Exhibit 10.8
COLLATERAL ASSIGNMENT
COLLATERAL ASSIGNMENT made as of this 18 th day of June, 2008 by Accentia Biopharmaceuticals, Inc., a Florida corporation (" Assignor" ), to Laurus Master Fund, Ltd., a Cayman Islands company (" Laurus" ), Valens Offshore SPV I, Ltd. (as partial assignee of Laurus, " Valens Offshore I" ), Valens Offshore SPV II, Corp. (" Valens Offshore II" ), Valens U.S. SPV I, LLC (as partial assignee of Laurus, " Valens US" ), PSource Structured Debt Limited (as partial assignee of Laurus, " PSource" ; and together with Laurus, Valens Offshore I, Valens Offshore II and Valens US, individually, each an " Assignee" and collectively, the " Assignees" ).
FOR VALUE RECEIVED, and as collateral security for all debts, liabilities and obligations of Assignor to Assignees, now existing or hereafter arising under that certain Guaranty dated March 31, 2006 (as amended, modified, restated or supplemented from time to time, the " Guaranty" ), Assignor hereby assigns, transfers and sets over unto each Assignee all of its rights but not its obligations under that certain Royalty Agreement dated as of October 31, 2006 (as amended, modified, restated or supplemented from time to time, the " Agreement" ) between Assignor and Biovest International, Inc., a Delaware corporation (" Biovest" ), including, without limitation, all moneys and claims for moneys due and/or to become due to Assignor under the Agreement with respect to Royalties (as defined in the Agreement) or otherwise.
Assignor hereby specifically authorizes and directs Biovest upon notice to i ...
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