Exhibit 10.1


 


FORM OF INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement (“Agreement”),
dated as of [  ], is by and between iBio, Inc., a Delaware corporation (the “Company”) and [  ]
(the “Indemnitee”).


 


WHEREAS, Indemnitee is
or will become a director of the Company;


 


WHEREAS, both the Company
and Indemnitee recognize the increased risk of litigation and other claims being asserted against a person occupying such position
with a public company;


 


WHEREAS, the board of directors
of the Company (the “Board”) has determined that enhancing the ability of the Company to retain and attract
the most capable persons is in the best interests of the Company and, therefore, the Company should seek to assure such persons
that indemnification and insurance coverage is available; and


 


WHEREAS, in recognition
of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s
service and to enhance Indemnitee’s ability to serve the Company in an effective manner, and in order to provide such protection
pursuant to express contract rights (intended to be enforceable irrespective of, among other things, any amendment to the Company’s
certificate of incorporation or bylaws (collectively, the “Constituent Documents”), any change in the composition
of the Board or any change in control or business combination transaction relating to the Company), the Company wishes to provide
in this Agreement for the indemnification of, and the advancement of Expenses (as defined in Section 1(f) below) to, Indemnitee
as set forth in this Agreement and for the coverage of Indemnitee under the Company’s directors’ and officers’
liability insurance policies.


 


NOW, THEREFORE, in consideration
of the foregoing and the Indemnitee’s agreement to provide services to the Company, the parties agree as follows:


 


1.            Definitions.
For purposes of this Agreement, the following terms shall have the following meanings:


 


(a)          “Beneficial
Owner” has the meaning given to the term “beneficial owner” in Rule 13d-3 under the Securities Exchange Act
of 1934, as amended (the “Exchange Act”).


 


(b)          “Change
in Control” means the occurrence after the date of this Agreement of any of the following events:


 


(i)           any
Person is or becomes the Beneficial Owner, directly or indirectly, of securities of the Company representing 50% or more of the
Company’s then outstanding Voting Securities;


 


(ii)          the
consummation of a reorganization, merger or consolidation, unless immediately following such reorganization, merger or consolidation,
all of the Beneficial Owners of the Voting Securities of the Company immediately prior to such transaction beneficially own, directly
or indirectly, more than 25% of the combined voting power of the outstanding Voting Securities of the entity resulting from such
transaction;


 






    	 	 	 



     


    

 


(iii)         during
any period of two consecutive years, not including any period prior to the execution of this Agreement, individuals who at the
beginning of such period constituted the Board (including for this purpose any new directors whose election by the Board or nomination
for election by the Company’s stockholders was approved by a vote of at least a majority of the directors then still in office
who either were directors at the beginning of the period or whose election or nomination for election was previously so approved)
cease for any reason to constitute at least a majority of the Board; or


 


(iv)         the
stockholders of the Company approve a plan of complete liquidation or dissolution of the Company or an agreement for the sale or
disposition by the Company of all or substantially all of the Company’s assets.


 


(c)          “Claim”
means:


 


(i)           any
threatened, pending or completed action, suit, proceeding or alternative dispute resolution mechanism, whether civil, criminal,
administrative, arbitrative, investigative or other, and whether made pursuant to federal, state or other law; or


 


(ii)          any
inquiry, hearing or investigation that the Indemnitee determines might lead to the institution of any such action, suit, proceeding
or alternative dispute resolution mechanism.


 


(d)          “Delaware
Court” shall have the meaning ascribed to it in Section 9(e) below.


 


(e)          “Disinterested
Director” means a director of the Company who is not and was not a party to the Claim in respect of which indemnification
is sought by Indemnitee.


