Exhibit 10.1

Execution Version

Confidential

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

LICENSE AGREEMENT

THIS LICENSE AGREEMENT (this “ Agreement ”) dated as of December 6, 2017 (the “ Effective Date ”), is entered into between XOMA (US) LLC, a Delaware limited liability company, having an address of 2200 Powell Street, Suite 310, Emeryville, CA 94608 (“ XOMA ”), and ANTRIABIO, INC., a Delaware corporation, having an address of 1450 Infinite Drive, Louisville, CO 80027 (“ AntriaBio ”). Each of XOMA and AntriaBio may be referred to herein as a “ Party ”, or jointly as the “ Parties ”.

WHEREAS, XOMA owns or controls rights in and to its proprietary antibody known as XOMA 358, a fully human allosteric modulating monoclonal antibody that binds to insulin receptors and attenuates insulin action;

WHEREAS, AntriaBio is a clinical stage biopharmaceutical company specializing in the development of innovative drug therapies to improve the lives of patients with diabetes and metabolic diseases;

WHEREAS, AntriaBio desires to obtain an exclusive worldwide license to develop and commercialize products comprising or containing XOMA 358 and XOMA is willing to grant such license on the terms and conditions set forth herein; and

WHEREAS, the Parties have entered into that certain Common Stock Purchase Agreement of even date herewith relating to the issuance of AntriaBio common stock to XOMA;

NOW, THEREFORE, in consideration of the foregoing premises and the mutual covenants herein contained, the Parties agree as follows:

1.           DEFINITIONS

1.1         “ Affiliate ” means, with respect to any Person, any other Person which directly or indirectly controls, is controlled by, or is under common control with, such Person. A Person shall be regarded as in control of another Person if it owns, or directly or indirectly controls, more than fifty percent (50%) of the voting stock or other ownership interest of the other Person, or if it directly or indirectly possesses the power to direct or cause the direction of the management and policies of the other Person by any means whatsoever.

1.2         “ Annual Net Sales ” means cumulative Net Sales during a calendar year of Licensed Products.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

1.3         “ Antibody ” means XOMA’s proprietary monoclonal antibody known as XOMA 358, as more specifically described in Exhibit A.

1.4         “ AntriaBio Patents ” means any Patent that is owned or Controlled by AntriaBio as of the Effective Date or during the term of this Agreement that claims or covers the development, manufacture, use or sale of an AntriaBio Product, the PKI Portfolio or the Extended Release Technology, including those Patents set forth in Exhibit B, and any Patent arising therefrom.

1.5         “ AntriaBio Product ” means any product that (a) constitutes, incorporates or is based on AntriaBio’s product candidate known as AB101 or AntriaBio’s product candidate known as AB301, as each such product candidate may be modified, improved or combined with other products or components; (b) is part of or arises out of the use of the PKI Portfolio; or (c) incorporates or arises out of the use of the Extended Release Technology; provided that a Licensed Product will not be deemed to be an AntriaBio Product. For clarity, if AntriaBio sells, transfers, licenses or grants a covenant not to sue under some or all AntriaBio Patents or other Patents owned or Controlled by AntriaBio during the Term that claim or cover the development, manufacture, use or sale of any product described in the preceding sentence to a Third Party, such product shall nonetheless continue to be deemed to be an AntriaBio Product.

1.6         “ AntriaBio Product Royalty Term ” means, with respect to each AntriaBio Product in each country, the period commencing on the First Commercial Sale of such AntriaBio Product in such country and continuing until the later of twelve (12) years from such First Commercial Sale or for so long as such AntriaBio Product is being sold in such country, provided that solely with respect to sales of such AntriaBio Product by a licensee of AntriaBio, the AntriaBio Product Royalty Term for such AntriaBio Product in a country will terminate upon the termination of such licensee’s obligation to make payments to AntriaBio or its Affiliate based on sales (whether through a royalty, profit share or otherwise) of such AntriaBio Product in such country.

