Exhibit 10.13


 


CONFIDENTIAL


 


[*] = Certain confidential information contained in this
document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule
406 of the Securities Act of 1933, as amended.


 


 


 




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CONFIDENTIAL


 


This Research License Agreement (the “Agreement”)
is made effective on ____________________ (the “Effective Date”),


 


by and between


 


Selexis SA, 18 ch. des Aulx, 1228 Plan-les-Ouates,
Geneva, Switzerland SA (“Selexis”)


 


and


 


Oncobiologics, Inc. 7 Clarke Drive, Cranbury,
NJ 08512 (“COMPANY”)


 


BACKGROUND


 


Whereas, COMPANY is a biopharmaceutical Company
engaged in the research, development, manufacturing and sale of biopharmaceutical products; and


 


Whereas, Selexis is the owner of certain proprietary
and confidential information and know-how (“Selexis Know How”, as defined further below), and intellectual property
(“Selexis Patent Rights”, as defined further below); and


 


Whereas, Selexis is a biotechnology Company engaged
in the development and sale of recombinant cell lines based on proprietary technology (“Selexis Technology”, as defined
further below); and


 


Whereas, Selexis is willing to grant COMPANY,
and COMPANY is willing to receive from Selexis, Selexis Know-How and Selexis Patent Rights and licenses thereto related
to the Selexis Technology, on the terms and conditions set forth herein.


 




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CONFIDENTIAL


 


AGREEMENT


 


Now, therefore, the Parties, intending to be legally
bound hereby, do hereby agree as follows:


 


		1	Definitions



 


The following capitalized terms, whether used in
the singular or the plural, shall have the following meanings as used in this Agreement, unless otherwise specifically indicated:


 


1.1.          “Affiliate”
shall mean any Person that, at the date of this Agreement, directly or indirectly, through one or more intermediaries, controls,
is controlled by, or is under common control with the Party specified. For the purposes of this definition, “control”
shall mean the possession, direct or indirect, of the power to cause the direction of the management and policies of a Person,
whether through ownership of fifty percent (50%) or more of the voting securities of such Person, by contract or otherwise. A Person
shall only be considered an Affiliate for so long as such control exists.


 


1.2.          “Agreement”
shall mean as defined on Page 2, 1st paragraph.


 


1.3.          “Cell
Line” shall mean a mammalian cell line that is developed using the Selexis Technology.


 


1.4.          “Confidential
Information” shall, subject at all times to Section 9.2, mean: (i) information of one Party communicated to the other Party
that, if written, is marked “confidential” by the providing Party or, if oral, is reduced to writing and marked “confidential”
by the providing Party, and delivered to the receiving Party, within thirty (30) days of the oral disclosure, under, or as a result
of or in connection with, this Agreement, and (ii) information in respect of a Cell Line for any specific recombinant protein generated
under, or as a result of or in connection with this Agreement.


 


1.5.          “Contract
Manufacturing Organization” shall mean an entity of which at least fifty percent (50%) of the business is directed toward
the provision of services or products for non-affiliate third parties.


 


1.6.          “Effective
Date” shall have the meaning as given on Page 2, 1st paragraph.


 


1.7.          “Force
Majeure” shall mean any occurrence beyond the reasonable control of a Party that prevents or substantially interferes with
the performance by the Party of any of its obligations hereunder; including but not limited to acts of war, political unrest, severe
weather, flooding, fire, earthquakes or similar event.


 


1.8.          “COMPANY”
shall mean as defined on Page 2, 1st paragraph.


 


1.9.          “IND”
shall mean an Investigational New Drug Application for the Product filed with the FDA pursuant to 21 C.F.R. Part 312, or any comparable
filing made with a Regulatory Authority in another country (including the submission to a competent authority of a request for
an authorisation concerning a clinical trial, as envisaged in Article 9, paragraph 2, of European Directive 2001/20/EC).


 


1.10.         “Invention”
shall mean any invention, idea, innovation, enhancement, improvement or feature,


 




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CONFIDENTIAL


 


whether or not patentable
or registrable, together with any intellectual property rights relating thereto (including without limitation Patent Rights and
rights in confidentiality and proprietary information).


 


1.11.         “Know-How”
shall mean information in whatever form, including in any electronic, tangible or intangible medium, and includes information and
materials relating to Inventions and other know-how, trade secrets, data (including amongst other things all data from pre-clinical
and clinical studies and other studies intended for regulatory submission), results, formulae, DNA and amino acid sequence information
and developments.


 


1.12.         “Licensed
Field of Use” shall mean preclinical Research including production of an unlimited number of Cell Lines to produce an unlimited
number of recombinant proteins, and including the evaluation of the Cell Lines. For the avoidance of doubt, such activities do
not include the use of recombinant proteins expressed in clinical trials.


 


1.13.         “Licensed
Product” means a recombinant protein produced by a Cell Line developed hereunder.


 


1.14.         “Party”
shall mean Selexis or COMPANY, as the case may be; and “Parties” shall mean Selexis and COMPANY, collectively.


 


1.15.         “Patent
Rights” shall mean any and all of the following: (i) patent applications (including provisional patent applications) and
patents (including the inventor’s certificates); (ii) any substitution, extension (including patent term extensions and supplementary
protection certificate), registration, confirmation, reissue, continuation, divisional, continuation-in-part, re-examination, renewal,
patent of addition or the like thereof or thereto; (iii) any foreign counterparts of any of the foregoing; and (iv) any utility
model applications and utility models (whether or not corresponding to any of the foregoing).


 


1.16.         “Permitted
Collaboration” means a co-collaboration with a Third Party to [*] pursuant to a written agreement which includes (i) [*]
COMPANY and the Third Party and (ii) [*] or [*] for [*] under such agreement. By way of example and not limitation, a relationship
in which such Third Party engaged COMPANY to [*] in which [*] would not be a “Permitted Collaboration”; whereas
a relationship in which such Third Party and COMPANY [*] and pursuant to which [*] (even if [*]) would be a Permitted Collaboration.


