EXHIBIT 10.4


 


GUARANTY


(iBio, Inc.)


 


THIS GUARANTY (as amended,
restated, supplemented or otherwise modified from time to time, this “Guaranty”) is executed as of November 1,
2021, by IBIO, INC., a Delaware corporation (“Guarantor”), for the benefit of WOODFOREST NATIONAL BANK,
a national banking association (“Lender”).


 


RECITALS


 


A.            IBIO
CDMO LLC, a Delaware limited liability company (“Borrower”), and Lender have entered into the Credit Agreement
dated the same date as this Guaranty (as amended, restated, supplemented or otherwise modified from time to time, the “Credit
Agreement”), together with certain other Loan Documents.


 


B.            Guarantor
is an Affiliate and parent of Borrower and has agreed to enter into this Guaranty so that Borrower can receive the benefits of the Guaranteed
Obligation (as defined below).


 


C.            In
Guarantor’s judgment, the value of the consideration received and to be received by it under the Loan Documents is reasonably worth
at least as much as its liability and obligation under this Guaranty, and such liability and obligation may reasonably be expected to
benefit Guarantor directly or indirectly.


 


D.            It
is expressly understood among Borrower, Guarantor, and Lender that the execution and delivery of this Guaranty is a condition precedent
to Lender’s obligations to advance the Term Loan to Borrower under the Credit Agreement.


 


NOW, THEREFORE, for valuable
consideration, the receipt and adequacy of which are hereby acknowledged, Guarantor guarantees to Lender the prompt payment at maturity
(by acceleration or otherwise), and at all times thereafter, of the Guaranteed Obligation, as follows:


 


1.            Definitions.
Each capitalized term used but not defined in this Guaranty shall have the meaning given that term in the Credit Agreement. The following
terms shall have the following meanings as used in this Guaranty:


 


Borrower
has the meaning given in Recital A and includes, without limitation, all of Borrower’s successors and assigns, Borrower as debtor-in-possession,
and any receiver, trustee, liquidator, conservator, custodian, or similar party hereafter appointed for Borrower or for all or any portion
of Borrower’s assets pursuant to any liquidation, conservatorship, bankruptcy, moratorium, rearrangement, receivership, insolvency,
reorganization, or similar Debtor Relief Law from time to time in effect.


 


Company
Debt means all obligations of Borrower to Guarantor, whether direct, indirect, fixed, contingent, liquidated, unliquidated,
joint, several, or joint and several, now existing or arising after the date of this Guaranty, due or to become due to Guarantor, or held
or to be held by Guarantor, whether created directly or acquired by assignment or otherwise, and whether or not evidenced by written instrument
including the obligation of Borrower to Guarantor as a subrogee of the Lender or resulting from Guarantor’s performance under this
Guaranty.


 






    


     


    

 


Guaranteed
Obligation means any and all existing and future indebtedness and liabilities of every kind, nature, and character, direct
or indirect, absolute or contingent, liquidated or unliquidated, voluntary or involuntary, of Borrower to Lender arising under the Credit
Agreement and the other Loan Documents, including, but not limited to, the Obligations under, and as defined in, the Credit Agreement
and any premium and all interest (including, without limitation, interest accruing before and after maturity, before and after a Default,
and during the pendency of any bankruptcy, receivership insolvency or other similar proceeding under any applicable Debtor Relief Law
(regardless whether such interest is allowed in such proceeding)), and any and all costs, attorney and paralegal fees and expenses reasonably
incurred by Lender (a) in connection with any waiver, amendment, consent or default under the Loan Documents, or (b) to enforce
Borrower’s, Guarantor’s, or any other obligor’s payment of any portion of the Guaranteed Obligation.


 


Paid
in Full or Payment in Full means that the Guaranteed Obligation is completely paid in full in cash (including
principal, interest, fees and expenses).