 


(f)          “Expenses”
means any and all expenses actually and reasonably incurred, including reasonable attorneys’ fees, court costs, transcript
costs, travel expenses, copying, printing and binding costs, telephone charges, and all other costs and expenses incurred in connection
with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend, be a witness
or participate in, any Claim. Expenses also shall include (i) Expenses incurred in connection with any appeal resulting from any
Claim, including without limitation the premium, security for, and other costs relating to any cost bond, supersedeas bond, or
other appeal bond or its equivalent, and (ii) for purposes of Section 5 only, Expenses incurred by Indemnitee in connection with
the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, by litigation or otherwise. Expenses,
however, shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 






    	 	 	 



     


    

 


(g)          “Expense
Advance” means any payment of Expenses advanced to Indemnitee by the Company pursuant to Section 4 or Section 5 hereof.


 


(h)          “Indemnifiable
Event” means any event or occurrence, whether occurring on or after the date of this Agreement, related to the fact that
Indemnitee is or was a director, officer, employee or agent of the Company or any subsidiary of the Company, or is or was serving
at the request of the Company as a director, officer, employee, member, manager, trustee or agent of any other corporation, limited
liability company, partnership, joint venture, trust or other entity or enterprise (collectively with the Company, “Enterprise”)
or by reason of an action or inaction by Indemnitee in any such capacity (whether or not serving in such capacity at the time any
Loss is incurred for which indemnification can be provided under this Agreement).


 


(i)           “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither presently
performs, nor in the past three (3) years has performed, services for either: (i) the Company or Indemnitee (other than in connection
with matters concerning Indemnitee under this Agreement or of other indemnitees under similar agreements) or (ii) any other party
to the Claim giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel”
shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict
of interest in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement.


 


(j)          “Losses”
means any and all Expenses, damages, losses, liabilities, judgments, fines, penalties (whether civil, criminal or other), ERISA
excise taxes, amounts paid or payable in settlement, including any interest, assessments and all other charges paid or payable
in connection with investigating, defending, being a witness in or participating in (including on appeal), or preparing to defend,
be a witness or participate in, any Claim.


 


(k)          “Person”
means any individual, corporation, firm, partnership, joint venture, limited liability company, estate, trust, business association,
organization, governmental entity or other entity and includes the meaning set forth in Sections 13(d) and 14(d) of the Exchange
Act.


 


(l)           “Standard
of Conduct Determination” shall have the meaning ascribed to it in Section 9(b) below.


 


(m)         “Voting
Securities” means any securities of the Company that vote generally in the election of directors.


 






    	 	 	 



     


    

 


2.            Services
to the Company. Indemnitee agrees to serve as a director of the Company for so long as Indemnitee is duly elected
or appointed or until Indemnitee tenders his resignation or is no longer serving in such capacity. This Agreement shall not be
deemed an employment agreement between the Company (or any of its subsidiaries or Enterprise) and Indemnitee. Indemnitee specifically
acknowledges that his service to the Company or any of its subsidiaries or Enterprise is at will and the Indemnitee may be discharged
at any time for any reason, with or without cause, except as may be otherwise provided in any written employment agreement between
Indemnitee and the Company (or any of its subsidiaries or Enterprise), other applicable formal severance policies duly adopted
by the Board or, with respect to service as a director or officer of the Company, by the Company’s Constituent Documents
or Delaware law. This Agreement shall continue in force after Indemnitee has ceased to serve as a director or officer of the Company
or, at the request of the Company, of any of its subsidiaries or Enterprise, as provided in Section 12 hereof.


 


3.            Indemnification.
Subject to Section 9 and Section 10 of this Agreement, the Company shall indemnify Indemnitee, to the fullest extent permitted
by the laws of the State of Delaware in effect on the date hereof, or as such laws may from time to time hereafter be amended
to increase the scope of such permitted indemnification, against any and all Losses if Indemnitee was or is or becomes a party
to or participant in, or is threatened to be made a party to or participant in, any Claim by reason of or arising in part out
of an Indemnifiable Event, including, without limitation, Claims brought by or in the right of the Company, Claims brought by
third parties, and Claims in which the Indemnitee is solely a witness.