 


1.17.         “Person”
shall mean an individual, a partnership, a joint venture, a corporation, a limited liability COMPANY, a trust, an estate,
an unincorporated organization, or any other entity, or a government or any department or agency thereof, whether acting in an
individual, fiduciary or other capacity.


 


1.18.         “Product”
means any pharmaceutical preparation in any form containing Licensed Product or any variant, homolog, derivative, fragment or fusion
thereof.


 


1.19.         “Research”
shall mean any activities excluding selling Cell Lines comprising Selexis


 




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CONFIDENTIAL


 


Technology, or selling
recombinant proteins generated from Cell Lines comprising Selexis Technology, or making any other commercial use thereof or testing
such proteins in a human subject, or filing of an IND. Activities that are excluded from Research shall only be undertaken after
a Commercial License Agreement of the type described in Section 3 hereof has been entered into by the Parties.


 


1.20.         “Selexis”
shall have the meaning as given on Page 2, 1st paragraph.


 


1.21.         “Selexis
Know-How” shall mean Selexis’ Confidential Information and Know-How relating to the construction and development of
recombinant Cell Lines for the manufacture of biopharmaceutical products and existing as of the Effective Date or obtained thereafter
during the Term of this Agreement.


 


1.22.         “Selexis
Materials” shall mean the materials provided by Selexis to COMPANY under this Agreement and all modifications and
improvements thereof made by Selexis during the term hereof, but does not include any Cell Line generated under this Agreement


 


1.23.         “Selexis
Patent Rights” shall mean Patent Rights that: (i) are owned or controlled by Selexis, (ii) which are necessary or useful
for the use of Selexis Materials or the construction and development of Cell Lines, and (iii) are existing as of the Effective
Date or obtained thereafter during the Term of this Agreement. Without limiting the definition set forth in this Section 1.19,
the Selexis Patent Rights as of the Effective Date are listed in Exhibit 1 hereto.


 


1.24.         “Selexis
Technology” shall mean the Selexis Patent Rights, Selexis Know-How and Selexis Materials.


 


1.25.         “Territory”
shall mean the entire world.


 


1.26.         “Third
Party” shall mean a Person other than Selexis, COMPANY or an Affiliate of Selexis or COMPANY.


 


1.27.         “Valid
Claim” shall mean any issued or granted claim of the Selexis Patent Rights, except those arising through the operation of
Section 6.5, that has not expired, lapsed, been revoked or held unenforceable or invalid by a decision of a court or other governmental
agency of competent jurisdiction, that is unappealable or remains unappealed at the end of the time allowed for appeal, or that
has not been disclaimed, denied or admitted to be invalid or unenforceable through reissue, re-examination, disclaimer or otherwise.


 


1.28.         “VAT”
shall mean value added tax and any other similar turnover, sales or purchase, tax or duty levied by any other jurisdiction whether
central, regional or local.


 


		2	Research License



 


		2.1.	Research License.
Selexis hereby grants to COMPANY a non-exclusive license (“Research License”) in the Territory, with the limited
right to sublicense as per Section 2.2 hereafter, under the Selexis Technology, to use the Selexis Technology strictly in the
Licensed Field of Use for





 




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CONFIDENTIAL


 


Research
alone or in connection with a Permitted Collaboration, but otherwise without collaboration with any Third Party.


 


		2.2.	License to Affiliate;
Sublicenses. At the request of COMPANY, Selexis shall grant additional Research Licenses to Affiliates of COMPANY
pursuant to terms and conditions identical to this Agreement. Such additional Research License(s) shall become effective upon
the execution of a written agreement identical to this Agreement among Selexis and the respective Affiliate of COMPANY.
COMPANY may grant sublicenses under the Research License only with the prior written consent of Selexis.



 


		2.3.	Research License
Term. The term of the Research License is one (1) year from the Effective Date (the “Research License Term”).
The Research License Term is automatically extended for additional one year periods unless COMPANY notifies Selexis in
writing to terminate the Research License with effect to the end of a given one year period no later than thirty (30) business
days prior to the end of the then-current one year period. The Research License shall in any case terminate on the third anniversary
of the Effective Date unless the Parties mutually agree in writing to further extend the term.



 


		2.4.	Selexis Materials. Selexis will provide COMPANY
with [*] and written protocols and explanations describing in sufficient detail the use and application of these [*].



 


		2.5.	Replacement of Selexis Materials. Upon written
request by COMPANY and within twenty (20) days of Selexis’s receipt of such request, Selexis, at no cost to COMPANY,
shall deliver a new shipment of then-current Selexis Materials to COMPANY, provided, however, that Selexis is not obliged
to deliver Selexis Materials at no cost more than two (2) times in any given year of this Agreement. Any additional delivery of
Selexis Material shall be made against payment of [*].



 


		2.6.	Training. To facilitate the transfer of Selexis
Know-how to COMPANY, Selexis agrees to provide to COMPANY the following training and services:



 


		-	on-site training for one employee of COMPANY for up to [*] business days at Selexis’
facilities. COMPANY shall pay for all travel related expenses including accommodations for its employee participating in
the training.



 


		-	[*] hours of consulting by telephone.



 


		-	[*] on-site training session annually, during the term of the agreement, for one employee of COMPANY
for up to [*] business days at Selexis’ facilities. COMPANY shall pay for all travel related expenses including accommodations
for its employee participating in the training.



 


		3	Commercial License Option



 


Selexis
hereby grants to COMPANY a non-transferable option to obtain a perpetual non-exclusive


 




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CONFIDENTIAL


 


worldwide
license with the right to sublicense through multiple levels of sublicensees, under the Selexis Technology to manufacture or have
manufactured a recombinant protein expressed by a Cell Line for clinical testing and for commercial sale to third parties. COMPANY
may exercise the foregoing option at any time during the Term of this Agreement. If COMPANY exercises the option, the Parties
shall negotiate in good faith the terms of a mutually acceptable Commercial License Agreement, which will provide, in part, as
described in Exhibit 2.


