SUBLICENSE AGREEMENT BETWEEN REVIMMUNE, LLC AND

Exhibit 10.1

SUBLICENSE AGREEMENT

BETWEEN

REVIMMUNE, LLC

AND

BIOVEST INTERNATIONAL, INC.

This Sublicense Agreement (this “Agreement or “Sublicense Agreement”) effective as of January 16, 2008, by and between REVIMMUNE, LLC, a Florida limited liability company, (“REVIMMUNE”), and BIOVEST INTERNATIONAL, INC., a Delaware corporation, (“BIOVEST”) (collectively the “Parties”).

WITNESSETH:

Whereas, REVIMMUNE has received an exclusive worldwide license to certain rights arising from U.S. Provisional Patent Applications Serial No. 60/742,172, filed on December 2nd, 2005, entitled “Use of High-dose Oxazaphosphorine Drugs for Treating Immune Disorders”, along with associated know-how, as specifically defined in the License Agreement from Johns Hopkins University (the “JHU License”) attached hereto as Exhibit A (the “ Revimmune Licensed Rights”);

Whereas, the founders of REVIMMUNE began negotiating with various personnel at JHU for the potential acquisition of the Revimmune Licensed Rights in 2003;

Whereas, the founder of REVIMMUNE obtained a Notice of Allowance for the trade name “REVIMMUNE” ON March 25, 2003;

Whereas, REVIMMUNE was organized as a limited liability company by filing articles of organization with the State of Florida on January 16, 2006;

Whereas, BIOVEST recognizes that the REVIMMUNE Licensed Rights are valuable for drug development, use and/or sale in the treatment or prevention of human diseases;

Whereas, BIOVEST wishes to enter into an agreement to obtain an exclusive sublicense to the Sublicensed Products from REVIMMUNE in order to develop, promote, market and commercialize prophylactic and/or therapeutic products or treatments for the prevention of transplant rejection including rejection following a bone marrow transplant.

Whereas, the Revimmune License names BIOVEST as an affiliate of REVIMMUNE for all purposes under the Revimmune License; and

WHEREAS, REVIMMUNE is willing to grant such sublicense to BIOVEST under the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the various promises and undertakings set forth herein, the Parties agree as follows:

ARTICLE 1—DEFINITIONS

Capitalized terms, not otherwise defined herein shall have the meaning assigned to them in the JHU License. For purposes of this Agreement, the following terms shall have the meanings set forth below:

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ARTICLE 2—REPRESENTATIONS AND WARRANTIES;

RESPONSIBILITIES OF THE PARTIES

(a) The JHU License is in full force and effect, and REVIMMUNE has the right to grant the sublicense there under without the consent or approval of any third party;

(b) To the best of REVIMMUNE’s knowledge, all the REVIMMUNE Licensed Rights listed in the JHU License attached as Exhibit A are in full force and effect and have been maintained to date;

(c) REVIMMUNE is not aware of any asserted or unasserted claim or demand against the REVIMMUNE Licensed Rights;

(d) None of the REVIMMUNE Licensed Rights infringes upon any patent or other proprietary rights of any third party; and

(e) REVIMMUNE has not entered into any agreement with any other entity which is in conflict with the rights granted to BIOVEST pursuant to this Sublicense Agreement.

(a) BIOVEST has the right to enter into this Sublicense Agreement without the consent of any third party;

(b) BIOVEST will exercise reasonable efforts to develop, promote, market, sell and commercialize the Sublicensed Rights for all Sublicense Indications;

(c ) BIOVEST has no right in or to the JHU License or the Licensed Products except only those rights and interest expressly granted hereunder and

(d) BIOVEST has acknowledged and waived any and all conflicts of interest rising from or related in any fashion to this Sublicense Agreement including but not limited to the ownership and management of Revimmune.

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(a) BIOVEST will be responsible, at its sole cost and expense, for the development, promotion, marketing, sales and commercialization of the Sublicensed Rights in connection with each of the Sublicense Indications.

(b) BIOVEST will during the term of this Sublicense Agreement use commercially reasonable efforts to continuously develop, promote, sale, market and commercialize the Sublicensed Products for each of the Sublicense Indications.

(c) Subject to Section 3.3 and Article 6 hereof, BIOVEST shall share with REVIMMUNE all proprietary and clinical data and information related to the Sublicensed Products, Sublicensed Rights and any related clinical trial which data and information may be used by REVIMMUNE in support of the development and commercialization of products for indications other than the Sublicense Indications.

