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As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 12/19/11 Accentia Biopharmaceuticals Inc 10-K 9/30/11 53:7M Donnelley … Solutions/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 1.37M
2: EX-10.57 Royalty Termination Agreement HTML 26K
3: EX-10.58 Class 4 Plan Promissory Note HTML 33K
4: EX-10.59 Stock Pledge Agreement HTML 68K
5: EX-10.60 Asset Purchase Agreement HTML 314K
6: EX-10.61 Agreement HTML 30K
7: EX-10.62 Loan Security Termination Agreement HTML 37K
8: EX-10.63 Loan Prepayment, Modification and Security HTML 40K
Termination Agreement
9: EX-10.64 Amended and Restated Secured Term Note HTML 58K
10: EX-10.65 Amended and Restated Secured Term Note HTML 58K
11: EX-10.66 Amended and Restated Secured Term Note HTML 58K
12: EX-10.67 Amended and Restated Secured Term Note HTML 58K
13: EX-21 Subsidiaries of Accentia HTML 14K
14: EX-31.1 Certification -- §302 - SOA'02 HTML 22K
15: EX-31.2 Certification -- §302 - SOA'02 HTML 22K
16: EX-32.1 Certification -- §906 - SOA'02 HTML 16K
17: EX-32.2 Certification -- §906 - SOA'02 HTML 16K
36: R1 Document And Entity Information HTML 45K
29: R2 Consolidated Balance Sheets HTML 182K
34: R3 Consolidated Balance Sheets (Parenthetical) HTML 49K
38: R4 Consolidated Statements Of Operations HTML 129K
49: R5 Consolidated Statements Of Stockholders' Deficit HTML 123K
30: R6 Consolidated Statements Of Cash Flows HTML 216K
33: R7 Company Overview And Summary Of Significant HTML 84K
Accounting Policies
27: R8 Liquidity And Management's Plans HTML 103K
25: R9 Discontinued Operations HTML 52K
50: R10 Inventories HTML 25K
40: R11 Unbilled Receivables And Unearned Revenues HTML 32K
39: R12 Intangible Assets HTML 39K
44: R13 Furniture, Equipment And Leasehold Improvements HTML 31K
45: R14 Reserve For Unresolved Claims HTML 18K
43: R15 Note Payable HTML 18K
46: R16 Convertible Long-Term Debt HTML 98K
35: R17 Other Long-Term Debt HTML 73K
37: R18 Derivative Liabilities HTML 65K
42: R19 Related Party Transactions HTML 51K
53: R20 Liabilities Subject To Compromise HTML 35K
47: R21 Income Taxes HTML 55K
31: R22 Stockholders' Equity HTML 98K
41: R23 Employee Benefit Plan HTML 21K
32: R24 Commitments And Contingencies HTML 59K
24: R25 Variable Interest Entities HTML 27K
48: R26 Pro Forma Results HTML 21K
51: R27 Subsequent Events HTML 32K
52: XML IDEA XML File -- Filing Summary XML 56K
26: EXCEL IDEA Workbook of Financial Reports (.xls) XLS 698K
18: EX-101.INS XBRL Instance -- abpi-20110930 XML 868K
20: EX-101.CAL XBRL Calculations -- abpi-20110930_cal XML 158K
21: EX-101.DEF XBRL Definitions -- abpi-20110930_def XML 62K
22: EX-101.LAB XBRL Labels -- abpi-20110930_lab XML 582K
23: EX-101.PRE XBRL Presentations -- abpi-20110930_pre XML 353K
19: EX-101.SCH XBRL Schema -- abpi-20110930 XSD 77K
28: ZIP XBRL Zipped Folder -- 0001193125-11-345824-xbrl Zip 107K
| 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.
[remainder of page intentionally left blank]
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 | ||
| This ‘10-K’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 12/19/11 | |||
| For Period end: | 9/30/11 | |||
| 11/17/10 | 8-K | |||
| 2/5/08 | ||||
| 10/31/06 | 8-K | |||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/14/12 SEC UPLOAD¶ 10/20/17 1:47K Accentia Biopharmaceuticals Inc. 3/07/12 SEC UPLOAD¶ 10/20/17 1:58K Accentia Biopharmaceuticals Inc. |