaction, any other derivative instrument and any other similar speculative transaction and any other similar agreement or arrangement designed to alter therisks of any Person arising from fluctuations in any underlying variable. 

“Indebtedness” ofany Person means, without duplication, any of the following, whether or not matured: (a) all indebtedness for borrowed money (including, without limitation, all principal, interest, fees and charges relating thereto), (b) all obligationsevidenced by notes, bonds, debentures or similar instruments, (c) all reimbursement and all obligations with respect to (i) letters of credit, bank guarantees or bankers’ acceptances or (ii) surety, customs, reclamation orperformance bonds (in each case not related to judgments or litigation) other than those entered into in the ordinary course of business, (d) all obligations to pay the deferred 

 
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purchase price of property or services, other than trade payables incurred in the ordinary course of business, (e) all obligations created or arising under any conditional sale or othertitle retention agreement, regardless of whether the rights and remedies of the seller or lender under such agreement in the event of default are limited to repossession or sale of such property, (f) all Capitalized Lease Obligations,(g) all payments that would be required to be made in respect of any Hedging Agreement in the event of a termination (including an early termination) on the date of termination and (h) all Guaranty Obligations for obligations of any otherPerson constituting Indebtedness of such other Person; provided, however, that the items in each of clauses (a) through (h) above shall constitute “Indebtedness” of such Person solely to the extent, directly or indirectly,(x) such Person is liable for any part of any such item, (y) any such item is secured by a Lien on such Person’s property or (z) any other Person has a right, contingent or otherwise, to cause such Person to become liable for anypart of any such item or to grant such a Lien. 

“Indemnified Person” has the meaning givensuch term in Section 27. 

“Instruments” means all “instruments,” as such termis defined in the UCC, now owned or hereafter acquired by any Person, wherever located, including all certificated securities and all promissory notes and other evidences of indebtedness, other than instruments that constitute, or are a part of agroup of writings that constitute, Chattel Paper. 

“Intellectual Property” means any and allof the following, throughout the world: patents, trademarks, trade names, corporate names, fictitious business names, internet domain names, trade styles, service marks, logos, and other source of business identifiers and the goodwill symbolized byand connected with the use thereof; copyrights, mask works, designs, inventions, trade secrets, information, databases, rights of publicity, software, and any other proprietary rights and processes; any licenses to use any of the foregoing owned bya third party; registrations, applications and recordings pertaining to any of the foregoing; and rights to sue for past, present and future infringement, dilution, misappropriation, or other violation of any of the foregoing. 

“Intellectual Property Security Agreement” means the Grant of Security Interest in IntellectualProperty, dated the Closing Date, from Biovest and Analytica in favor of the Agent, as each such agreement may be amended, modified or supplemented. 

“Interest Rate Contracts” means all interest rate swap agreements, interest rate cap agreements, interest rate collar agreements and interest rate insurance. 

“Inventory” means all “inventory,” as such term is defined in the UCC, now owned or hereafteracquired by any Person, wherever located, including all inventory, merchandise, goods and other personal property that are held by or on behalf of such Person for sale or lease or are furnished or are to be furnished under a contract of service orthat constitute raw materials, work in process, finished goods, returned goods, or materials or supplies of any kind, nature or description used or consumed or to be used or consumed in such Person’s business or in the processing, production,packaging, promotion, delivery or shipping of the same, including all supplies and embedded software. 

 
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“Investment Property” means all “investmentproperty,” as such term is defined in the UCC, now owned or hereafter acquired by any Person, wherever located. 

“Investor DIP Lenders” means Empery Asset Master, Ltd., Hartz Capital Investments, LLC, and the other parties listed on the Schedule of Buyers attached to the Securities PurchaseAgreement. 

“Joint Plan” means the First Amended Joint Plan of Reorganization of BiovestInternational, Inc., Biovax, Inc., AutovaxID, Inc., Biolender, LLC, and Biolender II, LLC under Chapter 11 of Title 11, United States Code dated as of August 16, 2010, as modified by the First Modification to First Amended Joint Plan ofReorganization of Biovest International, Inc., Biovax, Inc., AutovaxID, Inc., Biolender, LLC, and Biolender II, LLC under Chapter 11 of Title 11, United States Code dated as of October 25, 2010, and all exhibits thereto, as the same may befurther amended, supplemented, modified or amended and restated from time to time in accordance with the provisions of the Joint Plan and the Bankruptcy Code. 