(d) BIOVEST shall maintain all information and data related to the Sublicensed Products and Sublicensed Rights confidential.

(e) BIOVEST shall not develop or commercialize any product or treatment that could reasonably be considered to be in competition with Revimmune Licensed Rights for indications other than the Sublicense Indications.

(f) BIOVEST shall promptly pay all Royalties required by this Sublicense Agreement.

(g) BIOVEST shall maintain insurance pursuant to Article 7 and shall cause such insurance to name REVIMMUNE as a coinsured.

ARTICLE 3—LICENSE GRANT

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ARTICLE 4—ROYALTY AND OTHER PAYMENTS AND REPORTS

(a) As consideration for the license rights granted BIOVEST under this agreement, BIOVEST will pay REVIMMUNE a Fixed Royalty equal to six percent (6%) of Net Sales (as defined in the JHU License) of any Sublicensed Product (the “Sublicensed Royalty”) by BIOVEST, its affiliates or sublicensees. The Fixed Royalty will not be payable on sales by BIOVEST to its Affiliates and will instead be applied to the sale of Sublicensed Products by such Affiliates.

(b) Royalty Stacking. In the event that a royalty is obligated to a third party, Biovest shall assume the full responsibility for any such royalty.

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(a) Insofar as any payment that is due under this Agreement is subject to any tax, duty, levy, or other government imposition, the Party receiving the payment agrees to bear any and all such taxes, duties, levies or impositions. Each Party hereby authorizes the other Party to withhold such taxes, duties, levies or impositions from the payments in accordance with this Agreement if BIOVEST or REVIMMUNE is required to do so under the laws of the United States. Whenever a Party deducts such tax, duty, levy or imposition from any payments due, then it shall furnish the other Party with a certificate showing the payment of thereof to the United States.

(b) In the event any payments which are due to under this Agreement are subject to value added taxation by any government, then the Party receiving the payment shall bear such value added tax in full and the Party making the payment shall be reimbursed therefore. If appropriate, the Party receiving payment may add such value

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added taxes to its royalty accounts, provided such value added taxes are credited against the other Party’s value added tax debt and the other Party is reimbursed in full with respect thereto. Notwithstanding anything herein to the contrary, the Party making the payment shall have no liability for any value added tax directly or indirectly relating to thereto.

(c) In the event any payment is subject to a withholding or other income tax in the Territory, promptly following becoming aware of the applicability of any such tax, the Party making the payment shall so advise the other Party. The Party receiving the payment shall have the right to contest with the appropriate governmental body any such proposed withholding and the other Party shall provide, at receiving Party’s expense, reasonable cooperation in any such contest. The Parties shall provide each other with such receipts or other evidence of any tax withheld as is necessary to claim any credit or deduction available to it in other jurisdictions. Payments shall only be reduced for withholding taxes imposed by the jurisdiction out of which the payment is directly made.

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report or pay pursuant to this Agreement. Said accountant shall not disclose to REVIMMUNE any information other than information relating to said reports, royalties, and payments. Results of any such examination shall be made available to both Parties. REVIMMUNE shall bear the full cost of the performance of any such audit, unless such audit demonstrates underpayment of royalties by BIOVEST of more than ten percent (10%) from the amount of the original royalty payment made by BIOVEST. In such event, BIOVEST shall bear the full cost of the performance of such audit.

ARTICLE 5—PATENT PROSECUTION; ENFORCEMENT; INFRINGEMENT

(a) Responsibility. The Parties hereby covenant, acknowledge and agree that the rights and responsibilities to prosecute and maintain any Patents licensed to REVIMMUNE pursuant to the JHU License shall be governed by the terms of the JHU License. Biovest hereby assumes fifty percent of the cost and responsibility for patent prosecution of the licensed claims of Revimmune including but not limited to the Sublicensed Rights.

(b) Cooperation. Each Party agrees to cooperate with the other Party to execute any documents necessary or desirable to secure and perfect the other Party’s legal rights and worldwide ownership in the other Party’s intellectual property, including, but not limited to documents relating to patent, trademark and copyright applications. Each Party agrees to take actions reasonably necessary to diligently prosecute and maintain its intellectual property in major commercial markets where viable protection is available. Each party or its representatives shall be entitled to meet and confer with the other Party and their patent counsel at reasonable times and places.

