Exhibit 10.2


 


THIRD AMENDMENT TO

INVESTOR RIGHTS AGREEMENT


 


This THIRD AMENDMENT, dated as of November
5, 2018 (this “Amendment”), to the Investor Rights Agreement, dated as of September 11, 2017 (as it may be amended
from time to time, the “Investor Rights Agreement”), is entered into between Oncobiologics, Inc., a Delaware
corporation (the “Company”), and BioLexis Pte. Limited, a Singapore private limited company (formerly known
as GMS Tenshi Holdings Pte. Limited, the “Investor” and, collectively with the Company, the “Parties”).
Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Investor Rights Agreement.


 


WHEREAS, the Company and the Investor entered
into the Investor Rights Agreement;


 


WHEREAS, Section 8.7 of the Investor
Rights Agreement permits the Parties to amend the Investor Rights Agreement by an instrument in writing signed on behalf of the
Company and the Investor;


 


WHEREAS, the Company and Investor are entering
into that certain Purchase Agreement, dated as of the date hereof (the “Nov 2018 Purchase Agreement”), pursuant
to which, subject to the terms and conditions contained therein, Investor will purchase from the Company, and the Company will
issue to Investor, the Shares (as defined therein); and


 


WHEREAS, in connection therewith, the Company
and the Investor desire to further amend the Investor Rights Agreement as provided herein.


 


NOW, THEREFORE, in consideration of the foregoing
and the respective representations, warranties, covenants and agreements contained herein, and intending to be legally bound hereby,
the Company and the Investor hereby agree as follows:


 


1.            Amendment
of definition of Common Shares in the Investor Rights Agreement. Notwithstanding the amended definition found in the Second
Amendment to the Investor Rights Agreement, the definition of “Common Shares” in Article VIII of the Investor Rights
Agreement is hereby amended and restated as follows: “means the Preferred Shares, the Series A-1 Preferred (including the
New Preferred, as each term is defined in the Exchange Agreement), and shares of Common Stock issuable upon conversion of the Preferred
Shares, the Series A-1 Preferred (including the Conversion Shares, as such term is defined in the Exchange Agreement) and exercise
of the Warrants, together with any shares of Common Stock (including, as each term is defined in the 2018 Purchase Agreement and
in the Nov 2018 Purchase Agreement, as the case may be, the Common Shares, Shares, Warrants and Warrant Shares) otherwise held
by the Shareholder, any Affiliate Shareholder and any Transferee Shareholder at any time following the date of this Agreement”.


 


2.             Representations
and Warranties. Each of the Company and the Investor represents and warrants that (a) it has the corporate power and authority
to execute and deliver this Amendment and (b) this Amendment constitutes the legal, valid and binding obligation of each of
the above parties, enforceable against each such party in accordance with its terms, subject to the Enforceability Exceptions.


 




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3.            
Amendment of Section 8.2 (Fees and Expenses) of the Investor Rights Agreement. Section 8.2 of the Investor Rights
Agreement is hereby amended and restated in its entirety as follows:


 


“Fees and Expenses. All costs and expenses
incurred by the Parties in connection with the negotiation, execution and delivery of this Agreement, the Purchase Agreement, the
Nov 2018 Purchase Agreement and any amendments relating thereto, and any costs and expenses, including advisor and attorney fees,
incurred by Investor in connection with its ownership of any securities of the Company, including the Common Shares and the Warrants,
will be borne solely and entirely by the Company, and the Company shall pay or reimburse Investor for all such amounts within ten
(10) Business Days of receipt of an invoice relating thereto.”


 


4.             No
Other Modification. The Investor Rights Agreement shall not be modified by this Amendment in any respect except as expressly
set forth herein.


 


5.             Miscellaneous.
Sections 8.5 (Interpretation; Headings), 8.6 (Severability), 8.7 (Entire Agreement; Amendments),
8.13 (Waiver), 8.8 (Assignment; No Third Party Beneficiaries), 8.10 (Governing Law; Consent
to Jurisdiction; Waiver of Jury Trial) and 8.11 (Counterparts) of the Investor Rights Agreement are hereby incorporated
into this Amendment mutatis mutandis as if set forth in full herein.


 


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IN WITNESS WHEREOF, the Company and the
Investor have caused this Amendment to be executed as of the date first written above by their respective officers thereunto duly
authorized.


 




    	



     


    

 


	 	ONCOBIOLOGICS, INC.
	 	 	 
	 	 	 
	 	By:	/s/ Lawrence A. Kenyon
	 	 	Name:	Lawrence A. Kenyon
	 	 	Title:	Chief Executive Officer and
	 	 	 	Chief Financial Officer


 


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		BIOLEXISE PTE. LIMITED
	 	 	 
	 	By:	/s/ Faisal Sukhtian
	 	 	Name:	Faisal Sukhtian
	 	 	Title:	Director




 





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