1.7         “ BLA ” means a Biologics License Application, as defined in the United States Public Health Service Act, as amended, and the regulations promulgated thereunder, as filed with the FDA or any comparable application filed with the Regulatory Authority of a country, group of countries or territory other than the United States to obtain approval to market a Product in such country, group of countries or territory.

1.8         “ Confidential Information ” means, with respect to a Party (“ Disclosing Party ”), all information of any kind whatsoever, and all tangible and intangible embodiments thereof of any kind whatsoever, which is or was disclosed by or on behalf of such Party to the other Party (“ Recipient ”) in connection with this Agreement or the Confidentiality Agreement. Notwithstanding the foregoing, Confidential Information of a Party shall not include information which Recipient can establish by written documentation: (a) to have been publicly known prior to disclosure of such information by Disclosing Party to Recipient, (b) to have become publicly known, without fault on the part of Recipient, subsequent to disclosure of such information by Disclosing Party to Recipient, (c) to have been received by Recipient at any time from a source, other than Disclosing Party, rightfully having possession of and the right to disclose such information without restriction, (d) to have been otherwise known by Recipient prior to disclosure of such information by Disclosing Party to Recipient or (e) to have been independently developed by employees or agents of Recipient without access to or use of such information disclosed by Disclosing Party to Recipient.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

1.9         “ Confidentiality Agreement ” means the Mutual Confidentiality Agreement between the Parties dated September 22, 2017.

1.10       “ Control ”, “ Controls ” or “ Controlled ” means, with respect to any know-how, patents, proprietary information or trade secrets, or other intellectual property rights (collectively, “ Rights ”), the legal authority or right (whether by ownership, license or otherwise) of a Party to grant a license or a sublicense of or under such Rights to the other Party, or to otherwise disclose such proprietary information or trade secrets to the other Party, without breaching the terms of any agreement with a Third Party, misappropriating the proprietary information or trade secrets of a Third Party, or being required to make a payment to a Third Party.

1.11       “ Develop ” or “ Development ” means all development activities for the Antibody or a Product that are directed to obtaining Regulatory Approval(s) of a Product, including: all non-clinical, preclinical and clinical activities, testing and studies of such Antibody or Product (including translational research); manufacturing development, process and formulation development; toxicology, pharmacokinetic, pharmacodynamic, drug-drug interaction, safety, tolerability and pharmacological studies; manufacturing and distribution of such Antibody or Product for use in clinical trials (including placebos and comparators); statistical analyses; assay development; instrument design and development; protocol design and development; quality assurance and control; report writing; and the preparation, filing and prosecution of any MAA for such Product; development activities directed to label expansion and/or obtaining Regulatory Approval for one or more additional indications or patient populations following initial Regulatory Approval; development activities conducted after receipt of Regulatory Approval which were a condition for the receipt of such Regulatory Approval; and all regulatory activities related to any of the foregoing.

1.12       “ Diligent Efforts ” means the use of reasonable, diligent, good faith efforts and resources, in an active and ongoing program, as would be used by a prudent pharmaceutical or biotechnology company for a product discovered or identified internally by such company, which product is at a similar stage of research, development or commercialization, taking into account relevant factors including, without limitation, measures of patent coverage, relative safety and efficacy, product profile and the competitiveness of the marketplace. “Diligent Efforts” shall require that AntriaBio (on its own and/or acting through any of its Affiliates, (sub)licensees or subcontractors), at a minimum: (a) [*]; (b) [*]; and (c) [*].

1.13       “ EMA ” means the European Medicines Agency or any successor agency thereto.

1.14       “ Equity Financing ” means sales of AntriaBio common or preferred stock to a Third Party, excluding any debt financing.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

1.15       “ Extended Release Technology ” means AntriaBio’s technology for developing extended release drug therapies, including through the use of pegylation, microspheres and/or hydrophobic ion pairing.

1.16       “ FDA ” means the United States Food and Drug Administration or any successor agency thereto.

1.17       “ FD&C Act ” means the United States Federal Food, Drug, and Cosmetic Act (21 U.S.C. § 301 et seq.), as amended, and the rules and regulations promulgated thereunder.

