EXHIBIT 10.2


FORM OF REGISTRATION RIGHTS AGREEMENT


          This
Registration Rights Agreement (this “Agreement”) is made and entered
into as of ___________ ___, 2010, among iBio, Inc., a Delaware corporation (the
“Company”) and each of the several purchasers signatory hereto (each
such purchaser, a “Purchaser” and, collectively, the “Purchasers”).


          This
Agreement is made pursuant to the Securities Purchase Agreement, dated as of
the date hereof, between the Company and each Purchaser (the “Securities
Purchase Agreement”).


          The Company
and each Purchaser hereby agrees as follows:


          1. Definitions


          Capitalized
terms used and not otherwise defined herein that are defined in the Securities
Purchase Agreement shall have the meanings given such terms in the Securities
Purchase Agreement.


          As used in
this Agreement, the following terms shall have the following meanings:


	
  

 	
  

 
	
  

 	
 “Advice”
 shall have the meaning set forth in Section 6(c).

 
	
  

 	
  

 
	
  

 	
 “Commission”
 means the Securities and Exchange Commission.

 
	
  

 	
  

 
	
  

 	
 “Effective
 Date” means, as to a Registration Statement, the date on which such
 Registration Statement is first declared effective by the Commission.

 
	
  

 	
  

 
	
  

 	
 “Effectiveness
 Date” means:

 
	
  

 	
  

 
	
  

 	
           (a) with
 respect to the initial Registration Statement required to be filed under
 Section 2(a), the earlier of (i) the 90th day following the final
 closing date of the Equity Financing (the 120th day if the
 Commission reviews and has written comments to the initial Registration
 Statement that would require the filing of a pre-effective amendment thereto
 with the Commission) and (ii) the fifth Trading Day following the date on
 which the Company is notified by the Commission that such initial
 Registration Statement will not be reviewed or is no longer subject to
 further review and comments;

 
	
  

 	
  

 
	
  

 	
           (b) with
 respect to any additional Registration Statements that may be required
 pursuant to Section 2(b), the earlier of (i) the 90th day
 following (x) if such Registration Statement is required because the
 Commission shall have notified the Company in writing that certain
 Registrable Securities were not eligible for inclusion on a previously filed
 Registration Statement, the date or time on which the Commission shall
 indicate as being the first date or time that such Registrable Securities may
 then be included in a Registration Statement, or (y) if such Registration
 Statement is required for a reason other than as described in (x) above, 

 













	
  

 	
  

 
	
  

 	
 the date on which the Company first knows, or reasonably should have
 known, that such additional Registration Statement(s) is required; provided,
 that, if the Commission reviews and has written comments to a Registration
 Statement filed under Section 2(b) that would require the filing of a
 pre-effective amendment thereto with the Commission, then the Effectiveness
 Date under this clause (b)(i) for such Registration Statement shall be the
 earlier of the 120th day following the date that the Company first
 knows, or reasonably should have known, that such additional Registration
 Statement is required under such Section, and (ii) the fifth Trading Day
 following the date on which the Company is notified by the Commission that
 such additional Registration Statement will not be reviewed or is no longer
 subject to further review and comments; and

 
	
  

 	
  

 
	
  

 	
           (c) with
 respect to a Registration Statement required to be filed under Section 2(c),
 the earlier of: (c)(i) the 90th day following the date on which
 the Company becomes eligible to utilize Form S-3 to register the resale of
 Common Stock; provided, that, if the Commission reviews and has
 written comments to such filed Registration Statement that would require the
 filing of a pre-effective amendment thereto with the Commission, then the
 Effectiveness Date under this clause (c)(i) shall be the earlier of the 120th
 day following the date on which the Company becomes eligible to utilize Form
 S-3 to register the resale of Common Stock, and (ii) the fifth Trading Day
 following the date on which the Company is notified by the Commission that
 the initial Registration Statement will not be reviewed or is no longer
 subject to further review and comments.

 
	
  

 	
  

 
	
  

 	
 “Effectiveness Period” shall have the meaning set forth in
 Section 2(a).

 
	
  

 	
  

 
	
  

 	
 “Filing Date” means (a) with respect to the initial
Registration Statement required to be filed under Section 2(a), the 30th
day following the final closing of the up-to-$10,000,000 equity financing
being offered pursuant to a Securities Purchase Agreement of even date
herewith (the “Equity Financing”); (b) with respect to any additional
Registration Statements that may be required pursuant to Section 2(b), the 30th
day following (x) if such Registration Statement is required because the
Commission shall have notified the Company in writing that certain
Registrable Securities were not eligible for inclusion on a previously filed
Registration Statement, the date or time on which the Commission shall
indicate as being the first date or time that such Registrable Securities may
then be included in a Registration Statement, or (y) if such Registration
Statement is required for a reason other than as described in (x) above, the
date on which the Company first knows, or reasonably should have known, that
such additional Registration Statement(s) is required, but in any event no
earlier than the initial Filing Date; and (c) with respect to a Registration
Statement required to be filed under Section 2(c), the 30th day
following the date on which the Company becomes eligible to utilize Form S-3
to register the resale of Common Stock, but in any event no earlier than the
initial Filing Date. 

