Unassociated Document


    Exhibit 10.31

     

    INTERCREDITOR
AGREEMENT

     

    THIS
INTERCREDITOR AGREEMENT (this “Agreement”), dated as
of October 15, 2009, is between Cancer Treatment Centers of America, Inc., an
Illinois corporation (“CTCA”) and Firebird
Global Master Fund Ltd., a Cayman Islands exempted company (“FIREBIRD”).

     

    RECITALS:

     

    A. 
     Pursuant to that certain Services, Loan and
Security Agreement (the “CTCA Agreement”) made
and entered into as of April 27, 2009 by and between AVAX Technologies, Inc., a
New York corporation (“AVAX”) and CTCA, CTCA
extended financial considerations to AVAX, including the loaning of funds and
the payment of expenses on AVAX’s behalf in connection with AVAX’s laboratory
operations located at 2000 Hamilton Street Suite 204, Philadelphia, Pennsylvania
(the “Lab”) and
the extension of time for performance by AVAX of other financial and operational
obligations under that certain Production Agreement previously entered into by
the parties in 2007 (the “Production
Agreement”). Pursuant to the CTCA Agreement, AVAX granted to CTCA a first
priority security interest in all of the personal property comprising the Lab,
including all assets of AVAX located at the Lab and all intellectual property
owned by AVAX and used in connection with the Lab. A copy of the CTCA Agreement
is attached hereto as Exhibit A.

     

    B. 
     AVAX is a successor-in-interest of Walden
Laboratories, Inc. (“Walden”), formerly a
Delaware corporation having a place of business at 375 Park Avenue, New York, NY
10152, with respect to a License Agreement effective November 20, 1995 between
Thomas Jefferson University (“TJU”) and Walden (the
“License
Agreement”). By virtue of the License Agreement and AVAX’s status as
successor-in-interest, AVAX is the worldwide exclusive licensee, with right to
sublicense all Patent Rights as defined in Paragraph 1.02 of the License
Agreement. AVAX has granted to CTCA a sublicense in the Patent Rights (the
“Sublicense”)
pursuant to that certain Patent Sublicense Agreement entered into as of April
27, 2009 (the “Sublicense
Agreement”), a copy of which is attached hereto as Exhibit
B.

     

    C. 
     FIREBIRD has agreed to purchase a promissory note
issued by, and a warrant to purchase common stock of, AVAX for an amount of ONE
MILLION FOUR HUNDRED THOUSAND DOLLARS ($1,400,000), provided that, among other
things, AVAX grants to FIREBIRD a security interest in certain of AVAX’s
intellectual property (whether held directly or by any subsidiary of AVAX)
described on Exhibit C attached hereto, and subject to the provisions hereof
(the “Financing”).

     

    In
consideration of the foregoing and the mutual covenants herein contained, and
for other good and valuable consideration, it is hereby agreed as
follows:


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      	
              I.

            	
              Definitions.

            


    

     

    “CTCA
Liabilities” shall mean all indebtedness, obligations, and liabilities of AVAX
to CTCA as set forth in the CTCA Agreement, including but not limited to all
sums loaned and advanced to or for the benefit of AVAX at any time thereunder,
amounts owed to CTCA under the Production Agreement, any interest thereon, any
future advances, any costs of collection or enforcement, including reasonable
attorneys’ and paralegals’ costs and fees, all in connection with the CTCA
Agreement.

     

    “CTCA
Senior Collateral” shall mean all of the personal property of AVAX located at or
relating to the Lab, whether now owned or hereafter acquired or arising,
including all goods (including inventory, furniture, fixtures, equipment, and
any accessions thereto), general intangibles, insurance claims relating to the
foregoing and proceeds and products of the foregoing and all intellectual
property owned by AVAX and used in connection with the Lab.

     

    “FIREBIRD
Liabilities” shall mean all indebtedness, obligations and liabilities of AVAX to
FIREBIRD or any affiliate of FIREBIRD created before, on or after the date of
this Agreement in connection with the Financing.

     

    “FIREBIRD
Senior Collateral” shall mean the intellectual property described on Exhibit C
attached hereto.

     

    
      	
              II.

            	
              Agreements between
      CTCA and FIREBIRD.

            


    

     

    2.1    
    Parties’ Obligations;
Condition Precedent. The closing of the Financing shall be a condition
precedent to both parties’ obligations under this Agreement. If the Financing
has not closed on or before October 31, 2009, this Agreement shall be null and
void.