 


4.            Advancement
of Expenses. Indemnitee shall have the right to advancement by the Company, prior to the final disposition of
any Claim by final adjudication to which there are no further rights of appeal, of any and all Expenses actually and reasonably
paid or incurred by Indemnitee in connection with any Claim arising out of an Indemnifiable Event. Indemnitee’s right to
such advancement is not subject to the satisfaction of any standard of conduct. Without limiting the generality or effect of the
foregoing, within thirty (30) days after any request by Indemnitee, the Company shall, in accordance with such request, (a) pay
such Expenses on behalf of Indemnitee, (b) advance to Indemnitee funds in an amount sufficient to pay such Expenses, or (c) reimburse
Indemnitee for such Expenses. In connection with any request for Expense Advances, Indemnitee shall not be required to provide
any documentation or information to the extent that the provision thereof would undermine or otherwise jeopardize attorney-client
privilege. In connection with any request for Expense Advances, Indemnitee shall execute and deliver to the Company an undertaking
(which shall be accepted without reference to Indemnitee’s ability to repay the Expense Advances), in the form attached
hereto as Exhibit A, to repay any amounts paid, advanced, or reimbursed by the Company for such Expenses to the extent that it
is ultimately determined, following the final disposition of such Claim, that Indemnitee is not entitled to indemnification hereunder.
Indemnitee’s obligation to reimburse the Company for Expense Advances shall be unsecured and no interest shall be charged
thereon.


 


5.            Indemnification
for Expenses in Enforcing Rights. To the fullest extent allowable under applicable law, the Company shall also
indemnify against, and, if requested by Indemnitee, shall advance to Indemnitee subject to and in accordance with Section 4, any
Expenses actually and reasonably paid or incurred by Indemnitee in connection with any action or proceeding by Indemnitee for
(a) indemnification or reimbursement or advance payment of Expenses by the Company under any provision of this Agreement, or under
any other agreement or provision of the Constituent Documents now or hereafter in effect relating to Claims relating to Indemnifiable
Events, and/or (b) recovery under any directors’ and officers’ liability insurance policies maintained by the Company.
Indemnitee shall be required to reimburse the Company in the event that a final judicial determination is made that such action
brought by Indemnitee was frivolous or not made in good faith.


 






    	 	 	 



     


    

 


6.            Partial
Indemnity. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company
for a portion of any Losses in respect of a Claim related to an Indemnifiable Event but not for the total amount thereof, the
Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.


 


7.            Notification
and Defense of Claims.


 


(a)          Notification
of Claims. Indemnitee shall notify the Company in writing as soon as practicable of any Claim which could relate to an Indemnifiable
Event or for which Indemnitee could seek Expense Advances, including a brief description (based upon information then available
to Indemnitee) of the nature of, and the facts underlying, such Claim. The failure by Indemnitee to timely notify the Company hereunder
shall not relieve the Company from any liability hereunder unless the Company’s ability to participate in the defense of
such claim was materially and adversely affected by such failure. If at the time of the receipt of such notice, the Company has
directors’ and officers’ liability insurance in effect under which coverage for Claims related to Indemnifiable Events
is potentially available, the Company shall give prompt written notice to the applicable insurers in accordance with the procedures
set forth in the applicable policies. The Company shall provide to Indemnitee a copy of such notice delivered to the applicable
insurers, and copies of all subsequent correspondence between the Company and such insurers regarding the Claim, in each case substantially
concurrently with the delivery or receipt thereof by the Company.


 


(b)          Defense
of Claims. The Company shall be entitled to participate in the defense of any Claim relating to an Indemnifiable Event at its
own expense and, except as otherwise provided below, to the extent the Company so wishes, it may assume the defense thereof with
counsel reasonably satisfactory to Indemnitee. After notice from the Company to Indemnitee of its election to assume the defense
of any such Claim, the Company shall not be liable to Indemnitee under this Agreement or otherwise for any Expenses subsequently
directly incurred by Indemnitee in connection with Indemnitee’s defense of such Claim other than reasonable costs of investigation
or as otherwise provided below. Indemnitee shall have the right to employ its own legal counsel in such Claim, but all Expenses
related to such counsel incurred after notice from the Company of its assumption of the defense shall be at Indemnitee’s
own expense; provided, however, that if (i) Indemnitee’s employment of its own legal counsel has been authorized by the Company,
(ii) Indemnitee has reasonably determined that there may be a conflict of interest between Indemnitee and the Company in the defense
of such Claim, (iii) after a Change in Control, Indemnitee’s employment of its own counsel has been approved by the Independent
Counsel or (iv) the Company shall not in fact have employed counsel to assume the defense of such Claim, then Indemnitee shall
be entitled to retain its own separate counsel (but not more than one law firm plus, if applicable, local counsel in respect of
any such Claim) and all Expenses related to such separate counsel shall be borne by the Company.


