Stock Pledge Agreement

Exhibit 10.12

STOCK PLEDGE AGREEMENT

THIS STOCK PLEDGE AGREEMENT (this " Agreement" ), dated as of June 16, 2008, is made between ACCENTIA BIOPHARMACEUTICALS, INC., a Florida corporation (" Pledgor" ) and McKESSON CORPORATION, a Delaware corporation (" McKesson" or " Secured Party" ).

Pledgor and Secured Party hereby agree as follows:

SECTION 1. Definitions; Interpretation .

(a) All capitalized terms used in this Agreement and not otherwise defined herein shall have the meanings assigned to them in that certain " Termination Agreement Re Biologics Distribution Agreement" (the " Termination Agreement" ) dated as of August 22, 2007 as amended by that certain " Amendment No. 1 to Termination Agreement Re Biologics Distribution Agreement" dated on or about the date hereof (as amended, the " Amended TA" ). (b) As used in this Agreement, the following terms shall have the following meanings: " Additional Pledged Collateral" means any and all (i) additional capital stock or other equity securities issued by, or interests in, the Company, whether certificated or uncertificated in which Secured Party is to obtain a security interest as set forth in the Amended TA, (ii) warrants, options or other rights entitling Pledgor to acquire any interest in capital stock or other equity securities of or other interests in the Company, (iii) securities, property, interest, dividends and other payments and distributions issued as an addition to, in redemption of, in renewal or exchange for, in substitution or upon conversion of, or otherwise on account of, the Pledged Shares or such additional capital stock or other equity securities or other interests, and (iv) cash and non-cash proceeds of the Pledged Shares, and all supporting obligations, of any or all of the foregoing, in each case from time to time received or receivable by, or otherwise paid or distributed to or acquired by Pledgor.

" Amended TA" means that certain " Termination Agreement Re Biologics Distribution Agreement" (the " Termination Agreement" ) dated as of August 22, 2007 and executed by Secured Party and Pledgor as amended by that certain " Amendment No. 1 to Termination Agreement Re Biologics Distribution Agreement" dated on or about the date hereof.

" Company" means BIOVEST INTERNATIONAL, INC., a Delaware corporation.

" Documents" means this Agreement, the Amended TA, and all other certificates, documents, agreements and instruments delivered to Secured Party under or in connection with any of them. " Event of Default" has the meaning set forth in Section 6. " Lien" means any mortgage, deed of trust, pledge, security interest, assignment, deposit arrangement, charge or encumbrance, lien, or other type of preferential arrangement.


1.

" Obligations" means all indebtedness, liabilities and other obligations of Pledgor to Secured Party under or in connection with this Agreement, the Amended TA, or another document signed by Pledgor confirming that the Pledged Collateral secures such obligations, whether now existing or hereafter arising, and whether due or to become due, absolute or contingent, liquidated or unliquidated, determined or undetermined, and including interest that accrues after the commencement by or against the Pledgor or the Company of any bankruptcy or insolvency proceeding naming such Person as the debtor in such proceeding.

" Person" means an individual, corporation, partnership, joint venture, trust, unincorporated organization, governmental agency or authority, or any other entity of whatever nature.

" Pledged Collateral" has the meaning set forth in Section 2.

" Pledged Shares" means the issued and outstanding shares of the capital stock, whether certificated or uncertificated, of the Company now owned by Pledgor and more specifically described in Schedule 1 .

" UCC" means the Uniform Commercial Code as the same may, from time to time, be in effect in the State of California.

(c) Where applicable and except as otherwise defined herein, terms used in this Agreement shall have the meanings assigned to them in the UCC. (d) In this Agreement, except to the extent the context otherwise requires: (i) any reference to an Article, a Section, a Schedule or an Exhibit is a reference to an article or section thereof, or a schedule or an exhibit thereto, respectively, and to a subsection or a clause is, unless otherwise stated, a reference to a subsection or a clause of the Section or subsection in which the reference appears; (ii) the words " hereof," " herein," " hereto," " hereunder" and the like mean and refer to this Agreement as a whole and not merely to the specific Article, Section, subsection, paragraph or clause in which the respective word appears; (iii) the meaning of defined terms shall be equally applicable to both the singular and plural forms of the terms defined; (iv) the words " including," " includes" and " include" shall be deemed to be followed by the words " without limitation;" (v) references to agreements and other contractual instruments shall be deemed to include all subsequent amendments and other modifications thereto; (vi) references to statutes or regulations are to be construed as including all statutory and regulatory provisions consolidating, amending or replacing the statute or regulation referred to; (vii) any table of contents, captions and headings are for convenience of reference only and shall not affect the construction of this Agreement; and (viii) in the computation of periods of time from a specified date to a later specified date, the word " from" means " from and including" ; the words " to" and " until" each mean " to but excluding" ; and the word " through" means " to and including."


2.

