Exhibit 10.4


 





Execution Copy




 


License Agreement


 


This License Agreement
(this “Agreement”), dated as of January 13, 2016 (the “Effective Date”), is made by and between
iBio, Inc., a Delaware corporation (“iBio”), and iBio CMO LLC, a Delaware limited liability company (“Licensee”).
Each of iBio and Licensee may be referred to herein as a “Party” or together as the “Parties.”


 


WHEREAS, iBio has developed
and owns or has rights to certain patents and technology for the accelerated discovery and production of improved vaccines, monoclonal
antibodies, therapeutic proteins, and other products derived from green plants utilizing its iBioLaunchTM plant-based platform
technology and other proprietary technologies;


 


WHEREAS, Licensee wishes
to obtain commercial rights to iBio’s patents and technologies for research, process development and scale-up, and manufacturing
of plant-derived products in a manufacturing facility designed for that purpose and in accordance with the terms and conditions
set forth below;


 


NOW, THEREFORE, the Parties
hereby agree as follows:


 


1.            Definitions.         As
used in this Agreement, capitalized terms which are not otherwise defined will have the meaning set forth in Schedule A.


 


2.            License
Grants.


 


2.1           Licenses
by iBio


 


(a)          For
Research, Process Development, and Scale-Up. Subject to the terms and conditions of this Agreement, iBio hereby grants to Licensee
a nonexclusive license in the Territory, with the right to sublicense only as permitted by Section 2.3, to use iBioLaunchTM
Technology and iBio Additional Technology to conduct Process Development, Scale-Up, and R&D activities on Pharmaceutical Products
in the Territory. Additionally, subject to the terms and conditions of this Agreement, iBio hereby grants to Licensee a nonexclusive
license in the Territory, with the right to sublicense only as permitted by Section 2.3, to use the iBio Additional Technology
to conduct Process Development, Scale-Up, and R&D activities on Products in the Territory.


 


(b)          For
Manufacturing. Subject to the terms and conditions of this Agreement, iBio hereby grants to Licensee an exclusive license in
the Territory, with the right of sublicense only as permitted by Section 2.3, to use iBioLaunchTM Technology and iBio Additional
Technology to Manufacture Pharmaceutical Products in the Territory. Additionally, subject to the terms and conditions of this Agreement,
iBio hereby grants to Licensee an exclusive license in the Territory, with the right to sublicense only as permitted by Section
2.3, to use the iBio Additional Technology to Manufacture Products in the Territory.


 


(c)          For
Technology Transfer. Subject to the terms and conditions of this Agreement, iBio hereby grants to Licensee a non-exclusive
license in the Territory to provide Technology Transfer services for, and to grant sublicenses under, the iBioLaunch Technology
and iBio Additional Technology to customers which have been approved in writing by iBio.


 




     


     

    

  


(d)          Retention
of Rights. Except for the licenses granted in Sections 2.1(a), 2.1(b), and 2.1(c), iBio is retaining all other rights in its
intellectual property.


 


2.2           Assignment
by Licensee and Grant-Back Licenses. Subject to the terms and conditions
of this Agreement, Licensee, for itself and on behalf of its Affiliates and subcontractors, and employees, consultants and agents
of any of the foregoing, hereby assigns (and to the extent such assignment can only be made in the future hereby agrees to assign),
to iBio all right, title and interest in and to any Improvement conceived or reduced to practice during the Term of this Agreement,
whether patentable or not (unless already owned by iBio). Licensee will cooperate, and will cause the foregoing Persons to cooperate
with iBio to effectuate and perfect the foregoing ownership, including by promptly executing and recording assignments and other
documents consistent with such ownership. All such Improvements will be deemed to be iBio Additional Technology and subject to
the licenses granted to Licensee by Sections 2.1(a), 2.1(b) and 2.1(c). For clarity, and notwithstanding anything to the contrary
in this Section 2.2, nothing contained herein will preclude Licensee from using its general knowledge, skills and experience, and
any ideas, concepts, Know-How, and techniques that are acquired or used in the course of providing the goods and services to customers
pursuant to this Agreement.


 


2.3           Sublicensing
Rights. The licenses granted in Section 2.1 may not be sublicensed or assigned by Licensee, in full or in part, without the
prior written consent of iBio, which consent will not be unreasonably withheld.


 


2.4           Coordination
of Business Development.


 


(a)          In
order to facilitate the development of business relations for each of iBio and Licensee, the Parties agree to coordinate and otherwise
cooperate with each other’s efforts to obtain customers for Licensee’s Process Development, Scale-Up and Manufacturing
services and licensees for the use of rights to the iBioLaunchTM Technology and iBio Additional Technology retained by iBio
pursuant to this Agreement.


 


(b)          iBio
agrees and understands that the rights granted to Licensee under this Agreement are limited to the use of iBioLaunch Technology
and iBio Additional Technology for Process Development, Scale-Up, R&D, and Manufacturing activities. iBio will work in good
faith to negotiate on commercially reasonable terms and grant to customers of Licensee any such additional license rights as such
customer may need to make use of the goods and services provided by Licensee to such customer. For clarity, iBio agrees that Licensee
may give to its customers the Pharmaceutical Products and/or Products manufactured by Licensee for such customer, and the parties
will work together in good faith to prepare, negotiate, and enter into an appropriate material transfer agreement with such customer
to the extent necessary.


 


3.            License
As Capital Contribution to Licensee


 


The rights granted to
Licensee under this Agreement are being contributed to the capital of Licensee by iBio, without any upfront consideration payable
by Licensee to iBio, but subject to all of the prospective obligations and limitations set forth in this Agreement.


 




     


     

    

  


4.            Payments
and Royalties


 


4.1           Royalties


 


(a)          Royalties
and Rates. Subject to the remainder of this Section 4, Licensee will pay to iBio, within sixty (60) days after the end of each
calendar quarter, a royalty equal to two percent (2%) of the net amount received, taking into account rebates, credits, and other
discounts given to customers, in such calendar quarter by Licensee from the sale of goods or services which use any of the rights
granted to Licensee under Section 2.1 (such gross amounts are referred to as the “Net Receipts”). Goods and
services will be considered “sold” when a sale is recognized in accordance with revenue recognition policies mandated
by GAAP.


 


(b)          Additional
Royalty Provisions. Royalties when owed or paid hereunder will be paid only on amounts actually received by Licensee from customers,
and except as provided in Section 4.3(c), will be non-refundable and non-creditable and not subject to set-off.


 


(c)          No
Double Royalties. For clarity to the extent a payment received by Licensee would be considered both a Net Receipt (pursuant
to Section 4.1(a)) and Financial Consideration (pursuant to Section 4.2), such payment will be deemed a Net Receipt and not Financial
Consideration so that Licensee will not be required to pay more than a two percent (2%) royalty on such payment.


 


4.2           Sublicense
Consideration. Licensee will pay to iBio a royalty equal to two percent (2%) of all Financial Consideration Licensee or any
of its Affiliates receives in connection with any sublicense agreement of the licenses set forth in Section 2.1 in the Territory.