“Lenders” has the meaning given such term in the preamble. 

“Letter-of-Credit Rights” means “letter-of-credit rights,” as such term is defined in the UCC, now owned or hereafter acquired by any Person, including rights to payment orperformance under a letter of credit, whether or not such Person, as beneficiary, has demanded or is entitled to demand payment or performance. 

“Lien” means any mortgage, security deed, deed of trust, pledge, hypothecation, assignment, security interest, lien (whether statutory or otherwise), charge, claim or encumbrance, orpreference, priority or other security agreement or preferential arrangement held or asserted in respect of any asset of any kind or nature whatsoever including any conditional sale or other title retention agreement, any lease having substantiallythe same economic effect as any of the foregoing, and the filing of, or agreement to give, any financing statement under the UCC or comparable law of any jurisdiction. 

“Material Adverse Effect” means a material adverse effect on (a) the business, assets, liabilities,condition (financial or otherwise), properties, operations or prospects of Biovest (taken individually and as a whole), (b) Biovest’s ability to pay or perform the Obligations in accordance with the terms hereof or any Ancillary Agreement,(c) the value of the Collateral, the Agent’s Liens on the Collateral or the priority of any such Liens, or (d) the practical realization of the benefits of the Creditor Parties’ rights and remedies under this Agreement and theAncillary Agreements. 

“Maximum Legal Rate” has the meaning given to such term inSection 5(a)(ii). 

“Net Short Position” has the meaning given to such term inSection 16(i). 

“Non-Excluded Taxes” means all Taxes other than (i) Excluded Taxesand (ii) Other Taxes. 

“Non-U.S. Lender” has the meaning given to such term inSection 5(a)(vii). 

 
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“Obligations” means all advances, debts, liabilities,obligations, covenants and duties owing by Biovest to any Creditor Party (or any corporation that directly or indirectly controls or is controlled by or is under common control with any of them) of every kind and description arising from or relatingto the BVTI Term Loans, this Agreement, and any Ancillary Agreement (whether or not evidenced by any note or other instrument and whether or not for the payment of money or the performance or non-performance of any act), direct or indirect, absoluteor contingent, due or to become due, contractual or tortious, liquidated or unliquidated, whether existing by operation of law or otherwise, now existing or hereafter arising including any debt, liability or obligation owing from Biovest to otherswhich any Creditor Party may have obtained by assignment or otherwise and further including all interest (including interest accruing at the then applicable rate provided in this Agreement after the maturity of the BVTI Term Loans and interestaccruing at the then applicable rate provided in this Agreement after the filing of any petition in bankruptcy, or the commencement of any insolvency, reorganization or like proceeding, whether or not a claim for post-filing or post-petitioninterest is allowed or allowable in such proceeding), charges or any other payments that Biovest is required to make by law or otherwise arising under or as a result of this Agreement or the Ancillary Agreements, together with all reasonableexpenses and reasonable attorneys’ fees chargeable to Biovest’s accounts or incurred by any Creditor Party in connection therewith. 

“Other Taxes” means any and all present or future stamp or documentary taxes or any other excise or property taxes, charges or similar levies arising from any payment made hereunder orfrom the execution, delivery or enforcement of, or otherwise with respect to, this Agreement or any Ancillary Agreement. 

“Payment Intangibles” means all “payment intangibles,” as such term is defined in the UCC, now owned or hereafter acquired by any Person, including a General Intangible underwhich the Account Debtor’s principal obligation is a monetary obligation. 

