Exhibit
10.1


 


INDEMNIFICATION
AGREEMENT


 


THIS
INDEMNIFICATION AGREEMENT (the “Agreement”) is made and entered into as of _________________ between Abeona
Therapeutics Inc., a Delaware corporation (the “Company”), and ___________________________________ (“Indemnitee”).


 


WITNESSETH
THAT:


 


WHEREAS,
highly competent persons have become more reluctant to serve corporations as directors, officers or in other capacities unless
they are provided with adequate protection through insurance or adequate indemnification against inordinate risks of claims and
actions against them arising out of their service to and activities on behalf of the corporation;


 


WHEREAS,
the Board of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified
individuals, the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons
serving the Company and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary
and widespread practice among United States-based corporations and other business enterprises, the Company believes that, given
current market conditions and trends, such insurance may be available to it in the future only at higher premiums and with more
exclusions. At the same time, directors, officers, and other persons in service to corporations or business enterprises are being
increasingly subjected to expensive and time-consuming litigation relating to, among other things, matters that traditionally
would have been brought only against the Company or business enterprise itself. The Bylaws and Certificate of Incorporation of
the Company require indemnification of the officers and directors of the Company. Indemnitee may also be entitled to indemnification
pursuant to the General Corporation Law of the State of Delaware (“DGCL”). The Bylaws, Certificate of Incorporation
and the DGCL contemplate that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that
contracts may be entered into between the Company and members of the Board, officers and other persons with respect to indemnification;


 


WHEREAS,
the uncertainties relating to such insurance and to indemnification have increased the difficulty of attracting and retaining
such persons;


 


WHEREAS,
the Board has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests
of the Company’s stockholders and that the Company should act to assure such persons that there will be increased certainty
of such protection in the future;


 


WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses
on behalf of, such persons to the fullest extent permitted by applicable law so that they will serve or continue to serve the
Company free from undue concern that they will not be so indemnified;


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the Bylaws and Certificate of Incorporation of the Company and any resolutions
adopted pursuant thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee
thereunder; and


 




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WHEREAS,
Indemnitee does not regard the protection available under the Company’s Bylaws and Certificate of Incorporation and insurance
as adequate in the present circumstances, and may not be willing to serve as an officer or director without adequate protection,
and the Company desires Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on
additional service for or on behalf of the Company on the condition that he or she be so indemnified;


 


NOW,
THEREFORE, in consideration of Indemnitee’s agreement to serve as an officer and director from and after the date hereof,
the parties hereto agree as follows:


 


1.       Indemnity
of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted by law,
as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality
thereof:


 


(a)       Proceedings
Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided
in this Section 1(a) if, by reason of his or her Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened
to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of
the Company. Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined),
judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf,
in connection with such Proceeding or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner
the Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and with respect to any criminal
Proceeding, had no reasonable cause to believe the Indemnitee’s conduct was unlawful.


 


(b)       Proceedings
by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section
1(b) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant
in any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified
against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with
such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed
to the best interests of the Company; provided, however, if applicable law so provides, no indemnification against
such Expenses shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been
adjudged to be liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine
that such indemnification may be made.


 


(c)       Indemnification
for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this Agreement, to the
extent that Indemnitee is, by reason of his or her Corporate Status, a party to (or participant in) and is successful, on the
merits or otherwise, in any Proceeding, he or she shall be indemnified to the maximum extent permitted by law, as such may be
amended from time to time, against all Expenses actually and reasonably incurred by him or her, or on his or her behalf, in connection
therewith. If Indemnitee is not wholly successful in such Proceeding but is successful, on the merits or otherwise, as to one
(1) or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all
Expenses actually and reasonably incurred by him or her, or on his or her behalf, in connection with each successfully resolved
claim, issue or matter. For purposes of this Section and without limitation, the termination of any claim, issue or matter in
such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result as to such claim, issue or
matter.


 




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(d)       Partial
Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some
or a portion of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee
for the portion thereof to which Indemnitee is entitled.


 


2.       Additional
Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section 1
of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by him or her, or on his or her behalf, if, by reason of
his or her Corporate Status, he or she is, or is threatened to be made, a party to or participant in any Proceeding (including
a Proceeding by or in the right of the Company), including, without limitation, all liability arising out of the negligence or
active or passive wrongdoing of Indemnitee. The only limitation that shall exist upon the Company’s obligations pursuant
to this Agreement shall be that the Company shall not be obligated to make any payment to Indemnitee that is finally determined
(under the procedures, and subject to the presumptions, set forth in Sections 6 and 7 hereof) to be unlawful.