1.18       “ First Commercial Sale ” means, with respect to a Product in any country, the first sale for end use or consumption by the general public of such Product in such country after marketing approval for such Product has been granted in such country. First Commercial Sale excludes any sale or other distribution of a Product for use in a clinical trial or other development activity, promotional use (including samples) prior to marketing approval or for compassionate use or on a named patient basis.

1.19       “ Interim Financing ” means a financing event (including, but not limited to, an equity financing, debt financing or the receipt of funds resulting from licensing an AntriaBio Product) occurring prior to a Qualified Financing resulting in gross cash proceeds to AntriaBio of less than Twenty Million Dollars ($20,000,000).

1.20       “ IND ” means an Investigational New Drug Application, as defined in the FD&C Act, that is required to be filed with the FDA before beginning clinical testing of a Product in human subjects, or an equivalent foreign filing.

1.21       “ Know-How ” means all information and data that is not generally known, including information and data regarding formulae, procedures, protocols, techniques, pharmacological, toxicological and clinical data and results and other results of experimentation and testing, and all rights therein and thereto.

1.22       “ Licensed Know-How ” means all Know-How which is Controlled by XOMA as of the Effective Date and which is necessary or specifically useful for AntriaBio and its Affiliates and sublicensees to use, develop, sell, or seek regulatory approval to market or otherwise exploit the Antibody. Licensed Know-How specifically excludes any Know-How that is owned or licensed by any acquiror or merger partner of XOMA or any of its Affiliates.

1.23       “ Licensed Patents ” means the Patents listed on Exhibit C and all Patents issuing therefrom.

1.24       “ Licensed Product ” means any product that constitutes or contains the Antibody or an unmutated fragment thereof.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

1.25       “ Licensed Product Royalty Term ” means, with respect to each Licensed Product in each country, the later of (a) the expiration of the last to expire Valid Claim in such country that would be infringed, or if such Valid Claim is a pending patent application, would be infringed if such application were to issue with the claims as then being prosecuted, but for the license granted by this Agreement, or (b) twelve (12) years from the date of the First Commercial Sale of such Licensed Product in such country.

1.26       “ Licensed Technology ” means, collectively, the Licensed Patents and the Licensed Know-How.

1.27       “ MAA ” means a marketing approval application, BLA, new drug application or product license application or its equivalent filed with and accepted by a Regulatory Authority after completion of human clinical trials to obtain marketing approval for a Product.

1.28       “ Net Sales ” means, with respect to any Product, the invoiced sales price of such Product billed by AntriaBio, its Affiliates and (sub)licensees to independent Third Party customers, less (a) credits, allowances, discounts and rebates to, and chargebacks from the account of, such independent customers for spoiled, damaged, out-dated, rejected or returned Product; (b) actual freight and insurance costs incurred in transporting such Product to such customers; (c) cash, quantity and trade discounts and other price reductions; (d) sales, use, value-added and other direct taxes incurred; and (e) customs duties, surcharges and other governmental charges incurred in connection with the exportation or importation of such Product. Product provided without charge in connection with research and development, clinical trials, compassionate use, humanitarian and charitable donations, indigent programs or for use as samples will be excluded from the computation of Net Sales.

1.29       “ Option Product ” means a fragment of a monoclonal antibody listed on Exhibit D.

1.30       “ Patent ” means (a) all patents and patent applications in any country or supranational jurisdiction in the Territory, (b) any substitutions, divisionals, continuations, continuations-in-part, provisional applications, reissues, renewals, registrations, confirmations, re-examinations, extensions, supplementary protection certificates and the like of any such patents or patent applications, and (c) foreign counterparts of any of the foregoing.

1.31       “ Pediatric Priority Review Voucher ” means a priority review voucher awarded by the FDA to the sponsor of a rare pediatric disease product application pursuant to Section 529 of the FD&C Act, as amended, or an equivalent voucher under a superseding law.