 


Unrestricted
Cash means cash and Cash Equivalents of Guarantor that would not appear as “restricted” on a consolidated balance
sheet of Guarantor and of its Subsidiaries, including, for all purposes in this Guaranty, investments in investment grade corporate bonds
made by Guarantor through its financial advisor, Pershing Advisor Solutions LLC, a BNY Mellon company (“PAS”),
in the ordinary course of business, maintained in an account referenced in Section 18 of this Guaranty.


 


2.            Guaranty.
Guarantor hereby guarantees prompt payment and performance of the Guaranteed Obligation when due (at the stated maturity, upon acceleration,
or otherwise) and at all times thereafter. This is an absolute, unconditional irrevocable and continuing guaranty of payment (and not
of collection) of the Guaranteed Obligation which will remain in effect until the Guaranteed Obligation is Paid in Full. The circumstance
that at any time or from time to time all or any portion of the Guaranteed Obligation may be Paid in Full shall not affect the Guarantor’s
obligation with respect to the Guaranteed Obligation thereafter incurred pursuant to the terms of the Credit Agreement. Guarantor may
not rescind or revoke its obligations to Lender under this Guaranty with respect to the Guaranteed Obligation. All payments under this
Guaranty shall be made to the office of Lender and in U.S. Dollars.


 


3.            Default
by Borrower. If a Default exists, Guarantor shall pay the amount of the Guaranteed Obligation then due and payable to Lender on demand
and without (a) further notice of dishonor to Guarantor, (b) any prior notice to Guarantor of the acceptance by Lender of this
Guaranty, (c) any notice having been given to Guarantor prior to such demand of the creating or incurring of such Debt, or (d) notice
of intent to accelerate or notice of acceleration to Guarantor or Borrower. To enforce such payment by Guarantor it shall not be necessary
for Lender to first or contemporaneously institute suit or exhaust remedies against Borrower or others liable on such Debt, or to enforce
rights against any security or collateral ever given to secure such Debt.


 


4.            Amount
of Guaranty, Consideration and Avoidance Limitation.


 


(a)            The
Lender’s books and records showing the amount of the Guaranteed Obligation shall be admissible in evidence in any action or proceeding,
and shall be binding upon the Guarantor and conclusive for the purpose of establishing the amount of the Guaranteed Obligation, absent
manifest error.


 


(b)            In
consummating the transactions contemplated by the Credit Agreement, Guarantor does not intend to disturb, delay, hinder, or defraud either
its present or future creditors. Guarantor is familiar with, and has independently reviewed books and records regarding, the financial
condition of Borrower and is familiar with the value of the security and support for the payment and performance of the Guaranteed Obligation.
Based upon such examination, and taking into account the fairly discounted value of Guarantor’s contingent obligations under this
Guaranty and the value of the subrogation and contribution claims Guarantor could make in connection with this Guaranty, and assuming
each of the transactions contemplated by the Credit Agreement is consummated, and Borrower makes full use of the credit facilities thereunder,
the present realizable fair market value of the assets of Guarantor exceeds the total obligations of Guarantor, and Guarantor is able
to realize upon its assets and pay its obligations as such obligations mature in the normal course of business.


 






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(c)            Guarantor
represents and warrants to Lender that the value of consideration received and to be receive by it is reasonably worth at least as much
as its liability under this Guaranty, and such liability may reasonably expected to benefit Guarantor, directly or indirectly.


 


(d)            The
obligations of Guarantor under this Guaranty shall be limited to an aggregate amount equal to the largest amount that would not render
its obligations under this Guaranty subject to avoidance under Section 548 of the U.S. Bankruptcy Code or any comparable provisions
of any applicable state law.


 


5.            Liability
for Other Debt of Borrower. If Guarantor becomes liable for any Debt owing by Borrower to Lender, by endorsement or otherwise, other
than under this Guaranty, such liability shall not be impaired or affected by this Guaranty and the rights of Lender under this Guaranty
shall be cumulative of any and all other rights that Lender may ever have against Guarantor.


