Tax Credit Reimbursement And Indemnity Agreement

EXHIBIT 10.10

TAX CREDIT REIMBURSEMENT AND INDEMNITY AGREEMENT

THIS TAX CREDIT REIMBURSEMENT AND INDEMNITY AGREEMENT (this " Agreement" ), dated as of December 8, 2006, is by and among AUTOVAXID, INC., a Florida corporation, (" Borrower" or " Indemnitor" ), having an address at 377 Plantation Street, Worcester, Massachusetts 01605, for the benefit of U.S. BANCORP COMMUNITY INVESTMENT CORPORATION, a Delaware corporation (the " Investor" ), whose address is 1307 Washington Ave., Suite 300, St. Louis, Missouri 63103, or at such other address as it shall designate.

RECITALS St. Louis New Markets Tax Credit Fund-II, LLC, a Missouri limited liability company (the " CDE" ), has received a sub-allocation of New Markets Tax Credits (the " Tax Credits" ) under Section 45D of the Internal Revenue Code of 1986, as amended, and the rules and regulations promulgated thereunder (collectively, the " Code" ).

AutovaxID Investment LLC, a Missouri limited liability company (the " Fund" ) has contributed equity to the CDE (the " QEI Contribution" ), which equity is expected to constitute a " qualified equity investment" (" QEI" ) under the New Markets Tax Credit program authorized by Section 45D of the Code (the " NMTC Program" ) and administered by the Community Development Financial Institutions Fund of the United States Treasury Department (together with any successor agency, the " CDFI Fund" ). The QEI Contribution is being funded in part with the proceeds of equity contributed to the Fund by the Investor. The proceeds of the QEI Contribution will be used by the CDE to fund a loan to Borrower in the aggregate amount of $7,700,000 (the " CDE Loan" ), which is expected to constitute a " qualified low-income community investment" (" QLICI" ) under the NMTC Program.

The documents evidencing or securing the CDE Loan are hereinafter collectively referred to as the " Investment Documents" .

The Tax Credits claimable by the Investor in connection with the QEI Contribution have allowed the Fund to provide the QEI Contribution to the CDE on more favorable terms, which in turn has allowed the CDE to provide the CDE Loan to Borrower on more favorable terms and, as a result, Borrower believes that it shall substantially benefit, directly or indirectly, from the making of the QEI Contribution.

The Borrower is primarily engaged in the business of manufacturing an automated cell culture instrument currently in clinical trial, within United States population census tract number 29510113500 which constitutes a Low-Income Community under the NMTC Program (the " Project Area" ); and

The proceeds of the CDE Loan will be used to finance certain activities of Borrower associated with the foregoing activities.

As a condition of making the QEI Contribution, the Investor has required the Indemnitor to indemnify it as herein set forth and is making the QEI Contribution in reliance on the Indemnitor' s agreement to do so.

AGREEMENT

NOW, THEREFORE , for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Indemnitor hereby agree for the benefit of the Investor as follows:

DEFINITIONS " Final Determination" means the first to occur of: (i) the filing of a federal information return reporting a Recapture Event by the CDE, the Fund, or the Investor; (ii) a decision, judgment or decree or other order issued by any court of competent jurisdiction confirming the assertion by the IRS that a Recapture Event has occurred, which decision, judgment, decree or other order has become final (i.e., all allowable appeals have been exhausted); or (iii) any binding settlement in writing is made between the CDE, the Fund or the Investor and the IRS. " Financial Forecast" shall mean the projections prepared by the Fund' s accountants and attached as Exhibit A, of anticipated federal income tax income, gain, losses, deductions and credits, as well ad Net Cash Flow and Liquidation, Sale of Refinancing Proceeds (as each term is defined in the Fund Operating Agreement) that, as of the date hereof, are expected to be realized by Investor pursuant to the QEI Contribution and the CDE Loan.

" Fund Operating Agreement" shall mean the Amended and Restated Operating Agreement, dated as of December 8, 2006, of the Fund, as the same may be amended.

" IRS" means the United States Internal Revenue Service.

" Minimum Return Shortfall" shall mean, as of any date, the amount necessary to be paid to the Investor for the Investor to achieve the after tax internal rate of return anticipated by the Investor in connection with the QEI Contribution, as reflected in the Financial Forecast, taking into account: (i) the Investor' s capital contributions to the Fund, (ii) all distributions to the Investor by the Fund and payments to the Investor pursuant to this Agreement, (iii) all amounts paid or to be paid by the Investor to the IRS, and reasonable expenses incurred by the Investor, in connection with, or in defending against, a Recapture Event, (iv) all items of income, gain, loss and deduction and credit allocated to the Investor under the Fund Agreement or incurred by the Investor by reason of payments, expenses or distributions covered by clauses (ii) or (iii) above or in connection with the exercise of any put or call option or the loss, transfer or abandonment or the Investor' s interest in the Fund or the CDE, and presuming for this purpose the full ability of the Investor to utilize the tax credits and tax losses and a presumed 38% federal tax rate for the Investor. The determination of the Minimum Return Shortfall shall be made using the methodology used in the Financial Forecasts, to the extent not inconsistent with this definition.


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1. Covenants, Representations and Warranties . Borrower represents and warrants to and covenants and agrees with the Investor as follows: (a) each representation and warranty made by it in any of the Investment Documents to which it is a party is true and correct in all material respects and the Investor may rely thereon;

(b) it shall not take any action or omit to take any action that would cause the Borrower to cease to qualify as a " qualified active low-income community business" (" QALICB" ) as such term is defined in Section 45D of the Internal Revenue Code of 1986, as amended, and the Treasury Regulations and guidance thereunder;

(c) the execution, delivery and performance by it of this Agreement does not and will not contravene or conflict with any law, order, rule, regulation, writ, injunction or decree now in effect of any government, governmental instrumentality or court or tribunal having jurisdiction over it, or any contractual restriction binding on or affecting it; (d) there are no facts or circumstances of any kind or nature whatsoever of which it is aware that could in any way impair or prevent it from performing its obligations under this Agreement;

(e) any and all financial information with respect to it that it has given to the Investor in connection with the transactions contemplated by this Agreement fairly and accurately present its financial condition and results of operations as of the respective dates thereof and for the respective dates indicated therein, and, since the respective dates thereof, there has been no material adverse change in the financial condition or results of its operations;

(f) with the assistance of counsel of its choice, it has read and reviewed this Agreement and such other documents as it and its counsel deemed necessary or desirable to read;

(g) it is a corporation, validly organized and existing and in good standing under the laws of the jurisdiction of its incorporation (and all other jurisdictions where its failure to be so qualified would have a material adverse effect on its financial condition or results of operations) and has the full power and authority to enter into and perform its obligations under this Agreement; and (h) this Agreement has been duly authorized, executed and delivered on behalf of Borrower and is fully enforceable against it in accordance with its terms, except to the extent enforceability is limited by bankruptcy and other similar laws affecting creditors rights generally.

2. Reimbursement and Indemnity Obligation .

(a) The Indemnitor shall pay the Recapture Amount (as defined in Section 2(c)) upon a Recapture Event; provided, that such payment shall be subordinated to the Borrower' s obligations to Laurus Master Fund, Ltd., a Cayman Islands company (the " Senior


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Lender" ), as described in and on the terms set forth in that certain Subordination Agreement, dated as of or about the date hereof, by and among Senior Lender, the CDE, the Investor, the Borrower and Biovest International, Inc.

(b) A " Recap ...