 


4.3           Payment
Terms


 


(a)          Manner
of Payment. All payments to be made by Licensee hereunder will be made in U.S. dollars via check or wire transfer to such bank
account as iBio may designate.


 


(b)          Reports
and Royalty Payments. For as long as royalties are due under Sections 4.1 and 4.2, Licensee will furnish to iBio a written
report, after the end of each calendar quarter, showing the amount of Net Receipts and royalty due, Financial Consideration and
royalty due under Section 4.2, which report will be furnished within sixty (60) days of the end of such calendar quarter for Net
Receipts generated by Licensee and its Affiliates, and within ninety (90) days of the end of such calendar quarter for Financial
Consideration. Royalties for each calendar quarter will be due at the same time as such written reports for the calendar quarter.


 


(c)          Records
and Audits. Licensee will keep adequate books and records of accounting for the purposes of calculating all royalties payable
hereunder and ensuring compliance hereunder. For the four (4) years following the end of the Fiscal Year to which each will pertain,
such books and records of accounting will be kept at Licensee’s principal place of business. At the request of iBio, Licensee
will permit an independent Third Party auditor, subject to Licensee’s prior written consent, at reasonable times and upon
reasonable notice, to examine the books and records maintained pursuant to Section 4.3(b). Such examinations may not (i) be conducted
for any Fiscal Year more than four (4) years after the end of such year, (ii) be conducted more than once in any twelve (12) month
period or (iii) be repeated for any Fiscal Year. Except as provided below, the cost of this examination will be borne by iBio,
unless the audit reveals a variance of more than ten percent (10%) from the reported amounts, in which case the Licensee will bear
the cost of the audit. Unless disputed as described below, if such audit concludes that additional payments were owed or that excess
payments were made during such period, the Licensee will pay the additional royalties or amounts or iBio will reimburse such excess
payments, with interest from the date originally due as provided in Section 4.3(e), within sixty (60) days after the date on which
a written report of such audit is delivered to both Parties. In the event of a dispute regarding such books and records, including
the amount of royalties owed to iBio under this Section 4.3(b), iBio and Licensee will work in good faith to resolve the disagreement.
If the Parties are unable to reach a mutually acceptable resolution of any such dispute within thirty (30) days, such dispute will
be resolved in accordance with Section 9.1(d). The receiving Party will treat all information subject to review under this Section
4.3(b) in accordance with the confidentiality provisions of Section 6 and the Parties will cause any auditor or arbitrator to enter
into a reasonably acceptable confidentiality agreement with the audited Party obligating such firm to retain all such financial
information in confidence pursuant to such confidentiality agreement.


 




     


     

    

  


(d)          Taxes.
Licensee may withhold from payments due to iBio amounts for payment of any withholding tax that is required by law to be paid to
any taxing authority with respect to such payments. Licensee will provide iBio all relevant documents and correspondence, and will
also provide to iBio any other cooperation or assistance on a reasonable basis as may be necessary to enable iBio to claim exemption
from such withholding taxes and to receive a refund of such withholding tax or claim a foreign tax credit. Licensee will give proper
evidence from time to time as to the payment of any such tax.


 


(e)          Interest
Due. If any payment due to either Party under this Agreement is overdue (and is not subject to a good faith dispute), then
such paying Party will pay interest thereon (before and after any judgment) at an annual rate (but with interest accruing on a
daily basis) of the lesser of two percent (2%) above the prime rate as reported in The Wall Street Journal, Eastern Edition,
and the maximum rate permitted by applicable law, such interest to run from the date upon which payment of such sum became due
until payment thereof in full together with such interest.


 


(f)          Royalty
Term. Licensee’s obligation to pay royalties under Sections 4.1 and 4.2 will continue until expiration of this Agreement.


 


5.            Improvement
Patent Prosecution and Maintenance.


 


5.1           Prosecution
and Maintenance.


 


(a)          Inventorship
determination for all Improvement Patents worldwide will be made in accordance with applicable United States patent laws.


 


(b)          iBio
will have the sole financial responsibility for the costs of Prosecution and Maintenance of the Improvement Patents and will have
the sole right to determine the scope of such Prosecution and Maintenance activities.


 


(c)          In
the event that iBio desires to abandon or cease Prosecution or Maintenance of any Improvement Patent, iBio shall provide reasonable
prior written notice to Licensee of such intention to abandon (which notice shall, to the extent possible, be given no later than
ninety (90) calendar days prior to the next deadline for any action that must be taken with respect to any such Improvement Patent).
In such case, at Licensee’s sole discretion, upon written notice from Licensee, Licensee may elect to continue Prosecution
and Maintenance of any such Improvement Patent at its own expense, and iBio shall cooperate in a timely manner to allow Licensee
to continue Prosecution and Maintenance of any such Improvement Patent. Any Improvement Patent abandoned by iBio will be promptly
assigned to Licensee, who will own all right, title and interest in and to such abandoned Improvement Patent.


 




     


     

    

  


5.2           Cooperation.
Licensee will, at iBio’s sole cost and expense, reasonably cooperate with iBio in the Prosecution and Maintenance of
the Improvement Patents. Such cooperation includes promptly executing all documents, or requiring inventors, subcontractors, employees
and consultants and agents of Licensee and its Affiliates and Sublicensees to execute all documents, as reasonable and appropriate
so as to enable the Prosecution and Maintenance of any such Improvement Patents in any country.


 


6.            Confidentiality.


 


6.1           Confidential
Information.


 


(a)          Confidential
Information. Each Party (“Disclosing Party”) may disclose to the other Party (“Receiving Party”),
and Receiving Party may acquire during the course and conduct of activities under this Agreement, certain proprietary or confidential
information of Disclosing Party in connection with this Agreement. The term “Confidential Information” will mean (i)
all Materials and (ii) all ideas and information of any kind, whether in written, oral, graphical, machine-readable or other form,
whether or not marked as confidential or proprietary, which are transferred, disclosed or made available by Disclosing Party or
at the request of Receiving Party, including any of the foregoing of Third Parties. Without limiting the foregoing, iBioLaunchTM
Technology and iBio Additional Technology will be considered Confidential Information of iBio.


 


(b)          Restrictions.
During the Term and for ten (10) years thereafter, Receiving Party will keep all Disclosing Party’s Confidential Information
in confidence with the same degree of care with which Receiving Party holds its own confidential information. Receiving Party will
not use Disclosing Party’s Confidential Information except for in connection with the performance of its obligations and
exercise of its rights under this Agreement. Receiving Party has the right to disclose Disclosing Party’s Confidential Information
without Disclosing Party’s prior written consent, to the extent and only to the extent reasonably necessary, to Receiving
Party’s Affiliates and their employees, subcontractors, consultants or agents who have a need to know such Confidential Information
in order to perform its obligations and exercise its rights under this Agreement and who are bound by obligations of non-use and
non-disclosure at least as restrictive as this Section 6.1(b). Receiving Party will use diligent efforts to cause those Persons
to comply with the restrictions on use and disclosure in this Section 6.1(b). Receiving Party assumes responsibility for those
entities and persons maintaining Disclosing Party’s Confidential Information in confidence and using same only for the purposes
described herein.


