Exhibit 10.4


 





Option
Exchange Agreement


 


This Option Exchange Agreement (this “Agreement”)
is dated as of March 16, 2015 between Champions Oncology, Inc. (the “Company”) and David Miller (the “Employee”).


 


WHEREAS, the Company granted the
Employee stock options to purchase shares of the Company’s common stock under its 2010 Equity Incentive Plan as set forth
on Schedule A attached hereto (each an “Existing Option” and collectively the “Existing Options”);


 


WHEREAS, the Existing Options have
exercise prices per share that are significantly higher than the current market price of the Company’s common stock; and


 


WHEREAS, the Company wishes to offer
to exchange each of the Existing Options with a new option (each a “New Option” and collectively the “New
Options”) that will have an exercise price equal to the fair market value of the Company’s stock on the date of
grant (which is the date hereof) in order to provide the Employee with the benefit of owning options that over time may have a
greater potential to increase in value, and thus create better performance incentives for the Employee and, as a result, maximize
shareholder value, and the Employee wishes to accept such offer;


 


NOW, THEREFORE, in consideration
of the foregoing and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the
Company and the Employee agree as follows:


 


1.                 
Each of the Existing Options is hereby cancelled and disposed of, and the Employee has no rights whatsoever with respect
to the Existing Options.


 


2.                 
The Company shall grant the Employee the New Options in connection with the execution of this Agreement. The New Options
shall be subject to the terms of the Company’s 2010 Equity Incentive Plan and otherwise have the terms set forth in the applicable
stock option agreement. Each New Option will be for a number of shares that, when combined with the New Option’s exercise
price, will have the same Black-Sholes value as the corresponding Existing Option, as set forth on Schedule A. Each New
Option will have the same vesting schedule and expiration date as the corresponding Existing Option.


 


3.                 
The Employee acknowledges that he has had the opportunity to consult counsel and tax advisors prior to entering into this
Agreement. The Employee acknowledges that he is aware of the Company’s business affairs and financial condition, including
the risks related to the Company’s business as set forth in the Company’s filings with the Securities and Exchange
Commission on Form 10-Q and Form 10-K, and has acquired sufficient information about the Company to reach an informed and knowledgeable
decision to enter into this Agreement.


 


4.                 
The Employee acknowledges and agrees that this Agreement does not affect the “at-will” nature of his employment
with the Company and that his employment with the Company can be terminated by the Employee or the Company at any time, with or
without notice, unless provided otherwise pursuant to any employment agreement with the Company.


 


5.                 
This Agreement shall be governed by the laws of the State of Delaware, without regard to conflicts of laws principles.


 


6.                 
This Agreement may be signed in any number of counterparts, each of which shall be deemed to be an original, and all of
which together shall constitute one and the same instrument.


 


[Signature page follows]


 






    	 



    	 



    

 


IN WITNESS WHEREOF, the parties hereto have
caused this Agreement to be duly executed as of the date first indicated above.


 


 





	 	CHAMPIONS ONCOLOGY, INC.	 
	 	 	 	 
	 	By:	/s/ Joel Ackerman	 
	 		Name: Joel Ackerman	 
	 		Title: Chief Executive Officer	 
	 	 	 	 
	 	 	 	 
	 	/s/ David Miller	 
	 	David Miller	 


 






    	 



    	 



    







 


Schedule A


  







	 	 	 	Existing Options	 	 	New Options	 
	Date	 	 	Shares	 	 	Exercise Price	 	 	Shares	 	 	Exercise Price	 
	 	June 11, 2013	 	 	 	75,000	 	 	$	0.47	 	 	 	73,851	 	 	$	0.41