 


6.            Subordination.
Guarantor hereby expressly subordinates all Company Debt to the Payment in Full of the Guaranteed Obligation. Guarantor agrees not to
receive or accept any payment from Borrower with respect to the Company Debt at any time a Default exists and, in the event Guarantor
receives any payment on the Company Debt in violation of the foregoing, Guarantor shall hold any such payment for the benefit of Lender
and promptly turn it over to Lender, in the form received (with any necessary endorsements), to be applied to the Guaranteed Obligation.
If Lender so requests, any such Company Debt shall be enforced and all amounts received by Guarantor shall be received in trust for the
Lender and the proceeds thereof shall be paid over to the Lender on account of the Guaranteed Obligation, but without reducing or affecting
in any manner the liability of Guarantor under this Guaranty. Notwithstanding the foregoing and for the avoidance of doubt, so long as
no Potential Default or Default exists and is continuing under the Credit Agreement, Guarantor may receive or accept payments from Borrower,
consisting solely of the payment of regularly scheduled accrued interest, with respect to Company Debt in the ordinary course of business


 


7.            Subrogation.
Until the Guaranteed Obligation is Paid In Full, Guarantor agrees that Guarantor will not assert, enforce, or otherwise exercise (a) any
right of subrogation to any of the rights or liens of Lender or any other beneficiary against Borrower or any other obligor on the Guaranteed
Obligation or any collateral or other security, or (b) any right of recourse, reimbursement, subrogation, contribution, indemnification,
or similar right against Borrower or any other obligor or other guarantor on all or any part of the Guaranteed Obligation (whether such
rights in clause (a) or clause (b) arise in equity, under contract, by statute, under common law, or otherwise).


 


8.            Enforceability
of Guaranty; No Release.


 


(a)            This
Guaranty shall not be affected by the genuineness, validity, regularity or enforceability of the Guaranteed Obligation or any instrument
or agreement evidencing any part of the Guaranteed Obligation, or by the existence, validity, enforceability, perfection, or extent of
any collateral securing the Guaranteed Obligation, or by any fact or circumstance relating to the Guaranteed Obligation which might otherwise
constitute a defense to the obligations of the Guarantor under this Guaranty.


 






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(b)            Guarantor
agrees that Lender may, at any time and from time to time, and without notice to Guarantor, make any agreement with Borrower or with any
other Person liable on any of the Guaranteed Obligation or providing collateral as security for the Guaranteed Obligation, for the extension,
renewal, payment, compromise, discharge or release of the Guaranteed Obligation or any collateral (in whole or in part), or for any modification
or amendment of the terms thereof or of any instrument or agreement evidencing the Guaranteed Obligation or the provision of collateral,
all without in any way impairing, releasing, discharging or otherwise affecting the obligations of Guarantor under this Guaranty.


 


(c)            Guarantor
hereby agrees that its obligations under the terms of this Guaranty shall not be released, discharged, diminished, impaired, reduced or
otherwise adversely affected by any of the following:


 


(i)            Lender’s
taking or accepting of any other security or guaranty for any or all of the Guaranteed Obligation;


 


(ii)            any
release, surrender, exchange, subordination or loss of any security at any time existing in connection with any or all of the Guaranteed
Obligation;


 


(iii)            any
full or partial release of the liability of any other obligor on the Guaranteed Obligation;


 


(iv)            the
insolvency, becoming subject to any Debtor Relief Law, or lack of corporate power of Borrower or any party at any time liable for the
payment of any or all of the Guaranteed Obligation;


 


(v)            any
renewal, extension or rearrangement of the payment of any or all of the Guaranteed Obligation, either with or without notice to or consent
of Guarantor, or any adjustment, indulgence, forbearance, or compromise that may be granted or given by Lender to Borrower, Guarantor,
or any other obligor on the Guaranteed Obligation;


 


(vi)            any
neglect, delay, omission, failure or refusal of Lender to take or prosecute any action for the collection of all or any part of the Guaranteed
Obligation or to foreclose or take or prosecute any action in connection with any instrument or agreement evidencing or securing any or
all of the Guaranteed Obligation;


 


(vii)            any
failure of Lender to give Guarantor notice of any of the foregoing it being understood that Lender shall not be required to give Guarantor
any notice of any kind under any circumstances with respect to or in connection with the Guaranteed Obligation, other than any notice
expressly required to be given to Guarantor under this Guaranty;