 






    	 	 	 



     


    

 


8.            Procedure
upon Application for Indemnification. In order to obtain indemnification pursuant to this Agreement, Indemnitee
shall submit to the Company a written request therefor, including in such request such documentation and information as is reasonably
available to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification
following the final disposition of the Claim. Indemnification shall be made insofar as the Company determines Indemnitee is entitled
to indemnification in accordance with Section 9 below.


 


9.            Determination
of Right to Indemnification.


 


(a)          Mandatory
Indemnification; Indemnification as a Witness. 


 


(i)           To
the extent that Indemnitee shall have been successful on the merits or otherwise in defense of any Claim relating to an Indemnifiable
Event or any portion thereof or in defense of any issue or matter therein, including without limitation dismissal without prejudice,
Indemnitee shall be indemnified against all Losses relating to such Claim in accordance with Section 3 to the fullest extent allowable
by law.


 


(ii)          To
the extent that Indemnitee’s involvement in a Claim relating to an Indemnifiable Event is to prepare to serve and serve as
a witness, and not as a party, the Indemnitee shall be indemnified against all Losses incurred in connection therewith to the fullest
extent allowable by law.


 


(b)          Standard
of Conduct. To the extent that the provisions of Section 9(a) are inapplicable to a Claim related to an Indemnifiable Event
that shall have been finally disposed of, any determination of whether Indemnitee has satisfied any applicable standard of conduct
under Delaware law that is a legally required condition to indemnification of Indemnitee hereunder against Losses relating to such
Claim and any determination that Expense Advances must be repaid to the Company (a “Standard of Conduct Determination”)
shall be made as follows:


 


(i)           if
no Change in Control has occurred, (A) by a majority vote of the Disinterested Directors, even if less than a quorum of the Board,
(B) by a committee of Disinterested Directors designated by a majority vote of the Disinterested Directors, even though less than
a quorum or (C) if there are no such Disinterested Directors, by Independent Counsel in a written opinion addressed to the Board,
a copy of which shall be delivered to Indemnitee; and


 


(ii)          if
a Change in Control shall have occurred, (A) if the Indemnitee so requests in writing, by a majority vote of the Disinterested
Directors, even if less than a quorum of the Board or (B) otherwise, by Independent Counsel in a written opinion addressed to the
Board, a copy of which shall be delivered to Indemnitee.


 


The Company shall
indemnify and hold harmless Indemnitee against and, if requested by Indemnitee, shall reimburse Indemnitee for, or advance to Indemnitee,
within thirty (30) days of such request, any and all Expenses incurred by Indemnitee in cooperating with the person or persons
making such Standard of Conduct Determination.


 






    	 	 	 



     


    

 


(c)          Making
the Standard of Conduct Determination. The Company shall use its reasonable best efforts to cause any Standard of Conduct Determination
required under Section 9(b) to be made as promptly as practicable. If the person or persons designated to make the Standard of
Conduct Determination under Section 9(b) shall not have made a determination within thirty (30) days after the later of (A) receipt
by the Company of a written request from Indemnitee for indemnification pursuant to Section 8 (the date of such receipt being the
“Notification Date”) and (B) the selection of an Independent Counsel, if such determination is to be made by
Independent Counsel, then Indemnitee shall be deemed to have satisfied the applicable standard of conduct; provided that such 30-day
period may be extended for a reasonable time, not to exceed an additional thirty (30) days, if the person or persons making such
determination in good faith requires such additional time to obtain or evaluate information relating thereto. Notwithstanding anything
in this Agreement to the contrary, no determination as to entitlement of Indemnitee to indemnification under this Agreement shall
be required to be made prior to the final disposition of any Claim.