     

    2.2    
    Lien Priorities.
Notwithstanding the date, manner or order of perfection of the security
interests and liens granted to CTCA and FIREBIRD, and notwithstanding any
provisions of the Uniform Commercial Code, or any applicable law or decision, or
the provisions of any other document or any other circumstance whatsoever, CTCA
and FIREBIRD each agree that the following, as between CTCA and FIREBIRD, shall
be the relative priority of the security interests and liens of CTCA and
FIREBIRD:

     

    (a)        
so long as the CTCA Liabilities have not been paid, otherwise satisfied,
cancelled or terminated (“Discharge of the CTCA
Liabilities”), CTCA shall have a first priority lien on the CTCA Senior
Collateral, senior to any lien or other interest of FIREBIRD in the same
property regardless of how it arose; and all liens of FIREBIRD at any time
obtained by FIREBIRD in the CTCA Senior Collateral shall be junior and
subordinate in all respects to all liens at any time obtained therein by
CTCA;

     

    (b)        
so long as the FIREBIRD Liabilities have not been paid, otherwise satisfied,
cancelled or terminated (“Discharge of the FIREBIRD
Liabilities”), FIREBIRD shall have a first priority lien on the FIREBIRD
Senior Collateral, senior to any lien or other interest of CTCA in the same
property arising pursuant to the CTCA Agreement or otherwise; and all liens of
CTCA at any time obtained by CTCA in the FIREBIRD Senior Collateral shall be
junior and subordinate in all respects to all liens at any time obtained by
FIREBIRD therein; and


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    (c)        
from the date hereof and subject to Section 2.8, until the Discharge of the CTCA
Liabilities, CTCA shall have a second priority lien on the FIREBIRD Senior
Collateral securing the Discharge of the CTCA Liabilities (the “CTCA Second Priority
Lien”), which lien will be junior and subordinate in all respects to
FIREBIRD’s lien described in 2.2(b) above, but which lien shall be senior to any
other lien or the interest of any creditor other than FIREBIRD in the FIREBIRD
Senior Collateral.

     

    
      	
               
      

            	
              2.3

            	
              Enforcement Actions;
      CTCA’s Agreements with Regard to
  Foreclosure.

            


    

     

    (a)        
So long as Discharge of the CTCA Liabilities has not occurred, FIREBIRD agrees
that it will not ask for, demand, sue for, collect, take, receive, or repossess
from AVAX, by setoff or in any other manner, or otherwise take any enforcement
action with respect to, the whole or any part of the CTCA Senior Collateral,
whether by judicial action or under power of sale, by self-help, repossession or
otherwise.

     

    (b)        
Subject to the provisions of subsection (c) of this Section 2.3, CTCA may, at
its sole option, take any action to accelerate payment of the CTCA Liabilities
and to foreclose or realize upon or enforce any of its rights with respect to
CTCA Senior Collateral, without the prior written consent of FIREBIRD. CTCA
shall have the exclusive right to collect, foreclose upon, sell, transfer,
liquidate or otherwise dispose of, and to take all enforcement action with
respect to, the CTCA Senior Collateral as provided in the CTCA Agreement or by
applicable law, in the manner deemed appropriate by CTCA and FIREBIRD will not
hinder, delay or impair CTCA’s actions in enforcing its remedies with respect to
the CTCA Senior Collateral.

     

    (c)        
CTCA agrees that it shall not commence actions to accelerate payment of the CTCA
Liabilities, to foreclose on the CTCA Senior Collateral or to enforce any other
remedies under applicable law, the CTCA Agreement, the Production Agreement or
any other document so long as the following conditions are met:

     

    1.    The
Lab must achieve full GMP certification on or before December 1, 2009; provided,
however, that such date shall be extended by any period during which achievement
of full GMP certification is delayed, impeded or rendered impossible by forces
beyond AVAX’s control, including acts of war, terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and general
failure of any utility being supplied to the Lab (each a “Force Majeure
Event”). AVAX has represented and warranted to CTCA that AVAX has
submitted to the United States Food and Drug Administration (“FDA”) a dossier that
AVAX believes is sufficient to gain GMP certification for the Lab. CTCA
expresses no opinion as to the sufficiency of such dossier or the likelihood of
its acceptance by FDA. As such, the parties acknowledge and agree that the
denial of certification for the Lab (or failure to issue certification to the
Lab) by the FDA by December 1, 2009 shall NOT be deemed to be a Force Majeure
Event, unless such denial of certification or failure to issue certification is
related to a Force Majeure Event;

     

    2. 
   AVAX must begin to produce in the Lab for CTCA’s patients the
vaccines described in the Production Agreement on or before December 2, 2009,
provided, however, that such date shall be extended by any period during which
commencement of production of such vaccines is delayed, impeded or rendered
impossible by a Force Majeure Event;


