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Order Confirming First Amended Joint Plan of Reorganization

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Exhibit 10.3

UNITED STATES BANKRUPTCY COURT

MIDDLE DISTRICT OF FLORIDA

TAMPA DIVISION

In re: Chapter 11

ACCENTIA BIOPHARMACEUTICALS,

INC., et al., Case No. 8:08-bk-17795-KRM (Jointly Administered)

Debtors.

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ORDER CONFIRMING FIRST AMENDED JOINT PLAN OF

REORGANIZATION OF ACCENTIA BIOPHARMACEUTICALS, INC.,

ANALYTICA INTERNATIONAL, INC., TEAMM PHARMACEUTICALS, INC.,

ACCENTRX, INC., AND ACCENTIA SPECIALTY PHARMACY, INC.

UNDER CHAPTER 11 OF TITLE 11, UNITED STATES CODE DATED AS OF

AUGUST 16, 2010, AS MODIFIED, PURSUANT TO 11 U.S.C. a7 1129

Accentia Biopharmaceuticals, Inc. (" Accentia" ) and its wholly-owned subsidiaries, Analytica International, Inc., TEAMM Pharmaceuticals, Inc., AccentRx, Inc., and Accentia Specialty Pharmacy, Inc., as debtors and debtors in possession (collectively, the " Debtors" ), having filed with this Court (i) their First Amended Joint Plan of Reorganization of Accentia Biopharmaceuticals, Inc., Analytica International, Inc., TEAMM Pharmaceuticals, Inc., AccentRx, Inc., and Accentia Specialty Pharmacy, Inc. under Chapter 11 of Title 11, United States Code dated as of August 16, 2010 [Doc. No. 910] (the " Joint Plan" ), and (ii) their First Modification to First Amended Joint Plan of Reorganization of Accentia Biopharmaceuticals, Inc., Analytica International, Inc., TEAMM Pharmaceuticals, Inc., AccentRx, Inc., and Accentia Specialty Pharmacy, Inc. under Chapter 11 of Title 11, United States Code dated as of October 25, 2010 [Doc. No. 1405] (the " First Modification" ), and having announced on the record at the Confirmation Hearing (as defined below) an additional modification to Article 11.3 of the Joint Plan (the Joint Plan, as modified by the First Modification and as further modified at the Confirmation Hearing, hereinafter referred to as the " Modified Plan" ), it is


ADJUDGED, DETERMINED AND FOUND, after a hearing held on October 27, 2010, at 3:30 p.m., and due and sufficient notice having been provided to all Creditors, Holders of Equity Interests and interested parties and sufficient cause appearing therefor, that:

A. All capitalized terms used in this Confirmation Order but not defined herein shall have the meaning ascribed to such terms in the Modified Plan.

B. This Court has jurisdiction over the Debtors, the Bankruptcy Cases, all of the Debtors' Property, wherever located, including but not limited to all Causes of Action, all Claims against and Equity Interests in the Debtors, and all Creditors of and Holders of Equity Interests in the Debtors pursuant to 28 U.S.C. a7 1334. Confirmation of the Modified Plan is a " core proceeding" pursuant to, without limitation, 28 U.S.C. a7a7 157(b)(2)(A), (L) and (O), and this Court has jurisdiction to enter a final order with respect thereto. Venue is proper before this Court pursuant to 28 U.S.C. a7a7 1408 and 1409.

C. Each of the Debtors filed a Voluntary Petition for relief under Chapter 11 of the Bankruptcy Code on November 10, 2008 (the " Petition Date" ).

D. Since the Petition Date, each of the Debtors has continued to operate its business and to manage its properties as a debtor in possession pursuant to Sections 1107(a) and 1108 of the Bankruptcy Code.