 


		4	Consideration



 


		4.1.	Payments.



 


		4.1.1	Research License Payment. Upon execution of this
Agreement by COMPANY, Company shall pay Selexis One Hundred Thousand Swiss Francs (CHF 100,000). [*] will be due Selexis
within [*] days of execution and the remaining [*] due within [*] days of execution of this Agreement.



 


		4.1.2	Research License Annual Payment. Upon any extension
of the Research License Term as described in Section 2.3, COMPANY shall, on the relevant anniversary of the Effective Date,
pay to Selexis One Hundred Thousand Swiss Francs (CHF 100,000) to extend the Research License Term for that year.



 


		4.2.	Mechanism of Payment. The payments due to Selexis
under this Agreement shall be made by wire transfer or electronic fund transfer (at COMPANY’s discretion) to the
credit and account of Selexis as follows:



 


Bank Name:      [*]


 


Account:           [*]


 


		To:	Selexis S.A.



18, ch. Des Aulx


1228 Plan-les-Ouates


Geneva, Switzerland


 


		4.3.	Payment Terms. Except for the Research License
Payment terms described in Section 4.1.1, COMPANY shall make payments due to Selexis under this Agreement at the latest
[*] days after receipt of Selexis’ invoice. All such fees and payments are exclusive of any VAT, other taxes, duties and
excises (collectively referred to as “Taxes).



 


		4.4.	Taxes.



 


		4.4.1	All Taxes levied on account of any payment made by COMPANY
to Selexis pursuant to this Agreement ( other than taxes on income, gains or profits levied against Selexis by any competent
Swiss tax authority) will be the responsibility of and shall be paid by





 




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CONFIDENTIAL


 


COMPANY in accordance
with this Article 4.


 


		4.4.2	Character of Payments. The Parties agree that, for purposes
of determining the applicability of any Taxes, the payments to be made under this Agreement constitute payments for tangible property
and licensure of intellectual property. However, in the event that the governing tax authority (“Tax Authority”) recharacterizes
such payment, any additional taxes that may be applied (including any interest and penalties that may be unpaid) shall [*],





 


		4.4.3	Withholding by COMPANY



 


		a)	All payments by COMPANY hereunder shall be made in full without any deduction or withholding
whatsoever and free and clear of and without any deduction or withholding for or on account of any Taxes, except to the extent
that any such deduction or withholding is required by law in effect at the time of payment. Any tax required to be withheld on
amounts payable under this Agreement shall promptly be paid by COMPANY on behalf of Selexis to the appropriate governmental
authority, and COMPANY shall furnish Selexis with proof of such payment of Taxes.



 


		b)	Each Party shall do all such lawful acts and things and execute and deliver such documents, deeds
and other papers and take such further actions as may be reasonably required to lawfully enable Selexis and COMPANY or their
respective Affiliates to mitigate withholding taxes, such as taking advantage of any applicable legal provisions or any double
taxation treaties, for the purpose of assigning to Selexis full tax credit for or recovery of amounts deducted or withheld by COMPANY
pursuant to paragraph (a) of this Article. In the event that Selexis is not able to fully enjoy the tax credit in its jurisdiction
for amounts so deducted or withheld, or recover such amounts, because COMPANY has failed to comply with this Article, COMPANY
shall pay the differences between (i) amounts of deduction or withholding made and (ii) the actual amount of tax credit which Selexis
obtained in its jurisdiction, grossed-up by such amount which represents withholding tax not recoverable by Selexis in form of
a tax credit or any other form.



 


		5	Intellectual Property



 


		5.1.	Ownership. Subject to the rights being granted
to Company hereunder, this Agreement will not affect either Party’s right and title in and to its Inventions and Know-How
which exists on the Effective Date of this Agreement or which is thereafter developed independently of the performance of this
Agreement.



 


		5.2.	Each Party represents that it has or will secure valid
and sufficient arrangements and agreements with its directors, officers and employees (which term shall include agents, consultants
and



 




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CONFIDENTIAL


 


subcontractors) to comply
with the Sections 5.3 to 5.6.


 


		5.3.	Notwithstanding Sections 5.4, 5.5, 5.6 and 5.7, any Invention
arising in connection with this Agreement relating to the use of a Cell Line developed hereunder for expressing any specific recombinant
protein, or to the specific recombinant protein itself, shall, subject to the terms of the Research License and/or any Commercial
License, be exclusive to COMPANY and treated as if owned by COMPANY. Unless otherwise agreed, COMPANY shall
have full control over the decision to file an application for a patent in respect of any such Inventions, including paying the
costs of obtaining, maintaining or defending any Patent Rights.



 


		5.4.	Subject at all times to Section 5.3, any Invention arising
in connection with this Agreement developed solely by COMPANY shall be COMPANY’s sole property and any Invention
developed solely by Selexis shall be Selexis’ sole property. Selexis shall during the Term pay all renewal fees and do all
such acts and things as may be necessary to maintain the Selexis Patent Rights.



 


		5.5.	Subject at all times to Section 5.3, any Invention arising
in connection with this Agreement developed jointly by the Parties, but which represents either expansion or extension of the
Patent Rights or Know-How of Selexis only, shall be owned solely by Selexis and shall form part of the Selexis Patent Rights.



 


		5.6.	Subject at all times to Section 5.3, any Invention arising
in connection with this Agreement developed jointly by the Parties, but which represents either an expansion or extension of the
Patent Rights or Know-How of COMPANY, including any Invention relating to a recombinant protein nominated by COMPANY,
shall be owned solely by COMPANY.



 


		5.7.	Subject at all times to Section 5.3, any Invention arising
in connection with this Agreement developed jointly by the Parties, which is not owned solely by one Party or the other in accordance
with this Agreement, shall be owned jointly by COMPANY and Selexis and shall be handled as follows:



 


		5.7.1	If both Parties agree to file an application for a patent
in respect of any such Invention (a “Joint Patent”) then the Parties shall share equally the filing and prosecution
costs related to such applications, the maintenance costs and the costs of defending any resulting patent from attack, and the
ownership and control of any Joint Patent (or other form of intellectual property protection) issuing thereon shall vest equally
with COMPANY and Selexis. Each Party shall have the right to use and sublicense the Invention provided that a fair and
reasonable share of net revenues, as agreed between the Parties acting in good faith, received by such Party as a result of such
use or sublicense shall be payable to the other Party.