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    3. 
   Until the discharge of the CTCA Liabilities, AVAX must
continue to produce at the Lab or otherwise all of CTCA’s ongoing requirements
for such vaccines as specified in the Production Agreement, following December
2, 2009, provided, however, that AVAX may halt such production for any period
during a Force Majeure Event;

     

    4. 
   AVAX must remain current in the prompt payment of all of its
operating expenses and trade obligations relating to the Lab, including the
payment of all taxes, employment expenses, vendor obligations (including its
landlord Rodin Partners and all critical suppliers and utilities) so long as the
CTCA Liabilities remain outstanding;

     

    5. 
   AVAX has advised CTCA that Richard Rainey has vacated his
judgment against AVAX previously entered in the Court of Common Pleas of
Lackawanna County, Pennsylvania in the case of Richard Rainey v. AVAX Technologies,
Inc. No. 8502-CV-2008 and in the Court of Common Pleas of Philadelphia
County, Pennsylvania as No. 09002089 (the “Judgment”), and has
filed all documents required to cancel or withdraw the Writ of Execution
relating to the Judgment and to cancel all remedies with respect to the
Judgment, including notifying the Sheriff of Philadelphia County that the
previously-ordered sheriff’s sale shall be cancelled. AVAX may not grant to
Richard Rainey a security interest of any kind in the CTCA Senior Collateral so
long as the CTCA Liabilities remain outstanding;

     

    6. 
   AVAX must keep the CTCA Senior Collateral free from liens
other than those described in this Agreement, including liens that rank senior
to those of CTCA, including tax liens and liens of other creditors (including
judgment creditors);

     

    7. 
   The Lab must remain open and operating during normal business
hours at all times, and CTCA shall have an absolute right to inspect the Lab
during business hours at any time; provided, however, AVAX may close the Lab for
reasonable statutory or customary holiday periods, and for any period during
which the Lab’s operation is impeded or rendered impossible by a Force Majeure
Event;

     

    8. 
   On or before June 1, 2010, AVAX must obtain financing that
AVAX believes is reasonably sufficient to fund operation of the Lab and
production of CTCA’s vaccines for a period of not less than two (2) years from
the date hereof;

     

    9. 
   AVAX must use reasonable efforts to maintain the Lab in good
working order, including all equipment and systems located therein, provided,
however, that AVAX shall not be responsible for the impact of a Force Majeure
Event on the Lab, its equipment and systems or operations; and

     

    10. 
 AVAX must use reasonable efforts to maintain in good working order all
equipment owned by CTCA and located in the LAB; further, AVAX must identify with
conspicuous notice tags all of such pieces of equipment and must cause all such
tags to remain in place on an ongoing basis.


    
      
         


      

      
        4

        
          

        

      

      
         


      

    

     

    (d)        
FIREBIRD shall provide to CTCA 10 days’ prior written notice of any action to
accelerate payment of the FIREBIRD Liabilities and to foreclose or realize upon
or enforce any of its rights with respect to the FIREBIRD Senior
Collateral.

     

    2.4         Accountings. CTCA and
FIREBIRD agree to render accountings to the other upon request, describing the
amount of AVAX’s indebtedness to such party.

     

    2.5         Acknowledgement as to CTCA
Liabilities; Additional Credit Extensions. FIREBIRD acknowledges that the
CTCA Liabilities currently exceed $1,200,000 and will likely exceed $1,300,000
on October 31, 2009. CTCA shall have the right, with the prior written consent
of FIREBIRD, which consent may be withheld in FIREBIRD’s sole discretion, to
extend credit to AVAX in excess of the amounts set forth in the CTCA Agreement,
and such extensions of credit, whether under the CTCA Agreement or under any
other agreements with AVAX, shall be secured by the CTCA Senior Collateral, and
otherwise shall have the same priorities as herein contained.

     

    2.6         Notices of Defaults.
CTCA and FIREBIRD agree to endeavor to give to the other copies of any notice of
the occurrence of an event of default by AVAX under the agreements governing the
relationship between such party and AVAX, simultaneously with the sending of
such notice to AVAX, but the failure to do so shall not affect the validity of
such notice or create a cause of action against the party failing to give such
notice or create any claim or right on behalf of the other party hereto or any
third party. The sending or receipt of such notice shall not obligate the
recipient to cure such event of default.

     

    2.7         Agreements Relating to the
Sublicense. FIREBIRD hereby acknowledges and agrees that the Sublicense
granted to CTCA pursuant to the Sublicense Agreement is in full force and effect
as of the date hereof, that CTCA has paid in full ample valuable consideration
in exchange for the Sublicense, and that CTCA shall in no event owe additional
consideration in order to maintain the Sublicense. FIREBIRD further agrees that
in the event that FIREBIRD becomes the licensee of any of the Patent Rights
described in the License Agreement, either by purchase, assignment, foreclosure,
operation of law, or otherwise, FIREBIRD will honor all of CTCA’s rights in the
Sublicense and shall in no way interfere with the terms of the Sublicense
Agreement.