E. On November 13, 2008, this Court entered its Order Granting Debtor' s Ex Parte Emergency Motion for Order Directing Joint Administration of Chapter 11 Cases Pursuant to Bankruptcy Rule 1015(b) in each of the Debtors' Chapter 11 cases (collectively, the " Joint Administration Order" ). Pursuant to the Joint Administration Order, the Debtors' Chapter 11 cases are being jointly administered for procedural purposes only under In re: Accentia Biopharmaceuticals, Inc., Case No. 8:08-bk-17795-KRM.

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F. On December 1, 2008, the Office of the United States Trustee (the " United States Trustee" ) appointed an Unsecured Creditors Committee (the " Committee" ) in these cases pursuant to Section 1102 of the Bankruptcy Code [Doc. No. 74]. On June 9, 2009, the United States Trustee filed a notice with the Court amending the membership of the Committee [Doc. No. 336]. On May 27, 2010, the United States Trustee filed a notice with the Court further amending the membership of the Committee [Doc. No. 686]. On August 9, 2010, the United States Trustee filed a notice with the Court further amending the membership of the Committee [Doc. No. 874].

G. Accentia is a Florida corporation and owns 100% of the stock of Analytica International, Inc., TEAMM Pharmaceuticals, Inc., AccentRx, Inc., and Accentia Specialty Pharmacy, Inc. Accentia also owns approximately 75% of the issued and outstanding shares of common stock, par value $0.01 per share, of Biovest (the " Biovest Common Stock" ). Biovest owns 100% of the stock or membership interests of Biovax, Inc., AutovaxID, Inc., Biolender, LLC and Biolender II, LLC. Accentia' s principal executive offices are located at 324 Hyde Park Avenue, Suite 350, Tampa, Florida 33606. Accentia is a publicly held company and, as of the date of this Confirmation Order, there are 59,548,208 shares of its common stock, par value $0.001 per share (the " Accentia Common Stock" ), issued and outstanding.

H. Accentia is a biotech company that is developing (i) Revimmune99 as a comprehensive system of care for the treatment of multiple sclerosis and other human autoimmune diseases and (ii) BiovaxIDae as a therapeutic cancer vaccine for treatment of follicular non-Hodgkin' s lymphoma and mantle cell lymphoma. Additionally, Accentia conducts a health economics research and consulting business through Analytica International, Inc. which Accentia markets to the pharmaceutical and biotechnology industries and uses to support Accentia' s internal development activities.

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I. During the Bankruptcy Cases, Analytica International, Inc. continued to provide a broad range of consulting and development services, including pricing and market assessments, to the biopharmaceutical industry throughout the United States, the European Union and Asia, utilizing teams of employees at offices in New York and Germany. Prior to the Petition Date, TEAMM Pharmaceuticals, Inc. marketed and sold, through its sales force, a portfolio of specialty pharmaceutical products to the biotechnology and medical markets. As of the Petition Date, TEAMM Pharmaceuticals, Inc. had ceased its business operations. In addition, prior to the Petition Date, AccentRx, Inc. was a mail order specialty pharmacy focused on pharmaceuticals for AIDS patients and organ transplant patients. The assets of AccentRx, Inc. were sold in December 2003 and, since then, AccentRx, Inc. has not conducted any business operations. As of the Petition Date, Accentia Specialty Pharmacy, Inc.' s business was limited to collecting royalty payments and it had no other business operations.

J. On May 28, 2010, the Debtors filed with the Court their Joint Plan of Reorganization of Accentia Biopharmaceuticals, Inc., Analytica International, Inc., TEAMM Pharmaceuticals, Inc., AccentRx, Inc., and Accentia Specialty Pharmacy, Inc. under Chapter 11 of Title 11, United States Code dated as of May 28, 2010 [Doc. No. 687] (the " Original Plan" ). On July 12, 2010, the Debtors filed with the Court their Joint Disclosure Statement for Joint Plan of Reorganization of Accentia Biopharmaceuticals, Inc., Analytica International, Inc., TEAMM Pharmaceuticals, Inc., AccentRx, Inc., and Accentia Specialty Pharmacy, Inc. under Chapter 11 of Title 11, United States Code dated as of June 30, 2010 [Doc. No. 760] (the " Original Disclosure Statement" ).