 


(c)          Exceptions.
Receiving Party’s obligation of nondisclosure and the limitations upon the right to use the Disclosing Party’s Confidential
Information will not apply to the extent that Receiving Party can demonstrate that the Disclosing Party’s Confidential Information:
(i) was known to Receiving Party, its Affiliates, its Sublicensees, or any of their and their employees, subcontractors, consultants
or agents prior to the time of disclosure; (ii) is or becomes public knowledge through no fault or omission of Receiving Party
or any of its Affiliates; (iii) is obtained by Receiving Party, its Affiliates, its Sublicensees, or any of their and their employees,
subcontractors, consultants or agents from a Third Party under no obligation of confidentiality to Disclosing Party; or (iv) has
been independently developed by employees, subcontractors, consultants or agents of Receiving Party or any of its Affiliates or
Sublicensees without the aid, application or use of Disclosing Party’s Confidential Information, as evidenced by contemporaneous
written records. Notwithstanding the foregoing, the exceptions set forth in Sections 6.1(c)(i), (iii), or (iv) shall not apply
to excuse the disclosure of Confidential Information by any Person who is an employee and/or representative of both iBio and Licensee.


 




     


     

    

  


(d)          Permitted
Disclosures. Receiving Party may disclose Disclosing Party’s Confidential Information to the extent (and only to the
extent) such disclosure is reasonably necessary in the following instances:


 


(i)          in
order to comply with applicable law (including any securities law or regulation or the rules of a securities exchange) or with
a legal or administrative proceeding;


 


(ii)         in
connection with prosecuting or defending litigation, or obtaining Regulatory Approvals and other regulatory filings and communications,
and filing, prosecuting and enforcing Patents in connection with Receiving Party’s rights and obligations pursuant to this
Agreement; and


 


(iii)        in
connection with exercising its rights hereunder, to its Affiliates; potential and future collaborators (including Sublicensees
where Licensee is the Receiving Party); permitted acquirers or assignees; and investment bankers, investors and lenders, and its
or their counsel;


 


provided that (1) with
respect to Sections 6.1(d)(i) or 6.1(d)(ii), where reasonably possible, Receiving Party will notify Disclosing Party of Receiving
Party’s intent to make any disclosure pursuant thereto sufficiently prior to making such disclosure so as to allow Disclosing
Party adequate time to take whatever action it may deem appropriate to protect the confidentiality of the information to be disclosed,
and (2) with respect to Section 6.1(d)(iii), each of those named people and entities are required to comply with the restrictions
on use and disclosure in Section 6.1(b) (other than investment bankers, investors, lenders and counsel, which must be bound prior
to disclosure by commercially reasonable obligations of confidentiality).


 


7.            Warranties;
Limitations of Liability; Indemnification.


 


7.1           Representations
and Warranties. Each Party represents and warrants to the other as of the Effective Date that it has the legal right and power
to enter into this Agreement, to extend the rights and licenses granted or to be granted to the other in this Agreement, and to
fully perform its obligations hereunder.


 


7.2           Additional
Representations and Warranties of iBio. iBio represents and warrants to Licensee that, as of the Effective Date:


 


(a)          iBio
controls the Patents listed on Schedule B and is entitled to grant the licenses specified herein. iBio has not caused any Patent
included on such Exhibit to be subject to any liens or encumbrances.


 


(b)          iBio
has not granted to any Third Party any rights or licenses under such Patents or that would conflict with the licenses granted to
Licensee hereunder.


 




     


     

    

  


(c)          To
the best of its knowledge, after appropriate inquires have been made by iBio, none of the information, data, or materials provided
to Licensee or its representatives or counsel prior to the Effective Date by or on behalf of iBio related to the iBioLaunchTM
Technology and the iBio Additional Technology is inaccurate in any material respect, and there is no data or information that iBio
considers material that is within iBio’s or its Affiliate’s possession that causes, due to lack of disclosure, specific
data or other information disclosed by iBio to Licensee or its representatives or counsel relating to the iBioLaunchTM Technology
and the iBio Additional Technology to be misleading in any respect.


 


(d)          To
the best of its knowledge, after appropriate inquires have been made by iBio, the research, development, manufacture and use of
the iBioLaunchTM Technology and the iBio Additional Technology in the United States as of the Effective Date will not infringe
or misappropriate any Patent or other intellectual property right owned or Controlled by a Third Party.


 


7.3           Additional
Covenants of iBio. During the Term, iBio will use diligent and commercially reasonable efforts to maintain the confidentiality
of iBio’s Confidential Information, including its non-public Know-How and prevent disclosure of such Confidential Information
in a manner that could reasonably damage the business interests of iBio and/or Licensee.


 


7.4           Disclaimers.         Without
limiting the respective rights and obligations of the Parties expressly set forth herein, iBio specifically disclaims any guarantee
that any Pharmaceutical Products or Products will be successful, in whole or in part. The failure of the Licensee to successfully
produce Pharmaceutical Products or Products or to develop a cost effective and regulatory compliant manufacturing process for
such products will not constitute a breach of any representation or warranty under this Agreement. EXCEPT AS OTHERWISE EXPRESSLY
PROVIDED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY REPRESENTATIONS AND EXTENDS NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED,
WITH RESPECT TO ANY PATENTS, TECHNOLOGY, KNOW- HOW, MATERIALS, FACILITIES, PHARMACEUTICAL PRODUCTS, OR PRODUCTS, INCLUDING WARRANTIES
OF TITLE, QUALITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND PERFORMANCE.


 


7.5           No
Consequential Damages.         NOTWITHSTANDING ANYTHING IN THIS AGREEMENT OR
OTHERWISE, NEITHER PARTY WILL BE LIABLE TO THE OTHER OR ANY THIRD PARTY WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT FOR
ANY INDIRECT, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, EVEN IF SUCH PARTY HAS BEEN INFORMED OR SHOULD HAVE KNOWN OF THE POSSIBILITY
OF SUCH DAMAGES; PROVIDED THAT THIS SECTION 7.5 WILLNOTAPPLYTOTHEPARTIES’INDEMNIFICATIONRIGHTSAND
OBLIGATIONS UNDER SECTION 7.7.


 


7.6           Performance
by Others. The Parties recognize that each Party may perform some or all of its obligations under this Agreement through
Affiliates and permitted subcontractors provided, however, that each Party will remain responsible and liable for the performance
by its Affiliates and permitted subcontractors and will cause its Affiliates and permitted subcontractors to comply with the provisions
of this Agreement in connection therewith.


