Royalty Termination Agreement



 Exhibit 10.57 
 ROYALTY TERMINATION AGREEMENT 
 THIS ROYALTY TERMINATION
AGREEMENT (this “Agreement”) is made as of November 17, 2010, by and between BIOVEST INTERNATIONAL, INC., a Delaware corporation (“Biovest”), and ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation
(“Accentia”). 
 RECITALS 
 WHEREAS, pursuant to that certain Royalty Agreement dated as of October 31, 2006, as amended by a letter agreement dated February 5, 2008 (the “Royalty Agreement”), by
and between Biovest and Accentia, Biovest granted to Accentia a royalty equal to nineteen and one-half percent (19.5%) of net sales and licensing revenue received by Biovest from any Biovest Biologic Products (the “Royalty”);

 WHEREAS, pursuant to that certain Term Loan and Security Agreement (the “Security Agreement”) dated
as of November 17, 2010, by and among Biovest, the Lenders party thereto and Agent, the parties hereto, in consideration for the acceptance by certain of the Prepetition Lenders of the allowed secured claims against Biovest as provided therein
and other consideration, have agreed, among other things, to the termination of the Royalty Agreement and the Royalty; and 

WHEREAS, pursuant to the terms and conditions of the Security Agreement and the Confirmed Plan, Biovest and Accentia hereby desire
to terminate the Royalty Agreement and the Royalty effective as of the date of this Agreement. 
 NOW, THEREFORE, for
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows: 
 1. Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Security Agreement. 
 2. The parties hereto agree that the above Recitals are true and correct in all respects. 
 3. The parties hereto hereby consent to the termination of the Royalty Agreement and the Royalty (and all of the rights and obligations created thereunder) effective as of the date of this Agreement.

 4. Accentia hereby acknowledges and agrees that it shall have no claims of any nature whatsoever against Biovest as a result
of the termination of the Royalty Agreement and the Royalty. 
 5. This Agreement shall be binding upon the parties hereto and
their respective successors and assigns. The parties hereto agree that this Agreement is fully and adequately supported by consideration, is fair and reasonable, and that they have had the opportunity to discuss this matter with counsel of their
choice. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together shall be deemed to constitute one agreement. It is understood and agreed that if facsimile copies of this
Agreement bearing facsimile signatures are exchanged between the parties hereto, such copies shall in all respects have the same weight, force and legal effect and shall be fully as valid, binding, and enforceable as if such signed facsimile copies
were original documents bearing original signature. 

  
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 6. THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED, INTERPRETED AND ENFORCED ACCORDING
TO, THE LAWS OF THE STATE OF FLORIDA, WITHOUT REGARD TO PRINCIPLES OF CONFLICT OF LAWS PROVISIONS THEREOF. ANY ACTION BROUGHT CONCERNING THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT SHALL BE BROUGHT ONLY IN THE STATE COURTS OF FLORIDA OR IN THE
FEDERAL COURTS LOCATED IN THE STATE OF FLORIDA. The prevailing party shall be entitled to recover from the other party its reasonable attorneys’ fees and costs. Wherever possible each provision of this Agreement shall be interpreted in such
manner as to be effective and valid under applicable law, but if any provision of this Agreement shall be prohibited by or invalid under such law, such provision shall be ineffective to the extent of such prohibition or invalidity, without
invalidating the remainder of such provision or the remaining provisions of this Agreement. 
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 IN WITNESS WHEREOF, the undersigned have executed this Royalty Termination Agreement
as of the date first above written. 
  

			
	BIOVEST INTERNATIONAL, INC.
		
	By:	 	 /s/ David Moser

	Name:	 	David Moser
	Title:	 	Secretary
	
	ACCENTIA BIOPHARMACEUTICALS, INC.
		
	By:	 	 /s/ Samuel S. Duffey

	Name:	 	Samuel S. Duffey
	Title:	 	President
	
	ACCEPTED AND AGREED:
	
	LV ADMINISTRATIVE SERVICES, INC.
		
	By:	 	 /s/ Patrick Regan

	Name: Patrick Regan
	Title: Authorized Signatory
	
	LAURUS MASTER FUND, LTD. (IN LIQUIDATION)
		
	By:	 	 /s/ Russell Smith

	Name: Russell Smith
	Title: Joint Official Liquidator (with no personal liability)
	
	VALENS U.S. SPV I, LLC
		
	By:	 	 /s/ Patrick Regan

	Name: Patrick Regan
	Title: Authorized Signatory
	
	VALENS OFFSHORE SPV I, LTD.
		
	By:	 	 /s/ Patrick Regan

	Name: Patrick Regan
	Title: Authorized Signatory
	
	VALENS OFFSHORE SPV II, CORP.
		
	By:	 	 /s/ Patrick Regan

	Name: Patrick Regan
	Title: Authorized Signatory









 
			
	PSOURCE STRUCTURED DEBT LIMITED
	By: PSource Capital Ltd., It’s Investment Consultant
		
	By:	 	 /s/ Charles Lews

	Name: Charles Lews
	Title: Authorized Signatory