 


3.       Contribution.


 


(a)       Whether
or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened, pending
or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such
action, suit or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of
such action, suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes
any right of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any action, suit
or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding)
unless such settlement provides for a full and final release of all claims asserted against Indemnitee.


 


(b)       Without
diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee
shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action,
suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding),
the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and reasonably
incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all officers, directors
or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action,
suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from which such action,
suit or proceeding arose; provided, however, that the proportion determined on the basis of relative benefit may,
to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and all officers,
directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if joined in such
action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction or events
that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations which applicable
law may require to be considered. The relative fault of the Company and all officers, directors or employees of the Company, other
than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding), on the one
hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which their actions
were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or secondary and
the degree to which their conduct is active or passive.


 




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(c)       The
Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution which may be brought by
officers, directors, or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.


 


(d)       To
the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee
for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection
with any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in
light of all of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and
Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such Proceeding and/or (ii) the relative fault of
the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).


 


4.       Indemnification
for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee is, by reason
of his or her Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which
Indemnitee is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or her,
or on his or her behalf, in connection therewith.


 


5.       Advancement
of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or
on behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30)
days after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time
to time, whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence
the Expenses incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of
Indemnitee to repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified
against such Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest
free. This Section 5 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section
9.


 




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6.       Procedures
and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure for Indemnitee
rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware. Accordingly,
the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee
is entitled to indemnification under this Agreement:


 


(a)       To
obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written request, including therein or therewith
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. The Secretary of the Company shall, promptly upon receipt of such a
request for indemnification, advise the Board in writing that Indemnitee has requested indemnification. Notwithstanding the foregoing,
any failure of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not
relieve the Company of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and
materially prejudices the interests of the Company. The Company will be entitled to participate in the Proceeding at its own Expense.


 


(b)       Upon
written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination
with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods,
which shall be at the election of the Board: (i) by a majority vote of the disinterested directors, even though less than a quorum,
(ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors, even though less
than a quorum, (iii) if there are no disinterested directors or if the disinterested directors so direct, by independent legal
counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee, or (iv) if so directed by the
Board, by the stockholders of the Company. For purposes hereof, disinterested directors are those members of the Board who are
not parties to the action, suit or proceeding in respect of which indemnification is sought by Indemnitee.


 


(c)       If
the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof,
the Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by
the Board. Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company
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 meet the requirements of “Independent Counsel” as defined
in Section 13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion.
Absent a proper and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made
and substantiated, the Independent Counsel 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. If, within twenty (20) days after submission by Indemnitee of
a written request for indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected
and not objected to, either the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court
of competent jurisdiction for resolution of any objection which shall have been made by the Indemnitee to the Company’s
selection of Independent Counsel and/or for the appointment as Independent Counsel of a person selected by the court or by such
other person as the court shall designate, and the person with respect to whom all objections are so resolved or the person so
appointed shall act as Independent Counsel under Section 6(b) hereof. The Company shall pay any and all reasonable fees
and expenses of Independent Counsel incurred by such Independent Counsel in connection with acting pursuant to Section 6(b)
hereof, and the Company shall pay all reasonable fees and expenses incurred by the Company and the Indemnitee incident to
the procedures of this Section 6(c), regardless of the manner in which such Independent Counsel was selected or appointed.


 




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(d)       In
making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such determination
shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption
shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company
(including by its directors or independent legal counsel) to have made a determination prior to the commencement of any action
pursuant to this Agreement that indemnification is proper in the circumstances because Indemnitee has met the applicable standard
of conduct, nor an actual determination by the Company (including by its directors or independent legal counsel) that Indemnitee
has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee has
not met the applicable standard of conduct.


 


(e)       Indemnitee
shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account of the Enterprise
(as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of the Enterprise
in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given or reports
made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable
care by the Enterprise. The provisions of this Section 6(e) shall not be deemed to be exclusive or to limit in any way
the other circumstances in which the Indemnitee may be deemed to have met the applicable standard of conduct set forth in this
Agreement. In addition, the knowledge and/or actions, or failure to act, of any director, officer, agent or employee of the Enterprise
shall not be imputed to Indemnitee for purposes of determining the right to indemnification under this Agreement. Whether or not
the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all
times 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.
Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing
evidence.