SECTION 2. Security Interest . (a) As security for the payment and performance of the Obligations, Pledgor hereby pledges to Secured Party, and hereby grants to Secured Party a security interest in, all of Pledgor' s right, title and interest in, to and under (i) the Pledged Shares and the Additional Pledged Collateral and any certificates and instruments now or hereafter representing the Pledged Shares and the Additional Pledged Collateral, (ii) all rights, interests and claims with respect to the Pledged Shares and Additional Pledged Collateral, including under any and all related agreements, instruments and other documents, and (iii) all books, records and other documentation of Pledgor related to the Pledged Shares and Additional Pledged Collateral, in each case whether presently existing or owned or hereafter arising or acquired and wherever located (collectively, the " Pledged Collateral" ).

(b) Pledgor hereby agrees to deliver to or for the account of Secured Party, at the address and to the Person or Persons to be designated by Secured Party, the certificates representing the Pledged Shares, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Secured Party.

(c) If Pledgor shall become entitled to receive or shall receive any Additional Pledged Collateral, Pledgor shall accept any such Additional Pledged Collateral as Secured Party' s agent, shall hold it in trust for Secured Party, shall segregate it from other property or funds of Pledgor, and shall deliver all Additional Pledged Collateral and all certificates, instruments and other writings representing such Additional Pledged Collateral forthwith to or for the account of Secured Party, at the address and to the Person to be designated by Secured Party, which shall be in suitable form for transfer by delivery, or shall be accompanied by duly executed instruments of transfer or assignment in blank, all in form and substance satisfactory to Secured Party, to be held by Secured Party subject to the terms hereof, as part of the Pledged Collateral. Upon accepting any such Additional Pledged Collateral hereunder, Secured Party shall promptly send a notification to Pledgor describing the Additional Pledged Collateral accepted and held as part of the Pledged Collateral hereunder, which notification shall be deemed to be a Schedule to this Agreement and may be attached hereto.

(d) Pledgor shall execute and deliver to Secured Party concurrently with the execution of this Agreement, and Pledgor hereby authorizes Secured Party to file (with or without Pledgor' s signature), at any time and from time to time thereafter, all financing statements, assignments, continuation financing statements, termination statements, and other documents and instruments, in form reasonably satisfactory to Secured Party, and take all other action, as Secured Party may reasonably request, to effect a transfer of a perfected first priority security interest in and pledge of the Pledged Collateral to Secured Party pursuant to the UCC and to continue perfected, maintain the priority of or provide notice of the security interest of Secured Party in the Pledged Collateral and to accomplish the purposes of this Agreement. Pledgor will cooperate with Secured Party in obtaining control (as defined in the UCC) of Pledged Collateral consisting of investment property. Pledgor will join with Secured Party in notifying any third party who has possession of any Collateral of Secured Party' s security interest therein and obtaining an acknowledgment from the third party that is holding the Collateral for the benefit of Secured Party. Pledgor ratifies and authorizes the filing by Secured Party of any financing statements filed prior to the date hereof.


3.

(e) This Agreement shall create a continuing security interest in the Pledged Collateral which shall remain in effect until terminated in accordance with Section 15 hereof.

(f) In addition to any liability that Pledgor may have or owe to Secured Party under the Amended TA or any other agreement between Secured Party and Pledgor, Pledgor shall have personal liability to Secured Party for (i) any damages, costs or other expense suffered by Secured Party as a result of the lack of authenticity or genuineness of the Pledged Collateral delivered to Secured Party hereunder or the failure of Pledgor to deliver the items specified in Section 3(a)(ii) (including, without limitation, the first proviso thereof), Section 3(b)(i) or Section 3(c), or otherwise perform its obligations hereunder; (ii) the payment of expenses hereunder or under any other Documents to which it is a party; or (iii) the breach of any representation, warranty or other covenant contained herein or made in connection herewith or failure otherwise to perform its obligations hereunder or under any other Documents to which it is a party (including any indemnity obligations). SECTION 3. Administration of the Pledged Collateral .

(a) Unless an Event of Default shall have occurred and be continuing: (i) Pledgor shall be entitled to receive and retain for its own account any cash dividend in amounts consistent with past practices in respect of the Pledged Collateral, to the extent consistent with the Amended TA; and (ii) Pledgor shall have the right to vote the Pledged Collateral and to retain the power to control the direction, management and policies of the Company to the same extent as Pledgor would if the Pledged Collateral were not pledged to Secured Party pursuant to this Agreement; provided , however , that Secured Party shall receive, and Pledgor shall not be entitled to receive, (A) cash paid, payable or otherwise distributed in redemption of, or in exchange for or in substitution of, any Pledged Collateral, or (B) dividends and other distributions paid or payable in cash in respect of any Pledged Collateral in connection with a partial or total liquidation or dissolution of the Company or in connection with a reduction of capital, capital surplus or paid-in-surplus or any other type of recapitalization involving the Company; and provided further , however , that no vote shall be cast or consent, waiver or ratification given or action taken or proxy given which would have the effect of impairing the position or interest of Secured Party in respect of the Pledged Collateral or which would alter the voting rights with respect to the stock of the Company or be inconsistent with or violate any provision of this Agreement or any other Documents or which would permit or direct the Borrower to breach its agreements with Secured Party. Secured Party shall execute and deliver (or cause to be executed and delivered) to Pledgor all such proxies and other instruments as Pledgor may reasonably request for the purpose of enabling Pledgor to exercise the voting and other rights which it is entitled to exercise, and to ...