1.32       “ Person ” means an individual, corporation, partnership, limited liability company, trust, business trust, association, joint stock company, joint venture, pool, syndicate, sole proprietorship, unincorporated organization, governmental authority or any other form of entity not specifically listed herein.

1.33       “ PKI Portfolio ” means AntriaBio’s oral plasma kallikrein inhibitor portfolio.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

1.34       “ Phase 2 Clinical Trial ” means (a) a trial that would satisfy the requirements for a Phase 2 study as defined in 21 C.F.R. § 312.21(b), or (b) a Phase 2 study as defined in the ICH E8 Guideline (or, in either case, any amended or successor regulation or guideline).

1.35       “ Phase 2 Repeat Dose Study ” means a Phase 2 Clinical Trial sponsored by AntriaBio or one of its Affiliates or sublicensees in which patients receive multiple doses of a Licensed Product.

1.36       “ Phase 3 Clinical Trial ” means (a) a trial that would satisfy the requirements for a Phase 3 study as defined in 21 C.F.R. § 312.21(c), or (b) a Phase 3 study as defined in the ICH E8 Guideline (or, in either case, any amended or successor regulation or guideline). A Phase 2/3 clinical trial shall be deemed to be a Phase 3 Clinical Trial upon the date that such Phase 2/3 clinical trial first satisfies the criteria set forth in clause (b) of this definition.

1.37       “ Product ” means a Licensed Product or an AntriaBio Product, as applicable.

1.38       “ Product Data/Filing ” means (i) any clinical protocol, study, clinical data or result used in or resulting from any clinical trial of the Antibody or Licensed Product or (ii) any IND, MAA, Regulatory Approval or other regulatory filing regarding the Antibody or a Licensed Product.

1.39       “ Prosecute and Maintain ” or “ Prosecution and Maintenance ”, with respect to a particular Patent, means all activities associated with the preparation, filing, prosecution and maintenance of such Patent, together with the conduct of interferences, derivation proceedings, inter partes review, post-grant review, the defense of oppositions and other similar proceedings with respect to such Patent. For clarity, Prosecution and Maintenance shall include any activities associated with claims, including as a counterclaim or declaratory judgment action, of unpatentability, invalidity or unenforceability of such Patent that are brought by a Third Party in connection with an infringement proceeding.

1.40       “ Qualified Financing ” means a financing event (including, but not limited to, an equity financing, debt financing or the receipt of funds resulting from licensing an AntriaBio Product) resulting in aggregate gross cash proceeds to AntriaBio of at least Twenty Million Dollars ($20,000,000).

1.41       “ Regulatory Approval ” means any technical, medical and scientific license, registration, authorization or approval (including, without limitation, any approval of a BLA, supplement or amendment, pre- and post- approval, pricing approval, or labeling approval) of any national, supra-national, regional, state or local regulatory agency, department, bureau, commission, council or other governmental entity, necessary for the commercial manufacture, distribution, marketing, promotion, offer for sale, use, import, export and sale of a Product in a regulatory jurisdiction.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

1.42       “ Regulatory Authority ” means any national, regional, state or local regulatory agency, department, bureau, commission, council or other governmental entity in each country of the world involved in the granting of Regulatory Approval for the Product.

1.43       “ Right of Reference ” means a “Right of Reference,” as that term is defined in 21 C.F.R. § 314.3(b) and any comparable right existing under the laws or regulations of any foreign country.

1.44       “ Stock Agreement ” means that certain Common Stock Purchase Agreement between the Parties of even date herewith.

1.45       “ Sublicense Fees ” means all upfront license consideration and other unconditional amounts received by AntriaBio or any of its Affiliates in connection with a grant of a sublicense hereunder, including the fair market value of any equity or other assets provided by or on behalf of the sublicensee in connection therewith. Any payment that is due solely with the passage of time (and without regard to whether the applicable agreement can be terminated in the interim) shall be deemed to be “unconditional”.

1.46       “ Territory ” means the entire world.

1.47       “ Third Party ” means any Person other than XOMA, AntriaBio and their respective Affiliates.