 


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           “Holder”
 or “Holders” means the holder or holders, as the case may be, from
 time to time of Registrable Securities.

 
	
  

 	
  

 	
  

 
	
  

 	
           “Indemnified
 Party” shall have the meaning set forth in Section 5(c).

 
	
  

 	
  

 	
  

 
	
  

 	
           “Indemnifying
 Party” shall have the meaning set forth in Section 5(c).

 
	
  

 	
  

 	
  

 
	
  

 	
           “Losses”
 shall have the meaning set forth in Section 5(a).

 
	
  

 	
  

 	
  

 
	
  

 	
           “Prospectus”
 means the prospectus included in a Registration Statement (including, without
 limitation, a prospectus that includes any information previously omitted
 from a prospectus filed as part of an effective registration statement in
 reliance upon Rule 430A promulgated by the Commission pursuant to the
 Securities Act), as amended or supplemented by any prospectus supplement,
 with respect to the terms of the offering of any portion of the Registrable
 Securities covered by a Registration Statement, and all other amendments and
 supplements to the Prospectus, including post-effective amendments, and all
 material incorporated by reference or deemed to be incorporated by reference
 in such Prospectus.

 
	
  

 	
  

 	
  

 
	
  

 	
           “Registrable
 Securities” means, as of the date in question, (i) all of the Shares,
 (ii) all shares of Common Stock issuable upon exercise of the Warrants, and
 (iii) any securities issued or issuable upon any stock split, dividend or
 other distribution, recapitalization or similar event with respect to the
 foregoing.

 
	
  

 	
  

 	
  

 
	
  

 	
           “Registration
 Statement” means the registration statement required to be filed upon
 demand hereunder and any additional registration statements contemplated by
 Section 3(c), including (in each case) the Prospectus, amendments and
 supplements to such registration statement or Prospectus, including pre- and
 post-effective amendments, all exhibits thereto, and all material
 incorporated by reference or deemed to be incorporated by reference in such
 registration statement.

 
	
  

 	
  

 	
  

 
	
  

 	
           “Rule
 144” means Rule 144 promulgated by the Commission pursuant to the
 Securities Act, as such Rule may be amended from time to time, or any similar
 rule or regulation hereafter adopted by the Commission having substantially
 the same effect as such Rule.

 
	
  

 	
  

 	
  

 
	
  

 	
           “Rule
 415” means Rule 415 promulgated by the Commission pursuant to the
 Securities Act, as such Rule may be amended from time to time, or any similar
 rule or regulation hereafter adopted by the Commission having substantially
 the same effect as such Rule.

 
	
  

 	
  

 	
  

 
	
  

 	
           “Rule
 424” means Rule 424 promulgated by the Commission pursuant to the
 Securities Act, as such Rule may be amended or interpreted from time to time,
 or any similar rule or regulation hereafter adopted by the Commission having
 substantially the same purpose and effect as such Rule.

 
	
  

 	
  

 	
  

 
	
  

 	
           “Securities
 Act” means the Securities Act of 1933, as amended.

 



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           “Selling
 Shareholder Questionnaire” shall have the meaning set forth in Section
 3(a).

 


          2. Registration.



          (a) On or
prior to each Filing Date, the Company shall prepare and file with the
Commission a Registration Statement covering the resale of all Registrable
Securities not already covered by an existing and effective Registration
Statement for an offering to be made on a continuous basis pursuant to Rule
415, on Form S-1 or if eligible, Form S-3 (or on such other form appropriate
for such purpose).  Such Registration Statement shall contain (except
if otherwise required pursuant to written comments received from the Commission
upon a review of such Registration Statement) the “Plan of Distribution”
attached hereto as Annex A.  The Company shall use its
reasonable best efforts to cause such Registration Statement to be declared
effective under the Securities Act as soon as possible but, in any event, no
later than its Effectiveness Date, and shall use its reasonable best efforts to
keep the Registration Statement continuously effective under the Securities Act
until the date which is the earlier of (i) 120 days after no Holder is an
affiliate of the Company or (ii) such time as all of the Registrable Securities
covered by such Registration Statement may be sold by the Holders pursuant to
Rule 144 without any volume limitations as determined by the counsel to the
Company pursuant to a written opinion letter to such effect, addressed and
acceptable to the Company’s transfer agent and the affected Holders or (iii)
such time as all of the Registrable Securities covered by such Registration
Statement have been publicly sold by the Holders (the “Effectiveness Period”).  The Company shall notify the Holders via facsimile or by
e-mail of the effectiveness of a Registration Statement on the same Trading Day
that the Company telephonically confirms effectiveness with the Commission,
which shall be the date requested for effectiveness of such Registration
Statement. By 9:30 a.m. (Eastern Time) on the Business Day immediately
following the Effective Date of each Registration Statement, the Company shall
file with the Commission in accordance with Rule 424 under the Securities Act
the final prospectus to be used in connection with sales pursuant to such
Registration Statement (whether or not such filing is technically required
under such Rule).  If for any reason other than due solely to
Commission restrictions, a Registration Statement is effective but not all
outstanding Registrable Securities are registered for resale pursuant thereto,
then the Company shall prepare and file by the applicable Filing Date an additional
Registration Statement to register the resale of all such unregistered
Registrable Securities for an offering to be made on a continuous basis
pursuant to Rule 415. 