 


(f)       If
the person, persons or entity empowered or selected under Section 6 to determine whether Indemnitee is entitled to indemnification
shall not have made a determination within sixty (60) days after receipt by the Company of the request therefor, the requisite
determination of entitlement to indemnification shall be deemed to have been made and Indemnitee shall be entitled to such indemnification
absent (i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for indemnification, or (ii) a prohibition of such indemnification
under applicable law; provided, however, that such sixty (60) day period may be extended for a reasonable time,
not to exceed an additional thirty (30) days, if the person, persons or entity making such determination with respect to entitlement
to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or information relating
thereto; and provided further, that the foregoing provisions of this Section 6(f) shall not apply if the determination
of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) of this Agreement and if (A)
within fifteen (15) days after receipt by the Company of the request for such determination, the Board or the Disinterested Directors,
if appropriate, resolve to submit such determination to the stockholders for their consideration at an annual meeting thereof
to be held within seventy five (75) days after such receipt and such determination is made thereat, or (B) a special meeting of
stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination, such meeting
is held for such purpose within sixty (60) days after having been so called and such determination is made thereat.


 




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(g)       Indemnitee
shall cooperate with the person, persons or entity making such determination with respect to Indemnitee’s entitlement to
indemnification, including providing to such person, persons or entity upon reasonable advance request any documentation or information
which is not privileged or otherwise protected from disclosure and which is reasonably available to Indemnitee and reasonably
necessary to such determination. Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably
and in good faith in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement.
Any costs or expenses (including attorneys’ fees and disbursements) incurred by Indemnitee in so cooperating with the person,
persons or entity making such determination shall be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 


(h)       In
the event that any action, suit or proceeding to which Indemnitee is a party is resolved in any manner other than by adverse judgment
against Indemnitee (including, without limitation, settlement of such action, suit or proceeding with or without payment of money
or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise in such action, suit
or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear
and convincing evidence.


 


(i)       The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon
a plea of nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner
which he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal
Proceeding, that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.


 


7.       Remedies
of Indemnitee.


 


(a)       In
the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to indemnification
under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this Agreement, (iii) no
determination of entitlement to indemnification is made pursuant to Section 6(b) of this Agreement within ninety (90) days
after receipt by the Company of the request for indemnification, (iv) payment of indemnification is not made pursuant to Sections
1(c), 1(d), 4 or the last sentence of Section 6(g) of this Agreement within ten (10) days after receipt
by the Company of a written request therefor, or (v) payment of indemnification is not made pursuant to Sections 1(a),
1(b) and 2 of this Agreement within ten (10) days after a determination has been made that Indemnitee is entitled
to indemnification or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee
shall be entitled to an adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction,
of Indemnitee’s entitlement to such indemnification. Indemnitee shall commence such proceeding seeking an adjudication within
one hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant
to this Section 7(a). The Company shall not oppose Indemnitee’s right to seek any such adjudication.


 




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(b)       In
the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as
a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section
6(b).


 


(c)       If
a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in any judicial proceeding commenced pursuant to this Section 7, absent
(i) a misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement
not materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification
under applicable law.


 


(d)       In
the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his or her rights under, or to
recover damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance
policies maintained by the Company, the Company shall pay on his or her behalf, in advance, any and all expenses (of the types
described in the definition of Expenses in Section 13 of this Agreement) actually and reasonably incurred by him or her
in such judicial adjudication, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification,
advancement of expenses or insurance recovery.


 


(e)       The
Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures
and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company
is bound by all the provisions of this Agreement. It is the intent of the Company that, to the fullest extent permitted by law,
the Indemnitee not be required to incur legal fees or other Expenses associated with the interpretation, enforcement or defense
of Indemnitee’s rights under this Agreement by litigation or otherwise because the cost and expense thereof would substantially
detract from the benefits intended to be extended to the Indemnitee hereunder. The Company shall indemnify Indemnitee against
any and all Expenses and, if requested by Indemnitee, shall (within ten (10) days after receipt by the Company of a written request
therefore) advance, to the extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in connection
with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement or under
any directors’ and officers’ liability insurance policies maintained by the Company, if, in the case of indemnification,
Indemnitee is wholly successful on the underlying claims; if Indemnitee is not wholly successful on the underlying claims, then
such indemnification shall be only to the extent Indemnitee is successful on such underlying claims or otherwise as permitted
by law, whichever is greater.


 




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(f)       Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement to indemnification under this Agreement shall be
required to be made prior to the final disposition of the Proceeding.