 




     


     

    

  


7.7           Indemnification.


 


(a)          Indemnification
of iBio. Licensee will indemnify iBio, its Affiliates and their respective directors, officers, employees, and agents, and
their respective successors, heirs and assigns (collectively, ”iBio Indemnitees”), and defend and save each
of them harmless, from and against any and all losses, damages, liabilities, costs and expenses (including reasonable attorneys’
fees and expenses) (collectively, “Losses”) in connection with any and all suits, investigations, claims or
demands of Third Parties (collectively, “Third Party Claims”) arising from or occurring as a result of: (i)
the material breach by Licensee of any term of this Agreement; or (ii) any gross negligence or willful misconduct on the part of
Licensee in performing its obligations under this Agreement, except in each case for those Losses as to which iBio has an obligation
to indemnify Licensee pursuant to Section 7.7(b), as to which Losses each Party will indemnify the other to the extent of their
respective liability; provided, however, that Licensee will not be obligated to indemnify iBio Indemnitees for any Losses to the
extent that such Losses arise as a result of gross negligence or willful misconduct on the part of an iBio Indemnitee.


 


(b)          Indemnification
of Licensee. iBio will indemnify Licensee, its Affiliates and their respective directors, officers, employees and agents,
and their respective successors, heirs and assigns (collectively, ”Licensee Indemnitees”), and defend and save
each of them harmless, from and against any and all Losses in connection with any and all Third Party Claims arising from or occurring
as a result of: (i) the material breach by iBio of any term of this Agreement; (ii) any gross negligence or willful misconduct
on the part of iBio in performing its obligations under this Agreement; (iii) the use of any iBioLaunchTM Technology or iBio
Additional Technology as contemplated under this Agreement, including any such Third Party Claims alleging infringement or misappropriation
of Third Party intellectual property rights; or (iv) any dispute between iBio and a customer of Licensee, except in each case
for those Losses for which Licensee has an obligation to indemnify iBio pursuant to Section 7.7(a), as to which Losses each Party
will indemnify the other to the extent of their respective liability for the Losses; provided, however, that iBio will not be
obligated to indemnify Licensee Indemnitees for any Losses to the extent that such Losses arise as a result of gross negligence
or willful misconduct on the part of a Licensee Indemnitee.


 


(c)          Notice
of Claim. All indemnification claims provided for in Section 7.7(a) and 7.7(b) will be made solely by such Party to this Agreement
(the ”Indemnified Party”). The Indemnified Party will promptly notify the indemnifying Party (an ”Indemnification
Claim Notice”) of any Losses or the discovery of any fact upon which the Indemnified Party intends to base a request
for indemnification under Section 7.7(a) or 7.7(b), but in no event will the indemnifying Party be liable for any Losses that result
from any delay in providing such notice. Each Indemnification Claim Notice must contain a description of the claim and the nature
and estimated amount of such Loss (to the extent that the nature and amount of such Loss is known at such time). The Indemnified
Party will furnish promptly to the indemnifying Party copies of all papers and official documents received in respect of any Losses
and Third Party Claims.


 




     


     

    

  


(d)          Defense,
Settlement, Cooperation and Expenses.


 


(i)          Control
of Defense. At its option, the indemnifying Party may assume the defense of any Third Party Claim by giving written notice
to the Indemnified Party within thirty (30) days after the indemnifying Party’s receipt of an Indemnification Claim Notice.
The assumption of the defense of a Third Party Claim by the indemnifying Party will not be construed as an acknowledgment that
the indemnifying Party is liable to indemnify the Indemnified Party in respect of the Third Party Claim, nor will it constitute
a waiver by the indemnifying Party of any defenses it may assert against the Indemnified Party’s claim for indemnification.
Upon assuming the defense of a Third Party Claim, the indemnifying Party may appoint as lead counsel in the defense of the Third
Party Claim any legal counsel selected by the indemnifying Party (the indemnifying Party will consult with the Indemnified Party
with respect to a possible conflict of interest of such counsel retained by the indemnifying Party). In the event the indemnifying
Party assumes the defense of a Third Party Claim, the Indemnified Party will immediately deliver to the indemnifying Party all
original notices and documents (including court papers) received by the Indemnified Party in connection with the Third Party Claim.
Should the indemnifying Party assume the defense of a Third Party Claim, except as provided in Section 7.7(d)(ii), the indemnifying
Party will not be liable to the Indemnified Party for any legal costs or expenses subsequently incurred by such Indemnified Party
in connection with the analysis, defense or settlement of the Third Party Claim. In the event that it is ultimately determined
that the indemnifying Party is not obligated to indemnify, defend or hold harmless the Indemnified Party from and against the Third
Party Claim, the Indemnified Party will reimburse the indemnifying Party for any and all costs and expenses (including attorneys’
fees and costs of suit) and any Third Party Claims incurred by the indemnifying Party in its defense of the Third Party Claim.


 


(ii)         Right
to Participate in Defense. Without limiting Section 7.7(d)(i), any Indemnified Party will be entitled to participate in, but
not control, the defense of such Third Party Claim and to employ counsel of its choice for such purpose; provided, however, that
such employment will be at the Indemnified Party’s own cost and expense unless (i) the employment thereof has been specifically
authorized by the indemnifying Party in writing, (ii) the indemnifying Party has failed to assume the defense and employ counsel
in accordance with Section 7.7(d)(i) (in which case the Indemnified Party will control the defense) or (iii) the interests of the
Indemnified Party and the indemnifying Party with respect to such Third Party Claim are sufficiently adverse to prohibit the representation
by the same counsel of both Parties under applicable law, ethical rules or equitable principles in which case the indemnifying
Party will assume one hundred percent (100%) of any such costs and expenses of counsel for the Indemnified Party.


 


(iii)        Settlement.
With respect to any Third Party Claims that relate solely to the payment of money damages in connection with a Third Party Claim
and that will not result in the Indemnified Party’s becoming subject to injunctive or other relief or otherwise adversely
affecting the business of the Indemnified Party in any manner, and as to which the indemnifying Party will have acknowledged in
writing the obligation to indemnify the Indemnified Party hereunder, the indemnifying Party will have the sole right to consent
to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss, on such terms as the indemnifying Party,
in its sole discretion, will deem appropriate. With respect to all other Losses in connection with Third Party Claims, where the
indemnifying Party has assumed the defense of the Third Party Claim in accordance with Section 7.7(d)(i), the indemnifying Party
will have authority to consent to the entry of any judgment, enter into any settlement or otherwise dispose of such Loss provided
it obtains the prior written consent of the Indemnified Party (which consent will not be unreasonably withheld). The indemnifying
Party will not be liable for any settlement or other disposition of a Loss by an Indemnified Party that is reached without the
written consent of the indemnifying Party. Regardless of whether the indemnifying Party chooses to defend or prosecute any Third
Party Claim, no Indemnified Party will admit any liability with respect to or settle, compromise or discharge, any Third Party
Claim without the prior written consent of the indemnifying Party, such consent not to be unreasonably withheld.


