EXHIBIT 4.1


FORM OF WARRANT


          THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”) OR
UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED,
HYPOTHECATED OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT WITH
RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS OR (II) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE COMPANY OR OTHER
COUNSEL TO THE COMPANY THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED,
HYPOTHECATED OR TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT OR APPLICABLE STATE SECURITIES LAWS.


Warrant to Purchase

_________ shares1


VOID AFTER ____________ __, 2015


WARRANT
TO PURCHASE

COMMON STOCK

OF

IBIO, INC.

Incorporated Under the Laws of the State of Delaware


          THIS IS TO
CERTIFY that [HOLDER], or its proper assigns (the “Warrantholder”), is
entitled, upon the due exercise hereof and subject to the terms and conditions
hereof, until 5:00 p.m. New York time on __________ __, 2015, to purchase from
iBio, Inc., a Delaware corporation (the “Company”), from time to time,
all or any part of [Amount in Words] (Amount in Numbers) fully paid and nonassessable
shares of common stock, par value $.001 per share, of the Company (the “Common
Stock”), but not for fractional shares of Common Stock, upon delivery of
the Election to Purchase attached hereto as Appendix A, duly completed
and delivered, in accordance with Section 11 of this Warrant, and
simultaneous payment therefor by wire transfer of immediately available funds,
or good bank or certified check drawn to the order of the Company, at an
exercise price of $2.20 for one (1) share of Common Stock (the “Warrant
Exercise Price”).


          This
Warrant is issued pursuant to a Securities Purchase Agreement, dated _________
__, 2010 (the “Securities Purchase Agreement”) between the Company and
the original Warrantholder.


          1. Term.
This Warrant is exercisable at the option of the Warrantholder, for a five (5)
year period, commencing on the date hereof and may not be exercised after 5:00
p.m., New York time, _________ __, 2015 (the “Expiration Date”), at
which time this Warrant will become


	
  

 	
  

 	
  

 
	

 


 	
  

 
	
 1

 	
 Same number
 of shares purchased by each investor (i.e., 100% warrant coverage).

 









wholly void and all rights evidenced hereby will terminate solely as to
the purchase of any shares of Common Stock for which an Election to Purchase
has not been delivered to the Company by the Warrantholder or its assigns.


          2. Exercise
of Warrant. 


          (a) Manner
of Exercise. This Warrant may be exercised into shares of Common Stock by
the Warrantholder hereof, in accordance with the terms and conditions hereof,
in whole or in part with respect to any portion of this Warrant and in the
discretion of the Warrantholder, during the period beginning on the date hereof
and ending on the Expiration Date. Any exercise shall be undertaken during
normal business hours on any day other than a Saturday or a Sunday
or a day on which commercial banking institutions in New York, New York are
authorized by law to be closed on or prior to the Expiration Date with respect
to such portion of this Warrant, by surrender of this Warrant to the Company at
its office maintained pursuant to Section 11 hereof, accompanied by an
exercise notice in substantially the form attached to this Warrant as Appendix
A duly executed by or on behalf of the Warrantholder together with the
payment of the Warrant Exercise Price in cash by bank check or wire transfer of
immediately available funds.


          (b) Delivery
of Stock Certificates. As soon as practicable after each exercise of this
Warrant, in whole or in part, the Company will cause to be issued in the name
of and delivered to the Warrantholder hereof or, subject to Section 11
hereof, as the Warrantholder (upon payment by the Warrantholder of any
applicable transfer taxes) may direct:


                    (i)
a certificate or certificates (with appropriate restrictive legends, as
applicable) for the number of duly authorized, validly issued, fully paid and
nonassessable shares of Common Stock to which the Warrantholder shall be
entitled upon exercise plus, in lieu of any fractional share to which the
Warrantholder would otherwise be entitled, all issuances of Common Stock shall
be rounded up to the nearest whole share.


                    (ii)
in case exercise is in part only, a new Warrant of like tenor, dated the date
hereof and stating on the face thereof for the number of shares of Common Stock
equal to the number of shares called tier on the face of this Warrant minus the
number of shares designated by the Warrantholder upon exercise as provided in
Section 2(a) hereof (without giving effect to any adjustment thereof).