 


		5.7.2	If the Parties agree that an application for a patent
may be filed but at any time one Party is unwilling to pay for its half of the costs of obtaining, maintaining or defending a
Joint Patent, such Party shall assign all its rights in and to such Invention (including its rights in



 




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any Joint Patent, its
right to a share in revenues received in relation to such Invention and its rights to use and sublicense the use of the Invention)
to the Party willing to pay all of those costs, whereupon it shall cease to be deemed a Joint Patent. The Party declining to share
such payment shall, at the reasonable cost of the other Party, render to the other Party such assistance, do such acts and execute
such documents as might reasonably be required to give that Party the full benefit of this Section 5.7.


 


		5.7.3	Each Party shall promptly notify the other Party of any
infringement of any Joint Patent which comes to its attention and the parties shall consult in good faith with a view to agreeing
a joint response to such infringement, including any proceedings against any infringer. In the event that the Parties agree to
respond jointly to the infringement, the Parties shall, unless otherwise agreed in writing, share equally all costs associated
therewith and any damages or account of profits awarded to the Parties or settlement sum negotiated by the Parties. Where one
Party alone (the “Responding Party”) wishes to take such proceedings, the other Party shall provide all reasonable
co-operation including but not limited to allowing (and doing all things reasonably necessary to allow) the other Party to prosecute
those proceedings in their joint names, provided that (i) the Responding Party shall be responsible for the entire cost of any
such legal proceedings and shall indemnify the other Party with regard to all costs, expenses, damages or account of profits awarded
against the other Party as a result of the other Party’s name being used in any proceedings, but the Responding Party shall
be entitled to all costs, damages, or account of profits that may be obtained or awarded; (ii) the Responding Party shall not
make any admissions, or consent to the making of any order by any court, regarding the scope, validity or enforceability of the
Joint Patent without the prior, written consent of the other Party; and (iii) the Responding Party shall keep the other Party
informed with regards to any steps taken in response to an infringement and shall consult the other Party over proposed future
steps that are likely to have a material effect on the conduct of any legal action.



 


		5.8.	Each of the Parties hereto will promptly notify the other
of any Invention arising in connection with this Agreement provided that COMPANY is only obliged to notify Selexis of such
Inventions to the extent they directly relate to the Selexis Technology.



 


		5.9.	In the event Selexis possesses, acquires, creates or
is licensed any improvements to the Selexis Technology, subject to any bona fide obligations owed by Selexis to third parties
(in respect of which Selexis has notified COMPANY), such improvements shall automatically be included in the Selexis Patent
Rights and/or the Selexis Know-how and thereby disclosed and licensed at no extra cost to COMPANY in accordance with this
Agreement.



 


5.10.         Third
Party Patent Rights. Selexis covenants that if Selexis becomes aware that COMPANY’s


 




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CONFIDENTIAL


 


exploitation of its
rights hereunder would, or would allegedly infringe any Third Party proprietary rights, Selexis shall use its best efforts to resolve
such infringement at Selexis’ cost to ensure COMPANY’s freedom to continue to use the licenses pursuant to this
Agreement, including using reasonable endeavours to obtain a license from the Third Party owner of the proprietary rights which
entitles Selexis to continue to grant the rights to COMPANY as mentioned herein. Should such efforts not be successful,
Selexis shall inform COMPANY in writing and thereafter either Party may terminate this Agreement with immediate effect,
save that Selexis shall not have such right to the extent that COMPANY agrees to waive any liability Selexis would otherwise
have to COMPANY hereunder in respect of the infringement of the Third Party proprietary right in question.


 


5.11.         Enforcement
of Selexis Patent Rights. If during the Term, either Party becomes aware of any infringement or potential infringement of the
Selexis Technology, it shall promptly notify the other Party in writing and the Parties shall consult with each other to decide
the best way to respond to such infringement or misuse. Selexis covenants that if Selexis becomes aware of an infringement of the
Selexis Patent Rights by Third Parties in the Licensed Field of Use, Selexis shall use its best efforts to prevent or enjoin such
infringement. In the event Selexis is unable or unwilling to sue the alleged infringer within (i) [*] days of the date it becomes
aware of such infringement, or (ii) [*] days before the time limit, if any, set forth in the applicable laws or regulations for
the filing of such actions, whichever comes first, then COMPANY may, but shall not be required to take such action as COMPANY
may deem appropriate to prevent or enjoin the alleged infringement or threatened infringement of Selexis Patent Rights. In such
event, COMPANY shall act at its own expense, and Selexis shall cooperate reasonably with COMPANY at the expense of
COMPANY, and Selexis agrees to be named as a nominal Party. In the event of such action by COMPANY, the COMPANY
shall be entitled to all costs, damages, or accounts of profits that may be obtained or awarded.


 


5.12.         COMPANY
Intellectual Property. Subject to Section 5.7, COMPANY shall retain all right, title and interest in (and the unrestricted
right to use) any and all information, data, results, Know-How, products and the like, whether patentable or not, arising out of
the conduct of the licenses granted hereunder and all intellectual property appurtenant thereto, including without limitation the
Licensed Product composition or sequence and any related intellectual property. COMPANY shall have the unrestricted right
to publish or otherwise disclose the results and data obtained by the practice of the Selexis Technology provided such disclosure
does not include the Confidential Information of Selexis. Where appropriate and where reasonable, the name of Selexis shall be
given proper recognition in such publication(s) as scientifically appropriate.


 


5.13.         Further
assurance. Each Party agrees to execute and do all things at the cost of the other Party (if not specifically agreed otherwise)
as the other Party may reasonably require to give that other Party the full benefit of the provisions of this Section 5.


 




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		6	Representations, Warranties, and Covenants



 


		6.1.	Corporate Power. Each Party hereby represents
and warrants that such Party is duly organized and validly existing under the laws of the state (or country or other jurisdiction,
as the context requires) of its incorporation and has full corporate power and authority to enter into this Agreement and to carry
out the provisions hereof.