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K. On July 12, 2010, this Court entered its Order Scheduling Hearing on Disclosure Statement, Establishing Disclosure Statement Hearing Procedures, Setting Time to File Fee Applications, and Establishing Administrative Claims Bar Date [Doc. No. 762] (the " July 12 Scheduling Order" ). The July 12 Scheduling Order set a hearing for August 9, 2010, at 1:30 p.m., to consider approval of the Original Disclosure Statement (the " Disclosure Statement Hearing" ).

L. On July 12, 2010, the Debtors served (i) copies of the Original Disclosure Statement, the Original Plan, and the July 12 Scheduling Order on certain parties in interest as directed by the July 12 Scheduling Order, including all parties set forth on the Master Service List, and (ii) a copy of the July 12 Scheduling Order on all Creditors of the Debtors and on all creditors of the Biovest Debtors. Appropriate affidavits and/or certificates of service have been filed by the Debtors with the Court regarding such service ( see Doc. Nos. 764 and 765).

M. On July 24, 2010, the United States Trustee filed its Limited Objection to Debtors' Joint Disclosure Statements [Doc. No. 792] (the " UST Disclosure Statement Objection" ). The UST Disclosure Statement Objection requested that the Debtors include additional disclosure in the Original Disclosure Statement regarding the exculpation from liability and release provisions contained in the Original Plan. No other objection to the Original Disclosure Statement was filed by any Creditor or other party in interest.

N. On August 9, 2010, and prior to the Disclosure Statement Hearing, the Debtors filed with the Court their First Amended Joint Plan of Reorganization of Accentia Biopharmaceuticals, Inc., Analytica International, Inc., TEAMM Pharmaceuticals, Inc., AccentRx, Inc., and Accentia Specialty Pharmacy, Inc. under Chapter 11 of Title 11, United States Code dated as of August 9, 2010 [Doc. No. 872] (the " August 9 Plan" ). The August 9

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Plan was black-lined to reflect the changes made to the Original Plan. On August 9, 2010, and prior to the Disclosure Statement Hearing, the Debtors also circulated to counsel to Laurus/Valens, counsel to the Committee, and the United States Trustee their First Amended Joint Disclosure Statement for First Amended Joint Plan of Reorganization of Accentia Biopharmaceuticals, Inc., Analytica International, Inc., TEAMM Pharmaceuticals, Inc., AccentRx, Inc., and Accentia Specialty Pharmacy, Inc. under Chapter 11 of Title 11, United States Code dated as of August 9, 2010 (the " August 9 Disclosure Statement" ). The August 9 Disclosure Statement was black-lined to reflect the changes made to the Original Disclosure Statement. Each of the August 9 Disclosure Statement and the August 9 Plan included additional disclosure and language in response to the points raised by the United States Trustee in the UST Disclosure Statement Objection.

O. The Court held a hearing on August 9, 2010, at 1:30 p.m., to consider approval of the Original Disclosure Statement (as modified by the August 9 Disclosure Statement) and to consider any written objections thereto. The United States Trustee did not raise any additional objections at the Disclosure Statement Hearing to the August 9 Disclosure Statement. At the Disclosure Statement Hearing, the Debtors announced to the Court that they had agreed to incorporate additional information and provisions in the August 9 Disclosure Statement and in the August 9 Plan in response to issues raised by various parties (including the Committee) but not filed with the Court. The Debtors indicated that they would file revised versions of the August 9 Disclosure Statement and the August 9 Plan with the Court by no later than August 16, 2010. As a result of the foregoing, at the Disclosure Statement Hearing, the Court (i) approved the August 9 Disclosure Statement, subject to the Debtors including the additional requested information and provisions and filing a revised version of the August 9 Disclosure Statement with the Court by no later than August 16, 2010, and (ii) stated that it would enter an order approving such revised version of the August 9 Disclosure Statement upon the Debtors filing it with the Court.