          3. Adjustment
of Warrant Exercise Price and Number of Shares of Common Stock. In case of
any dividend in securities of the Company, stock split, spinoff,
reclassification, capital reorganization, or other change of outstanding shares
of Common Stock, or in case of any consolidation or merger of the Company with
or into another corporation (other than a consolidation or merger in which the
Company is the continuing corporation and which does not result in any
reclassification, capital reorganization, or other change of outstanding shares
of Common Stock), or in case of any sale or conveyance to another corporation
of all or substantially all of the property of the Company (other than a
sale/leaseback, mortgage, or other financing transaction), or the issuance of
any rights to purchase or to receive any securities of the Company or its
subsidiaries issued to all holders of Common Stock, the Company shall cause
effective provision to be made so that the Warrantholder shall have the right
thereafter, by exercising such Warrant, to purchase the kind and number of
shares of stock or other securities


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or property (including cash) receivable upon such reclassification,
capital reorganization, or other change, consolidation, merger, sale, or
conveyance by a holder of the number of shares of Common Stock that might have
been purchased upon exercise of such Warrant immediately prior to such
reclassification, capital reorganization, or other change, consolidation,
merger, sale, or conveyance. Any such provision shall include provision for
adjustments that shall be as nearly equivalent as may be practicable to the
adjustments provided for in this Section 3. The Company shall not effect
any such consolidation, merger or sale, unless prior to or simultaneously with
the consummation thereof, the successor (if other than the Company) resulting
from such consolidation or merger or the corporation purchasing assets or other
appropriate corporation or entity shall assume by written instrument the
obligation to deliver to the holder of this Warrant such shares of stock,
securities, or assets as, in accordance with the foregoing provisions, such
holders may be entitled to purchase and the other obligations under this
Agreement. The foregoing provisions shall similarly apply to each successive
dividend, rights offering, stock split, spinoff, reclassification, capital
reorganizations, and other changes of outstanding shares of Common Stock and to
successive consolidations, mergers, sales, or conveyances. 


          4. No
Stockholder Rights. The Warrantholder shall not have the right to vote or
to consent or to receive notice as a stockholder in respect of any meetings of
stockholders or as having any rights whatsoever as a stockholder of the Company
until such time as it has exercised all or any part of this Warrant. The
Warrantholder shall not be entitled to any rights of a stockholder of the
Company in respect of any shares purchasable upon the exercise hereof until
such shares have been paid for in full, whether or not a certificate has been
delivered hereunder. 


          5. Restrictions
on Transfer. This Warrant and the shares of Common Stock issuable upon the
exercise hereof (collectively, the “Warrant Securities”) are not
currently registered upon the Act or any state securities laws. The Warrant
Securities are subject to restrictions on transferability and resale and may
not be transferred or resold, except as set forth below. For so long as the
Warrant Securities are not registered under the Act, each certificate
representing shares of Common Stock issuable upon the exercise of this Warrant
shall bear the following legend (in addition to any legend required under
applicable state securities laws and any other applicable agreement): THIS
WARRANT AND THE SHARES OF COMMON STOCK ISSUABLE UPON THE EXERCISE HEREOF HAVE
NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”),
NOR UNDER ANY STATE SECURITIES LAWS, AND MAY NOT BE PLEDGED, SOLD, ASSIGNED,
HYPOTHECATED OR OTHERWISE TRANSFERRED UNTIL (I) A REGISTRATION STATEMENT WITH
RESPECT THERETO IS EFFECTIVE UNDER THE ACT AND ANY APPLICABLE STATE SECURITIES
LAWS OR (II) THE COMPANY RECEIVES AN OPINION OF COUNSEL TO THE COMPANY OR OTHER
COUNSEL TO THE COMPANY THAT SUCH SECURITIES MAY BE PLEDGED, SOLD, ASSIGNED,
HYPOTHECATED OR TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT UNDER
THE ACT OR APPLICABLE STATE SECURITIES LAWS.