1.48       “ Valid Claim ” means either (a) a claim of an issued and unexpired patent within the Licensed Patent Rights, which has not been held permanently revoked, unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed within the time allowed for appeal, and which has not been admitted to be invalid or unenforceable through reissue or disclaimer or otherwise; or (b) a claim of a pending patent application within the Licensed Patent Rights, provided that if such claim shall not have issued within [*] years after the earliest filing date from which such claim takes priority, such claim shall not constitute a Valid Claim for the purposes of this Agreement unless and until such claim issues.

1.49       “ Voucher Payment ” means any consideration of any kind (including the fair market value of any non-cash consideration) received by AntriaBio or any of its Affiliates from a Third Party in connection with the monetization of a Pediatric Priority Review Voucher awarded to AntriaBio or any of its Affiliates or sublicensees for a Licensed Product.

1.50       “ XMet Patents ” means the Patents listed on Exhibit E and all Patents issuing therefrom. For clarity, the XMet Patents include the Licensed Patents.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

2.           PRODUCT DEVELOPMENT AND COMMERCIALIZATION

2.1         Diligence.

2.1.1       AntriaBio shall use Diligent Efforts to research, Develop and commercialize Licensed Products and AntriaBio Products in the United States and Europe. The efforts of AntriaBio’s Affiliates and (sub)licensees shall be treated as the efforts of AntriaBio when evaluating AntriaBio’s compliance with the foregoing diligence obligations. Without limiting the generality of the foregoing, AntriaBio will be solely responsible for conducting all necessary studies, including safety studies and clinical trials that are necessary in connection with seeking Regulatory Approvals to market the Products in the Territory, at AntriaBio’s cost.

2.1.2       The Parties have agreed that the financial consideration to be paid to XOMA in exchange for the rights granted and materials transferred hereunder will be largely deferred until such time as AntriaBio has substantially advanced the Development of the Antibody and Licensed Products and commenced commercialization of Licensed Products, such that XOMA is reliant on AntriaBio’s diligent Development of the Antibody and Licensed Products and commercialization of the Licensed Products to fully receive the benefit of its bargain. Further, AntriaBio acknowledges that the diligent conduct of such Development requires the commitment by AntriaBio of an appropriate level of funding directed to such Development. Accordingly, and without limiting the generality of Section 2.1.1, (a) AntriaBio (together with its Affiliates and sublicensees) shall expend (i) [*] per calendar year (pro rated for partial years) [*] on the Development of the Antibody and Licensed Products until [*] and (ii) [*] per calendar year (pro rated for partial years) [*] on the Development of the Antibody and Licensed Products until such time as the first BLA for a Licensed Product is accepted by the FDA; (b) AntriaBio shall use Diligent Efforts, itself or through an Affiliate or sublicensee, to dose the first patient in the Phase 2 Repeat Dose Study by [*]; and (c) Antriabio shall, without reference to Diligent Efforts, prior to [*], (i) [*], (ii) [*] and (iii) [*].

2.1.3       The obligations set forth in this Section 2.1 are material obligations of AntriaBio and any failure to fulfill such obligations shall be a material breach of this Agreement.

2.2          Reporting . AntriaBio shall provide XOMA with written reports detailing the activities of AntriaBio, its Affiliates and sublicensees with respect to the research and Development of and pre-commercial launch activities for Products in the Territory, both as to activities conducted during the prior period and planned activities, in sufficient depth to enable XOMA to reasonably assess AntriaBio’s compliance with its diligence obligations hereunder. Such reports shall also include the Development funding expended by AntriaBio in accordance with Section 2.1.2 and the status of AntriaBio’s efforts to obtain and monetize a Pediatric Review Voucher in accordance with Section 4.8. AntriaBio shall present such report to XOMA in conjunction with a meeting (either in person or by videoconference, as the Parties may agree) with AntriaBio’s personnel responsible for the conduct of such Development (and, if applicable, pre-commercial launch activities) which personnel shall include at least one AntriaBio representative responsible for such Development (and, if applicable, pre-commercial launch activities) at a level of vice president or higher. Such reports shall be made on a calendar quarter basis (within thirty (30) days following the end of each calendar quarter) until such time as AntriaBio has paid the milestone payment set forth in Section 4.3(a) and on a calendar year basis thereafter (within thirty (30) days following the end of each calendar quarter), provided that AntriaBio’s obligations under this Section with respect to Licensed Products in the United States or Europe, as applicable, shall terminate when the First Commercial Sale of a Licensed Product occurs in such territory and AntriaBio’s obligations under this Section with respect to AntriaBio Products shall terminate when the First Commercial Sale of an AntriaBio Product occurs.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