 




     


     

    

  


(iv)        Cooperation.
Regardless of whether the indemnifying Party chooses to defend or prosecute any Third Party Claim, the Indemnified Party will,
and will cause each other Indemnified Party to, cooperate in the defense or prosecution thereof and will furnish such records,
information and testimony, provide such witnesses and attend such conferences, discovery proceedings, hearings, trials and appeals
as may be reasonably requested in connection therewith. Such cooperation will include access during normal business hours afforded
to indemnifying Party to, and reasonable retention by the Indemnified Party of, records and information that are reasonably relevant
to such Third Party Claim, and making Indemnified Parties and other employees and agents available on a mutually convenient basis
to provide additional information and explanation of any material provided hereunder, and the indemnifying Party will reimburse
the Indemnified Party for all its reasonable out-of-pocket costs and expenses in connection therewith.


 


(v)         Costs
and Expenses. Except as provided above in this Section 7.7(d), the costs and expenses, including attorneys’ fees and
expenses, incurred by the Indemnified Party in connection with any claim will be reimbursed on a calendar quarter basis by the
indemnifying Party, without prejudice to the indemnifying Party’s right to contest the Indemnified Party’s right to
indemnification and subject to refund in the event the indemnifying Party is ultimately held not to be obligated to indemnify the
Indemnified Party.


 


7.8           Insurance.
Each Party will maintain at its sole cost and expense, an adequate liability insurance or self-insurance program (including product
liability insurance) to protect against potential liabilities and risk arising out of activities to be performed under this Agreement
and any agreement related hereto and upon such terms (including coverages, deductible limits and self-insured retentions) as are
customary in the U.S. pharmaceutical industry for the activities to be conducted by such Party under this Agreement. Subject to
the preceding sentence, such liability insurance or self-insurance program will insure against all types of liability, including
personal injury, physical injury or property damage arising out of the manufacture, sale, use, distribution or marketing of Pharmaceutical
Products or Products. The coverage limits set forth herein will not create any limitation on a Party’s liability to the other
under this Agreement.


 




     


     

    

  


8.            Term
and Termination.


 


8.1           Term.
This Agreement will commence as of the Effective Date and, unless sooner terminated in accordance with the terms hereof or by mutual
written consent, will continue until the later of (i) the expiration of the term of the Licensee’s Sublease or (ii) there
are no more payments owed to iBio under Sections 4.1 or 4.2 (the “Term”).


 


8.2           Termination
by iBio. iBio will have the right to terminate this Agreement in full upon delivery of written notice to Licensee in
the event of any material breach by Licensee of any terms and conditions of this Agreement, provided that such termination will
not be effective if such breach has been cured within ninety (90) days after written notice thereof is given by iBio to Licensee
specifying the nature of the alleged breach (or, if such default cannot be cured within such ninety (90) day period, within one
hundred and eighty (180) days after such notice if Licensee commences actions to cure such default within such 90-day period and
thereafter diligently continues such actions, but fails to cure the default by the end of such 180-days); provided, however, that
to the extent such material breach involves the failure to make a payment when due, such breach must be cured within thirty (30)
days after written notice thereof is given by iBio to Licensee. Notwithstanding the foregoing, in no event may iBio terminate this
Agreement under this Section 82(a) if Licensee’s material breach is a result of any act or failure to act of iBio, any Affiliate,
or any of their employees, agents, contractors, directors or officers.


 


8.3           Termination
by Licensee. Licensee will have the right to terminate this Agreement in full upon delivery of written notice to iBio in the
event of any material breach by iBio of any terms and conditions of this Agreement, provided that such termination will not be
effective if such breach has been cured within ninety (90) days after written notice thereof is given by Licensee to iBio specifying
the nature of the alleged breach (or, if such default cannot be cured within such ninety (90) day period, within one hundred and
eighty (180) days after such notice if iBio commences actions to cure such default within such 90-day period and thereafter diligently
continues such actions, but fails to cure the default by the end of such 180-days); provided, however, that to the extent such
material breach involves the failure to make a payment when due, such breach must be cured within thirty (30) days after written
notice thereof is given by Licensee to iBio.


 


8.4           Termination
Upon Bankruptcy.


 


(a)          Termination
Right. Either Party may terminate this Agreement if, at any time, the other Party will file in any court or agency pursuant
to any statute or regulation of any state, country or jurisdiction, a petition in bankruptcy or insolvency or for reorganization
or for an arrangement or for the appointment of a receiver or trustee of that Party or of its assets, or if the other Party proposes
a written agreement of composition or extension of its debts, or if the other Party will be served with an involuntary petition
against it, filed in any insolvency proceeding, and such petition will not be dismissed within sixty (60) days after the filing
thereof, or if the other Party will propose or be a Party to any dissolution or liquidation, or if the other Party will make an
assignment for the benefit of its creditors.


 


(b)          Consequences
of Bankruptcy. All rights and licenses granted under or pursuant to this Agreement by Licensee or iBio or their Affiliates
are, and will otherwise be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of right to “intellectual
property” as defined under Section 101 of the U.S. Bankruptcy Code. The Parties agree that the Parties and their respective
Affiliates, and Sublicensees, as licensees of such rights under this Agreement, will retain and may fully exercise all of their
rights and elections under the U.S. Bankruptcy Code and any foreign counterparts thereto.


 




     


     

    

  


8.5           Effects
of Termination. Upon termination by iBio under Section 8.2, all rights and licenses granted by iBio to Licensee in Section
2.1 will terminate, and Licensee and its Affiliates and Sublicensees will cease all use of iBioLaunchTM Technology, iBio Additional
Technology, Materials, and Patents, and will cease all Manufacturing. Upon expiration of this Agreement under Section 8.1, or termination
by Licensee under Section 8.3 or 8.4, all rights and licenses granted by iBio to Licensee in Section 2.1 will become fully paid-up
and perpetual.


 


8.6           Survival. In
addition to the termination consequences set forth in Section 8.5, the following provisions will survive termination or expiration
of this Agreement, as well as any other provision which by its terms or by the context thereof, is intended to survive such termination:
Section 4.3, 5, 6, 7.4, 7.5, 7.6, 7.7, 8 and 9. Termination or expiration of this Agreement will not relieve the Parties of any
liability or obligation which accrued hereunder prior to the effective date of such termination or expiration nor preclude either
Party from pursuing all rights and remedies it may have hereunder or at law or in equity with respect to any breach of this Agreement
nor prejudice either Party’s right to obtain performance of any obligation. All other rights and obligations will terminate
upon expiration of this Agreement.


 


9.            General
Provisions.


 


9.1           Governing
Law; Dispute Resolution.


 


(a)          This
Agreement shall be governed and construed in accordance with the laws of the State of New York, U.S.A., without regard to conflicts
of laws provisions.


 


(b)          In
the event of any dispute, controversy, or claim arising out of, relating to, or in connection with this Agreement, or the breach,
termination, or validity thereof, between the Parties, the Parties will first attempt in good faith to resolve such dispute by
negotiation and consultation between themselves. In the event that such dispute is not resolved on an informal basis within twenty
(20) days, any Party may, by written notice to the other, have such dispute referred to the iBio CEO and the Licensee CEO or in
either case his or her designee (who will be a senior executive), who will attempt in good faith to resolve such dispute by negotiation
and consultation for a thirty (30) day period following receipt of such written notice.