 


8.       Non-Exclusivity;
Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.


 


(a)       The
rights of indemnification as provided by this Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Certificate of Incorporation, the Bylaws, any agreement, a vote of stockholders,
a resolution of directors of the Company, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision
hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such
Indemnitee in his or her Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL,
whether by statute or judicial decision, permits greater indemnification than would be afforded currently under the Certificate
of Incorporation, Bylaws and this Agreement, it is the intent of the parties hereto that Indemnitee shall enjoy by this Agreement
the greater benefits so afforded by such change. No right or remedy herein conferred is intended to be exclusive of any other
right or remedy, and every other right and remedy shall be cumulative and in addition to every other right and remedy given hereunder
or now or hereafter existing at law or in equity or otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other right or remedy.


 


(b)       To
the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers, employees,
or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise that such person serves at the request of the Company, Indemnitee shall be covered by such policy or policies
in accordance with its or their terms to the maximum extent of the coverage available for any director, officer, employee, agent
or fiduciary under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof,
the Company has directors’ and officers’ liability insurance in effect, the Company shall give prompt notice of the
commencement of such proceeding to the insurers in accordance with the procedures set forth in the respective policies. The Company
shall thereafter take all necessary or desirable action to cause such insurers to pay, on behalf of the Indemnitee, all amounts
payable as a result of such proceeding in accordance with the terms of such policies.


 


(c)       In
the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including
execution of such documents as are necessary to enable the Company to bring suit to enforce such rights.


 




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(d)       The
Company shall not be liable under this Agreement to make any payment of amounts otherwise indemnifiable hereunder if and to the
extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract, agreement or otherwise.


 


(e)       The
Company’s obligation to indemnify or advance Expenses hereunder to Indemnitee who is or was serving at the request of the
Company as a director, officer, employee or agent of any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of
expenses from such other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise.


 


9.       Exception
to Right of Indemnification. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this
Agreement to make any indemnity in connection with any claim made against Indemnitee:


 


(a)       for
which payment has actually been made to or on behalf of Indemnitee under any insurance policy or other indemnity provision, except
with respect to any excess beyond the amount paid under any insurance policy or other indemnity provision; or


 


(b)       for
(i) an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state
statutory law or common law, (ii) any reimbursement of the Company by the Indemnitee of any bonus or other incentive-based or
equity-based compensation or of any profits realized by the Indemnitee from the sale of securities of the Company, as required
in each case under the Exchange Act (including any such reimbursements that arise from an accounting restatement of the Company
pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”), or the payment to the Company
of profits arising from the purchase and sale by Indemnitee of securities in violation of Section 306 of the Sarbanes-Oxley Act)
or (iii) any reimbursement of the Company by Indemnitee of any compensation pursuant to any compensation recoupment or clawback
policy adopted by the Board or the compensation committee of the Board, including but not limited to any such policy adopted to
comply with stock exchange listing requirements implementing Section 10D of the Exchange Act; or


 


(c)       except
as provided in Section 7(e) of this Agreement, in connection with any Proceeding (or any part of any Proceeding) initiated
by Indemnitee, including any Proceeding (or any part of any Proceeding) initiated by Indemnitee against the Company or its directors,
officers, employees or other indemnitees, unless (i) the Board authorized the Proceeding (or any part of any Proceeding) prior
to its initiation, (ii) such payment arises in connection with any mandatory counterclaim or cross claim brought or raised by
Indemnitee in any Proceeding (or any part of any Proceeding) or (iii) the Company provides the indemnification, in its sole discretion,
pursuant to the powers vested in the Company under applicable law.


 




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10.       Duration
of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee is
an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as
Indemnitee shall be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of his or
her Corporate Status, whether or not he or she is acting or serving in any such capacity at the time any liability or expense
is incurred for which indemnification can be provided under this Agreement. 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 or assets of the Company), assigns,
spouses, heirs, executors and personal and legal representatives.


 


11.       Security.
To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to time provide security
to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust or other
collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent of
the Indemnitee.


 


12.       Enforcement.


 


(a)       The
Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby
in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee
is relying upon this Agreement in serving as an officer or director of the Company.


 


(b)       This
Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes
all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter
hereof.


 


(c)       The
Company shall not seek from a court, or agree to, a “bar order” which would have the effect of prohibiting or limiting
the Indemnitee’s rights to receive advancement of expenses under this Agreement.


 


13.       Definitions.
For purposes of this Agreement:


 


(a)       “Corporate
Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary of the Company
or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person is
or was serving at the request of the Company, including any person who is acting in multiple roles as a director, officer, employee,
agent or fiduciary of the Company.