2.3          Data Sharing and Technology Transfer .

2.3.1       XOMA shall promptly following January 1, 2018, and in any event by March 1, 2018, disclose to and share with, or cause to be disclosed to and shared with, AntriaBio, all Product Data/Filings and any other technical data Controlled by XOMA and its Affiliates in connection with and specifically relating to the development of the Antibody. AntriaBio and its Affiliates and sublicensees shall have the right to use, without additional payment, any and all such Product Data/Filings or other clinical data provided to support any regulatory filings for the Products in accordance with the terms of this Agreement. AntriaBio shall reimburse XOMA for its reasonable, documented out-of-pocket costs incurred in connection with such activities.

2.3.2       XOMA hereby grants to AntriaBio and its Affiliates a Right of Reference to any Product Data/Filing to be provided or disclosed by XOMA or its Affiliate or licensee pursuant to Section 2.3.1 for use in regulatory filings for the Product by AntriaBio and its Affiliates. AntriaBio may sublicense the Right of Reference set forth in this Section 2.3.2 to its sublicensees of the Licensed Products.

2.3.3       XOMA shall promptly following January 1, 2018, and in any event by March 1, 2018, conduct a technology transfer of all Licensed Know-How in XOMA’s possession and control, and will cooperate with AntriaBio’s reasonable requests for assistance until the first anniversary of the Effective Date with respect to Licensed Know-How to enable AntriaBio to fulfill its rights and obligations under this Agreement. AntriaBio shall reimburse XOMA for its reasonable, documented out-of-pocket costs incurred in connection with such activities.

2.3.4       XOMA shall promptly following January 1, 2018, and in any event by March 1, 2018, after the Effective Date, deliver to AntriaBio certain clinical materials related to the Antibody, as described in Exhibit F, for use by AntriaBio in connection with its initial Development activities for the Antibody, including clinical studies. AntriaBio acknowledges that such materials are provided “as is” and without any representation or warranty by XOMA as to their suitability or usability for AntriaBio’s development activities or any other purpose. AntriaBio shall reimburse XOMA for its reasonable, documented out-of-pocket costs incurred in connection with such activities.

2.3.5       Within sixty (60) days following the Effective Date, AntriaBio shall identify to XOMA in writing those contracts between XOMA and its Third Party vendors that relate solely to the Antibody and Licensed Products which AntriaBio desires to be assigned to AntriaBio. XOMA shall promptly, and in any event with ninety (90) days after its receipt of such request from XOMA, assign to AntriaBio each such contract if and to the extent such assignment is permitted by the terms of such contract. Where such a contract requires the consent of the counterparty for such assignment, XOMA shall use reasonable efforts to obtain such consent.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

2.4          Regulatory Approvals and Regulatory Reporting . AntriaBio will be solely responsible for the preparation and filing of the Regulatory Approvals for the Licensed Products with the applicable Regulatory Authorities in the Territory. AntriaBio shall prepare and file the Regulatory Approval Applications for the Products with the Regulatory Authorities in its name and at its cost. AntriaBio shall file, in its own name and at its own expense, all other applications for any approvals required for any clinical study or other study or action necessary or desirable to obtain such Regulatory Approval. AntriaBio shall have the sole responsibility for communicating with any Regulatory Authority regarding any MAA or any Regulatory Approval for the Licensed Products once granted or any such other applications. AntriaBio shall be responsible for filing, at its own expense, all reports required to be filed in order to maintain any Regulatory Approvals granted for the Licensed Products.

