Reaffirmation and Ratification Agreement



 EXHIBIT 10.4 
 REAFFIRMATION AND RATIFICATION AGREEMENT 
 July 31, 2008 
 LV Administrative Services, Inc., as Agent 
 Laurus Master Fund, Ltd.

 Valens U.S. SPV I, LLC 
 Valens Offshore SPV I, Ltd.

 Valens Offshore SPV II, Corp. 
 PSource Structured Debt Limited

 c/o Valens Capital Management, LLC 
 and Laurus Capital
Management, LLC 
 355 Madison Avenue 
 New York, New York 10017

 Ladies and Gentlemen: 
 Reference is made to
(a) that certain Note and Warrant Purchase Agreement dated as of March 31, 2006 (as amended, supplemented, restated or modified from time to time, the “March 2006 Laurus Purchase Agreement”) by and between Laurus Master
Fund, Ltd. (“Laurus”) and Biovest International, Inc. (“Biovest”); (b) that certain Secured Promissory Note dated March 31, 2006 (as amended, supplemented, restated or modified from time to time, the
“ Laurus March 2006 Note”) in the original principal amount of $7,799,000 issued by Biovest in favor of Laurus; (c) the Related Agreements (as defined in the March 2006 Laurus Purchase Agreement); (d) that certain Note
Purchase Agreement dated as of October 30, 2007 (as amended, supplemented, restated or modified from time to time, the “October 2007 Valens US Purchase Agreement”) by and between Valens U.S. SPV I, LLC (“Valens
US”) and Biovest; (e) that certain Secured Promissory Note dated October 30, 2007 (as amended, supplemented, restated or modified from time to time, the “Valens US October 2007 Note”) in the original principal
amount of $245,000 issued by Biovest in favor of Valens US; (f) the Related Agreements (as defined in the October 2007 Valens US Purchase Agreement); (g) that certain Note Purchase Agreement dated as of October 30, 2007 (as amended,
supplemented, restated or modified from time to time, the “October 2007 Valens Offshore II Purchase Agreement”) by and between Valens Offshore SPV II, Corp. (“Valens Offshore II”) and Biovest; (h) that certain
Secured Promissory Note dated October 30, 2007 (as amended, supplemented, restated or modified from time to time, the “Valens Offshore II October 2007 Note”) in the original principal amount of $255,000 issued by Biovest in
favor of Valens Offshore II; (i) the Related Agreements (as defined in the October 2007 Valens Offshore II Purchase Agreement); (j) that certain Note Purchase Agreement dated as of December 10, 2007 (as amended, supplemented, restated
or modified from time to time, the “December 2007 Valens US Purchase Agreement”) by and between Valens US and Biovest; (k) that certain Secured Promissory Note dated December 10, 2007 (as amended, supplemented, restated or
modified from time to time, the “Valens US December 2007 Note”) in the original principal amount of $4,900,000 issued by Biovest in favor of Valens US; (l) the Related Agreements (as defined in the December 2007 Valens US
Purchase Agreement); (m) that certain Note Purchase Agreement dated as of December 10, 2007 (as amended, supplemented, restated or modified from time to time, the “December 2007 Valens Offshore II Purchase Agreement”)