                              (b)
If for any reason the Commission does not permit all of the Registrable
Securities to be included in the Registration Statement filed pursuant to
Section 2(a), or for any other reason any outstanding Registrable Securities
are not then covered by an effective Registration Statement, then the Company shall
prepare and file by the Filing Date for such Registration Statement, an
additional Registration Statement covering the resale of all Registrable
Securities not already covered by an existing and effective Registration
Statement for an offering to be made on a continuous basis pursuant to Rule
415, on Form S-1 or if eligible, Form S-3 (or on such other form appropriate
for such purpose); provided, however, that the Company shall not be
required to file such additional Registration Statement, or may exclude shares
from such additional Registration Statement, if it believes in good faith,
based upon advice from the Commission’s Staff, that application of Rule 415
would not permit registration


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of all or the excluded portion of such Registrable Securities; provided
further that the Company shall be obligated to use reasonable best efforts to
advocate with the Commission for the registration of all of the Registrable
Securities in accordance with Commission guidance.  If the Commission
does require a reduction in the number of Registrable Securities or other
shares of Common Stock that may be included in a Registration Statement, the
number of Registrable Securities or other shares of Common Stock to be
registered on such Registration Statement will be reduced on a pro rata basis
based on the total number of unregistered shares held by the holders thereof,
subject to a determination by the Commission that certain holders must be
reduced before other holders based on the number of shares held by such holders.  Each
such additional Registration Statement shall contain (except if otherwise
required pursuant to written comments received from the Commission upon a
review of such additional Registration Statement) the “Plan of Distribution”
attached hereto as Annex A.  The Company shall use its
reasonable best efforts to cause each such additional Registration Statement to
be declared effective under the Securities Act as soon as possible but, in any
event, by its Effectiveness Date, and shall use its reasonable best efforts to
keep such additional Registration Statement continuously effective under the
Securities Act during the entire Effectiveness Period.


                              (c)
Promptly following any date on which the Company becomes eligible to use a registration
statement on Form S-3 to register the Registrable Securities for resale, the
Company shall file a registration statement on Form S-3 covering the
Registrable Securities (or a post-effective amendment on Form S-3 to the then
effective Registration Statement) and shall use its reasonable best efforts to
cause such Registration Statement to be declared effective as soon as
possible thereafter, but in any event prior to the Effectiveness Date therefor.
Such Registration Statement shall contain (except if otherwise required
pursuant to written comments received from the Commission upon a review of such
Registration Statement) the “Plan of Distribution” attached hereto as Annex
A.  The Company shall use its reasonable best efforts to cause
such Registration Statement to be declared effective under the Securities Act
as soon as possible but, in any event, by its Effectiveness Date, and shall use
its reasonable best efforts to keep such additional Registration Statement
continuously effective under the Securities Act during the entire Effectiveness
Period.


                              (d)
If: (i) a Registration Statement is not filed on or prior to its Filing Date
(if the Company files a Registration Statement, except in the case of an
amendment that does not  concern a Holder, without affording the
Holders the opportunity to review and comment on the same as required by
Section 3(a) hereof, the Company shall not be deemed to have satisfied this
clause (i)), or (ii) a Registration Statement is not declared effective by the
Commission on or prior to its required Effectiveness Date excluding by reason
of the Commission’s refusal to accept the Plan of Distribution set forth in
Annex A of this Agreement with respect to the ability to sell at prevailing
market prices, or (iii) after its Effective Date such Registration Statement
ceases for any reason to be effective and available to the Holders as to all
Registrable Securities to which it is required to cover at any time prior to
the expiration of its Effectiveness Period for more than 60 consecutive trading
days or more than an aggregate of 90 trading days (which need not be
consecutive) in any 12-month period including by reason of the Company’s
delaying or suspending such Registration Statement by reason of the Board of
Directors concluding in good faith that such suspension or delay is necessary
to comply with applicable law or otherwise necessary to avoid harm to the
Company (any such failure or breach