     

    2.8         Automatic Release of the
CTCA Second Priority Lien. If, at any time, FIREBIRD’s first priority
lien in the FIREBIRD Senior Collateral shall be fully released or cease to
exist, whether by Discharge of the FIREBIRD Liabilities or otherwise, then CTCA
hereby agrees that the CTCA Second Priority Lien shall be automatically,
unconditionally and simultaneously released, and CTCA shall promptly execute and
deliver to the AVAX and/or FIREBIRD, as applicable, such termination statements,
releases and other documents as AVAX and/or FIREBIRD may reasonably request and
provide to effectively confirm such release. CTCA further agrees that, upon
FIREBIRD’s request, CTCA shall promptly provide FIREBIRD with any necessary or
appropriate releases to permit the collection, sale or other disposition of any
or all of the FIREBIRD Senior Collateral by FIREBIRD free and clear of the CTCA
Second Priority Lien; provided, however, that CTCA shall, following such
release, retain its secondary priority to FIREBIRD in the receipt of any
proceeds from the collection, sale or other disposition of any or all of the
FIREBIRD Senior Collateral.


    
      
         


      

      
        5

        
          

        

      

      
         


      

    

     

    
      	
              III.

            	
              Miscellaneous.

            


    

     

    3.1           Term of Agreement.
The rights and obligations of the other parties under this Agreement shall
terminate at the time of Discharge of the CTCA Liabilities; provided, however,
that if CTCA or FIREBIRD shall be compelled, in a bankruptcy or insolvency
proceeding (or otherwise) to return to AVAX any money or other funds received by
it from AVAX or any of its representatives (including, without limitation, a
trustee or receiver in any bankruptcy or insolvency proceeding), then the terms
of this Agreement shall be reinstated with respect to any such sums that must be
so returned.

     

    3.2           No Waiver. Neither
any failure or delay by the CTCA or FIREBIRD in exercising any right, power or
privilege under this Agreement shall operate as a waiver of such right, power or
privilege; nor shall any single or partial exercise of such right, power or
privilege preclude any other or further exercise thereof or the exercise of any
other right, power or privilege.

     

    3.3           CONTINUING
ENFORCEABILITY. THIS AGREEMENT SHALL CONTINUE TO BE ENFORCEABLE AS AMONG
THE PARTIES HERETO IN THE EVENT OF ANY BANKRUPTCY, INSOLVENCY, REORGANIZATION,
ARRANGEMENT, ADJUSTMENT, WINDING UP, LIQUIDATION, DISSOLUTION, COMPOSITION OR
OTHER SIMILAR RELIEF GRANTED OR OCCURRING WITH RESPECT TO ANY PARTY HERETO, AND
SHALL BE APPLICABLE TO ANY AND ALL DISTRIBUTIONS OR APPLICATIONS OF PROCEEDS OF
ANY COLLATERAL MADE BY ANY RECEIVER, TRUSTEE, DEBTOR-IN-POSSESSION OR OTHER
PERSON. THIS AGREEMENT SHALL REMAIN IN FULL FORCE AND EFFECT REGARDLESS OF
WHETHER ANY PARTY HERETO SEEKS TO RESCIND, AMEND, TERMINATE OR REFORM, BY
LITIGATION OR OTHERWISE, ITS OBLIGATIONS UNDER ANY OF ITS AGREEMENTS WITH
AVAX.

     

    3.4           Sharing of
Information. AVAX authorizes CTCA, FIREBIRD and its affiliates to share
any information concerning AVAX as contemplated by this Agreement, or as any one
or more of CTCA or FIREBIRD shall deem necessary in order to accomplish the
purposes of this Agreement.

     

    3.5           Notices. Any notice
required or desired to be served, given or delivered hereunder shall be in
writing (including facsimile transmission), and shall be deemed to have been
validly served, given or delivered upon the earlier of (a) personal delivery to
the address set forth below; (b) in the case of mailed notice, five (5) Business
Days after deposit in the United States mails, with proper postage for certified
mail, return receipt requested, prepaid, or in the case of notice by Federal
Express or other reputable overnight courier service, one (1) Business Day after
delivery to such courier service; and (c) in the case of facsimile transmission,
upon transmission with confirmation of receipt, in any such case addressed to
the party to be notified as follows:


    
      
         


      

      
        6

        
          

        

      

      
         


      

    

     

    (i)           If
to the CTCA at:

     

    Cancer
Treatment Centers of America, Inc.