 


(viii)            the
unenforceability of all or any part of the Guaranteed Obligation against Borrower by reason of the fact that the Guaranteed Obligation
(or the interest on the Guaranteed Obligation) exceeds the amount permitted by law, the act of creating the Guaranteed Obligation, or
any part thereof, is ultra vires, or the officers creating same exceeded their authority or violated their fiduciary duties in
connection therewith;


 






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(ix)            any
payment of the Obligation to Lender is held to constitute a preference under any Debtor Relief Law or if for any other reason Lender is
required to refund such payment or make payment to someone else (and in each such instance this Guaranty shall be reinstated in an amount
equal to such payment); or


 


(x)            any
discharge, release, or other forgiveness of Borrower’s personal liability for the payment of the Guaranteed Obligation.


 


9.            Exercise
of Rights and Waiver.


 


(a)            No
failure by Lender to exercise, and no delay in exercising, any right or remedy under this Guaranty shall operate as a waiver thereof.
The exercise by Lender of any right or remedy under this Guaranty, the Loan Documents, or other instrument, or at law or in equity, shall
not preclude the concurrent or subsequent exercise of any other right or remedy. The remedies provided in this Guaranty are cumulative
and not exclusive of any remedies provided by law or in equity. The unenforceability or invalidity of any provision of this Guaranty shall
not affect the enforceability or validity of any other provision herein.


 


(b)            The
obligations of Guarantor under this Guaranty are those of primary obligor, and not merely as surety, and are independent of the Guaranteed
Obligation. Guarantor waives diligence by Lender and action on delinquency in respect of the Guaranteed Obligation or any part thereof,
including any provisions of laws requiring Lender to exhaust any right or remedy or to take any action against Borrower, any other Guarantor
or any other Person before enforcing this Guaranty against Guarantor. Guarantor hereby waives all rights by which Guarantor might be entitled
to require suit on an accrued right of action in respect of any of the Guaranteed Obligation or require suit against Borrower or others.


 


(c)            Guarantor
waives notice of acceptance of this Guaranty, notice of any loan to which this Guaranty may apply, and waives presentment, demand for
payment, protest, notice of dishonor or nonpayment of any loan, notice of intent to accelerate, notice of acceleration, and notice of
any suit or notice of the taking of other action by Lender against Borrower, Guarantor or any other Person and any notice to any party
liable thereon (including Guarantor), without reducing or affecting in any manner the liability of Guarantor under this Guaranty.


 


10.            Stay
of Acceleration. In the event that acceleration of the time for payment of any of the Guaranteed Obligation is stayed, upon the insolvency,
bankruptcy or reorganization of the Borrower or any other Person, or otherwise, all such amounts shall nonetheless be payable by Guarantor
immediately upon demand by Lender.


 


11.            Expenses.
Guarantor shall pay on demand all documented out-of-pocket expenses (including reasonable attorneys’ fees and expenses) in any way
relating to the enforcement or protection of the Lender’s rights under this Guaranty, including any incurred in the preservation,
protection or enforcement of any rights of the Lender in any case commenced by or against Guarantor under Title 11, United States Code
or any similar or successor statute. The obligations of the Guarantor under the preceding sentence shall survive termination of this Guaranty.


 


12.            Amendments.
No provision of this Guaranty may be waived, amended, supplemented or modified, except by a written instrument executed by Lender and
Guarantor.


 


13.            Change
in Guarantor’s Status. Should Guarantor become insolvent, or fail to pay its debts generally as they become due, or voluntarily
seek, consent to, or acquiesce in the benefit or benefits of any Debtor Relief Law or become a party to (or be made the subject of) any
proceeding provided for by any Debtor Relief Law (other than as a creditor or claimant) that could suspend or otherwise adversely affect
the rights of Lender granted under this Guaranty, then, in any such event, the Guaranteed Obligation shall be, as between Guarantor and
Lender, a fully matured, due, and payable obligation of Guarantor to Lender (without regard to whether Borrower is then in Default or
whether the Guaranteed Obligation, or any part thereof is then due and owing by Borrower to Lender), payable in full by Guarantor to Lender
upon demand, which shall be the estimated amount owing in respect of the contingent claim created under this Guaranty.