 


		6.2.	Due Authorization. Each Party hereby represents
and warrants that such Party is duly authorized to execute and deliver this Agreement and to perform its obligations hereunder
and the person executing this Agreement on its behalf has been duly authorized to do so by all requisite corporate actions.



 


		6.3.	Binding Agreement. Each Party hereby represents
and warrants that this Agreement is a legal and valid obligation binding upon it and is enforceable in accordance with its terms,
except as enforceability may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization, moratorium and other
laws relating to or affecting creditors’ rights generally and by general equitable principles and public policy.



 


		6.4.	No Conflicts. Each Party hereby represents and
warrants that the execution, delivery and performance of this Agreement by such Party does not conflict with any agreement, instrument
or understanding, oral or written, to which it is a party or by which it may be bound, nor violate any law or regulation of any
court, governmental body or administrative or other agency having authority over it.



 


		6.5.	Additional Warranties by Selexis. Selexis hereby
warrants, represents and covenants to COMPANY that, to the best of its knowledge:



 


		6.5.1	As of the Effective Date, there are no Third Party intellectual
property rights that may be asserted against COMPANY claiming that the use by COMPANY of the Selexis Technology
under this Agreement constitutes an infringement thereof;



 


		6.5.2	As of the Effective Date, there is no pending litigation
or other legal proceeding which alleges that the use of Selexis Technology has infringed or misappropriated any of the intellectual
property rights of any Third Party, and Selexis has not received any claim that the use of Selexis Technology infringes on any
intellectual property rights of a Third Party or a request or demand from any Third Party for the licensing of any intellectual
property rights of such party in connection with the practice of the Selexis Technology;



 


		6.5.3	Selexis is the owner of or controls the Selexis Technology,
and has the right to grant COMPANY the rights granted COMPANY under this Agreement, and will not, knowingly during
the Term, grant any rights to any Third Party that would adversely affect COMPANY’s rights granted under this Agreement
or prevent Selexis from entering into a Commercial License Agreement with COMPANY;



 




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CONFIDENTIAL


 


		6.5.4	The Selexis Technology is free and clear of any encumbrance,
lien, mortgage, charge, restriction or liability of any kind whatsoever, whether equitable or legal, that would conflict with
or impair the rights granted to COMPANY under this Agreement;



 


		6.5.5	As of the Effective Date, none of the Selexis Patent
Rights are involved in any interference or opposition proceeding, and Selexis has not received any request, demand or notice from
any Third Party threatening or disclosing such a proceeding with respect to any of the Selexis Patent Rights; and



 


		6.5.6	As of the Effective Date, Selexis has not received any
statement or assertion that (i) any claim in any of the Selexis Patent Rights is, or may be or become rendered, invalid or unenforceable,
(ii) any Third Party is aware of any basis as to the future potential invalidity or unenforceability of any claim of any of the
Selexis Patent Rights, or (iii) the Selexis Patent Rights do not list all required inventors.



 


		6.5.7	Any replacement Selexis Materials shall satisfy the characteristics
set forth in the Selexis Report and shall be free of mycoplasma or other pathogenic contamination.



 


6.6.          Notification.
Selexis shall notify COMPANY promptly during the Term of this Agreement, if:


 


		6.6.1	Selexis Patent Rights become involved in any interference
or opposition proceeding, or Selexis receives any request, demand or notice from any Third Party threatening or disclosing such
a proceeding with respect to any of the Selexis Patent Rights; or



 


		6.6.2	Selexis receives any statement or assertion that (i)
any claim in any of the Selexis Patent Rights is, or may be or become rendered, invalid or unenforceable, (ii) any Third Party
is aware of any basis as to the future potential invalidity or unenforceability of any claim of any of the Selexis Patent Rights,
or (iii) the Selexis Patent Rights do not list all required inventors.



 


		6.7.	Disclaimer of Warranties by Selexis. EXCEPT AS EXPRESSLY
SET FORTH IN THIS AGREEMENT, SELEXIS DOES NOT MAKE ANY REPRESENTATION OR WARRANTY TO COMPANY OF ANY NATURE, EXPRESS OR
IMPLIED, THAT THE SELEXIS TECHNOLOGY WILL BE USEFUL FOR, OR ACHIEVE ANY PARTICULAR RESULTS AS A RESULT OF ANY USE BY COMPANY
OF THE SELEXIS TECHNOLOGY PURSUANT TO ANY LICENSE GRANTED TO COMPANY UNDER THIS AGREEMENT. EXCEPT AS EXPRESSLY SET
FORTH IN THIS AGREEMENT, SELEXIS SPECIFICALLY DISCLAIMS ANY WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR
PURPOSE.



 


		7	Indemnification



 


		7.1.	Indemnification by Selexis. During the Term and
thereafter, Selexis hereby agrees to save, defend and hold COMPANY, its Affiliates, and their respective officers, directors,
employees, consultants and



 




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agents harmless from
and against any and all liability, damage, loss or expense (collectively, “Losses”) claimed by COMPANY or by
a Third Party resulting from the practice of licensed rights by COMPANY in accordance with this Agreement or breach of any
representation, warranty, or covenants of Selexis contained in this Agreement, except to the extent that such Losses result from
the gross negligence or intentional misconduct of COMPANY, its Affiliates, and their respective officers, directors, employees,
consultants and agents, provided however, that [*]. In the event COMPANY seeks indemnification under this Section 7.1, COMPANY
shall inform Selexis of a claim as soon as reasonably practicable after it receives notice of the claim, shall permit Selexis to
assume direction and control of the defence of the claim (including the right to settle the claim solely for monetary consideration),
and shall cooperate as requested (at Selexis’ expense) in the defence of the claim but provided always that Selexis may not
settle any such claim or otherwise consent to an adverse judgment or order in any relevant action or other proceeding or make any
admission as to liability or fault without the express written permission of COMPANY.