    1336
Basswood Rd.

    Schaumburg,
Illinois 60173

    Attention:     Steven
L. Kroll, General Counsel

    Facsimile:    (847)
342-6512

     

    (ii)         
If to FIREBIRD at:

     

    Firebird
Global Master Fund, Ltd.

    c/o
Trident Trust Company (Cayman) Limited

    One
Capital Place, P.O. Box 847

    George
Town, Grand Cayman KY1-1103

    Cayman
Islands

     

    with a
copy to:

     

    FGS
Advisors, LLC

    152 West
57th Street, 24th Floor

    New York,
NY 10019

    Attention:     
James Passin

    Facsimile:     (212)
698-9266

     

    or to
such other address as each party designates to the other in the manner herein
prescribed.

     

    3.6           Contesting Liens or Security
Interests. FIREBIRD shall not contest the validity, perfection, priority
or enforceability of any lien granted to CTCA in the CTCA Senior Collateral.
CTCA shall not contest the validity, perfection, priority or enforceability of
any lien granted to FIREBIRD
in the FIREBIRD Senior Collateral. As between CTCA and FIREBIRD, the terms of
this
Agreement shall govern even if all or part of the CTCA Liabilities or the
FIREBIRD Liabilities, as the case may be, or the liens securing payment thereof,
are avoided, disallowed, set aside or otherwise invalidated.

     

    3.7           No Benefit to Third
Parties. The terms and provisions of this Agreement shall be for the sole
benefit of CTCA and FIREBIRD and no other person, firm, entity or corporation
shall have any right, benefit, priority or interest under or because of this
Agreement.

     

    3.8           Governing Law. This
Agreement shall be interpreted, and the rights and obligations of the parties
hereto determined, in accordance with the internal laws of the State of
Delaware.


    
      
         


      

      
        7

        
          

        

      

      
         


      

    

     

    3.9           Counterparts. This
Agreement may be executed in any number of counterparts each of which shall be
deemed to be an original hereof submissible into evidence and all of which
together shall be deemed to be a single instrument.

     

    [SIGNATURE
PAGE FOLLOWS]


    
      
         


      

      
        8

        
          

        

      

      
         


      

    

     

    The
parties have executed this Agreement as of the day and year first above
written.

    


    
      
        
          	
                  CANCER
      TREATMENT CENTERS OF AMERICA, INC.

                
	 
      
	
                  By:

                	
                  

                
	
                  Its:  

                	
                  VP Clinical Research

                
	 
      
	
                  FIREBIRD
      GLOBAL MASTER FUND, LTD.

                
	 
      
	
                  By:

                	
                  /s/ James Passin

                
	
                  Its:

                	
                  Director

                


        

      

    


    
      
         


      

      
        9

        
          

        

      

      
         


      

    

     

    ACKNOWLEDGMENT

     

    AVAX
hereby acknowledges and agrees to the foregoing terms and provisions. By
executing this Agreement, AVAX agrees to be bound by the provisions hereof as
they relate to the relative rights of the creditors as between such creditors.
AVAX further agrees that the terms of this Agreement shall not give AVAX any
substantive rights vis-a-vis FIREBIRD or CTCA.

     

    If
FIREBIRD or CTCA shall enforce its rights or remedies in violation of the terms
of this Agreement, AVAX agrees that it shall not use such violation as a defense
to the enforcement by FIREBIRD or CTCA, respectively, under the CTCA Agreement
or the documents associated with the Financing nor assert such violation as a
counterclaim or basis for set-off or recoupment against either of
them.

     

    Dated:
10/15,
2009

     

    
      
        	
                AVAX
      TECHNOLOGIES, INC.

              
	 
      
	
                By:

              	
                /s/ JOHN
    PRENDERGAST

              
	
                Name:  

              	
                JOHN PRENDERGAST

              
	
                Title:

              	
                CHAIRMAN &
  CEO

              


      

    


    
      
         


      

      
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                EXHIBIT
      A —  

              	
                COPY
      OF CTCA AGREEMENT

              
	 
      	 
      
	
                EXHIBIT
      B —

              	
                COPY
      OF SUBLICENSE

              
	 
      	 
      
	
                EXHIBIT
      C —

              	
                Description
      of FIREBIRD Collateral

              


      

    


    
      
         


      

      
        11

        
          

        

      

      
         


      

    

     

    ANNEX
1

     

    COLLATERAL
DESCRIPTION TO

    UNIFORM
COMMERCIAL CODE FINANCING STATEMENT

    


    
      
        
          	
                  DEBTOR:

                	
                  Avax
      Technologies, Inc.

                
	 
      	 
      
	
                  SECURED
      PARTIES:  

                	
                  Firebird
      Global Master Fund,
Ltd.