 






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14.            Information.
Guarantor agrees to furnish promptly to Lender any and all financial or other information regarding Guarantor or its property as Lender
may reasonably request in writing.


 


15.            Reliance
and Duty to Remain Informed. Guarantor confirms that it has executed and delivered this Guaranty after reviewing the terms and conditions
of the Credit Agreement and the other Loan Documents and such other information as it has deemed appropriate in order to make its own
credit analysis and decision to execute and deliver this Guaranty. Guarantor confirms that it has made its own independent investigation
with respect to Borrower’s creditworthiness and is not executing and delivering this Guaranty in reliance on any representation
or warranty by Lender as to such creditworthiness. Guarantor expressly assumes all responsibilities to remain informed of the financial
condition of Borrower and any circumstances affecting (a) Borrower’s ability to perform under the Loan Documents to which Borrower
is a party or (b) any collateral securing all or any part of the Guaranteed Obligation.


 


16.            Representations
and Warranties. Guarantor acknowledges that certain representations and warranties set out in the Credit Agreement are in respect
of Guarantor, and Guarantor reaffirms that each such representation and warranty is true and correct. In addition to the foregoing,
Guarantor further represents and warrants to Lender that (a) it is duly organized, validly existing, and in good standing under the
Laws of the jurisdiction in which it is organized, (b) it is qualified to do business in all jurisdictions where such qualification
is necessary (except where failure to so qualify would not reasonably be expected to have a Material Adverse Effect), (c) it has
all necessary permits, licenses, franchises, patents, copyrights, trademarks and trade names, or rights to conduct its business, (d) it
has the necessary corporate authority to own its assets and conduct its business, (e) it has the requisite power and authority to
execute, deliver and perform this Guaranty and the other Loan Documents to which it is a party, (f) the execution and delivery by
it of this Guaranty and the other Loan Documents to which it is a party, and its performance of its obligations hereunder and thereunder,
(i) have been duly authorized by Guarantor, (ii) do not conflict with any of its Organizational Documents, (iii) do not
conflict with any Law or Material Agreement by which Guarantor is bound, (iv) do not require any material consent or approval of,
registration or filing with, or any other action by, any Governmental Authority, except such as have been obtained or made and are in
full force and effect, and (v) will not result in the creation or imposition of any Lien on any the assets of Guarantor, except for
Liens in favor of Lender, (g) this Guaranty and each other Loan Document to which it is a party has been duly executed and delivered
to Lender by Guarantor, and this Guaranty and each such other Loan Document constitutes a legal, valid, and binding obligation of Guarantor
and is enforceable against Guarantor in accordance with its respective terms, except as enforceability may be limited by applicable Debtor
Relief Laws, other laws of general application relating to the enforcement of creditors’ rights, and general principles of equity,
and (h) it is in compliance with all Laws applicable to it or to its property except where the failure to comply, individually or
in the aggregate, could not reasonably be expected to have a Material Adverse Effect.


 


17.            Covenants.
Guarantor acknowledges that certain covenants set forth in the Credit Agreement are in respect of Guarantor or shall be imposed upon Guarantor,
including, without limitation, the delivery of annual and quarterly financial statements pursuant to Section 8.1 thereof
and the maintenance of insurance pursuant to Section 8.6 thereof, and Guarantor covenants and agrees to promptly and
properly perform, observe, and comply with each such covenant.


 






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18.            Liquidity.
Guarantor shall not permit at any time its Unrestricted Cash to be less than $10,000,000, such requirement to be tested as of the last
day of each fiscal quarter of Guarantor, commencing with the fiscal quarter ended December 31, 2021, and at such other times requested
by Lender, such amount of Unrestricted Cash to be deposited and maintained with PAS in account number TVD-001864, or in such other account(s) agreed
to in writing by Guarantor and Lender.