          6. Reservation
of Stock Issuable Upon Exercise. The Company has reserved and shall at all
times reserve and keep available out of its authorized but unissued shares of
Common Stock and other securities deliverable hereunder, solely for the purpose
of effecting the issuance of the shares of Common Stock and other securities
upon exercise of the Warrant, such number of its shares of Common Stock and
other securities as shall from time to time be sufficient to


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provide for the exercise of this Warrant, and if at any time the number
of authorized but unissued shares of Common Stock or other securities shall not
be sufficient to provide for the exercise of this Warrant, the Company will,
subject to the requirements of applicable state law, take such corporate action
as may, in the opinion of its counsel, be necessary to increase its authorized
but unissued shares of Common Stock or other securities to such number of
shares of Common Stock and other securities as shall be sufficient for such
purposes. 


          7.
Loss or Mutilation. Upon receipt by the Company of
evidence reasonably satisfactory to it of the ownership of and the loss, theft,
destruction or mutilation of any Warrant Certificate and (in the case of loss,
theft or destruction) of indemnity reasonably satisfactory to the Company, and
(in the case of mutilation) upon surrender and cancellation thereof, the
Company will execute and deliver in lieu thereof a new Warrant Certificate of
like tenor.


          8.
Representations and Warranties of the Warrantholder. The Warrantholder hereby represents and
warrants to the Company that:


          (a)
The Warrantholder is acquiring this Warrant for its own account, for investment
purposes only.


          (b)
The Warrantholder understands that an investment in the Warrants involves a
high degree of risk, and The Warrantholder has the financial ability to bear
the economic risk of the investment in this Warrant, including a complete loss
of such investment. The Warrantholder has adequate means for providing for its
current financial needs and has no need for liquidity with respect to this
investment.


          (c)
The Warrantholder has such knowledge and experience in financial and business
matters that it is capable of evaluating the merits and risks of an investment
in this Warrant and in protecting its own interest in connection with this
transaction.


          9. Successors.
All the covenants and provisions of this Agreement shall be binding upon and
inure to the benefit of the Company and the Warrantholder and its respective
successors and assigns hereunder.


          10. Governing
Law; Submission to Jurisdiction. This Warrant issued hereunder shall be
deemed to be a contract made under the laws of the State of New York and the
Delaware General Corporate Law and for all purposes shall be construed in
accordance with the laws of said States, without giving effect to the rules of
said State governing the conflicts of laws which might cause the application of
any other laws.


          11. Notices.
All notices, requests, consents and other communications hereunder shall be in
writing and shall be deemed to have been duly made when delivered by registered
or certified mail, return receipt requested, or by overnight mail (a) If to the
registered Warrantholder, to the address of such Warrantholder as shown on the
books of the Company; or (b) If to the Company, to its principal offices at 9
Innovation Way, Suite 100, Newark, Delaware 19711, Attn: Robert B. Kay, Chief
Executive Officer, with a copy by facsimile to Andrew Abramowitz, PLLC,
facsimile (212) 972-8883, Attn: Andrew Abramowitz, Esq., or to such other address
as the Company may designate by notice to the Warrantholder.


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          12. Entire
Agreement; Modification. This Agreement, together with the other
Transaction Documents (as defined in the Securities Purchase Agreement),
contain the entire understanding between the parties hereto with respect to the
subject matter hereof and may not be modified or amended, except in accordance
with the procedures set forth in Section 5.4 of the Securities Purchase
Agreement.


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 IBIO, INC.



 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	

 


 	
  

 
	
  

 	
 Name: Robert
 B. Kay

 
	
  

 	
 Title: Chief
 Executive Officer

 


Dated: ____________ __, 2010


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Appendix
A

FORM OF ELECTION TO PURCHASE


          The
undersigned hereby irrevocably elects to exercise the right, represented by
this Warrant, to purchase _______ shares of Common Stock at an exercise price
of $2.20 per share of Common Stock


          In
accordance with the terms of the Warrant dated as of _________ issued by iBio,
Inc. in favor of ______________, the undersigned requests that a certificate
for such securities be registered in the name of ___________ whose address is
____________ and that such Certificate be delivered to
_____________________________ whose address is
____________________________________________________________________________.


Dated: _________________,


	
  

 	
  

 
	
  

 	

 


 
	
  

 	
 Signature (Signature must conform in all respects to name of holder
 as specified on the face of the Warrant.)

 
	
  

 	
  

 
	
  

 	

 


 
	
  

 	
 (Insert Social Security or Other Identifying Number of Warrantholder)