Grant of Security Interest Agmt



 Exhibit 10.15 
 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 ACCENTIA BIOPHARMACEUTICALS, 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 Grantor, the Lenders party thereto and the Secured Party, Grantor 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 the Security Agreement, Grantor has granted a security interest and lien on all of its assets to the Lenders; 

WHEREAS, the Grantor (1) has adopted, used, is using, or intends to use the trademarks reflected in the
trademark registrations and trademark applications more particularly described on Schedule 1 (whether registered or unregistered with the United States Patent and Trademark Office) 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 Grantor’s obligations under the Security Agreement and the Term Notes (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 and Term Notes 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 and the Term Notes, and the rights and remedies set forth herein are without prejudice to, and are in addition to, those set forth in the Security Agreement
and the Term Notes. In the event that any provisions of this Grant are deemed to conflict with the Security Agreement or the Term Notes, the provisions of the Security Agreement or the Term Notes, 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. 
 [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 







 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. 
  

			
	ACCENTIA BIOPHARMACEUTICALS, INC.
		
	By:	 	 /s/ Samuel S.
Duffey




			
	 Name:
 Title:
	 	 Samuel S. Duffey
 President



  

			
	 ACCEPTED and AGREED:

	
	 LV ADMINISTRATIVE SERVICES, INC.

		
	By:	 	 /s/ Patrick
Regan



			
	 Name:
 Title:
	 	 Patrick Regan

Authorized Signatory









 SCHEDULE 1 
 Trademarks 
  

													
	Accentia Biopharmaceuticals	  	AU	  	 ACCENTIA BIOPHARMACEUTICALS

and Design (Classes 5, 9, 10, 35, 42)
	  	1092275	  	12/21/05	  	1092275	  	12/21/05
	Accentia Biopharmaceuticals	  	EU	  	 ACCENTIA BIOPHARMACEUTICALS

and Design (Classes 5 and 10)
	  	004805214	  	01/22/09	  	004805214	  	12/23/05
	Accentia Biopharmaceuticals	  	AU	  	 ACCENTIA BIOPHARMACEUTICALS

(Classes 5, 9, 10, 35, 42)
	  	1092274	  	12/21/05	  	1092274	  	12/21/05
	Accentia Biopharmaceuticals	  	EU	  	 ACCENTIA BIOPHARMACEUTICALS

(Classes 5, 10, 35)
	  	004805206	  	12/23/05	  	004805206	  	12/23/05
	Accentia Biopharmaceuticals	  	AU	  	 “A” DESIGN ONLY MARK
 (Classes 5, 9, 10, 35, 42)
	  	1092276	  	12/21/05	  	1092276	  	12/21/05
	Accentia Biopharmaceuticals	  	EU	  	 “A” DESIGN ONLY MARK
 (Classes 5, 9, 10, 35, 42)
	  	004805222	  	12/23/05	  	004805222	  	12/23/05








 SCHEDULE 2 
 Patents 
 Revimmune: 

 

							
	Country	    	Patent	  	Serial No.	  	Filing Date
	United States	    	 Cyclophosphamide in Combination
 with Anti-Idiotypic Vaccines
	  	12/818,380	  	06/18/2010
	United States	    	 Method of Identifying Patients
 Suitable for High-Dose
 Cyclophophamide Treatment
	  	12/827,773	  	06/30/2010
	United States	    	 Use of High-Dose Oxazaphosphorine
 Drugs in Combination with Monoclonal
 Antibodies for Treating Immune Disorders
	  	12/851,110	  	08/05/2010
	Australia	    	 Use of High-Dose Oxazaphosphorine
 Drugs for Treating Immune Disorders
	  	2006320162	  	12/04/2006
	Canada	    	 Use of High-Dose Oxazaphosphorine
 Drugs for Treating Immune Disorders
	  	2,631,760	  	12/04/2006
	Mexico	    	 Use of High-Dose Oxazaphosphorine
 Drugs for Treating Immune Disorders
	  	(not yet assigned)	  	12/04/2006
	Europe	    	 Use of High-Dose Oxazaphosphorine
 Drugs for Treating Immune Disorders
	  	06840105.8	  	12/04/2006
	United States	    	 Use of High-Dose Oxazaphosphorine
 Drugs for Treating Immune Disorders
	  	11/566,296	  	12/04/2006
	United States	    	 Use of High-Dose Oxazaphosphorine
 Drugs for Treating Immune Disorders
	  	12/777,729	  	05/11/2010
	United States	    	 Use of High-Dose Post-Transplantation
 Oxazaphosphorine Drugs for Reduction
 of Transplant Rejection
	  	12/841,854	  	07/22/2010
	United States	    	 Methods for Safe and Effective Treatment
 Using Oxazaphosphorine Drugs
	  	12/785,211	  	05/21/2010
	United States	    	 Methods for Providing a System of
 Care for an Oxazaphosphorine Drug Regimen
	  	12/785,224	  	05/21/2010
	United States	    	 Methods for Providing a System of Care
 for an Oxazaphosphorine Drug Regimen
	  	12/789,401	  	05/27/2010








 SCHEDULE 3 
 Copyrights 
 None