                


        

      

    

    
    

     

    This
Financing Statement covers the following:

     

    All of
the Intellectual Property Assets (as hereinafter defined) now owned or hereafter
acquired by Debtor or in which the Debtor now has or hereafter may acquire any
right, title or interest, excluding any Intellectual Property Assets to the
extent that such Intellectual Property Assets are pledged,
as of the date hereof, to Cancer Treatment Centers of America, Inc. to secure
certain obligations of the Debtor thereto. “Intellectual Property Assets” shall
mean all right, title and interest of Debtor in or to all or any Intellectual
Property, which is defined as:

     

    (i)           each
and all of the patents and patent applications, owned by, issued or granted to,
filed by or hereafter issued or granted to filed by or acquired by Debtor,
whether or not on a joint basis with any other person or entity, including
without limitation those patents and patent applications listed in
Schedule 1 attached hereto (collectively, the “Patents”);

     

    (ii)           each
and all of the trademarks, service marks, trademark applications, and service
mark applications, owned by, issued or granted to, filed by or hereafter issued
or granted to filed by or acquired by Debtor, whether or not on a joint basis
with any other person or entity, including without limitation those trademark
and service mark registrations and applications set forth in Schedule 2 attached
hereto (provided that no security interest shall be granted in United States
intent-to-use trademark applications to the extent that, and solely during the
period in which, the grant of a security interest therein would impair the
validity or enforceability of such intent-to-use trademark applications under
applicable federal law), together with the goodwill symbolized thereby (the
“Trademarks”);

     

    (iii)          each
and all of the copyrights, copyright applications and exclusive copyright
licenses, owned by, issued or granted to, filed by or hereafter issued or
granted to filed by or acquired by Debtor, whether or not on a joint basis with
any other person or entity, including without limitation those copyright
registrations and applications and exclusive copyright licenses set forth in
Schedule 3 attached hereto (the “Copyrights”);

     

    (iv)          all
rights to sue for past, present and future infringements of any and all of the
Patents, Trademarks and Copyrights;

     

    (v)           all
proceeds, including without limitation license royalties and proceeds of
infringement suits, based on or relating to any or all of the Patents,
Trademarks and Copyrights;

     

    (vi)          all
licenses and other agreements under which Debtor is licensor, and all fees,
rents, royalties, proceeds or monies thereunder, based on or relating to any or
all of the Patents, Trademarks and Copyrights, and the use
thereof;


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    (vii)         all
rights granted to Debtor under a license or other agreement pertaining to any
and all patent, trademark or copyright rights of any third party;

     

    (viii)        all
formulae, processes, compounds, methods, know-how, and trade secrets relating to
the manufacture of Debtor’s products under, utilizing, or in connection with,
any or all of the Patents, Trademarks and Copyrights; and

     

    (ix)           all
products and proceeds of the foregoing, in any form, including without
limitation insurance proceeds and all claims against third parties for loss or
damage to or destruction of any or all of the foregoing.


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

     

    SCHEDULE 1

     

    Patents

    


    
      
        
          	 
      	 
      	
                  Patent

                	 
      	 
      	 
      	
                  Patent

                	 
      	 
      	 
      	 
      	 
      	 
      
	
                  Grantor

                	 
      	
                  Titles

                	 
      	
                  Country

                	 
      	
                  No.

                	 
      	
                  Applic.
      No.

                	 
      	
                  Filing Date

                	 
      	
                  Issue Date

                
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                  AVAX
      TECHNOL OGIES, INC.

                	
                    

                	
                  Method
      for producing a vaccine for the treatment of cancer

                	
                    

                	
                  USA

                	
                    

                	 
      	
                    

                	
                  11/331,468;

                  published
      as US 2006/0240047

                	
                    

                	
                  January
      13, 2006

                	 
      	 
      


        

      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    SCHEDULE
2

     

    Domain
Names and Trademarks


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    


    Trademark
Chart - US and International Trademarks

    Avax
Technologies. Inc.

     

    
      
        	
                COUNTRY

              	 
      	
                MARK

              	 
      	
                APP./REG. No.