 


(c)          Unless
Section 9.1(b) is applicable, in the event the Parties are not able to resolve such dispute through mediation, either Party may
at any time after such 20-day period submit such dispute to be finally settled by arbitration administered by the American Arbitration
Association (“AAA”), including the AAA’s Procedures for Large, Complex Commercial Disputes, in effect
at the time of the arbitration, except as they may be modified herein or by mutual agreement of the Parties. The seat of the arbitration
shall be New York, New York, and it shall be conducted in the English language. The arbitration and this clause shall be governed
by Title 9 (Arbitration) of the United States Code.


 


(d)          The
arbitration shall be conducted by three arbitrators. The claimant shall appoint an arbitrator in its request for arbitration. The
respondent shall appoint an arbitrator within 20 days of the receipt of the request for arbitration. The two arbitrators shall
appoint a third arbitrator, who shall act as chair of the tribunal, within 20 days after the appointment of the second arbitrator.
If any of the three arbitrators is not appointed within the time prescribed above, then the AAA shall appoint that arbitrator from
its National Panel of Securities Arbitrators or its Large, Complex Commercial Case Panel, not including any such members affiliated
with the securities industry. The chair of the tribunal shall be a citizen of the United States.


 




     


     

    

  


(e)          In
addition to the authority conferred on the arbitration tribunal by the Rules, the arbitration tribunal shall have the authority
to order such production of documents, generally consistent with the discovery permitted under the Federal Rules of Civil Procedure,
as may reasonably be requested by any party or by the tribunal itself. In addition, any party may request a reasonable number of
depositions of Party witnesses.


 


(f)          The
Parties agree that the arbitration shall be kept confidential and that the existence of the proceeding and any element of it (including
but not limited to any pleadings, briefs or other documents submitted or exchanged, any testimony or other oral submissions, and
any awards) shall not be disclosed beyond the tribunal, the AAA, the parties, their counsel, accountants and auditors, insurers
and re-insurers, and any Person necessary to the conduct of the proceeding. The confidentiality obligations shall not apply (i)
if disclosure is required by law, or in judicial or administrative proceedings, or (ii) as far as disclosure is necessary to enforce
the rights arising out of the award.


 


(g)          The
arbitration award shall be final and binding on the parties. Judgment upon the award may be entered by any court having jurisdiction
thereof or having jurisdiction over the relevant Party or its assets.


 


(h)          In
order to facilitate the comprehensive resolution of related disputes, and upon request of any Party to the arbitration proceeding,
the arbitration tribunal may consolidate the arbitration proceeding with any other arbitration proceeding involving any of the
Parties hereto relating to this Agreement. The arbitration tribunal shall not consolidate such arbitrations unless it determines
that (i) there are issues of fact or law common to the related proceedings so that a consolidated proceeding would be more efficient
than separate proceedings, and (ii) no Party would be prejudiced as a result of such consolidation through undue delay or otherwise.


 


9.2           Remedies
Cumulative; Specific Performance. The rights and remedies of the Parties hereto shall be cumulative (and not alternative).
The Parties to this Agreement agree that, in the event of any breach or threatened breach by either Party to this Agreement of
any covenant, obligation or other provision set forth in this Agreement, for the benefit of the other Party to this Agreement:
(a) such other Party shall be entitled (in addition to any other remedy that may be available to it) to: (i) a decree or order
of specific performance or mandamus to enforce the observance and performance of such covenant, obligation or other provision;
and (ii) an injunction restraining such breach or threatened breach; and (b) such other Party shall not be required to provide
any bond or other security in connection with any such decree, order or injunction or in connection with any related action or
legal proceeding.


 


9.3           Relationship
of Parties. Nothing in this Agreement is intended or will be deemed to constitute a partnership, agency, employer-employee
or joint venture relationship between the Parties. No Party will incur any debts or make any commitments for the other, except
to the extent, if at all, specifically provided therein. There are no express or implied third party beneficiaries hereunder (except
for iBio Indemnitees and Licensee Indemnitees for purposes of Section 7.7).


 




     


     

    

  


9.4           Compliance
with Law. Each Party will perform or cause to be performed any and all of its obligations or the exercise of any and all of
its rights hereunder in good scientific manner and in compliance with all applicable law.


 


9.5           Counterparts;
Facsimiles.         This Agreement may be executed in one or more counterparts,
each of which will be deemed an original, and all of which together will be deemed to be one and the same instrument. Facsimile
or PDF execution and delivery of this Agreement by either Party will constitute a legal, valid and binding execution and delivery
of this Agreement by such Party


 


9.6           Headings. All
headings in this Agreement are for convenience only and will not affect the meaning of any provision hereof.


 


9.7           Waiver
of Rule of Construction. Each Party has had the opportunity to consult with counsel in connection with the review, drafting
and negotiation of this Agreement. Accordingly, the rule of construction that any ambiguity in this Agreement will be construed
against the drafting party will not apply.


 


9.8           Interpretation.
Whenever any provision of this Agreement uses the term “including” (or “includes”), such term will
be deemed to mean “including without limitation” (or ”includes without limitations”). “Herein,”
“hereby,” “hereunder,” “hereof” and other equivalent words refer to this Agreement as an entirety
and not solely to the particular portion of this Agreement in which any such word is used. All definitions set forth herein will
be deemed applicable whether the words defined are used herein in the singular or the plural. Unless otherwise provided, all references
to Sections and Exhibits in this Agreement are to Sections and Exhibits of this Agreement. References to any Sections include Sections
and subsections that are part of the related Section (e.g., a section numbered “Section 2.1” would be part of
“Section 2”, and references to “Section 2.1” would also refer to material contained in the subsection described
as “Section 2.1(a)”).


 


9.9           Binding
Effect. This Agreement will inure to the benefit of and be binding upon the Parties, their Affiliates, and their respective
lawful successors and assigns.


 


9.10         Assignment.
This Agreement may not be assigned by either Party, nor may either Party delegate its obligations or otherwise transfer licenses
or other rights created by this Agreement, except as expressly permitted hereunder or otherwise without the prior written consent
of the other Party, which consent will not be unreasonably withheld; provided that


(i) Licensee may assign
this Agreement to an Affiliate or to its successor in connection with the merger, consolidation, or sale of all or substantially
all of its assets or that portion of its business pertaining to the subject matter of this Agreement, and (ii) iBio may assign
this Agreement to an Affiliate or to its successor in connection with the merger, consolidation, or sale of all or substantially
all of its assets or that portion of its business pertaining to the subject matter of this Agreement.