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P. Following the Disclosure Statement Hearing, the additional requested information and provisions were included by the Debtors in the August 9 Disclosure Statement and in the August 9 Plan and such documents were circulated by the Debtors to all parties who were present at the Disclosure Statement Hearing, including counsel to Laurus/Valens, counsel to the Committee, and the United States Trustee. Counsel for the Debtors confirmed with all of those parties that the additional information and provisions were satisfactory, and no additional objections were raised by those parties. Thereafter, on August 16, 2010, the Debtors filed with the Court (i) their First Amended Joint Disclosure Statement for First Amended Joint Plan of Reorganization of Accentia Biopharmaceuticals, Inc., Analytica International, Inc., TEAMM Pharmaceuticals, Inc., AccentRx, Inc., and Accentia Specialty Pharmacy, Inc. under Chapter 11 of Title 11, United States Code dated as of August 16, 2010 [Doc. No. 909] (the " Joint Disclosure Statement" ) and (ii) the Joint Plan.

Q. On August 17, 2010, the Court entered its Order Approving First Amended Joint Disclosure Statement, Fixing Time to File Applications for Administrative Expenses, Setting Hearing on Confirmation of First Amended Joint Plan, and Setting Deadlines with Respect to Confirmation Hearing [Doc. No. 911] (the " Disclosure Statement Approval Order" ). In the Disclosure Statement Approval Order, the Court determined that the Joint Disclosure Statement met the " adequate information" standards required by Section 1125 of the Bankruptcy Code, and approved the Joint Disclosure Statement for distribution to Creditors and Holders of Equity Interests in conjunction with the Debtors' solicitation of votes on the Joint Plan.

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R. In the Disclosure Statement Approval Order, the Court (a) scheduled a hearing for September 22, 2010, at 4:00 p.m., to consider (i) Confirmation of the Joint Plan, including timely filed objections thereto, (ii) motions for cramdown, (iii) applications for compensation, and (iv) motions for allowance of administrative claims; (b) fixed September 17, 2010 as the last date for the filing of (i) written objections to Confirmation of the Joint Plan, and (ii) Ballots and Accentia Stockholder Ballots accepting or rejecting the Joint Plan; (c) fixed September 21, 2010 as the last date for the filing by the Debtors of a ballot tabulation and a confirmation affidavit; and (d) fixed August 16, 2010 as the date for determination of beneficial ownership of the Existing Accentia Common Stock for purposes of voting on the Joint Plan by the Accentia Stockholders.

S. On August 20, 2010, pursuant to the Disclosure Statement Approval Order, the Debtors mailed the Joint Disclosure Statement, the Joint Plan, the Disclosure Statement Approval Order, a Ballot, and a letter from the Committee dated August 18, 2010 in support of the Joint Plan (all of the foregoing documents hereinafter collectively referred to as the " Plan Solicitation Documents" ) to (i) all Creditors of the Debtors as set forth on the Court' s master mailing matrices for the Debtors' Chapter 11 cases and (ii) all parties set forth on the Master Service List. An appropriate affidavit and certificate of service have been filed by the Debtors with the Court regarding such service ( see Doc. No. 957).

T. In addition, on August 24, 2010, the Debtors' bankruptcy counsel, Stichter, Riedel, Blain & Prosser, P.A. (" Stichter, Riedel" ), posted the Plan Solicitation Documents on its website at www.srbp.com . The Debtors served notice on all parties set forth on the Master Service List of the posting at www.srbp.com of the Plan Solicitation Documents ( see Doc. No. 955).