2.5          Product Labeling . AntriaBio shall be solely responsible for the administrative aspects of preparing, updating and maintaining product labeling in connection with commercialization of the Licensed Products. Such labeling may include but is not limited to text and graphical contents of printed labels and labeling components, including but not necessarily limited to healthcare professional leaflets or inserts, patient leaflets or inserts, and cartons.

2.6          Commercialization Efforts . Marketing, distribution and sale of the Products in the Territory shall be the sole responsibility of AntriaBio, which shall have the sole right and discretion to make all decisions relating thereto. AntriaBio shall use Diligent Efforts to launch each Product in each country in the Territory promptly following the Regulatory Approval therefor in the applicable country. Following launch of a Product in a country, AntriaBio shall use Diligent Efforts to market and sell such Product in such country. The efforts of AntriaBio’s Affiliates and sublicensees shall be treated as the efforts of AntriaBio when evaluating AntriaBio’s compliance with the foregoing diligence obligations.

2.7          Compliance . AntriaBio, its Affiliates and its sublicensees shall comply with all applicable rules, laws and regulations in connection with their performance under this Agreement.

3.           LICENSE AND OPTION GRANTS

3.1          License Grant . Subject to the terms and conditions of this Agreement, XOMA hereby grants to AntriaBio an exclusive license under the Licensed Technology solely to research, Develop, make, have made, use, offer for sale, sell, have sold, import and otherwise exploit Licensed Products in the Territory.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

3.2          Sublicenses .

3.2.1       Until such time as [*] occurs, AntriaBio shall have the right to grant sublicenses under the license granted in Section 3.1, including to its Affiliates, only with XOMA’s prior written consent.

3.2.2       Following AntriaBio’s achievement of [*], (a) AntriaBio may grant sublicenses under the license granted in Section 3.1 to its Affiliates, subject to Section 12.14, and (b) AntriaBio may grant sublicenses under the license in Section 3.1 to one or more Third Parties.

3.2.3       AntriaBio shall provide XOMA with written notice of each such sublicense within thirty (30) days of granting such sublicense and shall ensure that each such sublicense agreement is consistent with the terms and conditions of this Agreement. AntriaBio shall, within thirty (30) days after granting any sublicense to a Third Party, provide XOMA with a true, complete and legible copy of such sublicense agreement, provided that AntriaBio may redact from such agreement any financial terms that are unrelated to this Agreement.

3.2.4       AntriaBio shall remain directly responsible to XOMA for each of its sublicensees’ compliance with this Agreement.

3.2.5       XOMA’s consent will not be required for a sublicense to a subcontractor of AntriaBio, its Affiliates or its sublicensees where such sublicense is solely for the purposes of performing services relating to the Antibody or Licensed Products on behalf of AntriaBio, its Affiliates or sublicensees, provided that AntriaBio shall remain directly responsible to XOMA for each such subcontractor’s compliance with this Agreement.

3.3          Retained Rights . XOMA retains the right to practice the Licensed Technology Rights in the Territory (a) to fulfill its rights and obligations under this Agreement, and (b) outside the scope of the licenses granted to AntriaBio in Section 3.1, including to develop and commercialize in the Territory any product that is not an Antibody or Licensed Product.

3.4          Negative Covenant; No Implied License; Reservation of Rights . AntriaBio covenants that it shall not, and it shall not permit any of its Affiliates or sublicensees to, use or practice any Licensed Technology outside the scope of the licenses granted to it under Section 3.1 above. Except as expressly set forth herein, neither Party shall acquire any license or other intellectual property interest, by implication or otherwise, under any trademarks, patents or patent applications owned or Controlled by the other Party. Each Party reserves all rights in and to its Patents, Know-How, trademarks and other intellectual property except as expressly granted under this Agreement.

