Exhibit 10.1
UNITED STATES BANKRUPTCY COURT
MIDDLE DISTRICT OF FLORIDA
TAMPA DIVISION
In re:
Chapter 11 BIOVEST INTERNATIONAL, INC.,
Case No.
8:08-bk-17796-KRM BIOVAX, INC.,
Case No. 8:08-bk-17803-KRM AUTOVAXID,
INC.,
Case No. 8:08-bk-17804-KRM BIOLENDER, LLC,
Case No.
8:08-bk-17805-KRM BIOLENDER II, LLC,
Case No. 8:08-bk-17806-KRM
Debtors.
/
FIRST AMENDED JOINT PLAN OF REORGANIZATION OF BIOVEST
INTERNATIONAL, INC., BIOVAX, INC., AUTOVAXID, INC., BIOLENDER, LLC, AND
BIOLENDER II, LLC UNDER CHAPTER 11 OF TITLE 11, UNITED STATES CODE
STICHTER, RIEDEL, BLAIN & PROSSER, P.A. Charles A. Postler (Florida Bar
No. 455318) 110 East Madison Street, Suite 200 Tampa, Florida 33602 Telephone:
(813) 229-0144 Facsimile:
(813) 229-1811 Email:

Counsel for Debtors and Debtors in Possession
Tampa, Florida
Dated as of August 16, 2010
PURSUANT TO SECTION 1125 OF TITLE 11 OF THE UNITED STATES CODE, NOTHING
CONTAINED IN THIS FIRST AMENDED JOINT PLAN OF REORGANIZATION (THE "PLAN") SHOULD
BE CONSTRUED AS CONSTITUTING A SOLICITATION OF ACCEPTANCES OF THE PLAN UNTIL
SUCH TIME AS THE DEBTORS' DISCLOSURE STATEMENT (AS DEFINED HEREIN) HAS BEEN
APPROVED BY AN ORDER OF THE UNITED STATES BANKRUPTCY COURT FOR THE MIDDLE
DISTRICT OF FLORIDA, TAMPA DIVISION, AND DISTRIBUTED, WITH APPROPRIATE BALLOTS
(INCLUDING THE BIOVEST STOCKHOLDER BALLOTS), TO ALL HOLDERS OF CLAIMS AGAINST
AND EQUITY INTERESTS IN THE DEBTORS ENTITLED TO VOTE ON THE PLAN. THE DEBTORS
RESERVE THE RIGHT TO FILE A SECOND AMENDED OR AN AMENDED AND RESTATED PLAN AND A
SECOND AMENDED OR AN AMENDED AND RESTATED DISCLOSURE STATEMENT FROM TIME TO TIME
HEREAFTER. REFERENCE IS MADE TO SUCH DISCLOSURE STATEMENT FOR A DISCUSSION OF
THE DEBTORS' HISTORY, BUSINESSES, PROPERTIES, AND OPERATIONS, THE PROJECTIONS
FOR THE DEBTORS' FUTURE OPERATIONS, A SUMMARY OF SIGNIFICANT EVENTS WHICH HAVE
OCCURRED TO DATE IN THE BANKRUPTCY CASES, A SUMMARY OF THE MEANS OF IMPLEMENTING
AND FUNDING THE PLAN, AND THE PROCEDURES FOR VOTING ON THE PLAN. ALL HOLDERS OF
CLAIMS AGAINST AND EQUITY INTERESTS IN THE DEBTORS ARE HEREBY ADVISED AND
ENCOURAGED TO READ THE DISCLOSURE STATEMENT AND THE PLAN IN THEIR ENTIRETY
BEFORE VOTING TO ACCEPT OR REJECT THE PLAN.
AS TO CONTESTED MATTERS, ADVERSARY PROCEEDINGS AND OTHER ACTIONS OR THREATENED
ACTIONS, THE PLAN AND THE DISCLOSURE STATEMENT SHALL NOT BE CONSTRUED AS AN
ADMISSION OR STIPULATION, BUT RATHER AS A STATEMENT MADE IN SETTLEMENT
NEGOTIATIONS.
ii
TABLE OF CONTENTS
ARTICLE 1
INTRODUCTION
1
ARTICLE 2
DEFINED TERMS; RULES OF CONSTRUCTION
3
2.1
Defined Terms
3
2.2
Rules of Construction
30
ARTICLE 3
TREATMENT OF ADMINISTRATIVE EXPENSE CLAIMS, PRIORITY TAX CLAIMS, AND DIP LOAN
CLAIMS
31
3.1
Administrative Expense Claims
31
3.2
Priority Tax Claims
32
3.3
DIP Loan Claims
32
ARTICLE 4
DESIGNATION OF CLASSES OF CLAIMS AND EQUITY INTERESTS
34
4.1
Class 1: Priority Claims
34
4.2
Class 2: Secured Claims and Other Claims of Laurus/Valens
34
4.3
Class 3: Secured Claims and Other Claims of Accentia
34
4.4
Class 4: Secured Claims and Other Claims of the 2008 Secured Debentures
Holders
35
4.5
Class 5: Secured Tax Claims of Governmental Units
35
4.6
Class 6: Other