 


9.11         Notices.  All
notices, requests, demands and other communications required or permitted to be given pursuant to this Agreement will be in writing
and will be deemed to have been duly given upon the date of receipt if delivered by hand, recognized international overnight courier,
confirmed facsimile transmission, or registered or certified mail, return receipt requested, postage prepaid to the following
addresses or facsimile numbers:


 




     


     

    

  


	If to iBio:	iBio, Inc.
	 	600 Madison Ave., Suite 1600

 New York, NY USA 10022-1737
	 	Attention:  Chief Executive Officer

 Facsimile:  (302) 356-1173
	 	 
	With a copy to:	Willkie Farr & Gallagher LLP
	 	787 Seventh Avenue

 New York, NY 10019
	 	Attention:  William
Gump

Facsimile:  (212) 728-8111

	 	 
	If to Licensee:	iBio CMO LLC
	 	8800 Health Science Center Parkway

 Bryan, Texas
	 	Attention:  Chief Executive Officer

 Facsimile:  (979) 822-2623
	 	 
	With a copy to:	BoyarMiller
	 	2925 Richmond Avenue, 14th Floor

    Houston, Texas
	 	Attention: Cassie Stinson

 Facsimile:  (713) 552-1758


 


Either Party may change
its designated address and facsimile number by notice to the other Party in the manner provided in this Section 9.11.


 


9.12         Amendment
and Waiver. This Agreement may be amended, supplemented, or otherwise
modified only by means of a written instrument signed by both Parties; provided that any unilateral undertaking or waiver made
by one Party in favor of the other will be enforceable if undertaken in a writing signed by the Party to be charged with the undertaking
or waiver. Any waiver of any rights or failure to act in a specific instance will relate only to such instance and will not be
construed as an agreement to waive any rights or fail to act in any other instance, whether or not similar.


 


9.13         Severability.
In the event that any provision of this Agreement will, for any reason, be held to be invalid or unenforceable in any respect,
such invalidity or unenforceability will not affect any other provision hereof, and the Parties will negotiate in good faith to
modify this Agreement to preserve (to the extent possible) their original intent.


 


9.14         Entire
Agreement. This Agreement is the sole agreement with respect to the subject matter and supersedes all other agreements and
understandings between the Parties with respect to same.


 


9.15         Force
Majeure. Neither Licensee nor iBio will be liable for failure of or delay in performing obligations set forth in this Agreement
(other than any obligation to pay monies when due), and neither will be deemed in breach of such obligations, if such failure
or delay is due to natural disasters or any causes reasonably beyond the control of Licensee or iBio; provided that the Party
affected will promptly notify the other of the force majeure condition and will exert reasonable efforts to eliminate, cure or
overcome any such causes and to resume performance of its obligations as soon as possible.


 




     


     

    

  


IN WITNESS
WHEREOF, the Parties have executed
this Agreement as of
the Effective Date.


 


	iBio Inc.	 
	 	 
	By:	/s/ Robert B. Kay	 
	 	 	 
	Name:	Robert B. Kay	 
	 	 	 
	Title:	CEO	 
	 	 	 
	iBio CMO, LLC	 
	 	 	 
	By:	/s/ Robert L. Erwin	 
	 	 	 
	Name:	Robert L. Erwin	 
	 	 	 
	Title:	Manager	 


 




     


     

    

  


Schedule A


 


Definitions


 


		1.1	“Affiliate” of a person or entity will mean any other entity which (directly
or indirectly) is controlled by, controls or is under common control with such person or entity. For the purposes of this definition,
the term “control” (including, with correlative meanings, the terms ”controlled by” and ”under common
control with”) as used with respect to an entity will mean (i) in the case of a corporate entity, direct or indirect ownership
of voting securities entitled to cast more than fifty percent (50%) of the votes in the election of directors or (ii) in the case
of a non-corporate entity, direct or indirect ownership of more than fifty percent (50%) of the equity interests with the power
to direct the management and policies of such entity. For purposes of this Agreement, iBio is not an Affiliate of Licensee, and
Licensee is not an Affiliate of iBio.



 


		1.2	“Calendar Year” will mean each successive period of twelve (12) calendar months
commencing on January 1 and ending on December 31.



 


		1.3	“Control” or “Controlled” will mean, with respect to any
Know-How, Material, Patent, or other intellectual property right, the possession (whether by ownership or license, other than by
a license granted pursuant to this Agreement) by a Party or its Affiliates of the ability to grant to the other Party a license
or access as provided herein to such Know- How, Material, Patent or other intellectual property right, without violating the terms
of any agreement or other arrangement with any Third Party.



 


		1.4	“Covered” will mean with respect to a product and a Patent, that, but for a
license granted to a Person under a Valid Claim included in such Patent, such Person’s manufacture, use, sale, import, marketing,
offer for sale or commercialization of the product would infringe such Valid Claim or in the case of a Patent that is a patent
application, would infringe a Valid Claim in such patent application if it were to issue as a patent.



 


		1.5	“Financial Consideration” will mean license fees, signing fees, option fees,
milestone payments and any other monetary consideration paid to, or otherwise received by, Licensee or any of its Affiliates in
consideration for the establishment of a Sublicensee relationship (and without reduction for any additional Patents or Know-How
or other intellectual property rights granted or commitments made in connection therewith), but does not include payments received
to purchase securities of Licensee at fair market value, provided that any premium paid over fair market value will be treated
as “Financial Consideration” hereunder.



 


		1.6	“Fiscal Year” will mean each successive period of twelve (12) calendar months
commencing on July 1 and ending on June 30.



 




     


     

    




 


		1.7	“GAAP” will mean U.S. generally accepted accounting principles, consistently
applied.



 


		1.8	“iBioLaunchTM Technology” will mean all Patents and Trademarks listed in
Schedule B and such other Patents, Trademarks, Materials and Know-How as may be identified by iBio from time-to-time in writing
to Licensee and described as falling within the iBioLaunchTM Technology, which are owned (in whole or in part), in-licensed
or otherwise Controlled by iBio or any of its Affiliates and comprise iBio’s plant-based vaccine manufacturing platform.



 


		1.9	“iBio Additional Technology” will mean all Patents, Materials, Know-How, and
Trademarks (listed in Schedule C) owned (in whole or in part), in-licensed or otherwise Controlled by iBio or any of its Affiliates
at any time during the Term, which are not iBioLaunchTM Technology, and any Improvements thereto or any other research tools
or manufacturing techniques owned or otherwise Controlled by iBio or any of its Affiliates at any time during the Term and used
by iBio in the discovery, modification, or production of any proteins in plants for any purpose.



 


		1.10	“Improvement” will mean any development, invention, improvement, discovery,
modification, variation or revision to a compound, product or process within the iBioLaunchTM Technology or iBio Additional
Technology which is discovered, conceived or reduced to practice as a result of activities performed pursuant to this Agreement,
whether or not patentable, together with all intellectual property rights therein.



 


		1.11	“Improvement Patents” will mean all Patents which constitute an Improvement,
whether conceived or reduced to practice by iBio or Licensee, individually or jointly.



 


		1.12	“Know-How” will mean all commercial, technical, scientific and other know-how
and information, trade secrets, knowledge, technology, methods, processes, practices, formulae, instructions, skills, techniques,
procedures, experiences, ideas, technical assistance, designs, drawings, assembly procedures, computer programs, specifications,
data and results (including biological, chemical, pharmacological, toxicological, pharmaceutical, physical and analytical, preclinical,
clinical, safety, manufacturing and quality control data and know-how, including study designs and protocols), in all cases, whether
or not confidential, proprietary, patented or patentable, in written, electronic or any other form now known or hereafter developed.