 


(d)          Payment
of Indemnification. If, in regard to any Losses:


 


(i)           Indemnitee
shall be entitled to indemnification pursuant to Section 9(a);


 


(ii)          no
Standard of Conduct Determination is legally required as a condition to indemnification of Indemnitee hereunder; or


 


(iii)         Indemnitee
has been determined or deemed pursuant to Section 9(b) or Section 9(c) to have satisfied the Standard of Conduct Determination,


 


then the Company
shall pay to Indemnitee, within five (5) days after the later of (A) the Notification Date or (B) the earliest date on which the
applicable criterion specified in clause (i), (ii) or (iii) is satisfied, an amount equal to such Losses.


 






    	 	 	 



     


    

 


(e)          Selection
of Independent Counsel for Standard of Conduct Determination. If a Standard of Conduct Determination is to be made by Independent
Counsel pursuant to Section 9.1(b)(i), the Independent Counsel shall be selected by the Board of Directors, and the Company shall
give written notice to Indemnitee advising him of the identity of the Independent Counsel so selected. If a Standard of Conduct
Determination is to be made by Independent Counsel pursuant to Section 9.1(b)(ii), the Independent Counsel shall be selected by
Indemnitee, and Indemnitee shall give written notice to the Company advising it of the identity of the Independent Counsel so selected.
In either case, Indemnitee or the Company, as applicable, may, within five (5) days after receiving written notice of selection
from the other, deliver to the other a written objection to such selection; provided, however, that such objection may be asserted
only on the ground that the Independent Counsel so selected does not satisfy the criteria set forth in the definition of “Independent
Counsel” in Section 1(i), and the objection shall set forth with particularity the factual basis of such assertion. Absent
a proper and timely objection, the person or firm so selected shall act as Independent Counsel. If such written objection is properly
and timely made and substantiated, (i) the Independent Counsel so selected may not serve as Independent Counsel unless and until
such objection is withdrawn or a court has determined that such objection is without merit; and (ii) the non-objecting party may,
at its option, select an alternative Independent Counsel and give written notice to the other party advising such other party of
the identity of the alternative Independent Counsel so selected, in which case the provisions of the two immediately preceding
sentences, the introductory clause of this sentence and numbered clause (i) of this sentence shall apply to such subsequent selection
and notice. If applicable, the provisions of clause (ii) of the immediately preceding sentence shall apply to successive alternative
selections. If no Independent Counsel that is permitted under the foregoing provisions of this Section 9(e) to make the Standard
of Conduct Determination shall have been selected within twenty (20) days after the Company gives its initial notice pursuant to
the first sentence of this Section 9(e) or Indemnitee gives its initial notice pursuant to the second sentence of this Section
9(e), as the case may be, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware (“Delaware
Court”) to resolve any objection which shall have been made by the Company or Indemnitee to the other’s selection
of Independent Counsel and/or to appoint as Independent Counsel a person to be selected by the Court or such other person as the
Court shall designate, and the person or firm with respect to whom all objections are so resolved or the person or firm so appointed
will act as Independent Counsel. In all events, the Company shall pay all of the reasonable fees and expenses of the Independent
Counsel incurred in connection with the Independent Counsel’s determination pursuant to Section 9(b).


 


(f)          Presumptions
and Defenses. 


 


(i)           Indemnitee’s
Entitlement to Indemnification. In making any Standard of Conduct Determination, the person or persons making such determination
shall presume that Indemnitee has satisfied the applicable standard of conduct and is entitled to indemnification, and the Company
shall have the burden of proof to overcome that presumption and establish that Indemnitee is not so entitled. Any Standard of Conduct
Determination that is adverse to Indemnitee may be challenged by the Indemnitee in the Delaware Court. No determination by the
Company (including by its directors or any Independent Counsel) that Indemnitee has not satisfied any applicable standard of conduct
may be used as a defense to any legal proceedings brought by Indemnitee to secure indemnification or reimbursement or advance payment
of Expenses by the Company hereunder or create a presumption that Indemnitee has not met any applicable standard of conduct.