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being referred to as an “Event,”
and for purposes of clauses (i) or (ii) the date on which such Event occurs, or
for purposes of clause (iii) the date which such trading day-period is
exceeded, being referred to as “Event Date”),
then in addition to any other rights the Holders may have hereunder or under
applicable law, on each monthly anniversary of each such Event Date (if the
applicable Event shall not have been cured by such date) until the applicable
Event is cured, the Company shall pay to each Holder an amount in cash, as
partial liquidated damages and not as a penalty, equal to 1.0% of the purchase
price paid by the Purchaser, up to a maximum aggregate payment of 6.0% of the
purchase price paid by the Purchaser.  If the Company fails to pay
any partial liquidated damages pursuant to this Section in full within seven
days after the date payable, the Company will pay interest thereon at a rate of
5.0% per annum to the Holder, accruing daily from the date such partial
liquidated damages are due until such amounts, plus all such interest thereon,
are paid in full.  The partial liquidated damages pursuant to the
terms hereof shall apply on a daily pro-rata basis for any portion of a month
prior to the cure of an Event, except in the case of the first Event Date. 


                              (e)
Each Holder agrees to furnish to the Company a completed Questionnaire in the
form attached to this Agreement as Annex B (a “Selling Stockholder
Questionnaire”).  The Company shall not be required to include the
Registrable Securities of a Holder in a Registration Statement and shall not be
required to pay any liquidated or other damages under Section 2(d) to any
Holder who fails to furnish to the Company a fully completed Selling
Stockholder Questionnaire at least two Trading Days prior to the Filing Date
(subject to the requirements set forth in Section 3(a)).


          3. Registration
Procedures.


          In
connection with the Company’s registration obligations hereunder, the Company
shall:


                    (a)
Cause its officers and directors, counsel and independent certified public
accountants to respond to such inquiries as shall be necessary, in the
reasonable opinion of respective counsel to each Holder, to conduct a
reasonable investigation within the meaning of the Securities Act. Each Holder
agrees to furnish to the Company a completed questionnaire in the form attached
to this Agreement as Annex B prior to the filing of the Registration
Statement.


                    (b)
(i) Prepare and file with the Commission such amendments, including
post-effective amendments, to a Registration Statement and the Prospectus used
in connection therewith as may be necessary to keep a Registration Statement
continuously effective as to the applicable Registrable Securities for the
Effectiveness Period and prepare and file with the Commission such additional
Registration Statements in order to register for resale under the Securities
Act all of the Registrable Securities; (ii) cause the related Prospectus to be
amended or supplemented by any required Prospectus supplement (subject to the
terms of this Agreement), and, as so supplemented or amended, to be filed
pursuant to Rule 424; (iii) respond as promptly as reasonably possible to any
comments received from the Commission with respect to a Registration Statement
or any amendment thereto; and (iv) comply in all material respects with the
provisions of the Securities Act and the Exchange Act with respect to the
disposition of all Registrable Securities covered by a Registration Statement
during the applicable period in accordance (subject to the terms of this
Agreement) with the intended methods of disposition by


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the Holders
thereof set forth in such Registration Statement as so amended or in such
Prospectus as so supplemented.


                    (c)
If during the Effectiveness Period, the number of Registrable Securities at any
time exceeds 100% of the number of shares of Common Stock then registered in a
Registration Statement, then the Company shall file as soon as reasonably
practicable, an additional Registration Statement covering the resale by the
Holders of not less than the number of such Registrable Securities.


                    (d)
Notify the Holders of Registrable Securities to be sold (which notice shall,
pursuant to clauses (i) through (iv) hereof, be accompanied by an instruction
to suspend the use of the Prospectus until the requisite changes have been
made) as promptly as reasonably possible and (if requested by any such Person)
confirm such notice in writing no later than one Trading Day following the day
(i) of the issuance by the Commission or any other federal or state
governmental authority of any stop order suspending the effectiveness of a
Registration Statement covering any or all of the Registrable Securities or the
initiation of any Proceedings for that purpose; (ii) of the receipt by the
Company of any notification with respect to the suspension of the qualification
or exemption from qualification of any of the Registrable Securities for sale
in any jurisdiction, or the initiation or threatening of any Proceeding for
such purpose; (iii) of the occurrence of any event or passage of time that
makes the financial statements included in a Registration Statement ineligible
for inclusion therein or any statement made in a Registration Statement or
Prospectus or any document incorporated or deemed to be incorporated therein by
reference untrue in any material respect or that requires any revisions to a
Registration Statement, Prospectus or other documents so that, in the case of a
Registration Statement or the Prospectus, as the case may be, it will not
contain any untrue statement of a material fact or omit to state any material
fact required to be stated therein or necessary to make the statements therein,
in light of the circumstances under which they were made, not misleading; and
(iv) of the occurrence or existence of any pending corporate development with
respect to the Company that the Company believes may be material and that, in
the determination of the Company, makes it not in the best interest of the
Company to allow continued availability of a Registration Statement or
Prospectus, provided that any and all of such information shall remain
confidential to each Holder until such information otherwise becomes public,
unless disclosure by a Holder is required by law; provided, further, that
notwithstanding each Holder’s agreement to keep such information confidential,
each such Holder makes no acknowledgement that any such information is
material, non-public information.