 


		7.2.	Indemnification
by COMPANY. During the Term and thereafter, COMPANY hereby agrees to save, defend and hold Selexis and its officers,
directors, employees, consultants and agents harmless from and against any and all Losses claimed by Selexis or by a Third Party
resulting from any breach of any representation, warranty, or covenants of COMPANY contained in this Agreement, or from
personal injury or damage to property caused by any Products, except to the extent that COMPANY is indemnified by Selexis
in respect of those Losses pursuant to Section 7.1 or that such Losses result from the gross negligence or intentional misconduct
of Selexis, its Affiliates, or their respective officers, directors, employees, consultants or agents. In the event Selexis seeks
indemnification under this Section 7.2, Selexis shall inform COMPANY of a claim as soon as reasonably practicable after
it receives notice of the claim, shall permit COMPANY to assume direction and control of the defence of the claim (including
the right to settle the claim solely for monetary consideration), and shall cooperate as requested (at COMPANY’s
expense) in the defence of the claim.



 


		7.3.	Insurance. COMPANY shall obtain and maintain
during the Term of this Agreement and for five (5) years thereafter product liability insurance in respect of any Products with
a reputable and solvent insurance provider in a commercially adequate amount. Such liability insurance shall insure against all
mandatory liability including liability for personal injury, physical injury and property damage. COMPANY shall provide
Selexis with written proof of the existence of such insurance upon request.



 


		8	Term and Termination



 


		8.1.	Term. This Agreement shall enter into effect on
the Effective Date. Unless earlier terminated pursuant to Sections 8.2, 8.3 or 8.4 this Agreement shall remain in full force and
effect until expiration of the Research License Term (such period, the “Term”).



 


		8.2.	Termination for Default. In addition to any other
remedies which may be available at law or equity,



 




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and except as otherwise
provided for in Section 10.6 with respect to a Force Majeure event, in the event of any material breach of this Agreement by a
Party (“Default”), the Party not in default (“Non-Defaulting Party”) shall have the right to give the other
Party (“Defaulting Party”) written notice thereof (“Notice of Default”), which notice must state the nature
of the Default in reasonable detail and request that the Defaulting Party cure such Default within [*]. If such Default is not
cured within the period set forth herein after receipt of a Notice of Default by the Defaulting Party or if such Default is not
capable of being cured, then the Non-Defaulting Party, at its option, may terminate this Agreement by written notice effective
upon receipt.


 


		8.3.	Termination for Bankruptcy. In the event that
one or other Party shall become insolvent or make any arrangement with its creditors or has a receiver or administrator appointed
to the whole or any part of its assets or if an order shall be made or a resolution passed for its winding up unless such order
or resolution is part of a scheme for its amalgamation or reconstruction (“Insolvent Party”), the other Party shall
have the right to serve immediate notice of termination of this Agreement, effective upon receipt.



 


		8.4.	Termination by COMPANY. COMPANY
may terminate this Agreement at any time by giving [*] written notice to Selexis.



 


		8.5.	Effects of Expiration or Termination.



 


		8.5.1	Termination of Licenses. In the event of expiration of
this Agreement pursuant to Section 2.3 or a termination of this Agreement by COMPANY pursuant to Section 8.2 or 8.4 or
by Selexis pursuant to Sections 8.2 or 8.3, the rights and licenses granted under this Agreement shall terminate.



 


		8.5.2	Selexis Materials and Selexis Confidential Information.
Upon termination of this Agreement under Section 8.1, 8.2 or 8.3 wherein COMPANY is the Insolvent Party, COMPANY
shall dispose of all tangible embodiments, including Selexis Materials, and render inaccessible or useless all electronic embodiments,
of Selexis Confidential Information provided to COMPANY by Selexis hereunder, except that COMPANY may retain one
(1) copy thereof for legal archival purposes. COMPANY shall confirm and certify in writing that COMPANY has fully
complied with this Section 8.4.2.



 


		8.5.3	COMPANY Confidential Information. Upon any expiration
or termination of this Agreement, Selexis shall dispose of all tangible embodiments, and render inaccessible or useless all electronic
embodiments, of COMPANY Confidential Information provided to Selexis by COMPANY hereunder, except that Selexis may
retain one (1) copy thereof for legal archival purposes. Selexis shall confirm and certify in writing that COMPANY has
fully complied with this Section 8.



 


		8.5.4	Accrued Obligations. Expiration or termination of this
Agreement shall not relieve the



 




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Parties of any obligation
or liability accruing prior to such expiration or termination and all ancillary provisions necessary for the implementation of
this Section 8 shall survive termination.


 


		8.5.5	Survival. Sections 5, 7, 8 and 9 shall survive termination
or expiration of this Agreement.



 


		9	Confidentiality



 


		9.1.	Nondisclosure. During the Term, for a period of
[*] thereafter or, in the case of subject matter [*], [*], each Party will maintain all Confidential Information of the other
Party including the terms and conditions of this Agreement as confidential and will not disclose any Confidential Information
to any Third Party except to its employees, agents, consultants and other representatives, who have a need to know such Confidential
Information and who are bound by obligations of confidentiality at least as restrictive as set forth herein. Each Party may use
such Confidential Information only to the extent required to accomplish the purposes of this Agreement. Each Party will use at
least the same standard of care as it uses to protect proprietary or confidential information of its own to ensure that its employees,
agents, consultants and other representatives do not disclose or make any unauthorized use of the Confidential Information.



 


		9.2.	Exceptions. Confidential Information shall not
include any information that the receiving Party can prove by competent evidence is:



 


		9.2.1	now, or hereafter becomes, through no act or failure
to act on the part of the receiving Party, generally known or available;



 


		9.2.2	known by the receiving Party at the time of receiving
such information, as evidenced by its records;



 


		9.2.3	hereafter furnished to the receiving Party by a Third
Party, without breach of any legal obligation and without restriction on disclosure;



 


		9.2.4	independently developed by the receiving Party without
the aid, application or use of Confidential Information of the disclosing Party; or



 


		9.2.5	the subject of a written permission to disclose provided
by the disclosing Party.