 
by and between Valens Offshore II and Biovest; (n) that certain Secured Promissory Note dated December 10, 2007 (as amended, supplemented, restated
or modified from time to time, the “Valens Offshore II December 2007 Note”, and collectively with the Laurus March 2006 Note, the Valens US October 2007 Note, the Valens Offshore II October 2007 Note, the Valens US December 2007
Note and the Valens Offshore II December 2007 Note, the “Existing Notes”) in the original principal amount of $3,600,000 issued by Biovest in favor of Valens Offshore II; (o) the Related Agreements (as defined in the December
2007 Valens Offshore II Purchase Agreement); (p) that certain Guaranty dated as of December 10, 2007 (as amended, supplemented, restated or modified from time to time, the “Subsidiary Guaranty”) by Biovax, Inc., a Florida
corporation (“Biovax”), AutovaxID, Inc., a Florida corporation (“AutovaxID”), Biolender, LLC, a Delaware limited liability company (“Biolender I”) and Biolender II, LLC, a Delaware limited liability
company (“Biolender II”; and together with Biovax, AutovaxID and Biolender I, collectively, the “Subsidiary Guarantors”) in favor of LV Administrative Services, Inc., as agent (the “Agent”), Valens
US and Valens Offshore II; (q) that certain Guaranty dated as of December 10, 2007 (as amended, supplemented, restated or modified from time to time, the “Parent Guaranty”) by Accentia Biopharmaceuticals, Inc., a Florida
corporation (the “Parent Guarantor”), in favor of Agent, Valens US and Valens Offshore II; (r) that certain Limited Guaranty dated as of January 31, 2008 (as amended, supplemented, restated or modified from time to time,
the “Limited Guaranty”) by Revimmune LLC (“Limited Guarantor”; and together with Subsidiary Guarantors and Parent Guarantor, collectively, the “Guarantors”) in favor of Agent, Valens US and Valens
Offshore II and (s) that certain Master Security Agreement dated as of December 10, 2007 (as amended, supplemented, restated or modified from time to time, the “Master Security Agreement”) among Biovest, Subsidiary
Guarantors and Agent (the documents identified in clauses (a) through (s), collectively, the “Existing Loan Agreements”). Pursuant to one or more instruments of assignment, Laurus, Valens US and Valens Offshore II have, from
time to time, assigned some or all of their respective rights, title and interest in certain of the Existing Loan Agreements and all collateral security therefor to Valens Offshore I, Ltd (“Valens Offshore I”) and PSource Structured
Debt Limited (“PSource”, and together with Laurus, Valens US, Valens Offshore I and Valens Offshore II, collectively, the “Creditor Parties”). 
 To induce the Creditor Parties to enter into that certain letter agreement, dated as of the dated hereof, among Biovest and the Creditor Parties (as
amended, modified or supplemented from time to time, the “Amendment”), amending, among other things, the maturity dates of the Existing Notes and the amortization schedules of certain of the Existing Notes, Biovest and each
Guarantor hereby: 
 a. represents and warrants to Agent and each Creditor Party that it has reviewed and approved the terms and provisions of
the Amendment and the documents, instruments and agreements entered into in connection therewith; 
 b. acknowledges, ratifies and confirms
that all of the terms, conditions, representations and covenants contained in each of the Existing Loan Agreements are in full force and effect and shall remain in full force and effect after giving effect to the execution and effectiveness of the
Amendment; 
  

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 c. represents and warrants that no offsets, counterclaims or defenses exist as of the date hereof with
respect to any of the undersigned’s obligations under any Existing Loan Agreements; 
 d. acknowledges, ratifies and confirms:
(i) the grant by Biovest and each Subsidiary Guarantor to Agent and each Creditor Party of a security interest in the assets of (including the equity interests owned by) Biovest and each Subsidiary Guarantor, respectively, as more specifically
set forth in the Existing Loan Agreements, as applicable (the “Security Interest Grants”), (ii) that the Security Interest Grants secure all the Obligations (as defined in the Existing Loan Agreements), including, without
limitation, all obligations owing under and in respect of the Amendment and the Additional Interest Notes (as defined in the Amendment), and (iii) to the extent not otherwise granted under the Existing Loan Agreements, Biovest and each
Subsidiary Guarantor hereby assigns, pledges and grants to Agent and each Creditor Party a continuing security interest in all Collateral (as defined in the Existing Loan Agreements), whether now owned or existing or hereafter acquired or arising
and where-so-ever located to secure all the Obligations (as defined in the Existing Loan Agreements), including, without limitation, all obligations owing under and in respect of the Amendment, the Additional Interest Notes (as defined in the
Amendment) and all instruments documents and agreements executed in connection therewith; 
 e. acknowledges and confirms that a breach by
Biovest under the Amendment shall constitute an Event of Default under the Existing Loan Agreements; and 
 f. releases, remises, acquits and
forever discharges Agent and each Creditor Party and Agent’s and each Creditor Party’s employees, agents, representatives, consultants, attorneys, fiduciaries, officers, directors, partners, predecessors, successors and assigns, subsidiary
corporations, parent corporations, and related corporate divisions (all of the foregoing hereinafter called the “Released Parties”), from any and all actions and causes of action, judgments, executions, suits, debts, claims,
demands, liabilities, obligations, damages and expenses of any and every character, known or unknown, direct and/or indirect, at law or in equity, of whatsoever kind or nature, for or because of any matter or things done, omitted or suffered to be
done by any of the Released Parties in any way directly or indirectly arising out of or in any way connected to this Reaffirmation and Ratification Agreement, the Existing Loan Agreements, the Amendment, the Additional Interest Notes (as defined in
the Amendment) and any other document, instrument or agreement made by the undersigned in favor of Agent or any Creditor Party, in each case arising prior to and including the date of execution hereof. 
 This letter agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to the conflicts of law
provisions thereof. This letter agreement may be executed by the parties hereto in one or more counterparts, each of which shall be deemed an original and all of which when taken together shall constitute one and the same agreement. Any signature
delivered by a party by facsimile or electronic transmission shall be deemed to be an original signature hereto. 
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 IN WITNESS WHEREOF, the undersigned have executed this Reaffirmation and Ratification Agreement on the
date first written above. 
  