              	 
      	
                REGISTRATION

                DATE OR FILING

                DATE

              	 
      	
                ACTION

              	 
      	
                DEADLINE

              	 
      	
                CLASS/GOODS

              	 
      	
                COMMENTS

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Argentina

              	 
      	
                N-VAX

              	 
      	
                Reg.
      No.  1860227

              	 
      	
                2-January-2002

              	 
      	
                First
      Renewal

              	 
      	
                2-January-2012

              	 
      	
                CLASS 5:
      Pharmaceutical and medicinal preparation for human use only; vaccines for
      cancer of the kidney in humans

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Argentina

              	 
      	
                M-VAX

              	 
      	
                Reg.
      No.  1830547

              	 
      	
                22-May-2001

              	 
      	
                First
      Renewal

              	 
      	
                22-May-2011

              	 
      	
                CLASS 5:
      Melanoma cancer vaccines for human use

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Argentina

              	 
      	
                P-VAX

              	 
      	
                Reg.
      No.  1860228

              	 
      	
                l-February-2002

              	 
      	
                First
      Renewal

              	 
      	
                1-February-2012

              	 
      	
                CLASS 5:
      Pharmaceutical and medicinal preparations; prostate cancer
      vaccine

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Argentina

              	 
      	
                O-VAX

              	 
      	
                Reg.
      No.  1860230

              	 
      	
                l-February-2002

              	 
      	
                First
      Renewal

              	 
      	
                1-February-2012

              	 
      	
                CLASS 5: Vaccine for ovarian
      cancer

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Australia

              	 
      	
                AC-VAX

              	 
      	
                Reg.
      No. 827820

              	 
      	
                17-April-2001

              	 
      	
                First
      Renewal

              	 
      	
                16-March-2010

              	 
      	
                CLASS 5:
      Pharmaceutical products and vaccine for the treatment of
      cancer

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Australia

              	 
      	
                L-VAX

              	 
      	
                Reg.
      No. 855551

              	 
      	
                22-August-2001

              	 
      	
                First
      Renewal

              	 
      	
                1-November-2010

              	 
      	
                CLASS 5:
      Pharmaceutical products and vaccine for the treatment of
      leukemia

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Australia

              	 
      	
                M-VAX

              	 
      	
                Reg.
      No. 790208

              	 
      	
                10-November-2000

              	 
      	
                First
      Renewal

              	 
      	
                6-April-2009

              	 
      	
                CLASS 5:
      Pharmaceutical products and vaccine for the treatment of
      cancer

              	 
      	
                Expired

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Australia

              	 
      	
                M-VAX

              	 
      	
                Reg.
      No. 790180

              	 
      	
                10-November-2000

              	 
      	
                First
      Renewal

              	 
      	
                6-April-2009

              	 
      	
                CLASS 5:
      Pharmaceutical products and vaccine for the treatment of
      cancer

              	 
      	
                Expired

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Chile

              	 
      	
                L-VAX

              	 
      	
                Reg.
      No. 631690

              	 
      	
                3-June-2002

              	 
      	
                First
      Renewal

              	 
      	
                3-June-2012

              	 
      	
                CLASS 5:
      Pharmaceutical products and vaccine for the treatment of
      leukemia

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                China

              	 
      	
                L-VAX

              	 
      	
                Reg.
      No.  1680429

              	 
      	
                14-December-2001

              	 
      	
                First
      Renewal

              	 
      	
                13-December-2011

              	 
      	
                CLASS 5:
      Pharmaceutical products and vaccine for the treatment of
      leukemia

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                China

              	 
      	
                AVAX
      & Design

              	 
      	
                Reg.
      No.  1560533

              	 
      	
                28-April-2001

              	 
      	
                First
      Renewal

              	 
      	
                27-April-2011

              	 
      	
                CLASS 5:
      Pharmaceutical products for the treatment of cancer, vaccine for the
      treatment of cancer

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                China

              	
                  

              	
                N-VAX

              	
                  

              	
                Reg.
      No. 2019490

              	
                  

              	
                28-January-2004

              	
                  

              	
                First
      Renewal

              	
                  

              	
                27-January-2014

              	
                  

              	
                CLASS 5:
      Pharmaceutical and medicinal preparations; kidney cancer vaccine for
      humans

              	
                  

              	 
      


      

    


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

    


    
      
        	
                COUNTRY

              	 
      	
                MARK

              	 
      	
                APP./REG. No.

              	 
      	
                REGISTRATION

                DATE OR FILING

                DATE

              	 
      	
                ACTION

              	 
      	
                DEADLINE

              	 
      	
                CLASS/GOODS

              	 
      	
                COMMENTS

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                China

              	 
      	
                O-VAX

              	 
      	
                Reg.
      No. 2018825

              	 
      	
                28-January-2004

              	 
      	
                First
      Renewal

              	 
      	
                27-January-2014

              	 
      	
                CLASS 5:
      Pharmaceutical and medicinal preparations; vaccine for ovarian
      cancer

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                China

              	 
      	
                P-VAX

              	 
      	
                Reg.
      No. 2019494

              	 
      	
                27-January-2004

              	 
      	
                First
      Renewal

              	 
      	
                27-January-2014

              	 
      	
                CLASS 5:
      Pharmaceutical and medicinal preparations; prostate cancer
      vaccine