U. On August 30, 2010, the Court entered its Order Granting Debtors' Emergency Motion for Authorization to (A) Modify Notice to Stockholders of Accentia Biopharmaceuticals,

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Inc. and Biovest International, Inc. of (1) Hearing to Consider Confirmation of First Amended Joint Plans and (2) Deadlines for Filing Objections and Ballots as to First Amended Joint Plans, and (B) Provide Electronic Access to Stockholders of Plan Solicitation Packages [Doc. No. 968] (the " Stockholder Notice Order" ). Pursuant to the Stockholder Notice Order, the Court (i) provided that Accentia was not required to serve all of the Plan Solicitation Documents on the Accentia Stockholders, (ii) required the Debtors to post the Plan Solicitation Documents (including the Accentia Stockholder Ballot) on the Internet at www.srbp.com and, upon the written request of any Accentia Stockholder, to provide copies of the Plan Solicitation Documents to such Accentia Stockholder at the Debtors' expense, (iii) approved a form of notice to be mailed to the Accentia Stockholders concerning matters related to Confirmation (the " Stockholder Notice" ), including the location of the Plan Solicitation Documents (including the Accentia Stockholder Ballot) on the Internet at www.srbp.com , the date and location of the confirmation hearing, the deadline for objecting to, and filing of Accentia Stockholder Ballots as to, the Joint Plan, and a description of the treatment of the Class 15 Equity Interests under the Joint Plan, and (iv) required the Debtors to mail the Stockholder Notice and the Accentia Stockholder Ballot (collectively, the " Stockholder Documents" ) to the Accentia Stockholders upon entry of the Stockholder Notice Order. On August 25, 2010 and September 3, 2010, copies of the Stockholder Documents were mailed by the Debtors and their agent, Kurtzman Carson Consultants LLC, respectively, to all Holders of Class 15 Equity Interests. Appropriate affidavits of service have been filed by the Debtors with the Court regarding such service, including an affidavit of service of Kurtzman Carson Consultants LLC attesting to service of the Stockholder Documents on numerous banks, brokerage firms, and depository companies for subsequent distribution to beneficial holders of the Accentia Common Stock ( see Doc. Nos. 1159 and 1194).

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V. On September 17, 2010, in accordance with the Joint Plan, copies of the Plan Debentures, the Plan Warrants and the Security Documents (as applicable) were served, via electronic mail transmission, on the Holders of Class 5 Claims, Class 6 Claims and Class 9 Claims. Appropriate affidavits of service have been filed by the Debtors with the Court regarding such service ( see Doc. Nos. 1191, 1192 and 1193).

W. On September 21, 2010, in accordance with the Disclosure Statement Approval Order, the Debtors filed with the Court their Chapter 11 Ballot Tabulation with respect to the Joint Plan [Doc. No. 1201] (the " Ballot Tabulation" ). The Ballot Tabulation included (i) all Ballots and Accentia Stockholder Ballots received by the Court on or before the September 17, 2010 deadline (the " Ballot Deadline" ) for voting on the Joint Plan (docketed at Doc. Nos. 1168, 1174 and 1186) and (ii) the Late Filed Ballots (as defined below). The Ballot Tabulation was served by the Debtors on the United States Trustee and on all parties receiving pleadings in the Bankruptcy Cases pursuant to the Court' s CM/ECF Transmission system, including counsel to Laurus/Valens and counsel to the Committee.

X. On September 22, 2010, the Debtors filed with the Court their Emergency Motion to Continue Confirmation Hearing [Doc. No. 1212] (the " First Motion to Continue Confirmation" ). Pursuant to the First Motion to Continue Confirmation, the Debtors requested up to a one week continuance of the confirmation hearing scheduled for September 22, 2010, as Biovest was still in the process of negotiating the final definitive terms of the Investor DIP Lenders Loan Facility (as defined below). On September 23, 2010, the Court entered its Order Granting Debtors' Emergency Motion to Continue Confirmation Hearing [Doc. No. 1228] (the " First Continuance Order" ). The First Continuance Order rescheduled the confirmation hearing for September 30, 2010, at 3:00 p.m., and extended the deadline for the Debtors to file their confirmation affidavit until September 29, 2010.