 






    	 	 	 



     


    

 


(ii)          Reliance
as a Safe Harbor. For purposes of this Agreement, and without creating any presumption as to a lack of good faith if the following
circumstances do not exist, Indemnitee shall be deemed to have acted in good faith and in a manner he or she reasonably believed
to be in or not opposed to the best interests of the Company if Indemnitee’s actions or omissions to act are taken in good
faith reliance upon the records of the Company, including its financial statements, or upon information, opinions, reports or statements
furnished to Indemnitee by the officers or employees of the Company or any of its subsidiaries in the course of their duties, or
by committees of the Board or by any other Person (including legal counsel, accountants and financial advisors) as to matters Indemnitee
reasonably believes are within such other Person’s professional or expert competence and who has been selected with reasonable
care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures to act, of any director, officer, agent
or employee of the Company shall not be imputed to Indemnitee for purposes of determining the right to indemnity hereunder.


 


(iii)         No
Other Presumptions. For purposes of this Agreement, the termination of any Claim by judgment, order, settlement (whether with
or without court approval) or conviction, or upon a plea of nolo contendere or its equivalent, will not create a presumption that
Indemnitee did not meet any applicable standard of conduct or have any particular belief, or that indemnification hereunder is
otherwise not permitted.


 


(iv)         Defense
to Indemnification and Burden of Proof. It shall be a defense to any action brought by Indemnitee against the Company to enforce
this Agreement (other than an action brought to enforce a claim for Losses incurred in defending against a Claim related to an
Indemnifiable Event in advance of its final disposition) that it is not permissible under applicable law for the Company to indemnify
Indemnitee for the amount claimed. In connection with any such action or any related Standard of Conduct Determination, the burden
of proving such a defense or that the Indemnitee did not satisfy the applicable standard of conduct shall be on the Company.


 


10.          Exclusions
from Indemnification. Notwithstanding anything in this Agreement to the contrary, the Company shall not be obligated
to:


 


(a)          indemnify
or advance funds to Indemnitee for Expenses or Losses with respect to proceedings initiated by Indemnitee, including any proceedings
against the Company or its directors, officers, employees or other indemnitees and not by way of defense, except:


 


(i)           proceedings
referenced in Section 5 above (unless a court of competent jurisdiction determines that each of the material assertions made by
Indemnitee in such proceeding was not made in good faith or was frivolous); or


 


(ii)          where
the Company has joined in or the Board has consented to the initiation of such proceedings.


 


(b)          indemnify
Indemnitee if a final decision by a court of competent jurisdiction determines that such indemnification is prohibited by applicable
law.


 






    	 	 	 



     


    

 


(c)          indemnify
Indemnitee for the disgorgement of profits arising from the purchase or sale by Indemnitee of securities of the Company in violation
of Section 16(b) of the Exchange Act, or any similar successor statute.


 


(d)          indemnify
Indemnitee for the payment of amounts required to be reimbursed to the Company pursuant to Section 304 of the Sarbanes-Oxley Act
of 2002, as amended, or any similar successor statute.


 


(e)          indemnify
the Indemnitee on account of the Indemnitee’s conduct which is finally adjudged to have been knowingly fraudulent or deliberately
dishonest, or to constitute willful misconduct.


 


11.          Settlement
of Claims. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement
of any threatened or pending Claim related to an Indemnifiable Event effected without the Company’s prior written consent,
which shall not be unreasonably withheld; provided, however, that if a Change in Control has occurred, the Company shall be liable
for indemnification of the Indemnitee for amounts paid in settlement if an Independent Counsel has approved the settlement. The
Company shall not settle any Claim related to an Indemnifiable Event in any manner that would impose any Losses on the Indemnitee
without the Indemnitee’s prior written consent.