 


		1.13	“Manufacture” and “Manufacturing” will mean all activities
related to the production, manufacture, processing, filling, finishing, packaging, labeling, shipping and holding of a Pharmaceutical
Product or any intermediate thereof, or of a Product or any intermediate thereof.



 


		1.14	“Materials” will mean any tangible chemical or biological material, including
any compounds, DNA, RNA, clones, launch vectors, cells, and any expression product, progeny, derivative or other Improvement thereto,
along with any tangible chemical or biological material embodying any Know-How.



 




     


     

    




 


		1.15	“Patent” will mean a patent or a patent application, including any additions,
divisions, continuations, continuations-in-part, invention certificates, substitutions, reissues, reexaminations, extensions, registrations,
supplementary protection certificates and renewals, but not including any rights that give rise to Regulatory Exclusivity Periods
(other than supplementary protection certificates, which will be treated as “Patents” hereunder) and including any
composition of matter, formulations, processes for making, dosing regimens, dosing devices, or uses of a pharmaceutical product.



 


		1.16	“Person” will mean any individual, corporation, partnership, limited liability
company, trust, governmental entity, or other legal entity of any nature whatsoever.



 


		1.17	“Pharmaceutical Products” will mean any product which is Covered by a Valid
Claim within the iBioLaunchTM Technology Patents and which is intended for use to prevent, vaccinate against, treat or cure
a disease or disorder in a human.



 


		1.18	“Product” will mean any product which is (a) Covered by a Patent within the
iBioLaunchTM Technology or the iBio Additional Technology, and (b) not a Pharmaceutical Product.



 


		1.19	“Process Development” will mean activities related to developing and scaling
up the ability to manufacture and to continue manufacturing Pharmaceutical Products or Products. Process Development includes,
but is not limited to, manufacturing process development and scale-up, quality assurance and quality control, and technical support.
Process Development does not include clinical studies, regulatory affairs activities and outside counsel regulatory legal services.



 


		1.20	“Prosecution and Maintenance” with regard to a particular Patent, will mean
the preparation, filing, prosecution and maintenance of such Patent, as well as re- examinations, reissues and the like with respect
to that Patent, together with the conduct of interferences, the defense of oppositions and other similar proceedings with respect
to that Patent.



 


		1.21	“R&D” means pre-clinical and early-stage clinical research and development
activities, including without limitation, feasibility assessments, formulation development, and activities useful or necessary
for seeking Regulatory Approval.



 


		1.22	“Regulatory Approval” will mean, with respect to a country or extra-national
territory, any and all approvals (including BLAs and MAAs), licenses, registrations or authorizations of any Regulatory Authority
necessary in order to commercially distribute, sell or market a product in such country or some or all of such extra-national territory,
but not including any pricing or reimbursement approvals.



 


		1.23	“Scale-Up” will mean the process of converting a laboratory-developed method
or procedure into a method, procedure, or protocol useful for manufacturing a commercial product, taking into account variables
such as, but not limited to, efficiency, yield, cost, safety, reproducibility, and stability.



 




     


     

    




 


		1.24	“Sublease” will mean that certain Sublease Agreement between College Station
Investors LLC, as Landlord, and iBio CMO LLC, as Tenant.



 


		1.25	“Sublicensee” will mean any person or entity (including Affiliates of Licensee)
that is granted a sublicense as permitted by Section 2.3 (or an option to take such a sublicense).



 


		1.26	“Technology Transfer” means the physical transfer from one Person to another
Person of a particular technology, including all information, documentation, skills, Know-How and other intellectual property rights
required to reproducibly operate such technology.



 


		1.27	“Territory” will mean the United States.



 


		1.28	“Third Party” will mean any person or entity other than iBio, Licensee and their
respective Affiliates.



 


		1.29	“Trademark” will mean trademarks, trade names, fictitious business names, service
marks, URLs, domain names, trade dress, logos, all common law rights to all marks, rights in all other indicia of source or origin,
and any associated goodwill.



 


		1.30	“United States” or “U.S.” will mean the United States of
America, including its territories, districts, commonwealths and possessions, including the District of Columbia and the Commonwealth
of Puerto Rico.



 


		1.31	“Valid Claim” will mean (a) an unexpired claim of an issued Patent which has
not been found to be unpatentable, invalid or unenforceable by a court, national or regional patent office, or other appropriate
body that has competent jurisdiction in the United States from which decision no appeal is taken or can be taken (except for writ
of certiorari); or (b) a pending claim of a pending Patent application which has not been pending for more than seven (7) years
since the date of its first substantive office action.



 




     


     

    

  


Schedule
B


 


iBioLaunchTM Patents


 


	Patent #	 	TITLE	 	Issue Date
	 	 	 	 	 
	“7,012,172”	 	VIRUS INDUCED GENE SILENCING IN PLANTS	 	3/14/2006
	 	 	 	 	 
	“7,491,509”	 	SYSTEM FOR EXPRESSION OF GENES IN PLANTS	 	2/17/2009
	 	 	 	 	 
	“7,683,238”	 	PRODUCTION OF PHARMACEUTICALLY ACTIVE PROTEINS IN SPROUTED SEEDLINGS	 	3/23/2010
	 	 	 	 	 
	“7,692,063”	 	PRODUCTION OF FOREIGN NUCLEIC ACIDS AND POLYPEPTIDES IN SPROUT SYSTEMS	 	4/6/2010
	 	 	 	 	 
	“8,058,511”	 	SYSTEM FOR EXPRESSION OF GENES IN PLANTS	 	11/15/2011
	 	 	 	 	 
	“8,148,608”	 	SYSTEMS AND METHODS FOR CLONAL EXPRESSION IN PLANTS	 	4/3/2012
	 	 	 	 	 
	“8,173,408”	 	“RECOMBINANT CARRIER MOLECULE FOR EXPRESSION, DELIVERY AND PURIFICATION OF TARGET POLYPEPTIDES”	 	5/8/2012
	 	 	 	 	 
	“8,591,909”	 	“RECOMBINANT CARRIER MOLECULE FOR EXPRESSION, DELIVERY AND PURIFICATION OF TARGET POLYPEPTIDES”	 	11/26/2013
	 	 	 	 	 
	“8,597,942”	 	SYSTEM FOR EXPRESSION OF GENES IN PLANTS	 	12/3/2013
	 	 	 	 	 
	“8,951,791”	 	SYSTEM FOR EXPRESSION OF GENES IN PLANTS	 	2/10/2015
	 	 	 	 	 
	“9,012,199”	 	“RECOMBINANT CARRIER MOLECULE FOR EXPRESSION, DELIVERY AND PURIFICATION OF TARGET POLYPEPTIDES”	 	4/21/2015


 


iBioLaunchTM Technology Trademarks


 


“iBioLaunch Technology”


 




     


     

    

  


Schedule C


 


iBio Additional Technology Trademarks


 


“iBioModulator Technology”


“iBio”