                    (e)
Use its reasonable efforts to avoid the issuance of, or, if issued, obtain the
withdrawal of (i) any order stopping or suspending the effectiveness of a
Registration Statement, or (ii) any suspension of the qualification (or
exemption from qualification) of any of the Registrable Securities for sale in
any jurisdiction, at the earliest practicable moment.


                    (f)
Furnish to each Holder, without charge, at least one conformed copy of each
such Registration Statement and each amendment thereto, including financial
statements and schedules, all documents incorporated or deemed to be
incorporated therein by reference to the extent requested by such Person, and
all exhibits to the extent requested by such Person


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(including
those previously furnished or incorporated by reference) promptly after the
filing of such documents with the Commission; provided, that any such item
which is available on the EDGAR system need not be furnished in physical form.


                    (g)
Subject to the terms of this Agreement, the Company hereby consents to the use
of such Prospectus and each amendment or supplement thereto by each of the
selling Holders in connection with the offering and sale of the Registrable
Securities covered by such Prospectus and any amendment or supplement thereto,
except after the giving of any notice pursuant to Section 3(d).


                    (h)
Prior to any resale of Registrable Securities by a Holder, use its commercially
reasonable efforts to register or qualify or cooperate with the selling Holders
in connection with the registration or qualification (or exemption from the
Registration or qualification) of such Registrable Securities for the resale by
the Holder under the securities or Blue Sky laws of such jurisdictions within
the United States as any Holder reasonably requests in writing, to keep each
registration or qualification (or exemption therefrom) effective during the
Effectiveness Period and to do any and all other acts or things reasonably
necessary to enable the disposition in such jurisdictions of the Registrable
Securities covered by each Registration Statement; provided, that the Company
shall not be required to qualify generally to do business in any jurisdiction
where it is not then so qualified, subject the Company to any material tax in
any such jurisdiction where it is not then so subject or file a general consent
to service of process in any such jurisdiction.


                    (i)
If requested by a Holder, cooperate with such Holders to facilitate the timely
preparation and delivery of certificates representing Registrable Securities to
be delivered to a transferee pursuant to a Registration Statement, which
certificates shall be free, to the extent permitted by the Securities Purchase
Agreement, of all restrictive legends, and to enable such Registrable
Securities to be in such denominations and registered in such names as any such
Holder may request.


                    (j)
Upon the occurrence of any event contemplated by Section 3(d), as promptly as
reasonably possible under the circumstances taking into account the Company’s
good faith assessment of any adverse consequences to the Company and its
stockholders of the premature disclosure of such event, prepare a supplement or
amendment, including a post-effective amendment, to a Registration Statement or
a supplement to the related Prospectus or any document incorporated or deemed
to be incorporated therein by reference, and file any other required document
so that, as thereafter delivered, neither a Registration Statement nor such
Prospectus will contain an untrue statement of a material fact or omit to state
a material fact required to be stated therein or necessary to make the
statements therein, in light of the circumstances under which they were made,
not misleading. If the Company notifies the Holders in accordance with clauses
(i) through (iv) of Section 3(d) above to suspend the use of any Prospectus
until the requisite changes to such Prospectus have been made, then the Holders
shall suspend use of such Prospectus. The Company will use its reasonable
efforts to ensure that the use of the Prospectus may be resumed as promptly as
is practicable. The Company shall be entitled to exercise its right under this
Section 3(j) to suspend the availability of a Registration Statement and
Prospectus.


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                    (k)
Comply with all applicable rules and regulations of the Commission.


                    (l)
The Company may require each selling Holder to furnish to the Company a
certified statement as to the number of shares of Common Stock beneficially
owned by such Holder and, if required by the Commission, the natural persons
thereof that have voting and dispositive control over the shares.