“PermittedLiens” means (a) Liens securing the Indebtedness of Biovest to the Exit Lender pursuant to the Exit Lender Credit Facility; (b) Liens of carriers, warehousemen, artisans, bailees, mechanics and materialmen incurred in the ordinarycourse of business securing sums not overdue; (c) Liens incurred in the ordinary course of business in connection with worker’s compensation, unemployment insurance or other forms of governmental insurance or benefits, relating toemployees, securing sums (i) not overdue or (ii) being diligently contested in good faith provided that adequate reserves with respect thereto are maintained on the books of Biovest, in conformity with GAAP; (d) licenses ofIntellectual Property granted by Biovest prior to the date hereof, and licenses of Intellectual Property granted in the ordinary course of business consistent with past practices or consistent with Biovest’s business plan or strategy;(e) Liens in favor of the Agent or the other Creditor Parties; (f) Liens for Taxes (i) not yet due or (ii) being diligently contested in good faith by appropriate proceedings, provided that adequate reserves with respect theretoare maintained on the books of Biovest, in conformity with GAAP; and which have no effect on the priority of the Liens in favor of the Agent or the other Creditor Parties or the value of the Collateral in which the Agent and each other CreditorParty has a Lien; (g) Purchase Money Liens securing Purchase Money Indebtedness to the extent not prohibited by this Agreement; (h) Liens contemplated by the Confirmed Plan; (i) Liens granted by orders of the Bankruptcy Court enteredin the Bankruptcy Cases; and (j) Liens granted to (x) the landlord of Biovest’s Minnesota facility over assets and leasehold improvements at such facility in 

 
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consideration of leasehold improvements made by such landlord, and (y) the City of Coon Rapids, Minnesota over the same assets and leasehold improvements in exchange for a loan by such cityto Biovest. 

“Person” means any individual, sole proprietorship, partnership, limitedliability partnership, joint venture, trust, unincorporated organization, association, corporation, limited liability company, institution, public benefit corporation, entity or government (whether federal, state, county, city, municipal orotherwise, including any instrumentality, division, agency, body or department thereof), and shall include such Person’s successors and assigns. 

“Petition Date” has the meaning given such term in the Background. 

“Prepetition Debt” has the meaning given such term in the Background. 

“Prepetition Lenders” has the meaning given such term in the Background. 

“Principal Market” means any of the following markets or exchanges on which the Accentia Common Stock is listed or quoted for trading on the date in question: the New York Stock Exchange,the NYSE AMEX, the NASDAQ Capital Market, the NASDAQ Global Market, the NASDAQ Global Select Market, the OTCQB Marketplace, or the OTC Bulletin Board (or any successors to any of the foregoing). 

“Proceeds” means “proceeds,” as such term is defined in the UCC and, in any event, shallinclude: (a) any and all proceeds of any insurance, indemnity, warranty or guaranty payable to Biovest or any other Person from time to time with respect to any Collateral; (b) any and all payments (in any form whatsoever) made or due andpayable to Biovest from time to time in connection with any requisition, confiscation, condemnation, seizure or forfeiture of any Collateral by any governmental body, Governmental Authority, bureau or agency (or any person acting under color ofGovernmental Authority); (c) any claim of Biovest against third parties (i) for past, present or future infringement of any Intellectual Property or (ii) for past, present or future infringement or dilution of any trademark ortrademark license or for injury to the goodwill associated with any trademark, trademark registration or trademark licensed under any trademark license; (d) any recoveries by Biovest against third parties with respect to any litigation ordispute concerning any Collateral, including claims arising out of the loss or nonconformity of, interference with the use of, defects in, or infringement of rights in, or damage to, Collateral; (e) all amounts collected on, or distributed onaccount of, other Collateral, including dividends, interest, distributions and Instruments with respect to Investment Property and pledged Equity Interests; (f) any and all other amounts, rights to payment or other property acquired upon thesale, lease, license, exchange or other disposition of Collateral and all rights arising out of Collateral; and (g) proceeds of any purchase order. 

“Purchase Money Indebtedness” means (a) any indebtedness incurred for the payment of all or any part of the purchase price of any fixed asset, including indebtedness undercapitalized leases, (b) any indebtedness incurred for the sole purpose of financing or refinancing all or any part of the purchase price of any fixed asset, and (c) any renewals, extensions or refinancings thereof (but not any increases inthe principal amounts thereof outstanding at that time). 

 
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“Purchase Money Lien” means any Lien upon any fixed assetsthat secures the Purchase Money Indebtedness related thereto but only if such Lien shall at all times be confined solely to the asset the purchase price of which was financed or refinanced through the incurrence of the Purchase Money Indebtednesssecured by such Lien and only if such Lien secures only such Purchase Money Indebtedness. 

