Grant of Security Interest Agmt



 Exhibit 10.14 
 GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY 

THIS GRANT OF SECURITY INTEREST IN INTELLECTUAL PROPERTY is made as of November 17, 2010 (as amended,
restated, supplemented and/or modified from time to time, this “Grant”), by ANALYTICA INTERNATIONAL, INC., a Florida corporation (the “Grantor”) in favor of LV ADMINISTRATIVE SERVICES, INC., a Delaware corporation,
as administrative and collateral agent for the Lenders (the “Secured Party”). 
 W I T N E S S E T H

 WHEREAS, as of the date hereof, and pursuant to that certain Term Loan and Security Agreement
dated as of November 17, 2010 (as amended, restated, supplemented and/or modified from time to time, the “Security Agreement”) by and among Accentia Biopharmaceuticals, Inc. (“Accentia”), the Lenders party
thereto and the Secured Party, Accentia has made and delivered to the Lenders certain Secured Term Notes in an aggregate principal amount of $8,800,000 (the “Term Notes”); 

WHEREAS, pursuant to that certain Guaranty dated the date hereof, Grantor has guaranteed the obligations of
Accentia under the Term Notes (the “Guaranty”); 
 WHEREAS, the Grantor shall derive
substantial benefit from the financial accommodations provided to Accentia under the Term Notes; 

WHEREAS, the Grantor (1) has adopted, used and is using the trademarks reflected in the trademark
registrations and trademark applications in the United States Patent and Trademark Office more particularly described on Schedule 1 annexed hereto as part hereof (the “Trademarks”), (2) has registered or applied for
registration in the United States Patent and Trademark Office of the patents more particularly described on Schedule 2 annexed hereto as part hereof (the “Patents”), (3) has adopted, used and is using the copyrights and
copyright licenses (whether registered or unregistered with the United States Copyright Office) more particularly described on Schedule 3 annexed hereto as part hereof (the “Copyrights”), and (4) has adopted, used and is
using all other intellectual property not covered by the foregoing, including any and all of the following: (i) patents, (ii) trademarks, (iii) copyrights, (iv) patent licenses, (v) copyright licenses, (vi) trade
secrets, (vii) all intellectual property rights in or to software, databases and data collections, (viii) know how, and (ix) all domain names, together with all registrations and applications for registration for any of the foregoing
(the “Miscellaneous Property” and collectively with the Trademarks, Patents and Copyrights, the “Intellectual Property”); and 
 WHEREAS, the Grantor wishes to confirm its grant to the Secured Party of a security interest in all right, title and interest of the Grantor in and to the Intellectual Property, and all proceeds
thereof, together with the business as well as the goodwill of the business symbolized by, or related or pertaining to the Intellectual Property, and the customer lists and records related to the Intellectual Property and all causes of action which
may exist by reason of infringement of any of the Intellectual Property (collectively, the “Collateral”), to secure the satisfaction and discharge of all of Accentia’s obligations under the Term Notes and the Grantor’s
obligations under its Guaranty (collectively, the “Grantor Obligations”). 







 NOW, THEREFORE, for good and valuable consideration, receipt of which is
hereby acknowledged: 
 1. Capitalized terms used in this Grant but not otherwise defined herein shall have the
meanings ascribed to them in the Security Agreement or the Term Notes, as applicable. 
 2. The Grantor does
hereby grant to the Secured Party a security interest in the Collateral to secure the full and prompt payment, performance and observance of the Grantor Obligations. 

3. The Grantor agrees to perform, so long as the Security Agreement, Term Notes and Guaranty are in effect, all acts
deemed necessary or desirable by the Secured Party to permit and assist it, at the Grantor’s expense, in obtaining and enforcing the Intellectual Property in any and all countries. Such acts may include, but are not limited to, execution of
documents and assistance or cooperation in legal proceedings. The Grantor hereby appoints the Secured Party as the Grantor’s attorney-in-fact to execute and file any and all agreements, instruments, documents and papers as the Secured Party may
determine to be necessary or desirable to evidence the Secured Party’s security interest in the Intellectual Property or any other element of the Collateral, all acts of such attorney-in-fact being hereby ratified and confirmed. 

4. The Grantor acknowledges and affirms that the rights and remedies of the Secured Party with respect to the security
interest in the Collateral granted hereby are more fully set forth in the Security Agreement, the Term Notes and the Guaranty, and the rights and remedies set forth herein are without prejudice to, and are in addition to, those set forth in the
Security Agreement, the Term Notes and the Guaranty. In the event that any provisions of this Grant are deemed to conflict with the Security Agreement, the Term Notes or the Guaranty, the provisions of the Security Agreement, the Term Notes or the
Guaranty, as applicable, shall govern. 
 5. The Grantor hereby authorizes the Secured Party to file all such
financing statements or other instruments to the extent required by the UCC and agrees to execute all such other documents, agreements and instruments as may be required or deemed necessary by the Secured Party, in each case for purposes of
effecting or continuing Secured Party’s security interest in the Collateral. 
 6. This Grant may be
executed in any number of counterparts, each of which shall be an original, but all of which shall constitute one instrument. It is understood and agreed that if facsimile copies of this Grant 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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 IN WITNESS WHEREOF, the undersigned have caused this Grant of Security Interest in
Intellectual Property to be executed as of the day and year first above written. 
  

			
	ANALYTICA INTERNATIONAL, 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








 SCHEDULE 1 
 Trademarks 
 None 







 SCHEDULE 2 
 Patents 
 None 







 SCHEDULE 3 
 Copyrights 
 None