Asset Purchase Agreement Dated April 18, 2006

Exhibit 10.16

ASSET PURCHASE AND SALE AGREEMENT

THIS ASSET PURCHASE AND SALE AGREEMENT (this " Agreement" ) is made as of April 18, 2006 (the " Effective Date" ) by and between Biovest International, Inc., a Delaware (USA) corporation, with its offices located at 324 S. Hyde Park Avenue Suite 350, Tampa FL 33606 (" Biovest" ), and Biovax, Inc., a Florida corporation with offices located at 377 Plantation St. Worcester, Massachusetts 01605 (" Biovax." and together with Biovest, collectively, the " Parties," and, individually, a " Party." ),

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Background

WHEREAS, Biovest owns certain assets attached as Exhibit A hereto constituting all or substantially all of the assets of Biovest' s vaccine manufacturing business situated at 377 Plantation Street, Worcester, MA (the " Equipment" ); and

WHEREAS, Biovax has expressed interest in purchasing the Equipment subject to the liabilities described in Exhibit B (the " Assumed Liabilities" ); and

WHEREAS, Biovest is the tenant under that certain Lease Agreement (" Lease" ) as amended attached as Exhibit C-2 with respect to portions of premises located at 377 Plantation Street, Worcester MA (the " Leasehold" ) and the letter of Intent attached as Exhibit D with the landlord of the Leased Premises to potentially lease additional space adjacent to the leased premises attached (the " Letter of Intent for Expanded Lease Premises" ); and

WHEREAS, Biovax has expressed interest in subleasing from Biovest all rights and assuming all obligations pursuant to the Lease Premises and assuming all rights under the Letter of Intent for Expanded lease Premises and in making a deposit in the amount of $4,500,000 as an advance payment of rent ; and

WHEREAS, the parties wish to set forth the terms and conditions pursuant to which Biovax will serve as a contract manufacturer for Biovest for anti-cancer vaccine, including anti-cancer vaccine used by Biovest in its clinical trial. WHEREFORE, in consideration of the foregoing and the mutual covenants contained herein and other consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound, Biovax and Biovest hereby agree as follows:

1. Definitions (a) " Equipment" means all of the assets of Biovest' s manufacturing business situated at 377 Plantation Street, Worcester, MA as listed in Exhibit A.

(b) " Leasehold" means Biovest' s Lease for portions of the facility located at 377 Plantation Street, Worcester MA as described in Exhibit C-2.

(c) " As is/Where is" means that the Equipment is being offered for sale at a price discounted from its cost basis in its current condition at its current location.

(d) " Business Description" means the description of the business of manufacturing vaccines as more fully described in Exhibit H hereto.

2. Purchase and Sale of Equipment .

At Closing, Biovax will purchase and Biovest will sell the Equipment As is/Where is subject to no debts liens or liabilities except those described on Exhibit B. 3. Sublease.

At Closing, Biovax will sublease the Leasehold subject to all obligations under the Lease attached as Exhibit C-2. and Biovest will sublease the Leasehold to Biovax.

At Closing, Biovax will assume all rights subject to all obligations to Letter of Intent for Expanded Leased Premises from Biovest and Biovest agrees to assign to Biovax all rights subject to all obligations to Letter of Intent for Expanded Leased Premises.

4. Pricing and Payment Terms .

As the full purchase price for the Equipment, Biovax shall pay to Biovest $1,500,000.00 (the " Equipment Purchase Price" ). The Equipment Purchase Price shall be paid within ten days following Closing

As consideration for the sublease of the Premises and the assignment of the Letter of Intent for the Expanded Leased Premises, Biovax shall within ten days following Closing deposit, with Biovest advance rental payments for the Leasehold in the amount of $4,500,000 (" Rent Payment" ). Biovest will treat the Rent Payment as unrestricted and nonsegregated funds provided that Biovest shall use the Rent Payment to make all required lease payments on the Lease Premises and Expanded Lease Premises if any until the Rent Payment is consumed.

As consideration for the consent to hiring of the Worcester Employees identified on Exhibit E, Biovax shall agree to hire those employees at their current salary levels and to assume responsibility for all accrued vacation time and maintenance of existing health and other insurance benefits.

5. Closing .

The closing shall take place at 377 Plantation Street, Worcester MA on Thursday April 20, 2006 at 10 am (the " Closing" ). At the Closing, the parties shall deliver the following:

Biovax shall deliver to Biovest: 1. Payment of Purchase Price and Rent Payment.

2. Executed Sublease.

3. Assumption of Liabilities listed in Exhibit B.

4. Form of Notice to Employees regarding hiring by Biovax substantially in the form of Exhibit F. Biovest shall deliver to Biovax:

1. Executed Bill of Sale for the Equipment substantially in the form of Exhibit G.

2. Executed Assignment of Lease and Letter of Intent for Expansion Lease Premises substa ...