Unassociated Document


    Exhibit
10.29

    

      SERVICES,
LOAN AND SECURITY AGREEMENT

       

      This
Services, Loan and Security Agreement (“Agreement”) is made and entered into as
of this 27th day of April, 2009 by and between AVAX Technologies, Inc., a New
York corporation with headquarters located at 2000 Hamilton Street Suite 204,
Philadelphia, Pennsylvania 19130 (“AVAX”), and Cancer Treatment Centers of
America, Inc., an Illinois corporation with headquarters located at 1336
Basswood Road, Schaumburg, Illinois 60173 (“CTCA”).

       

      RECITALS

       

      A. In 2007 CTCA
and AVAX entered into that certain Production Agreement, a copy of which is
attached hereto as Exhibit A (the “Production Agreement”).  Pursuant to the
Production Agreement, AVAX was required to operate CTCA performed all of its
operate its GMP laboratory in Philadelphia, Pennsylvania (the “GMP Lab”) and
fulfill production obligations for biological vaccines and CTCA was obligated to
make certain payments to AVAX and to purchase and install in the GMP Lab a
Beckman-Coulter Flow Cytometer and a Miltenyi Cell Separator unit (collectively,
the “CTCA Equipment”).

       

      B. CTCA has
performed all of its obligations under the Production Agreement, including
advancing funds to AVAX in the amount of $250,000 at execution of the Production
Agreement and making a further advance of $150,000 in December, 2008 (such
$400,000 is hereinafter referred to in the aggregate as the
“Advance”).

       

      C. AVAX has been
unable to perform many of its obligations and is in breach of the terms of the
Production Agreement.  AVAX is currently unable to continue to operate it’s
the GMP Lab, and is indebted to several creditors, including CTCA and AVAX’s
landlord Rodin Market Partners LP (“Rodin”).

       

      D. AVAX has
requested financial and operational assistance from CTCA in order to prevent the
closing of the GMP Lab. CTCA is willing to provide to AVAX financial and
operational assistance on the terms and conditions contained in this
Agreement.

       

      AGREEMENTS

       

      For and
in consideration of the mutual covenants contained herein, and other valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:

       

      1. 
Services of CTCA.  During
the term of this Agreement, CTCA will control the operation and maintenance of
the GMP Lab for a period of six (6) months, or less if determined by CTCA in its
sole discretion and communicated to AVAX in writing.  During such period in
which CTCA operates and maintains the GMP Lab, CTCA will advance to AVAX the
costs of operations, including the rent payable to Rodin for such months of
operation; CTCA will pay to Rodin on behalf of AVAX all prior rent set forth on
the attached Schedule A, as well as the rent for the months of April and
May.  AVAX  hereby grants to CTCA the unrestricted right to
negotiate with all vendors and customers of the GMP Lab.


      
        
           


        

        
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      2. 
Release of Liability.  AVAX
hereby agrees that CTCA shall not be liable for any acts or omissions that it
undertakes while providing such services, other than if CTCA engages in willful
misconduct or gross negligence which results in liability; CTCA shall not be
liable to AVAX for any lost profits, consequential or incidental damages or
under any other theory arising out of the services performed.

       

      3. 
 Intellectual Property
Provisions.  AVAX hereby agrees that it will not transfer to any
person or entity the intellectual property rights in the know-how, technology,
patent rights or invention rights relating to the processes which are the
subject of the Production Agreement without securing for CTCA a license to
continue to use all such intellectual property in connection with the operation
of the GMP Lab.  AVAX further agrees that any discovery, invention or other
intellectual property relating to the GMP Lab and any processing performed
therein that may be developed by during the conduct of this Agreement shall be
the sole property of CTCA.  While operating the GMP Lab CTCA will have the
right to enter into relationships with other parties, including Coronado
Biosciences, which relationships will remain CTCA’s and will not inure to the
benefit of AVAX unless assigned by CTCA in CTCA’s sole discretion.

       

      
        4.
Financial Terms; Loan and Security
Interest.  All of CTCA’s costs advanced (including
existing rental obligations,  rent for succeeding calendar months, and
the expense of Henry Schea and the other staff on premises) will be deemed to be
a “loan” to AVAX (the “Loan”).   The Loan shall bear interest at the
rate of 6%.  AVAX will execute and deliver one or more promissory notes in
form acceptable to CTCA to evidence the Loan under this
Agreement.

      

       

      (a)  On
August 31, 2009, or earlier if AVAX acquires financing, AVAX will repay CTCA all
of the Loan and interest, as well as the Advance.  AVAX may prepay the Loan
and the Advance in part or in full at anytime without penalty.

       

      (b)  To
secure repayment by AVAX of the Loan, AVAX hereby grants to CTCA a first
priority security interest in all of the personal property of AVAX located at or
relating to the GMP 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 GMP Lab.

       

      (c) AVAX
specifically authorizes CTCA to prepare and file appropriate UCC Financing
Statements describing the security interest granted hereunder.

       

      (d)  CTCA
will not assume any of AVAX’s liabilities, and all obligations to third parties
will remain the legal obligations of AVAX.