          4.
Registration Expenses. All fees and expenses incident to the performance
of or compliance with this Agreement by the Company shall be borne by the
Company whether or not any Registrable Securities are sold pursuant to a
Registration Statement. The fees and expenses referred to in the foregoing
sentence shall include, without limitation, (i) all registration and filing
fees (including, without limitation, fees and expenses (A) with respect to
filings required to be made with any Trading Market on which the Common Stock
is then listed for trading, and (B) in compliance with applicable state
securities or Blue Sky laws), (ii) printing expenses (including, without
limitation, expenses of printing certificates for Registrable Securities and of
printing prospectuses if the printing of prospectuses is reasonably requested
by the holders of a majority of the Registrable Securities included in the
Registration Statement), (iii) messenger, telephone and delivery expenses, (iv)
fees and disbursements of counsel for the Company and up to one counsel for the
Holders, (v) Securities Act liability insurance, if the Company so desires such
insurance, and (vi) fees and expenses of all other Persons retained by the
Company in connection with the consummation of the transactions contemplated by
this Agreement.  In addition, the Company shall be responsible for
all of its internal expenses incurred in connection with the consummation of
the transactions contemplated by this Agreement (including, without limitation,
all salaries and expenses of its officers and employees performing legal or
accounting duties), the expense of any annual audit and the fees and expenses
incurred in connection with the listing of the Registrable Securities on any
securities exchange as required hereunder.  In no event
shall the Company be responsible for any broker or similar commissions of any
Holder or, except to the extent provided for in the Transaction Documents, any
legal fees or other costs of the Holders.


          5.
Indemnification.


                    (a)
Indemnification by the Company. The Company shall, notwithstanding any
termination of this Agreement, indemnify and hold harmless each Holder, the
officers, directors, members, partners, agents, brokers (including brokers who
offer and sell Registrable Securities as principal as a result of a pledge or
any failure to perform under a margin call of Common Stock), investment
advisors, employees, the Placement Agent and any of its affiliates, officers,
directors, shareholders, employees and agents (and any other Persons with a
functionally equivalent role of a Person holding such titles, notwithstanding a
lack of such title or any other title) of each of them, each Person who
controls any such Holder (within the meaning of Section 15 of the Securities
Act or Section 20 of the Exchange Act) and the officers, directors, members,
shareholders, partners, agents and employees (and any other Persons with a
functionally equivalent role of a Person holding such titles, notwithstanding a
lack of such title or any other title) of each such controlling Person, to the
fullest extent permitted by applicable law, from and against any and all
losses, claims, damages, liabilities, costs (including, without
limitation, reasonable attorneys’ fees) and expenses (collectively,
“Losses”), as incurred, arising out of or relating to (1) any untrue or alleged
untrue statement of a material fact contained in a


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Registration
Statement, any Prospectus or any form of prospectus or in any amendment or
supplement thereto or in any preliminary prospectus, or arising out of or
relating to any omission or alleged omission of a material fact required to be
stated therein or necessary to make the statements therein (in the case of any
Prospectus or supplement thereto, in light of the circumstances under which
they were made) not misleading or (2) any violation or alleged violation by the
Company of the Securities Act, the Exchange Act or any state securities law, or
any rule or regulation thereunder, in connection with the performance of its
obligations under this Agreement, except to the extent, but only to the extent,
that (i) such untrue statements or omissions are based solely upon information
regarding such Holder furnished in writing to the Company by such Holder
expressly for use therein, or to the extent that such information relates to
such Holder or such Holder’s proposed method of distribution of Registrable
Securities and was reviewed and expressly approved in writing by such Holder
expressly for use in a Registration Statement, such Prospectus or in any
amendment or supplement thereto or (ii) in the case of an occurrence of an
event of the type specified in Section 3(d) (i)-(iv), the use by such Holder of
an outdated or defective Prospectus after the Company has notified such Holder
in writing that the Prospectus is outdated or defective and prior to the
receipt by such Holder of the Advice contemplated in Section 6(c). The Company
shall notify the Holders promptly of the institution, threat or assertion of
any Proceeding arising from or in connection with the transactions contemplated
by this Agreement of which the Company is aware.


                    (b)
Indemnification by Holders. Each Holder shall, severally and not
jointly, indemnify and hold harmless the Company, its directors, officers,
agents and employees, each Person who controls the Company (within the meaning
of Section 15 of the Securities Act and Section 20 of the Exchange Act), the
Placement Agent, and its affiliates, and the directors, officers, agents or
employees of such controlling Persons and the Placement Agent, to the fullest
extent permitted by applicable law, from and against all Losses, as incurred,
to the extent arising out of or based solely upon: (x) such Holder’s failure to
comply with the prospectus delivery requirements of the Securities Act or (y) any
untrue or alleged untrue statement of a material fact contained in any
Registration Statement, any Prospectus, or any form of prospectus, or in any
amendment or supplement thereto or in any preliminary prospectus, or arising
out of or relating to any omission or alleged omission of a material fact
required to be stated therein or necessary to make the statements therein not
misleading (i) to the extent, but only to the extent, that such untrue
statement or omission is contained in any information so furnished in writing
by such Holder to the Company specifically for inclusion in such Registration
Statement or such Prospectus or such form of prospectus, (ii) to the extent
that such information relates to such Holder’s proposed method of distribution
of Registrable Securities and was reviewed and expressly approved in writing by
such Holder expressly for use in a Registration Statement, such Prospectus or
in any amendment or supplement thereto or (iii) in the case of an occurrence of
an event of the type specified in Section 3(d) (i)-(iv), the use by such Holder
of an outdated or defective Prospectus after the Company has notified such
Holder in writing that the Prospectus is outdated or defective and prior to the
receipt by such Holder of the Advice contemplated in Section 6(c). In no event
shall the liability of any selling Holder hereunder be greater in amount than
the dollar amount of the net proceeds received by such Holder upon the sale of
the Registrable Securities giving rise to such indemnification obligation.