			
	BIOVEST INTERNATIONAL, INC.
		
	By:	 	 /s/ Steven Arikian

	Name:	 	Steven Arikian, M.D.
	Title:	 	Chairman & CEO
	
	BIOVAX, INC., as a Subsidiary Guarantor
		
	By:	 	 /s/ Steven Arikian

	Name:	 	Steven Arikian, M.D.
	Title:	 	Chairman & CEO
	
	AUTOVAXID, INC., as a Subsidiary Guarantor
		
	By:	 	 /s/ Steven Arikian

	Name:	 	Steven Arikian, M.D.
	Title:	 	Chairman & CEO
	
	BIOLENDER, LLC, as a Subsidiary Guarantor
		
	By:	 	 /s/ Steven Arikian

	Name:	 	Steven Arikian, M.D.
	Title:	 	Chairman & CEO of Biovest International, Inc. - Sole Member
	
	BIOLENDER II, LLC, as a Subsidiary Guarantor
		
	By:	 	 /s/ Steven Arikian

	Name:	 	Steven Arikian, M.D.
	Title:	 	Chairman & CEO of Biovest International, Inc. - Sole Member










									
		 		 		 	 ACCENTIA BIOPHARMACEUTICALS, INC.,
 as Parent Guarantor

					
		 		 		 	By:	 	 /s/ James A. McNulty

		 		 		 	Name:	 	James A. McNulty, CPA
		 		 		 	Title:	 	Secretary/Treasurer
				
		 		 		 	REVIMMUNE LLC, as Limited Guarantor
					
		 		 		 	By:	 	 /s/ Francis E. O’Donnell, Jr.

		 		 		 	Name:	 	Francis E. O’Donnell, Jr., M.D.
		 		 		 	Title:	 	Manager
				
	Acknowledged and Agreed to by:	 		 		 	
				
	 LV ADMINISTRATIVE SERVICES, INC.,
 as
Agent
	 		 		 	
					
	By:	 	 /s/ Patrick Regan
	 		 		 	
	Name:	 	Patrick Regan	 		 		 	
	Title:	 	Authorized Signatory	 		 		 	
				
	VALENS OFFSHORE SPV II, CORP.	 		 		 	
					
	By:	 	 Valens Capital Management, LLC,
 its investment
manager
	 		 		 	
					
	By:	 	 /s/ Patrick Regan
	 		 		 	
	Name:	 	Patrick Regan	 		 		 	
	Title:	 	Authorized Signatory	 		 		 	
				
	VALENS OFFSHORE SPV I, LTD.	 		 		 	
					
	By:	 	 Valens Capital Management, LLC,
 its investment
manager
	 		 		 	
					
	By:	 	 /s/ Patrick Regan
	 		 		 	
	Name:	 	Patrick Regan	 		 		 	
	Title:	 	Authorized Signatory	 		 		 	









			
	VALENS U.S. SPV I, LLC
		
	By:	 	 Valens Capital Management, LLC,
 its investment
manager

		
	By:	 	 /s/ Patrick Regan

	Name:	 	Patrick Regan
	Title:	 	Authorized Signatory
	
	PSOURCE STRUCTURED DEBT LIMITED
		
	By:	 	 /s/ Soondra Apparoo

	Name:	 	Soondra Apparoo
	Title:	 	 Authorized Signatory

	
	LAURUS MASTER FUND, LTD.
		
	By:	 	 Laurus Capital Management, LLC,
 its investment
manager

		
	By:	 	 /s/ Patrick Regan

	Name:	 	Patrick Regan
	Title:	 	Authorized Signatory