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(a) Claim or Suit Against BIOVEST. In the event of the institution of any claim or suit by a third party against BIOVEST for patent infringement involving the manufacture, use, or sale of any Sublicensed Product in the Territory, BIOVEST shall promptly notify REVIMMUNE in writing of such claim or suit, However, BIOVEST shall have the right to defend such claim or suit at its own expense and REVIMMUNE hereby agrees to assist and cooperate with BIOVEST to the extent necessary in the defense of such claim or suit. During the pendency of such claim or suit, BIOVEST shall continue to make all payments due under this Agreement, but shall have a credit against Sublicensed Royalty payments otherwise payable hereunder for the full amount of all reasonable costs and expenses incurred by BIOVEST in defending against such claim or suit; provided, however, that in applying the credit against any royalty payments, the amount of such payment shall not be reduced by more than 50% and any remaining credit shall be applied against subsequent royalty payments. The cost and expense of any such claim or suit including but not limited to the cost of defense shall be shared equally by Revimmune and Biovest.

(b) Claim or Suit Against REVIMMUNE. In the event of the institution of any claim or suit by a third party against REVIMMUNE for patent infringement involving the manufacture, use, or sale of any Sublicensed Product in the Territory covered by this Sublicense Agreement, REVIMMUNE shall promptly notify BIOVEST in writing of such claim or suit. REVIMMUNE shall have the right but not the obligation to defend such claim or suit at its own expense and BIOVEST hereby agrees to assist and cooperate with REVIMMUNE, at BIOVEST’s own expense (provided that Revimmune shall reimburse BIOVEST for its out-of-pocket expenses), to the extent necessary in the defense of such claim or suit.

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ARTICLE 6—CONFIDENTIALITY

(a) was already known to the receiving Party, other than under an obligation of confidentiality, at the time of disclosure by the other Party;

(b) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving Party;

(c) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving Party in breach of this Agreement;

(d) was disclosed to the receiving Party, other than under an obligation of confidentiality, by a Third party who had no obligation to the disclosing Party not to disclose such information to others; or

(e) was independently developed by or for the receiving Party by persons not having access to such information, as determined by the written records of such party.

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ARTICLE 7—INDEMNIFICATION

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ARTICLE 8—TERM; TERMINATION

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ARTICLE 9—MISCELLANEOUS PROVISIONS

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REVIMMUNE, LLC

324 South Hyde Park Avenue

Suite 350

Tampa, FL 33606

Attn: Managing Member

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BIOVEST INTERNATIONAL, INC.

324 South Hyde Park Avenue

Suite 350

Tampa, FL 33606

Attn: CEO

(a) Senior Officials. The Parties recognize that a bona fide dispute as to certain matters may from time to time arise during the term of this Agreement which relates to either Party’s rights and/or obligations hereunder. In the event of the occurrence of such a dispute, either Party may, by notice to the other Party, have such dispute referred to their respective senior officials designated below or their successors, for attempted resolution by good faith negotiations within thirty (30) days after such notice is received. Said designated senior officials are as follows:

In the event the designated senior officials are not able to resolve such dispute within the thirty (30) day period, either Party may invoke the provisions of Section 10.11(b).

(b) Arbitration. In the event of any dispute, difference or question arising between the Parties in connection with this Agreement, the construction thereof, or the rights, duties or liabilities of either Party, and which dispute cannot be amicably resolved by the good faith efforts of both Parties, then such dispute shall be resolved by binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration panel shall be composed of three arbitrators, one of whom shall be chosen by REVIMMUNE, one by BIOVEST, and the third by the two so chosen. If both or either of BIOVEST or REVIMMUNE fails to choose an arbitrator or arbitrators within fourteen (14) days after receiving notice of commencement of arbitration or if the two arbitrators fail to choose a third arbitrator within fourteen (14) days after their appointment, the then President of the American Arbitration Association shall, upon the request of both or either of the Parties to the arbitration, appoint the arbitrator or arbitrators required to complete the board or, if he shall decline or fail to do

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so, such arbitrator or arbitrators shall be appointed by the American Arbitration Association. The decision of the arbitrators shall be by majority vote and, at the request of either Party; the arbitrators shall issue a written opinion of findings of fact and conclusions of law. Costs shall be borne as determined by the arbitrators. Unless the Parties to the arbitration shall otherwise agree to a place of arbitration, the place of arbitration shall be at Tampa, Florida, U.S.A. The arbitration award shall be final and binding upon the Parties to such arbitration and may be entered in any court having jurisdiction.

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IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed by its duly authorized officer as of the day and year first above written.

EXHIBIT A

Johns Hopkins University License Agreement