 


		9.3.	Authorized Disclosures. Each Party shall be permitted
to disclose Confidential Information of the other Party:



 


		9.3.1	to the extent that, such Confidential Information is
required to be disclosed to comply with applicable laws or regulations or with a court or administrative order; provided however
that, where practicable, such Party shall first have given written notice of such required disclosure to the other Party, shall
make reasonable efforts to narrow the scope of Confidential Information of the other Party required to be disclosed, and shall
take



 




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CONFIDENTIAL


 


reasonable steps to allow
the other Party at its own expense to seek a protective order to protect the confidentiality of the Confidential Information required
to be disclosed; or


 


		9.3.2	to establish rights or enforce obligations under this
Agreement, but only to the extent such disclosure is necessary and provided that such Party seeks confidential treatment of the
Confidential Information to be disclosed.



 


		10	Miscellaneous



 


10.1.          Assignment.
Neither this Agreement nor any interest hereunder shall be assignable by either Party without the prior written consent of the
other Party, not to be unreasonably withheld; provided that either Party may assign this Agreement and all of its rights and obligations
hereunder, without such consent, to an entity which acquires all or substantially all of the business or assets of such Party (or
the business or assets to which this Agreement pertains) whether by merger, consolidation, reorganization, acquisition, sale, license
or otherwise and provided that this Agreement is assigned in its entirety without amendment; and COMPANY may assign this
Agreement and all of its rights and obligations hereunder, without such consent, to an Affiliate if COMPANY remains liable
and responsible for the performance and observance of all of the Affiliate’s duties and obligations hereunder, and provided
that such Affiliate is not a Contract Manufacturing Organization. This Agreement shall be binding upon the successors and permitted
assigns of the Parties and the name of a Party appearing herein shall be deemed to include the names of such Party’s successors
and permitted assigns to the extent necessary to carry out the intent of this Agreement. Any assignment not in accordance with
this Section 10.1 shall be null and void.


 


10.2.          Compliance
with Governmental Obligations. Each Party shall comply, upon reasonable notice from the other Party, with all governmental
requests directed to either Party and provide all information and assistance necessary to comply with the governmental requests.


 


10.3.          Counterparts.
This Agreement may be executed in any number of counterparts, each of which need not contain the signature of more than one Party
but all such counterparts taken together shall constitute one and the same agreement.


 


10.4.          Dispute
Resolution. The Parties agree that in the event of a dispute between them arising from, concerning or in any way relating to
this Agreement, the Parties shall undertake to resolve any such dispute in good faith. If after [*] of the matter first being raised
the Parties are unable to resolve such dispute, either Party may seek any remedy available pursuant Section 10.8


 


10.5.          Entire
Agreement. This Agreement (including the Exhibits attached hereto, which are incorporated herein by reference) sets forth all
of the covenants, promises, agreements, warranties, representations, conditions and understandings between the Parties hereto with
respect to the subject matter hereof; constitutes and contains the complete, final, and exclusive understanding and agreement of
the Parties with respect to the subject matter hereof; and cancels, supersedes and


 




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CONFIDENTIAL


 


terminates
all prior agreements and understanding between the Parties with respect to the subject matter hereof. There are no covenants, promises,
agreements, warranties, representations conditions or understandings, whether oral or written, between the Parties other than as
set forth herein. No subsequent alteration, amendment, change or addition to this Agreement shall be binding upon the Parties hereto
unless reduced to writing and signed by the respective authorized officers of the Parties.


 


10.6.          Force
Majeure. Neither Party shall be liable to the other for loss or damages for any default or delay attributable to any Force
Majeure, if the Party affected shall give prompt notice of any such cause to the other Party. The Party giving such notice shall
thereupon be excused from such of its obligations hereunder as it is thereby disabled from performing for so long as it is so disabled,
provided, however, that such affected Party commences and continues to take reasonable and diligent actions to cure such cause;
and provided further that if any Force Majeure delays or prevents the performance of the obligations of either party for a continuous
period in excess of [*] months, the party not so affected shall then be entitled to give notice to the affected party to terminate
this Agreement, specifying the date (which shall not be less than [*] days after the date on which the notice is given) on which
termination will take effect. Such a termination notice shall be irrevocable, except with the consent of both parties, and upon
termination the provisions of Section 10.4 shall apply.


 


10.7.          Further
Actions. Each Party agrees to execute, acknowledge and deliver such further instruments, and to do all such other acts, as
may be necessary or appropriate in order to carry out the purposes and intent of the Agreement.


 


10.8.          Governing
Law and Jurisdiction. This Agreement shall be governed by and interpreted in accordance with the substantive laws of [*] In
relation to any legal action or proceedings arising out of or in connection with this Agreement (“Proceedings”), each
of the Parties irrevocably submits to the exclusive jurisdiction of the [*] and waives any objection to Proceedings in such courts
on the grounds of venue or on the grounds that Proceedings have been brought in an inappropriate forum.


 


10.9.          Independent
Contractors. The relationship between Selexis and COMPANY created by this Agreement is one of independent contractors
and neither Party shall have the power or authority to bind or obligate the other Party except as expressly set forth in this Agreement.


 


10.10.         Interpretation
of Agreement. Article and other descriptive headings used in this Agreement are for reference purposes only and shall not constitute
a part hereof or affect the meaning or interpretation of this Agreement. Whenever the context so requires, the use of the singular
shall be deemed to include the plural and vice versa.


 


10.11.         License
Obligations. Nothing in this Agreement imposes any obligation upon a Party to enter into any other license or agreement with
the other Party.


 


10.12.         Non-Disclosure.
Except as otherwise required by law or regulation, and only after compliance


 




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CONFIDENTIAL


 


with this Section 10.12,
neither Party shall issue a press release or make any other disclosure of the existence of or the terms of this Agreement, or otherwise
use the name or trademarks or products of the other Party or the names of any employee thereof, without the prior written approval
of such press release or disclosure by the other Party, which shall not be unreasonably withheld.