  


19.            INDEMNITY.
GUARANTOR SHALL INDEMNIFY, PROTECT, AND HOLD LENDER AND ITS PARENT, SUBSIDIARIES, DIRECTORS, OFFICERS, EMPLOYEES, REPRESENTATIVES, AGENTS,
SUCCESSORS, PERMITTED ASSIGNS, AND ATTORNEYS (COLLECTIVELY, THE “INDEMNIFIED PARTIES”) HARMLESS FROM AND AGAINST
ANY AND ALL LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, ACTIONS, JUDGMENTS, SUITS, CLAIMS, AND PROCEEDINGS AND ALL COSTS, EXPENSES
(INCLUDING, WITHOUT LIMITATION, ALL REASONABLE ATTORNEYS’ FEES AND LEGAL EXPENSES WHETHER OR NOT SUIT IS BROUGHT), AND REASONABLE
DISBURSEMENTS OF ANY KIND OR NATURE (THE “INDEMNIFIED LIABILITIES”) THAT MAY AT ANY TIME BE IMPOSED ON, INCURRED
BY, OR ASSERTED AGAINST THE INDEMNIFIED PARTIES, IN ANY WAY RELATING TO OR ARISING OUT OF (A) THE DIRECT OR INDIRECT RESULT
OF THE VIOLATION BY BORROWER OF ANY ENVIRONMENTAL LAW, (B) BORROWER’S GENERATION, MANUFACTURE, PRODUCTION, STORAGE, RELEASE,
THREATENED RELEASE, DISCHARGE, DISPOSAL, OR PRESENCE IN CONNECTION WITH ITS PROPERTIES OF A HAZARDOUS SUBSTANCE (INCLUDING, WITHOUT LIMITATION,
(I) ALL DAMAGES FROM ANY USE, GENERATION, MANUFACTURE, PRODUCTION, STORAGE, RELEASE, THREATENED RELEASE, DISCHARGE, DISPOSAL, OR
PRESENCE, OR (II) THE COSTS OF ANY ENVIRONMENTAL INVESTIGATION, MONITORING, REPAIR, CLEANUP, OR DETOXIFICATION AND THE PREPARATION
AND IMPLEMENTATION OF ANY CLOSURE, REMEDIAL, OR OTHER PLANS), OR (C) THE LOAN DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED THEREIN.
HOWEVER, ALTHOUGH EACH INDEMNIFIED PARTY SHALL BE INDEMNIFIED HEREUNDER FOR ITS OWN ORDINARY NEGLIGENCE, NO INDEMNIFIED PARTY HAS THE
RIGHT TO BE INDEMNIFIED HEREUNDER FOR (I) ITS OWN FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT AS DETERMINED BY A COURT OF COMPETENT
JURISDICTION BY FINAL AND NONAPPEALABLE JUDGMENT OR (2) A CLAIM BROUGHT BY GUARANTOR AGAINST AN INDEMNIFIED PARTY FOR BREACH IN BAD
FAITH OF SUCH INDEMNIFIED PARTY’S OBLIGATIONS HEREUNDER, IF GUARANTOR HAS OBTAINED A FINAL AND NONAPPEALABLE JUDGMENT IN ITS
FAVOR ON SUCH CLAIM AS DETERMINED BY A COURT OF COMPETENT JURISDICTION. THE PROVISIONS OF AND UNDERTAKINGS AND INDEMNIFICATION SET FORTH
IN THIS SECTION 19 SHALL SURVIVE THE PAYMENT IN FULL OF THE GUARANTEED OBLIGATION AND TERMINATION OF THIS GUARANTY.


 


20.            Setoff
and Offset.


 


(a)            The
Guaranteed Obligation shall not be reduced, discharged or released because or by reason of any existing or future offset, claim or defense
(except for the defense of Payment in Full of the Guaranteed Obligation) of Borrower or any other party against Lender or against payment
of the Guaranteed Obligation, whether such offset, claim, or defense arises in connection with the Guaranteed Obligation or otherwise.
Such claims and defenses include, without limitation, failure of consideration, breach of warranty, fraud, statute of frauds, bankruptcy,
infancy, statute of limitations, lender liability, accord and satisfaction, and usury.