10





                    (c)
Conduct of Indemnification Proceedings. If any Proceeding shall be
brought or asserted against any Person entitled to indemnity hereunder (an “Indemnified
Party”), such Indemnified Party shall promptly notify the Person from whom
indemnity is sought (the “Indemnifying Party”) in writing, and the
Indemnifying Party shall have the right to assume the defense thereof,
including the employment of counsel reasonably satisfactory to the Indemnified
Party and the payment of all fees and expenses incurred in connection with
defense thereof; provided, that the failure of any Indemnified Party to give
such notice shall not relieve the Indemnifying Party of its obligations or
liabilities pursuant to this Agreement, except (and only) to the extent that it
shall be finally determined by a court of competent jurisdiction (which
determination is not subject to appeal or further review) that such failure
shall have prejudiced the Indemnifying Party.


          An
Indemnified Party shall have the right to employ separate counsel in any such
Proceeding and to participate in the defense thereof, but the fees and expenses
of such counsel shall be at the expense of such Indemnified Party or Parties
unless: (1) the Indemnifying Party has agreed in writing to pay such fees and
expenses; (2) the Indemnifying Party shall have failed promptly to assume the
defense of such Proceeding and to employ counsel reasonably satisfactory to
such Indemnified Party in any such Proceeding; or (3) the named parties to any
such Proceeding (including any impleaded parties) include both such Indemnified
Party and the Indemnifying Party, and counsel to the Indemnified Party shall
reasonably believe that a material conflict of interest is likely to exist if
the same counsel were to represent such Indemnified Party and the Indemnifying
Party (in which case, if such Indemnified Party notifies the Indemnifying Party
in writing that it elects to employ separate counsel at the expense of the
Indemnifying Party, the Indemnifying Party shall not have the right to assume
the defense thereof and the reasonable fees and expenses of no more than one
separate counsel shall be at the expense of the Indemnifying Party). The
Indemnifying Party shall not be liable for any settlement of any such
Proceeding effected without its written consent, which consent shall not be
unreasonably withheld or delayed. No Indemnifying Party shall, without the
prior written consent of the Indemnified Party, effect any settlement of any
pending Proceeding in respect of which any Indemnified Party is a party, unless
such settlement includes an unconditional release of such Indemnified Party
from all liability on claims that are the subject matter of such Proceeding.


          Subject
to the terms of this Agreement, all reasonable fees and expenses of the
Indemnified Party (including reasonable fees and expenses to the extent
incurred in connection with investigating or preparing to defend such
Proceeding in a manner not inconsistent with this Section) shall be paid to the
Indemnified Party, as incurred, within ten Trading Days of written notice
thereof to the Indemnifying Party; provided, that the Indemnified Party shall
promptly reimburse the Indemnifying Party for that portion of such fees and
expenses applicable to such actions for which such Indemnified Party is
judicially determined to be not entitled to indemnification hereunder.


          6.
Miscellaneous.


                    (a)
Remedies. In the event of a breach by the Company or by a Holder of any
of their respective obligations under this Agreement, each Holder or the
Company, as the case may be, in addition to being entitled to exercise all
rights granted by law and under this Agreement, including recovery of damages,
shall be entitled to specific performance of its rights under this


11





Agreement. The
Company and each Holder agree that monetary damages would not provide adequate
compensation for any losses incurred by reason of a breach by it of any of the
provisions of this Agreement and hereby further agrees that, in the event of
any action for specific performance in respect of such breach, it shall not
assert or shall waive the defense that a remedy at law would be adequate.


                    (b)
Compliance. Each Holder covenants and agrees that it will comply with
the prospectus delivery requirements of the Securities Act as applicable to it
in connection with sales of Registrable Securities pursuant to a Registration
Statement.


                    (c)
Discontinued Disposition. By its acquisition of Registrable Securities,
each Holder agrees that, upon receipt of a notice from the Company of the
occurrence of any event of the kind described in Section 3(d) (i) through (iv),
such Holder will forthwith discontinue disposition of such Registrable Securities
under a Registration Statement until it is advised in writing (the “Advice”)
by the Company that the use of the applicable Prospectus (as it may have been
supplemented or amended) may be resumed. The Company will use its reasonable
efforts to ensure that the use of the Prospectus may be resumed as promptly as
it practicable.