 


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


 


(c)       “Enterprise”
shall mean the Company and any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise
that Indemnitee is or was serving at the request of the Company as a director, officer, employee, agent or fiduciary.


 




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(d)       “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts, witness fees, travel
expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and any federal, state,
local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement,
ERISA excise taxes and penalties, and all other disbursements or expenses of the types customarily incurred in connection with
prosecuting, defending, preparing to prosecute or defend, investigating, participating, or being or preparing to be a witness
in a Proceeding, or responding to, or objecting to, a request to provide discovery in any Proceeding. Expenses also shall include
(i) Expenses incurred in connection with any appeal resulting from any Proceeding, including, without limitation, the premium,
security for, and other costs relating to any cost bond, supersedeas bond, or other appeal bond or its equivalent (ii) Expenses
incurred in connection with recovery under any directors’ and officers’ liability insurance policies maintained by
the Company, regardless of whether Indemnitee is ultimately determined to be entitled to such indemnification, advancement or
Expenses or insurance recovery, as the case may be, and (iii) for purposes of Section 7(e) only, Expenses incurred by Indemnitee
in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement, the Certificate
of Incorporation, the Bylaws or under any directors’ and officers’ liability insurance policies maintained by the
Company, by litigation or otherwise. Expenses, however, shall not include amounts paid in settlement by Indemnitee or the amount
of judgments or fines against Indemnitee.


 


(e)       “Independent
Counsel” means a law firm, or a member of a law firm, that is experienced in matters of corporation law and neither
at present is, nor in the past five (5) years has been, retained to represent (i) the Company or Indemnitee in any matter material
to either such party (other than with respect to matters concerning Indemnitee under this Agreement, or of other indemnitees under
similar indemnification agreements), or (ii) any other party to the Proceeding 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. The Company agrees to pay the reasonable fees of the
Independent Counsel referred to above and to fully indemnify such counsel against any and all Expenses, claims, liabilities and
damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


(f)       “Proceeding”
includes any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, alternate
dispute resolution mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding,
whether brought by or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, including
any appeal therefrom, in which Indemnitee was, is or will be involved as a party or otherwise, by reason of his or her Corporate
Status, by reason of any action taken by him or her, or of any inaction on his or her part, while acting in his or her Corporate
Status; in each case whether or not he or she is acting or serving in any such capacity at the time any liability or expense is
incurred for which indemnification, reimbursement or advancement of expenses can be provided under this Agreement; including one
pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of
this Agreement to enforce his or her rights under this Agreement.


 




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14.       Severability.
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other
provision. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification
rights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law,
such provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.


 


15.       Modification
and Waiver. No supplement, modification, termination 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 deemed or shall constitute a waiver
of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


16.       Notice
By Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving any
summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter which may
be subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation
which it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially
prejudices the Company.


 


17.       Notices.
All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be deemed effectively
given (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail if sent during normal
business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after having been sent
by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be
sent:


 


(a)       To
Indemnitee at the address set forth below Indemnitee signature hereto.


 


(b)       To
the Company at:


 


Abeona
Therapeutics Inc.


1330
Avenue of the Americas, 33rd Floor


New
York, NY 10019


Attention:
Head of Legal


 


or
to such other address as may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may
be.


 


18.       Counterparts.
This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together
shall constitute one and the same the same instrument. Counterparts may be delivered via electronic mail (including pdf or any
electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method
and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 




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19.       Headings.
The headings of the 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 thereof.


 


20.       Governing
Law and Consent to Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed
and enforced in accordance with, the laws of the State of Delaware, without regard to its conflict of laws rules. The Company
and Indemnitee hereby irrevocably and unconditionally (i) agree that any action or proceeding arising out of or in connection
with this Agreement shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”),
and not in any other state or federal court in the United States of America or any court in any other country, (ii) 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, (iii) waive any objection to the laying of venue of any such action or proceeding in the Delaware Court,
and (iv) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware Court
has been brought in an improper or inconvenient forum.


 


[Signature
Page Follows]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement on and as of the day and year first above written.


 


	 	ABEONA THERAPEUTICS INC.
	 	 
	 	By:	                               
	 	Name:	 
	 	Title: 	 



 








	 	INDEMNITEE
	 	 
	 	 
	 	Name:
    
	 	 
	 	Address:	                                
	 	 	 
	 	 	 
	 	 	 


 


Signature
Page to Indemnification Agreement