 


12.          Duration.
All agreements and obligations of the Company contained herein shall continue during the period that Indemnitee is a director or
officer of the Company (or is serving at the request of the Company as a director, officer, employee, member, trustee or agent
of another Enterprise) and shall continue thereafter (i) so long as Indemnitee may be subject to any possible Claim relating to
an Indemnifiable Event (including any rights of appeal thereto) and (ii) throughout the pendency of any proceeding (including any
rights of appeal thereto) commenced by Indemnitee to enforce or interpret his or her rights under this Agreement, even if, in either
case, he or she may have ceased to serve in such capacity at the time of any such Claim or proceeding.


 


13.          Non-Exclusivity.
The rights of Indemnitee hereunder will be in addition to any other rights Indemnitee may have under the Constituent Documents,
the General Corporation Law of the State of Delaware, any other contract or otherwise (collectively, “Other Indemnity
Provisions”); provided, however, that (a) to the extent that Indemnitee otherwise would have any greater right to indemnification
under any Other Indemnity Provision, Indemnitee will be deemed to have such greater right hereunder and (b) to the extent that
any change is made to any Other Indemnity Provision which permits any greater right to indemnification than that provided under
this Agreement as of the date hereof, Indemnitee will be deemed to have such greater right hereunder.


 






    	 	 	 



     


    

 


14.          Liability
Insurance. For the duration of Indemnitee’s service as a director of the Company, and thereafter for so
long as Indemnitee shall be subject to any pending Claim relating to an Indemnifiable Event, the Company shall use commercially
reasonable efforts (taking into account the scope and amount of coverage available relative to the cost thereof) to continue to
maintain in effect policies of directors’ and officers’ liability insurance providing coverage that is at least substantially
comparable in scope and amount to that provided by the Company’s current policies of directors’ and officers’
liability insurance. In all policies of directors’ and officers’ liability insurance maintained by the Company, Indemnitee
shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits as are provided to the most
favorably insured of the Company’s directors, if Indemnitee is a director, or of the Company’s officers, if Indemnitee
is an officer (and not a director) by such policy. Upon request, the Company will provide to Indemnitee copies of all directors’
and officers’ liability insurance applications, binders, policies, declarations, endorsements and other related materials.
Notwithstanding the foregoing, in the event that the Company is no longer required to file public reports under the Exchange Act,
the Company shall have no obligation to obtain or maintain directors’ and officers’ liability insurance if the Company
determines in good faith that such insurance is not reasonably available, the premium costs for such insurance are disproportionate
to the amount of coverage provided, the coverage is reduced by exclusions so as to provide an insufficient benefit, or the Indemnitee
is covered by similar insurance maintained by a subsidiary of the Company.


 


15.          No
Duplication of Payments. The Company shall not be liable under this Agreement to make any payment to Indemnitee
in respect of any Losses to the extent Indemnitee has otherwise received payment under any insurance policy, the Constituent Documents,
Other Indemnity Provisions or otherwise of the amounts otherwise indemnifiable by the Company hereunder.


 


16.          Subrogation.
In the event of payment to Indemnitee under this Agreement, the Company shall be subrogated to the extent of such payment to all
of the rights of recovery of Indemnitee. Indemnitee shall execute all papers required and shall do everything that may be necessary
to secure such rights, including the execution of such documents necessary to enable the Company effectively to bring suit to
enforce such rights.


 


17.          Amendments.
No supplement, modification or amendment of this Agreement shall be binding unless executed in writing by both of the parties
hereto. No waiver of any of the provisions of this Agreement shall be binding unless in the form of a writing signed by the party
against whom enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any other provisions hereof
(whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure
to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.


 


18.          Binding
Effect. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto
and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to
all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs and personal and legal representatives.
The Company shall require and cause any successor (whether direct or indirect by purchase, merger, consolidation or otherwise)
to all, substantially all or a substantial part of the business and/or assets of the Company, by written agreement in form and
substances satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the same manner and to the same
extent that the Company would be required to perform if no such succession had taken place.


 






    	 	 	 



     


    

 


19.          Severability.
The provisions of this Agreement shall be severable in the event that any of the provisions hereof (including any portion thereof)
are held by a court of competent jurisdiction to be invalid, illegal, void or otherwise unenforceable, and the remaining provisions
shall remain enforceable to the fullest extent permitted by law.