 


(b)            If
and to the extent any payment is not made when due under this Guaranty, Lender may setoff and charge from time to time any amounts so
due against any or all of the Guarantor’s accounts or deposits with Lender.


 






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21.            Binding
Agreement. This Guaranty is for the benefit of Lender and its successors and assigns. Guarantor acknowledges that in the event of
an assignment of the Guaranteed Obligation or any part thereof in accordance with the Credit Agreement, the rights and benefits under
this Guaranty, to the extent applicable to the Debt so assigned, may be transferred with such Debt. This Guaranty is binding on Guarantor
and its successors and permitted assigns, provided that Guarantor may not assign its rights or obligations under this Guaranty
without the prior written consent of Lender (and any attempted assignment without such consent shall be void).


  


22.            Notices.
All notices required or permitted to be given under this Guaranty, if any, must be in writing and shall or may, as the case may be, be
given in the same manner as notice is given under the Credit Agreement as follows:


 


If to Lender:


 


Woodforest National Bank


25231 Grogan’s Mill, 6th Floor


The Woodlands,
Texas 77380


Facsimile: 713 495-8254


Email: Cameron.Jones@woodforest.com


Attention: Cameron D. Jones


 


with a copy to:


 


Porter Hedges LLP


1000 Main Street, 36th Floor


Houston, Texas 77002


Facsimile: 713
226-6246


Email: AGibson@porterhedges.com


Attention: Anders T. C. Gibson


 


If to Guarantor:


 


iBio, Inc.


8800 HSC Parkway


Bryan, Texas 77807


Email: rob.lutz@ibioinc.com


Attn: Robert Lutz


 


with a copy to:


 


Venable LLP


750 East Pratt Street, Suite 900


Baltimore, Maryland 21202


Facsimile: (410)
244-7742


Email: PCLevin@Venable.com


Attention: Paul C. Levin


 


Subject to the terms of the Credit Agreement,
by giving at least 30 days written notice, any party to this Guaranty shall have the right from time to time and at any time while this
Guaranty is in effect to change its addresses or fax numbers and each shall have the right to specify a different address or fax number
within the United States of America. Nothing in this Section 22 shall be construed to require any notice to Guarantor
not otherwise expressly required in this Guaranty.


 






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23.            Reinstatement.
Notwithstanding anything in this Guaranty to the contrary, this Guaranty shall continue to be effective or be reinstated, as the case
may be, if at any time any payment of any portion of the Guaranteed Obligations is revoked, terminated, rescinded or reduced or must otherwise
be restored or returned upon the insolvency, bankruptcy or reorganization of Borrower or any other Person or otherwise, as if such payment
had not been made and without regard to whether Lender is in possession of or has released this Guaranty and regardless of any prior revocation,
rescission, termination or reduction. In the event that this Guaranty is deemed to be reinstated after it has been terminated and released
by Lender, the termination and release shall be deemed not to have occurred, this Guaranty shall be reinstated and shall be in full force
and effect as if it had never been terminated or released. If this Guaranty has been returned to the Guarantor, the Guarantor shall promptly
deliver this Guaranty to Lender or Lender may provide Guarantor with a copy of this Guaranty and the Guarantor shall promptly execute
and deliver a copy of this Guaranty to Lender.


 


24.            Governing
Law, Forum, and Venue.


 


(a)            THIS
GUARANTY IS TO BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH — AND ITS PERFORMANCE ENFORCED UNDER — THE LAWS OF THE STATE
OF TEXAS.


 


(b)            Any
suits, claims or causes of action arising directly or indirectly from this Guaranty or any of the other Loan Documents may be brought
in a court of appropriate jurisdiction in Montgomery County, Texas and objections to venue and personal jurisdiction in such forum are
hereby expressly waived.