                    (d)
Amendments and Waivers. The provisions of this Agreement, including the
provisions of this sentence, may not be amended, modified or supplemented, and
waivers or consents to departures from the provisions hereof may not be given,
unless the same shall be in writing and signed by the Company and the Holders
of a majority of the then outstanding Registrable Securities (including, for
this purpose any Registrable Securities issuable upon exercise or conversion of
any Security). If a Registration Statement does not register all of the
Registrable Securities pursuant to a waiver or amendment done in compliance
with the previous sentence, then the number of Registrable Securities to be
registered for each Holder shall be reduced pro rata among all Holders and each
Holder shall have the right to designate which of its Registrable Securities
shall be omitted from such Registration Statement. Notwithstanding the foregoing,
a waiver or consent to depart from the provisions hereof with respect to a
matter that relates exclusively to the rights of a Holder or some Holders and
that does not directly or indirectly affect the rights of other Holders may be
given by such Holder or Holders of all of the Registrable Securities to which
such waiver or consent relates; provided, however, that the
provisions of this sentence may not be amended, modified, or supplemented
except in accordance with the provisions of the first sentence of this Section
6(d).


                    (e)
Notices. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be delivered as set forth
in the Securities Purchase Agreement.


                    (f)
Successors and Assigns. This Agreement shall inure to the benefit of and
be binding upon the successors and permitted assigns of each of the parties and
shall inure to the benefit of each Holder. The Company may not assign (except
by merger) its rights or obligations hereunder without the prior written
consent of all of the Holders of the then outstanding Registrable Securities.
Each Holder may assign their respective rights hereunder in the manner and to
the Persons as permitted under the Securities Purchase Agreement.


12





                    (g)
Execution and Counterparts. This Agreement may be executed in two or
more counterparts, all of which when taken together shall be considered one and
the same agreement and shall become effective when counterparts have been
signed by each party and delivered to the other party, it being understood that
both parties need not sign the same counterpart. In the event that any
signature is delivered by facsimile transmission or by e-mail delivery of a
“.pdf” format data file, such signature shall create a valid and binding
obligation of the party executing (or on whose behalf such signature is
executed) with the same force and effect as if such facsimile or “.pdf”
signature page were an original thereof.


                    (h)
Governing Law. All questions concerning the construction, validity,
enforcement and interpretation of this Agreement shall be determined in
accordance with the provisions of the Securities Purchase Agreement.


                    (i)
Cumulative Remedies. The remedies provided herein are cumulative and not
exclusive of any other remedies provided by law.


                    (j)
Severability. If any term, provision, covenant or restriction of this
Agreement is held by a court of competent jurisdiction to be invalid, illegal,
void or unenforceable, the remainder of the terms, provisions, covenants and
restrictions set forth herein shall remain in full force and effect and shall
in no way be affected, impaired or invalidated, and the parties hereto shall use
their commercially reasonable efforts to find and employ an alternative means
to achieve the same or substantially the same result as that contemplated by
such term, provision, covenant or restriction. It is hereby stipulated and
declared to be the intention of the parties that they would have executed the
remaining terms, provisions, covenants and restrictions without including any
of such that may be hereafter declared invalid, illegal, void or unenforceable.


                    (k)
Headings. The headings in this Agreement are for convenience only, do
not constitute a part of the Agreement and shall not be deemed to limit or
affect any of the provisions hereof.


                    (l)
Independent Nature of Holders’ Obligations and Rights. The obligations
of each Holder hereunder are several and not joint with the obligations of any
other Holder hereunder, and no Holder shall be responsible in any way for the
performance of the obligations of any other Holder hereunder. Nothing contained
herein or in any other agreement or document delivered at any closing, and no
action taken by any Holder pursuant hereto or thereto, shall be deemed to
constitute the Holders as a partnership, an association, a joint venture or any
other kind of entity, or create a presumption that the Holders are in any way
acting in concert with respect to such obligations or the transactions
contemplated by this Agreement. Each Holder shall be entitled to protect and
enforce its rights, including without limitation the rights arising out of this
Agreement, and it shall not be necessary for any other Holder to be joined as
an additional party in any proceeding for such purpose.


13





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


	
  

 	
  

 	
  

 
	
 IBIO, INC.

 	
  

 
	
  

 	
  

 
	
 By: 

 	
  

 	
  

 
	
  

 	

 


 	
  

 
	
 Name: Robert
 B. Kay

 
	
 Title: Chief
 Executive Officer

 



Facsimile
Number for Notices: 302/356-1173


[SIGNATURE PAGE OF HOLDERS FOLLOWS]





[SIGNATURE PAGE OF HOLDERS TO IBIO RRA]


Name of
Holder: __________________________


Signature of Authorized Signatory of Holder:
__________________________


Name of
Authorized Signatory: _________________________


Title of Authorized Signatory:
__________________________