 


10.13.         Notices.
All notices and other communications required by this Agreement shall be in writing in the English language and shall be deemed
given if delivered personally or by facsimile transmission (receipt verified), mailed by registered or certified mail (return receipt
requested), postage prepaid, or sent by express courier service, to the Parties at the following addresses (or at such other address
for a Party as shall be specified by like notice, provided, however, that notices of a change of address shall be effective only
upon receipt thereof):


 


If to COMPANY, addressed to:


 


Oncobiologics, Inc.


7 Clarke Drive


Cranbury, New Jersey


08512


 


Attention:           Chief Executive Officer


With a copy to:   Vice President of Business
Development


Fax:                   +1 (609) 619-3980


 


If to Selexis, addressed to: Selexis, S.A.


 


18 Chemin des Aulx


1228 Plan-les-Ouates


Geneva, Switzerland


 


Attention:           Accountant


With a copy to:   CEO, Igor Fisch, Ph.D.


Facsimile:          +41 22 308-9361


 


or to such addresses or addresses as the Parties
hereto may designate for such purposes during the Term. Notices shall be deemed to have been sufficiently given or made: (i) if
by facsimile with confirmed transmission, when performed, and (ii) if by air courier upon receipt by the Party.


 


10.14.         Parties
in Interest. This Agreement shall be binding upon and inure solely to the benefit of COMPANY and Selexis (and their
permitted successors and assigns) and nothing in this Agreement (express or implied) is intended to or shall confer upon any Third
Party any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement..


 


10.15.         Severability.
If any term, covenant or condition of this Agreement or the application thereof to any Party or circumstance shall, to any extent,
be held to be invalid or unenforceable, then the remainder of this Agreement, or the application of such term, covenant or condition
to parties or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected


 




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thereby and each term,
covenant or condition of this Agreement shall be valid and be enforced to the fullest extent permitted by law.


 


10.16.         Use
of Name. No right, express or implied, is granted to either Party by this Agreement to use in any manner any trademark or trade
name of the other Party including the names “Oncobiologics Inc.” and “Selexis” without the prior written
consent of the owning Party.


 


10.17.         Waiver.
The failure on the part of a Party to exercise or enforce any rights conferred upon it hereunder shall not be deemed to be a waiver
of any such rights nor operate to bar the exercise or enforcement thereof at any time or times hereafter.


 




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The Parties, having read the terms of this Agreement
and intending to be legally bound hereby, do hereby execute this Agreement.


 


	SELEXIS	 	 
	 	 	 	 	 
	By:	     /s/ Dr. Igor Fisch	 	By:	    /s/ Regine Brokamp
	Name: Dr Igor Fisch	 	Name: Regine Brokamp
	Title: CEO	 	Title: Duly Authorized  COO
	Date:	 	Date: 03.10.11
	 	 	 
	COMPANY	 	 
	 	 	 	 	 
	By:	    /s/ Jeremy M. Caudill	 	By:	 
	Name: Jeremy M. Caudill	 	Name:
	Title: VP Business Development	 	Title:
	Date: September 30th, 2011	 	Date:


 




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CONFIDENTIAL


  


EXHIBIT 1


 


SELEXIS PATENT RIGHTS


 


[*]


 




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EXHIBIT 2


 


Selexis Commercial Licensing Conditions


 


———————————


Biosimilar Molecules:


Milestone Payments:


 


a) Sixty five thousand Swiss Francs (CHF
65,000) at contract signature


b) Sixty five thousand Swiss Francs (CHF
65,000) [*]


c) Three hundred thousand Swiss Francs
(CHF 300,000) [*]


 


Royalty Payments:


[*]


Option to buyout royalties at commercialization for
each Product containing Licensed Product lump sum payment of 1,750,000 CHF


[*]


 




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AMENDMENT
No. 1 TO

RESEARCH LICENSE AGREEMENT


 


THIS AMENDMENT NO. 1 (“Amendment”)
by and between Oncobiologics Inc. (“Company”) and Selexis SA (“Selexis”) is dated as of October
9th, 2014 (“Effective Date”).


 


Oncobiologics Inc. and Selexis entered into a Research
License Agreement effective as of September 30th, 2011 (the “License Agreement”).


 


The parties desire to amend the
License Agreement to extend the Research License Term as set forth herein.


 


NOW, THEREFORE, the parties hereto,
in consideration of the agreements below and intending to be legally bound hereby, agree as follows:


 


1.          Extension.
The parties hereby agree to extend the Research License Term for three (3) additional years and, accordingly, the Research
License Term will now expire October 9th, 2017, unless earlier terminated as provided for in the License
Agreement. Company shall pay to Selexis a Research License Annual Payment of CHF 100,000, to be paid in one (1) installment for each
yearly extension of the Research License Term.


 


2.          Counterparts.
This Amendment may be executed in counterparts, each of which shall be deemed an original, but which taken together shall constitute
one and the same agreement. The parties agree that a facsimile signature on the Amendment shall be binding evidence of a party’s
signature (such facsimile which may also be forwarded by email).


 


3.          Effect
of Agreement. Except as amended hereby, all provisions of the Agreement are hereby ratified and shall continue in full force
and effect and are incorporated herein by reference. This Amendment shall be governed by and construed consistently with the terms
of the Agreement. Any capitalized terms not defined herein will have the same meaning as in the Agreement.


 




    	 	 	 
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CONFIDENTIAL


 


IN WITNESS WHEREOF, the undersigned
have executed this Amendment as of the date set forth above.


 


	Company:	 
	 	 	 
	By:	     /s/ Stephen J. McAndrew	 
	 	 
	Name: Stephen J. McAndrew, Ph.D.	 
	Title: Sr. Vice President, Business Strategy & Development
	 	 
	Selexis SA	 
	 	 	 
	By:	   /s/ Regine Brokamp	 
	 	 
	Name: Regine Brokamp	 
	Title: COO	 
	 	 
	Selexis SA	 
	 	 	 
	By:	    /s/ Girod, Pierre-Alain	 
	 	 
	Name: Girod, Pierre-Alain	 
	Title: CSO	 


 




    	 	 	 
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