 


20.          Notices.
All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been duly given
if delivered by hand, against receipt, or mailed, by postage prepaid, certified or registered mail:


 


(a)          if
to Indemnitee, to the address set forth on the signature page hereto.


 


(b)          if
to the Company, to:


 


600 Madison Avenue,


Suite 1601,


New York, NY 10022


 


Notice of change of address
shall be effective only when given in accordance with this Section. All notices complying with this Section shall be deemed to
have been received on the date of hand delivery or on the third (3rd) business day after mailing.


 


21.          Governing
Law and Forum. This Agreement shall be governed by and construed and enforced in accordance with the laws of
the State of Delaware applicable to contracts made and to be performed in such state without giving effect to its principles of
conflicts of laws. The Company and Indemnitee hereby irrevocably and unconditionally: (a) agree that any action or proceeding
arising out of or in connection with this Agreement shall be brought only in the Delaware Court and not in any other state or
federal court in the United States, (b) consent to submit to the exclusive jurisdiction of the Delaware Court for purposes of
any action or proceeding arising out of or in connection with this Agreement and (c) waive, and agree not to plead or make, any
claim that the Delaware Court lacks venue or that any such action or proceeding brought in the Delaware Court has been brought
in an improper or inconvenient forum.


 


22.          Headings.
The headings of the sections and paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute
part of this Agreement or to affect the construction or interpretation thereof.


 


23.          Counterparts.
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original,
but all of which together shall constitute one and the same Agreement.


 


[signature
page follows]


 




    	 	 	 



     


    

 


IN WITNESS WHEREOF, the
parties hereto have executed this Agreement as of the date first above written.


 


	 	iBio, Inc.


 


	 	By:	 


 


	 	Name:
	 	 
	 	Title:
	 	 
	 	INDEMNITEE
	 	 
	 	 
	 	 
	 	Name:
	 	 


 


	 	Address:	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 


 




    	 	 	 



     


    

 


Exhibit A


 


FORM OF UNDERTAKING TO REPAY ADVANCEMENT
OF EXPENSES


 




    	 	 	 



     


    

 


The Board of Directors of [iBio], Inc.


 


Re: Undertaking to Repay Expenses Advanced


 


Ladies and Gentlemen:


 


This undertaking
is being provided pursuant to that certain Indemnification Agreement (the “Indemnification Agreement”)
dated the ___day of _______________, 20___, by and between iBio, Inc. (the “Company”) and the undersigned
Indemnitee (“Indemnitee”), pursuant to which I am entitled to advance of expenses in connection with
[Description of Claim] (the “Claim”).


 


Terms used herein
and not otherwise defined shall have the meanings specified in the Indemnification Agreement.


 


I am subject to
the Claim by reason of my status as a _______ or by reason of alleged actions or omissions by me in such capacity. I hereby affirm
that at all times, insofar as I was involved as [Description of Company Role] of the Company, in any of the facts or events
giving rise to the Claim, I (1) acted in good faith and in a manner I reasonably believed to be in or not opposed to the best interests
of the Company, (2) did not receive any improper personal benefit in money, property or services and (3) in the case of any criminal
proceeding, had no reasonable cause to believe that any act or omission by me was unlawful.


 


In consideration
of the advance of Expenses by the Company for reasonable attorneys’ fees and related expenses incurred by me in connection
with the Claim (the “Advanced Expenses”), I hereby agree that if, in connection with the Claim, it is
established that I am not entitled to indemnification then I shall promptly reimburse the portion of the Advanced Expenses relating
to the claims, issues or matters in the Claim as to which the foregoing findings have been established and which have not been
successfully resolved as described in Section 6 of the Indemnification Agreement. To the extent that Advanced Expenses do not relate
to a specific claim, issue or matter in the Claim, I agree that such Expenses shall be allocated on a reasonable and proportionate
basis.


 


IN WITNESS WHEREOF,
I have executed this undertaking on this ___day of ______________, 20___.


 


WITNESS: