Biovest International Inc Sample Contracts

EXHIBIT 3 ESCROW AGREEMENT
Escrow Agreement • June 24th, 2003 • Biovest International Inc • Pharmaceutical preparations • New York
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REGISTRATION RIGHTS AGREEMENT
Registration Rights Agreement • October 11th, 2006 • Biovest International Inc • Pharmaceutical preparations

This Registration Rights Agreement (this “Agreement”) is made and entered into as of September 29, 2006, among Biovest International, Inc., a Delaware corporation (the “Company”) and the several purchasers signatory hereto (each such purchaser, a “Purchaser” and, collectively, the “Purchasers”).

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • September 26th, 2008 • Biovest International Inc • Pharmaceutical preparations • New York

This Securities Purchase Agreement (this “Agreement”) is dated as of September 19, 2008, between Biovest International, Inc., a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively, the “Purchasers”).

BIOVEST INTERNATIONAL, INC. INCENTIVE STOCK OPTION AGREEMENT
Incentive Stock Option Agreement • February 21st, 2006 • Biovest International Inc • Pharmaceutical preparations • New York

This Incentive Stock Option Agreement (this “Agreement”) is effective as of February 10, 2006, (the “Option Grant Date”) between BIOVEST INTERNATIONAL, INC., a Delaware corporation (the “Company”), and David Moser (the “Optionee”).

AGREEMENT
Agreement • June 24th, 2003 • Biovest International Inc • Pharmaceutical preparations • Florida
EXHIBIT 1 Investment AGREEMENT
Investment Agreement • June 24th, 2003 • Biovest International Inc • Pharmaceutical preparations • Delaware
CONTINGENT PAYMENT AGREEMENT BETWEEN BIOVEST INTERNATIONAL, INC. AND CORPS REAL, LLC
Contingent Payment Agreement • December 27th, 2013 • Biovest International Inc • Pharmaceutical preparations • Delaware

This Contingent Payment Agreement (this “Agreement”) is made as of August 2, 2013 (the “Effective Date”), by and between BIOVEST INTERNATIONAL, INC., a Delaware corporation (“Biovest”), and CORPS REAL, LLC, an Illinois limited liability company (“Company”). Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed to such terms in the Security Agreement (as defined below).

SUBSIDIARY GUARANTY
Subsidiary Guaranty • April 6th, 2006 • Biovest International Inc • Pharmaceutical preparations • New York

FOR VALUE RECEIVED, and in consideration of note purchases from, or credit otherwise extended or to be extended by Laurus Master Fund, Ltd. (“Laurus”) to or for the account of Biovest International, Inc., a Delaware corporation (the “Company”), from time to time and at any time and for other good and valuable consideration and to induce Laurus, in its discretion, to purchase such notes or make other extensions of credit and to make or grant such renewals, extensions, releases of collateral or relinquishments of legal rights as Laurus may deem advisable, each of the undersigned (and each of them if more than one, the liability under this Guaranty being joint and several) (jointly and severally referred to as “Guarantors “ or “the undersigned”) unconditionally guaranties to Laurus, its successors, endorsees and assigns the prompt payment when due (whether by acceleration or otherwise) of all present and future obligations and liabilities of any and all kinds of the Company to Laurus and

STOCK PLEDGE AGREEMENT
Stock Pledge Agreement • February 11th, 2011 • Biovest International Inc • Pharmaceutical preparations • New York

THIS STOCK PLEDGE AGREEMENT (this “Agreement”), dated as of November 17, 2010, by and between LV Administrative Services, Inc., as Administrative and Collateral Agent for the Lenders (the “Pledgee”), and Accentia Biopharmaceuticals, Inc., a Florida corporation (the “Pledgor”).

NOTE PURCHASE AGREEMENT VALENS OFFSHORE SPV II, CORP. and BIOVEST INTERNATIONAL, INC. Dated: December 10, 2007
Note Purchase Agreement • December 11th, 2007 • Biovest International Inc • Pharmaceutical preparations • New York

THIS NOTE PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of December 10, 2007, by and between BIOVEST INTERNATIONAL, INC., a Delaware corporation (the “Company”), and VALENS OFFSHORE SPV II, CORP., a Delaware corporation (the “Purchaser”).

MASTER SECURITY AGREEMENT
Master Security Agreement • November 2nd, 2007 • Biovest International Inc • Pharmaceutical preparations • New York
Biolender Purchase Agreement
Biolender Purchase Agreement • December 29th, 2006 • Biovest International Inc • Pharmaceutical preparations • Delaware

This Purchase Agreement (this “Agreement”) is dated as of October 31, 2006, is made by and between Biovest International, Inc., a Delaware corporation (“Biovest”) and Accentia Biopharmaceuticals, Inc. a Florida Corporation (“Accentia”).

Biovest International, Inc. EMPLOYMENT AGREEMENT
Employment Agreement • January 13th, 2004 • Biovest International Inc • Pharmaceutical preparations • Florida

THIS EMPLOYMENT AGREEMENT (“Agreement”) is made and entered into as of this 1st day of November, 2003, by and between Biovest International, Inc. (the “Company”) and Samuel S. Duffey (“Employee”).

ROYALTY AGREEMENT BETWEEN BIOVEST INTERNATIONAL, INC. AND ACCENTIA BIOPHARMACEUTICALS, INC.
Royalty Agreement • December 29th, 2006 • Biovest International Inc • Pharmaceutical preparations • Delaware

This Royalty Agreement (this “Agreement”) effective as of October 31, 2006, by and between BIOVEST INTERNATIONAL, INC., a Delaware corporation (“Biovest”) and ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation, (“Accentia”) (collectively the “Parties”).

AGREEMENT REGARDING CASHLESS WARRANT EXERCISE
Agreement Regarding Cashless Warrant Exercise • January 13th, 2006 • Biovest International Inc • Pharmaceutical preparations

THIS AGREEMENT dated as of July 28, 2005, by and between Biovest International, Inc. a Delaware corporation (“Biovest”) and Robert Dillon, who is the Holder of Warrants to purchase 87,500 shares of Biovest Common Stock (hereinafter “Holder”), is as follows:

AGREEMENT REGARDING CONVERSION OF PROMISSORY NOTE
Agreement • January 13th, 2006 • Biovest International Inc • Pharmaceutical preparations

THIS AGREEMENT dated as of July 29, 2005, by and between Biovest International, Inc. a Delaware corporation (“Biovest”) and Laury Pensa who is the Holder of Certain Convertible Promissory Note(s) convertible into Biovest Common Stock (hereinafter “Holder”), is as follows:

GUARANTY
Guaranty • May 2nd, 2006 • Biovest International Inc • Pharmaceutical preparations • Delaware

THIS GUARANTY (this “Guaranty”) is made as of the 25th day of April, 2006 by and among FRANCIS E. O’DONNELL, JR. (“O’Donnell”), KATHLEEN M. O’DONNELL, TRUSTEE OF THE FRANCIS E. O’DONNELL, JR. IRREVOCABLE TRUST (the “O’Donnell Trust”), DENNIS L. RYLL (“Ryll”), RONALD OSMAN (“Osman”), STEVEN J. STOGEL (“Stogel”), DONALD L. FURGERSON (“Furgerson”) and DONALD L. FURGERSON, TRUSTEE OF THE DONALD L. FURGERSON REVOCABLE TRUST (the “Furgerson Trust”) ( O’Donnell, the O’Donnell Trust, Ryll, Osman, Stogel, Furgerson and the Furgerson Trust, whether one or more, hereinafter called “Individual Guarantor” in the singular), BIOVEST INTERNATIONAL, INC., a Delaware corporation (“Biovest”), ACCENTIA BIOPHARMACEUTICALS, INC. (“Accentia”) (Biovest and the Individual Guarantors, whether one or more, hereinafter called “Guarantor” in the singular) to and for the benefit of U.S. BANCORP COMMUNITY INVESTMENT CORPORATION, a Delaware corporation (“USB”), and with respect to the guaranty set forth in Section 2B