      
        
           


        

        
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      5. 
 Conditions precedent to CTCA’s
providing the services and Loan.  CTCA’s obligations to provide the
services and the Loan hereunder are expressly conditioned on AVAX strictly
complying with each of the following obligations:

       

      (a)  CTCA
and AVAX receive from Rodin an acknowledgment that all rent has been paid
through the date hereof, that AVAX is not in default under the terms of the
Lease and that Rodin will not take any action to negatively impact AVAX’s quiet
enjoyment of the leased premises so long as AVAX continues to pay rent under the
Lease;

       

      (b)  AVAX
shall release Henry Schea from any and all employment restrictions upon request
by CTCA and AVAX agrees that CTCA (or its affiliates) may employ Henry Schea or
retain him as a consultant at any time;

       

      (c)  AVAX
acknowledges each of the following:  (i) that it is in breach of its
obligations under the Production Agreement; (ii) that it owes to CTCA the full
amount of the Advance; and (iii) that the Production Agreement remains
enforceable against AVAX in accordance with its terms, including all obligations
of repayment of the Advance; and

       

      (d)  AVAX
will continue to produce ovarian cancer vaccines in France for CTCA patients at
the request of CTCA (or its affiliate).

       

      6. 
Severability.  The
provisions of this Agreement shall be severable, and if any provision of this
Agreement shall be held or declared to be illegal, invalid or unenforceable,
such provision shall, if possible, be limited or construed so as to make it
valid and enforceable or, if such limitation or construction is not possible or
would be contrary to the parties’ manifest intentions, such provision shall be
stricken from this Agreement.  In any event, the remainder of this
Agreement shall continue in full force and effect.

       

      7. 
No Assignment.  This
Agreement may not be assigned by either party except that CTCA shall have the
right to assign its rights and obligations hereunder to an affiliate of CTCA so
long as such party assumes the assigned obligations in writing.

       

      8. 
Governing Law.  This
Agreement is deemed to be made and entered into pursuant to the laws of the
State of Illinois.  In the event of any dispute hereunder, this Agreement
shall be governed by and shall be construed and interpreted in accordance with
the laws of the State of Illinois.

       

      9. 
Waiver.  The terms of this
Agreement may be waived, and this Agreement may be amended, only in writing
signed by the party to be bound thereby.  A waiver of one term shall not be
construed as a waiver of any other term, nor shall a waiver of, or failure to
enforce, a term in one instance be deemed a continuing waiver or a waiver of the
provision itself.


      
        
           


        

        
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      10. 
Nature of Relationship. 
Nothing herein shall be construed to place the parties in a relationship of
employees, agents, partners or joint venturers, and neither party shall have the
power to obligate or bind the other in any manner whatsoever.

       

      11. 
Notices.  All
communications, notices and exchanges of information contemplated herein or
required or permitted to be given hereunder shall be in writing and shall be
given when one of the parties deposits the same via hand delivery, courier or
Certified United States mail, postage prepaid, addressed to the other party at
its address set forth below:

       

      If to
CTCA:

       

      Cancer
Treatment Centers of America, Inc.

      1336
Basswood Road

      Schaumburg,
Illinois 60173

      Attn:
Robert Mayo, Vice Chairman

       

      If to
AVAX:

       

      AVAX
Technologies, Inc

      2000
Hamilton Street, Suite 204 

      Philadelphia,
Pennsylvania 19130

      Attn:
John Prendergast, Chairman

       

      12. 
Entirety.  This Agreement
constitutes the parties’ entire agreement and understanding with respect to the
subject matter hereof, and supersedes all prior oral and written agreements and
understandings.

       

      The
parties hereto have caused this Agreement to be executed by their respective
officers with full legal and corporate authority to do so as of the date first
above written.

      


      
        
          
            	
                    CANCER
      TREATMENT CENTERS OF AMERICA, INC.

                  
	 
      
	
                    By:

                  	
                    /s/ Donald Braun

                  
	
                    Its  

                  	
                    Authorized
      Officer

                  
	 
      
	
                    AVAX
      TECHNOLOGIES, INC.

                  
	 
      
	
                    By:  

                  	
                    /s/
      John
      Prendergast

                  
	
                    Its:

                  	
                    Chairman

                  


          

        

      


      
        
           


        

        
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      Exhibit
B

      
      

      Form of
Note

       

      PROMISSORY
NOTE

       

      
        
          	
                  April
      27, 2009

                	
                  Schaumburg,
      Illinois    

                


        

      

      


      The
undersigned, for value received, promises to pay to the order of Cancer
Treatment Centers of America, Inc. (the “Lender”) at the principal office of
Lender in Schaumburg, Illinois the aggregate unpaid amount of all Loans made to
the undersigned by the Lender pursuant to the Services, Loan and Security
Agreement referred to below (as shown on the schedule attached hereto (and any
continuation thereof) or in the records of the Lender), such principal amount to
be payable on or before August 31, 2009.

       

      The
undersigned further promises to pay interest on the unpaid principal amount of
all amounts of the Loan from the date of such advance until the Loan is paid in
full, payable at the annual rate of six percent (6%).  Payments of both
principal and interest are to be made in lawful money of the United States of
America.

       

      This Note
evidences indebtedness incurred under, and is subject to the terms and
provisions of, the Services, Loan and Security Agreement, dated as of April 1,
2009 among Lender and the undersigned.

       

      This Note
is made under and governed by the laws of the State of Illinois applicable to
contracts made and to be performed entirely within such State.

      


      
        
          	
                  AVAX Technologies, Inc., a New York

                
	
                  corporation

                
	 
      
	
                  By:

                	
                        
                    /s/
      John Prendergast

                  

                
	
                  Name:  

                	
                  John Prendergast

                
	
                  Title:

                	
                  Chairman

                


        

      


      
        
           


        

        
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