 


(c)            Guarantor
hereby acknowledges that (i) the negotiation, execution, and delivery of this Guaranty and the other Loan Documents constitute the
transaction of business within the state of Texas, (ii) any cause of action arising under any of this Guaranty or any of the other
Loan Documents will be a cause of action arising from such transaction of business, and (iii) Guarantor understands, anticipates,
and foresees that any action for enforcement of payment of the Guaranteed Obligation, this Guaranty, or any of the other Loan Documents
may be brought against it in the State of Texas. To the extent allowed by law, Guarantor hereby submits to jurisdiction in the State of
Texas for any action or cause of action arising out of or in connection with this Guaranty or any of the other Loan Documents and waives
any and all rights under the laws of any state or jurisdiction to object to jurisdiction or venue within Montgomery County, Texas. Notwithstanding
the foregoing, nothing contained in this Section 24 shall prevent Lender from bringing any action or exercising any
rights against Borrower, Guarantor, any other Loan Party, any Collateral, or any of such Persons’ properties in any other county,
state, or jurisdiction. Initiating such action or proceeding or taking any such action in any other state or jurisdiction shall in no
event constitute a waiver by Lender of any of the foregoing.


 


(d)            Waiver
of Right to Trial by Jury. EACH PARTY TO THIS GUARANTY HEREBY EXPRESSLY WAIVES ANY RIGHT TO TRIAL BY JURY OF ANY CLAIM, DEMAND, ACTION
OR CAUSE OF ACTION ARISING UNDER ANY LOAN DOCUMENT OR IN ANY WAY CONNECTED WITH OR RELATED OR INCIDENTAL TO THE DEALINGS OF THE PARTIES
HERETO OR ANY OF THEM WITH RESPECT TO ANY LOAN DOCUMENT, OR THE TRANSACTIONS RELATED THERETO, IN EACH CASE WHETHER NOW EXISTING OR
HEREAFTER ARISING, AND WHETHER FOUNDED IN CONTRACT OR TORT OR OTHERWISE; AND EACH PARTY HEREBY AGREES AND CONSENTS THAT ANY SUCH CLAIM,
DEMAND, ACTION OR CAUSE OF ACTION SHALL BE DECIDED BY COURT TRIAL WITHOUT A JURY, AND THAT ANY PARTY TO THIS GUARANTY MAY FILE AN
ORIGINAL COUNTERPART OR A COPY OF THIS SECTION 24(d) WITH ANY COURT AS WRITTEN EVIDENCE OF THE CONSENT OF
THE SIGNATORIES HERETO TO THE WAIVER OF THEIR RIGHT TO TRIAL BY JURY.


 






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25.            NO
ORAL AGREEMENTS. THE RIGHTS AND OBLIGATIONS OF THE PARTIES HERETO SHALL BE DETERMINED SOLELY FROM WRITTEN AGREEMENTS, DOCUMENTS, AND
INSTRUMENTS, AND ANY PRIOR ORAL AGREEMENTS BETWEEN THE PARTIES ARE SUPERSEDED BY AND MERGED INTO SUCH WRITINGS. THIS GUARANTY (AS AMENDED
IN WRITING FROM TIME TO TIME) THE CREDIT AGREEMENT, AND THE OTHER WRITTEN LOAN DOCUMENTS EXECUTED BY BORROWER, LENDER, OR GUARANTOR (OR
BY BORROWER OR GUARANTOR FOR THE BENEFIT OF LENDER) REPRESENT THE FINAL AGREEMENT AMONG BORROWER, GUARANTOR, AND LENDER AND MAY NOT
BE CONTRADICTED BY EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS BY THE PARTIES. THERE ARE NO UNWRITTEN ORAL AGREEMENTS
BETWEEN THE PARTIES.


 


[Signature appears on following page.]


 






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EXECUTED as of the day and
year set out in the Preamble to this Guaranty.


 


	 	GUARANTOR:
	 	 
	 	IBIO, INC.,
	 	a Delaware corporation
	 	 
	 	 
	 	By:	 /s/ Robert Lutz
	 	 	Robert Lutz
	 	 	Chief Financial and Business Officer




 


Signature Page to Guaranty