Limited Liability Company Agreement

EXHIBIT 10.12

LIMITED LIABILITY COMPANY AGREEMENT

OF

BIOLENDER II, LLC

A DELAWARE LIMITED LIABILITY COMPANY The undersigned member (the " Member" ) hereby, and with the filing of the certificate of formation (the " Certificate of Formation" ), forms a limited liability company pursuant to and in accordance with the Delaware Limited Liability Company Act, as amended from time to time (the " Act" ), and hereby declare the following to be the Limited Liability Company Agreement of such limited liability company:

ARTICLE I.

ORGANIZATION

Section 1.01 Name . The name of the limited liability company is BIOLENDER II, LLC (the " Company" ).

Section 1.02 Purpose . The purpose for which the Company has been formed is to engage in any lawful act or activity for which limited liability companies may be formed under the Act, including, but not limited to lending $5,600,000 to AutovaxID Investment LLC and such future amounts as the Member shall determine.

Section 1.03 Office . The registered office of the Company in the State of Delaware is 615 DuPont Highway, Dover, Delaware.

Section 1.04 Member . The name and the business, residence or mailing address of the Member is set forth on Schedule A attached hereto.

Section 1.05 Capital Contributions . The Member has contributed money to the Company (the " Capital Contribution" ) in exchange for the membership interest set forth opposite the Member' s name on Schedule A (the " Membership Interest" ). The Member is not hereby required to make any contributions of property or money to the Company in excess of its Capital Contribution.

Section 1.06 Issuance of Membership Certificates . The interest of the Member in the Company shall be represented by a Membership Certificate and shall be a security governed by Article 8 of the Uniform Commercial Code. Upon the execution of this Agreement and the payment of the Additional Capital Contribution by the Member, the Manager shall cause the Company to issue one or more Membership Certificates in the name of the Member certifying that the person named therein is the record holder of the number of the membership interests set forth thereon.

ARTICLE II.

MANAGEMENT

Section 2.01 Powers of the Manager . (a) The management of the Company shall be vested in Biovest International, Inc., the managing member of the Company (the " Manager" ). Except for situations in which the approval of the Member is expressly required or permitted by this Limited Liability Company Agreement or by nonwaivable provisions of applicable law, the Manager shall have complete discretion, power and authority in the management and control of the business of the Company, shall make all decisions affecting the business of the Company and shall manage and control the affairs of the Company to carry out the business and purposes of the Company. Without limiting the generality of the foregoing, the Manager is hereby authorized:

(i) to expend Company funds in furtherance of the purpose of the Company;

(ii) to invest and reinvest in securities or other property of any character, real or personal, including, but not limited to, common and preferred stocks, bonds, notes, debentures, mortgages, leases and partnership interests (general or limited);

(iii) to sell, exchange or otherwise dispose of any such securities or other property at public or private sale and to grant options for the purchase, exchange or other disposition thereof, and to exercise or sell any options and any conversion, subscription, voting and other rights, discretionary or otherwise, in respect thereof;

(iv) to manage and keep in force such insurance as may be required to reasonably protect the Company and its assets;

(v) to borrow money for and on behalf of the Company and to incur and/or guarantee obligations for and on behalf of the Company, on such terms and at such rates of interest as the Manager may deem advisable and proper;

(vi) to pledge the credit of the Company and grant security interests in Company assets for Company purposes;

(vii) to employ such agents, employees, independent contractors, attorneys and accountants as the Manager deems reasonably necessary;

(viii) to commence, defend, compromise or settle any claims, proceedings, actions or litigation for and on behalf of the Company;

(ix) to execute, deliver and file any amendment, restatement or revocation of the Certificate of Formation as may be necessary or appropriate to reflect actions properly taken by the Manager and/or the Member under this Limited Liability Company Agreement;

2

(x) to prepare and file, on behalf of the Company, any required local, state and federal tax returns or other tax reports or documents relating to the Company, other than an IRS Form 8832 " Entity Classification Election" or similar state or federal form;

(xi) to execute, deliver, file and/or record any and all instruments, documents or agreements of any kind which the Manager may deem a ...