SECURITIES PURCHASE AGREEMENT
Securities Purchase Agreement • October 25th, 2010 • Biovest International Inc • Pharmaceutical preparations • Florida

conversion or exercise of securities of the Company, including the SPA Warrants, by the Holder and its affiliates since the date as of which such number of outstanding shares of Common Stock was reported. By written notice to the Company, the Holder may from time to time increase or decrease the Maximum Percentage to any other percentage not in excess of 9.99% specified in such notice; provided that (i) any such increase will not be effective until the sixty-first (61st) day after such notice is delivered to the Company, and (ii) any such increase or decrease will apply only to the Holder and not to any other holder of SPA Warrants. The provisions of this paragraph shall be construed and implemented in a manner otherwise than in strict conformity with the terms of this Section 1(f) to correct this paragraph (or any portion hereof) which may be defective or inconsistent with the intended beneficial ownership limitation herein contained or to make changes or supplements necessary or desi

TERMINATION AGREEMENT BETWEEN BIOVEST INTERNATIONAL, INC. AND ACCENTIA BIOPHARMACEUTICALS, INC.
Termination Agreement • December 29th, 2006 • Biovest International Inc • Pharmaceutical preparations • Delaware

This Termination Agreement (this “Termination Agreement”) effective as of October 31, 2006, by and between BIOVEST INTERNATIONAL, INC., a Delaware corporation (“BIOVEST”) and ACCENTIA BIOPHARMACEUTICALS, INC., f/k/a Accentia, Inc., a Florida corporation, (“ACCENTIA”) (collectively the “Parties”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 2nd, 2006 • Biovest International Inc • Pharmaceutical preparations

THIS AGREEMENT, made on this 25th day of April, 2006, by and between Biovest International, Inc. (“BioVest”), a Delaware corporation with a place of business at 324 S. Hyde Park Ave., Suite 350, Tampa FL 33606, and Ronald Osman (“Guarantor”) is as follows:

ROYALTY TERMINATION AGREEMENT
Royalty Termination Agreement • February 11th, 2011 • Biovest International Inc • Pharmaceutical preparations • Florida

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”).

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CONSENT
Consent • December 29th, 2006 • Biovest International Inc • Pharmaceutical preparations

This Consent (the “Consent”), dated as of October 31, 2006, is entered into by and among Accentia Biopharmaceuticals, Inc., a Florida corporation (“Accentia”), Analytica International, Inc. (formerly The Analytica Group, Inc.), a Florida corporation (“Analytica”), Biolender, LLC, a Delaware limited liability company (“Biolender”), TEAMM Pharmaceuticals, Inc., a Florida corporation (“TEAMM” and together with Accentia, Analytica, TEAMM and Biolender, the “Accentia Credit Parties” and each, an “Accentia Credit Party”), and Laurus Master Fund, Ltd., a Cayman Islands company (“Laurus”), in connection with (i) that certain Note and Warrant Purchase Agreement (as amended, modified or supplemented from time to time, the “Purchase Agreement” and, together with the Related Agreements and Security Documents, each as defined therein, the “Biovest Funding Documents”), dated as of March 31, 2006, by and between Biovest International, Inc., a Delaware corporation (“Biovest”, together with the Accenti

VALENS OFFSHORE SPV II, CORP. c/o Valens Capital Management, LLC
Biovest International Inc • February 6th, 2008 • Pharmaceutical preparations • New York

Reference is made to the Royalty Agreement dated as of October 29, 2007 (as amended, modified or supplemented from time to time, the “Royalty Agreement”), by and between Biovest International, Inc. (the “Company”) and Valens Offshore SPV II, Corp. (“Valens Offshore”). Capitalized terms used herein that are not defined shall have the meaning given to them in the Royalty Agreement.

FUNDS ESCROW AGREEMENT
Funds Escrow Agreement • November 2nd, 2007 • Biovest International Inc • Pharmaceutical preparations • New York

This Funds Escrow Agreement (this “Agreement”) is dated as of the 30th day of October 2007 among BIOVEST INTERNATIONAL, INC., a Delaware corporation (the “Company”), VALENS OFFSHORE SPV II, CORP. (the “Purchaser”), and Loeb & Loeb LLP (the “Escrow Agent”):

ROYALTY AGREEMENT BETWEEN BIOVEST INTERNATIONAL, INC. AND VALENS OFFSHORE SPV II, CORP.
Royalty Agreement • December 11th, 2007 • Biovest International Inc • Pharmaceutical preparations • Delaware

This Royalty Agreement (this “Agreement”) effective as of December 10, 2007, by and between BIOVEST INTERNATIONAL, INC., a Delaware corporation (“Biovest”) and VALENS OFFSHORE SPV II, CORP. (“Valens Offshore”) (collectively the “Parties”).