“Register” has the meaning given such term in Section 24(b). 

“Royalty Assignment Termination Agreement” means the Royalty Assignment Termination Agreement, dated theClosing Date, by and between Accentia and certain of the Prepetition Lenders and their assignees terminating the assignment by Accentia to such parties of the right to receive royalties for the sale of the Biovest Biologic Products. 

“Royalty Termination Agreements” means the Royalty Termination Agreements, dated the Closing Date, byand between Biovest, on the one hand, and certain of the Prepetition Lenders and the Agent, on the other hand, providing for the termination of any and all rights granted to the Prepetition Lenders and the Agent, prior to the Petition Date, toreceive royalties from the Biovest Biologic Products. 

“SEC” means the Securities andExchange Commission. 

“Securities Act” means the Securities Act of 1933, as amended.

“Securities Purchase Agreement” means the Securities Purchase Agreement dated as ofOctober 19, 2010, by and among Biovest and the Investor DIP Lenders. 

“SecurityDocuments” means all security agreements, mortgages, cash collateral deposit letters, pledges and other agreements which are executed in connection with this Agreement by Biovest or any of its Affiliates in favor of the Agent for theratable benefit of the Creditor Parties. 

“Software” means all “software,” as suchterm is defined in the UCC, now owned or hereafter acquired by any Person, including all computer programs and all supporting information provided in connection with a transaction related to any program. 

“Stock Acquisition Limitation” has the meaning given such term in Section 16(h). 

“Subsidiary” means, with respect to any Person, (a) any other Person whose shares of stock or otherownership interests having ordinary voting power (other than stock or other ownership interests having such power only by reason of the happening of a contingency) to elect a majority of the directors or other governing body of such other Person,are owned, directly or indirectly, by such Person or (b) any other Person in which such Person owns, directly or indirectly, more than fifty percent (50%) of the Equity Interests at such time. 

“Supporting Obligations” means all “supporting obligations,” as such term is defined in theUCC. 

 
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“Taxes” means any and all present or future taxes, duties,levies, imposts, deductions, assessments, fees, withholdings or similar charges, and all liabilities with respect thereto. 

“Term A Notes” has the meaning given such term in Section 2(a)(i). 

“Term B Notes” has the meaning given such term in Section 2(a)(i). 

“Termination Date” has the meaning given such term in Section 14(d)(i). 

“UCC” means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of New York; provided, that in the event that, by reason of mandatory provisions oflaw, any or all of the perfection or priority of, or remedies with respect to, the Agent’s Lien on any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than the State of New York, the term“UCC” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions of this Agreement relating to such perfection, priority or remedies and for purposes of definitions related to suchprovisions; provided further, that to the extent that the UCC is used to define any term herein or in any Ancillary Agreement and such term is defined differently in different Articles or Divisions of the UCC, the definition of such term containedin Article 9 or Division 9 shall govern. 

“Warrant Termination Agreements” means the WarrantTermination Agreements, dated the Closing Date, by and between Biovest and Accentia, on the one hand, and certain of the Prepetition Lenders, on the other hand, terminating the Biovest Warrants. 

 
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**INDEX TO EXHIBITS**

Exhibit A – Biovest Warrants 

Exhibit B – BVTI Term Notes 

Exhibit C – Accentia Limited Guaranty 

Exhibit D – Accentia Subordination Agreement 

Exhibit E – Exit LenderSubordination Agreement 

Exhibit F – Accentia Pledge Agreement 

Exhibit G – Analytica Security Agreement 

Exhibit H – Analytica Guaranty

Exhibit I – Closing Shares Lock-Up Agreement 

Exhibit J – Biovest Contingent Payment Agreement 

Exhibit K –Intellectual Property Security Agreements 

Exhibit L – Biovest Amendments to Organizational Documents 

Exhibit M – Royalty Assignment Termination Agreement 

Exhibit N – AutovaxID Royalty Termination Agreement 

Exhibit O – WarrantTermination Agreements 

Exhibit P – Royalty Termination Agreements 

Exhibit Q – Accentia Royalty Termination Agreement 

Exhibit A 

Biovest Warrants 

 

 

Name
  Option