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                European

                Community

              	 
      	
                AC
      VACCINE

              	 
      	
                Reg.
      No. 01304021

              	 
      	
                l2-April-2002

              	 
      	
                First
      Renewal

              	 
      	
                09-September-2009

              	 
      	
                CLASS 5:
      Vaccine for the treatment of cancer

              	 
      	
                Renewal
      Possible

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                European

                Community

              	 
      	
                N-VAX

              	 
      	
                Reg.
      No. 01304039

              	 
      	
                19-January-200l

              	 
      	
                First
      Renewal

              	 
      	
                9-September-2009

              	 
      	
                CLASS 5:
      Pharmaceutical and medicinal preparations; kidney cancer vaccine for
      humans

              	 
      	
                Renewal
      Possible

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                European

                Community

              	 
      	
                M-VAX

              	 
      	
                Reg.
      No. 01304062

              	 
      	
                19-January-2001

              	 
      	
                First
      Renewal

              	 
      	
                9-September-2009

              	 
      	
                CLASS 5:
      Pharmaceutical and medicinal preparations; melanoma cancer vaccine for
      humans

              	 
      	
                Renewal
      Possible

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                European

                Community

              	 
      	
                P-VAX

              	 
      	
                Reg.
      No. 01304013

              	 
      	
                19-January-200l

              	 
      	
                First
      Renewal

              	 
      	
                9-September-2009

              	 
      	
                CLASS 5:
      Pharmaceutical and medicinal preparations; prostate cancer
      vaccine

              	 
      	
                Renewal
      Possible

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                South
      Africa

              	 
      	
                Opposition
      to AVAX &

                Design

              	 
      	
                App.
      No. 200221365

              	 
      	
                27-October-2000

                (Filing
      Date)

                26-May-2004

                (Publication
      Date)

              	 
      	 
      	 
      	 
      	 
      	
                CLASS
      5

              	 
      	
                This
      matter is being handled directly by Avax with local
  counsel

              
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Japan

              	 
      	
                M-VAX

              	 
      	
                Reg.
      No.
      4658803

              	 
      	
                4-April-2003

              	 
      	
                First
      Renewal

              	 
      	
                4-April-2013

              	 
      	
                CLASS 5:
      Melanoma cancer vaccine for human; other pharmaceutical and medicinal
      preparations

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                Switzerland

              	 
      	
                M-VAX

              	 
      	
                Reg.
      No. 541648

              	 
      	
                24-April-2006

              	 
      	
                First
      Renewal

              	 
      	
                2-December-2015

              	 
      	
                CLASS
      5

              	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                US

              	
                  

              	
                AVAX
      & Design

              	
                  

              	
                Reg.
      No. 2,510,757

              	
                  

              	
                20-November-2001

              	
                  

              	
                First
      Renewal

              	
                  

              	
                20
      November-2011

              	
                  

              	
                CLASS 5:
      pharmaceutical preparations and vaccine for the treatment of
      cancer

              	
                  

              	 
      


      

    


    
      
         


      

      
        2

        
          

        

      

      
         


      

    

    


    
      
        
          
            	
                    COUNTRY

                  	 
      	
                    MARK

                  	 
      	
                    APP./REG. No.

                  	 
      	
                    REGISTRATION

                    DATE OR FILING

                    DATE

                  	 
      	
                    ACTION

                  	 
      	
                    DEADLINE

                  	 
      	
                    CLASS/GOODS

                  	 
      	
                    COMMENTS

                  
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 	 	 	 	 	 
	
                    US

                  	 
      	
                    MVAX

                  	 
      	
                    Reg.
      No. 2,929,049

                  	 
      	
                    l-May-2005

                  	 
      	
                    Declaration
      of

                    Use/Affidavit
      of

                    Incontestability

                  	 
      	
                    l-March-2010

                    (Opening
      Date)

                    1
      March -2015

                    (Next
      Renewal)

                  	 
      	
                    CLASS 5:
      melanoma cancer vaccine for humans

                  	 
      	 
      
	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      	 
      
	
                    US

                  	
                      

                  	
                    THE
      POWER OF

                    INDIVIDUALIZED

                    THERAPY

                  	
                      

                  	
                    Reg.
      No. 2,478,644

                  	
                      

                  	
                    14-August-2001

                  	
                      

                  	
                    First
      Renewal

                  	
                      

                  	
                    14-August-2011

                  	
                      

                  	
                    CLASS
      42: Pharmaceutical research and cancer research
      services.

                  	
                      

                  	 
      


          

        

      

    


    
      
         


      

      
        3

        
          

        

      

      
         


      

    

     

    SCHEDULE
3

     

    Copyrights

     

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