AGREEMENT REGARDING CASHLESS WARRANT EXERCISE
Agreement Regarding Cashless Warrant Exercise • January 13th, 2006 • Biovest International Inc • Pharmaceutical preparations

THIS AGREEMENT dated as of July 28, 2005, by and between Biovest International, Inc. a Delaware corporation (“Biovest”) and Fay Logan and Helen Logan, who are the Holders of Warrants to purchase 12,500 shares of Biovest Common Stock (hereinafter “Holder”), is as follows:

AGREEMENT REGARDING CASHLESS WARRANT EXERCISE
Agreement Regarding Cashless Warrant Exercise • January 13th, 2006 • Biovest International Inc • Pharmaceutical preparations

THIS AGREEMENT dated as of July 28, 2005, by and between Biovest International, Inc. a Delaware corporation (“Biovest”) and Christopher Kyriakides, who is the Holder of Warrants to purchase 2,600,000 shares of Biovest Common Stock (hereinafter “Holder”), is as follows:

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 14th, 2006 • Biovest International Inc • Pharmaceutical preparations

THIS AGREEMENT, made on this 8th day of December, 2006, by and between Biovest International, Inc. (“Biovest”), a Delaware corporation with a place of business at 324 S. Hyde Park Ave., Suite 350, Tampa, FL 33606, and Steven Arikian, with an address of 151 Beach 147th, Neponsit, NY 11694, (“Guarantor”) is as follows:

MASTER SERVICES AGREEMENT
Master Services Agreement • October 4th, 2004 • Biovest International Inc • Pharmaceutical preparations • North Carolina

This Master Services Agreement (the “Agreement”) is made this 30th day of September, 2004 (the “Effective Date”), by and between PPD Development, LP, a Texas limited partnership, with its principal executive offices located at 3151 South 17th Street, Wilmington, North Carolina 28412 (“PPD”) and BioVest International, Inc., a Delaware corporation with its principal executive offices located at 8500 Evergreen Blvd. Minneapolis, Minnesota 55433 (“Sponsor”).

RESIGNATION SETTLEMENT
Resignation Settlement • February 11th, 2011 • Biovest International Inc • Pharmaceutical preparations • Florida

This Resignation Settlement (this “Agreement”), effective as of December 31, 2010 (“Effective Date”), is executed by BIOVEST INTERNATIONAL, INC. (“Company”), a Delaware Corporation, and ALAN M. PEARCE, (“Pearce”), residing at 13766 E. Yucca Street, Scottsdale, AZ, 85259, to record their following agreement:

SECURITY AGREEMENT
Security Agreement • May 13th, 2011 • Biovest International Inc • Pharmaceutical preparations • Minnesota

This security agreement (the “Security Agreement”) is made and given as of this 7th day of December, 2010, by Biovest International, Inc., a Delaware corporation with a place of business at 8500 Evergreen Boulevard NW, Coon Rapids, MN 55433 (the “Borrower”) in favor of THE ECONOMIC DEVELOPMENT AUTHORITY IN AND FOR THE CITY OF COON RAPIDS, a municipal corporation under the laws of Minnesota, with its offices at 11155 Robinson Drive, Coon Rapids, Minnesota, 55433, and its endorsees, successors and assigns (the “Lender”).

INDEMNIFICATION AGREEMENT
Indemnification Agreement • May 2nd, 2006 • Biovest International Inc • Pharmaceutical preparations

THIS AGREEMENT, made on this 25th day of April, 2006, by and between Biovest International, Inc. (“BioVest”), a Delaware corporation with a place of business at 324 S. Hyde Park Ave., Suite 350, Tampa FL 33606, and Francis O’Donnell (“Guarantor”) is as follows:

INDEMNIFICATION AGREEMENT
Indemnification Agreement • December 14th, 2006 • Biovest International Inc • Pharmaceutical preparations

THIS AGREEMENT, made on this 8th day of December, 2006, by and between Biovest International, Inc. (“Biovest”), a Delaware corporation with a place of business at 324 S. Hyde Park Ave., Suite 350, Tampa FL 33606, and Ronald E. Osman, with an address of 1602 West Kimmel Street, Marion, IL 62959, (“Guarantor”) is as follows:

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