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Y. On September 27, 2010, the Debtors filed with the Court their Emergency Motion to Allow Late Filed Ballots [Doc. No. 1272] (the " Motion to Allow Late Filed Ballots" ). Pursuant to the Motion to Allow Late Filed Ballots, the Debtors requested that the Court accept certain Ballots and Accentia Stockholder Ballots received by the Court on September 20, 2010 (docketed on September 21, 2010 at Doc. No. 1198) (the " Late Filed Ballots" ) as being timely filed, both for voting purposes and for purposes of the elections made in connection with the Joint Plan. At the Confirmation Hearing, the Debtors made an ore tenus motion to amend the Motion to Allow Late Filed Ballots requesting that the Court also accept as being timely filed, both for voting purposes and for purposes of the elections made in connection with the Joint Plan, certain additional Ballots and Accentia Stockholder Ballots filed with the Court after the Ballot Deadline (docketed at Doc. Nos. 1206, 1278 and 1415), including the McKesson Amended Ballot (as defined below). At the Confirmation Hearing, the Court granted the Motion to Allow Late Filed Ballots as so amended, which ruling shall be set forth in a separate order.

Z. On September 29, 2010, the Debtors filed with the Court their Second Emergency Motion to Continue Confirmation Hearing [Doc. No. 1287] (the " Second Motion to Continue Confirmation" ). Pursuant to the Second Motion to Continue Confirmation, the Debtors requested up to a ten day continuance of the confirmation hearing scheduled for September 30, 2010, as Biovest was still in the process of negotiating the final definitive terms of the Investor DIP Lenders Loan Facility. On October 12, 2010, the Court entered its Order Granting Debtors' Second Emergency Motion to Continue Confirmation Hearing [Doc. No. 1378] (the " Second Continuance Order" ). The Second Continuance Order rescheduled the confirmation hearing for October 18, 2010, at 1:30 p.m., and extended the deadline for the Debtors to file their confirmation affidavit until October 15, 2010.

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AA. On October 11, 2010, Biovest filed with the Court its Emergency Motion for Authority to (A) Obtain Postpetition Financing From Empery Asset Master Ltd., Hartz Capital Investments, LLC and Other Lenders and (B) Grant Senior Liens and Superpriority Administrative Expense Status Pursuant to 11 U.S.C. a7a7 364(c) and (d) and F.R.B.P. 4001 [Doc. No. 1370] (the " Empery DIP Financing Motion" ). Pursuant to the Empery DIP Financing Motion, Biovest requested authority, among other things, to obtain a secured Postpetition debtor in possession loan facility in the amount of up to $8,000,000.00 (the " Investor DIP Lenders Loan Facility" ) from Empery Asset Master Ltd., Hartz Capital Investments, LLC, and the other parties listed on the Schedule of Buyers attached to the Securities Purchase Agreement (collectively, the " Investor DIP Lenders" ). The Empery DIP Financing Motion was served by the Debtors on all parties set forth on the Master Service List, including the United States Trustee, counsel to Laurus/Valens and counsel to the Committee, and certain additional parties in interest, including the Holders of Class 5 Claims. An appropriate certificate of service has been filed by the Debtors with the Court regarding such service ( see Doc. No. 1370).

BB. On October 11, 2010, the Debtors also filed with the Court their Third Emergency Motion to Continue Confirmation Hearing [Doc. No. 1371] (the " Third Motion to Continue Confirmation" ). Pursuant to the Third Motion to Continue Confirmation, the Debtors requested up to a ten day continuance of the confirmation hearing scheduled for October 18, 2010, in order to allow Biovest sufficient time to close the debtor in possession financing under the Investor DIP Lenders Loan Facility. On October 18, 2010, the Court entered its Order Granting Debtor
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