3.5          Option . XOMA hereby grants to AntriaBio an exclusive option to acquire an exclusive license to a single Option Product, selected by AntriaBio, on equivalent terms and conditions and the same royalties and milestone payments as set forth herein, provided that in addition to such payments AntriaBio shall pay to XOMA: (a) a [*] option exercise fee, (b) a [*] payment on the [*], and (c) a [*] payment on the [*]. AntriaBio may exercise such option at anytime prior to June 1, 2019 by providing XOMA with written notice of such exercise prior to such date specifying the Option Product selected by AntriaBio and accompanied by the option exercise fee. Following AntriaBio’s exercise of such option for an Option Product, XOMA shall have no further obligations to AntriaBio with respect to any other Option Product. If AntriaBio does not exercise such option by June 1, 2019, then XOMA shall have no further obligations to AntriaBio with respect to any Option Product. In addition, following AntriaBio’s exercise of its option with respect to an Option Product, XOMA shall have no further obligations to AntriaBio with respect to the Option Products not selected by AntriaBio in its exercise notice.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

4.           CONSIDERATION

4.1          Stock Issuance . AntriaBio shall issue its common stock to XOMA as set forth in the Stock Agreement.

4.2          Royalties . In consideration for the license granted to AntriaBio herein, during the Licensed Product Royalty Term, AntriaBio shall pay royalties to XOMA on Net Sales of Products by AntriaBio, its Affiliates and (sub)licensees in the Territory as follows:

4.2.1        Licensed Products .

Solely with respect to the United States, if the manufacture, use or sale of a Licensed Product in the United States is not covered by a Valid Claim, then the royalty rates above shall be decreased by [*] until such time, if any, as such Licensed Product is covered by a Valid Claim.

4.2.2        AntriaBio Products . AntriaBio will pay XOMA a royalty of [*] on all Net Sales of AntriaBio Products during the AntriaBio Product Royalty Term. For clarity, this Section 4.2.2 will not survive termination of this Agreement.

4.2.3        Combination Products . If a Product is sold in a combination product with other active components, Net Sales, for purposes of royalty payments on the combination product in a country, shall be calculated by multiplying the Net Sales of that combination product by the fraction A/A+B, where A is the invoice price of the Product sold separately in such country and B is the invoice price of the other active components in such combination product in such country. If no such separate sales are made by AntriaBio, its Affiliates or (sub)licensees, Net Sales for royalty determination shall be calculated by multiplying Net Sales of the combination by the fraction C/(C+D), where C is the fully allocated cost of the Product in such country and D is the fully allocated cost of such other active components in such country.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

4.2.4        Third Party Royalties . If AntriaBio, its Affiliates or sublicensees are required to pay royalties to any Third Party for a license to a patent claiming the composition of matter of the Antibody in order to exercise its rights hereunder to develop, make, use, offer for sale, sell or import any Licensed Product, then AntriaBio shall have the right to credit [*] of such Third Party royalty payments against the royalties owing to XOMA under Section 4.2.1 above with respect to sales of such Licensed Product; provided, however, that AntriaBio shall not reduce the amount of the royalties paid to XOMA under Section 4.2.1 above with respect to sales of such Licensed Product by more than [*].

4.2.5        Reporting and Payment . AntriaBio will pay the royalties set forth above on a calendar quarter basis. Within forty-five (45) days after the end of each calendar quarter following the First Commercial Sale of the first Product, AntriaBio shall deliver to XOMA a report containing the following information for the prior calendar quarter on a Product-by-Product and country-by-country basis: (a) the gross sales associated with each Product sold by AntriaBio, its Affiliates and (sub)licensees; (b) a calculation of Net Sales of each Products that are sold by AntriaBio, its Affiliates and (sub)licensees; and (c) a calculation of payments due to XOMA with respect to the foregoing. Concurrently with these reports, AntriaBio shall remit to XOMA any payment due for the applicable calendar quarter. If no royalties are due to XOMA for such reporting period, the report shall so state. The method of payment shall be by check or wire transfer to an address or account specified in writing by XOMA.

4.3          Milestone Payments . As additional consideration for the license granted to AntriaBio under this Agreement, AntriaBio shall pay XOMA the following milestone payments upon the first occurrence of each milestone event set forth below:

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Each milestone payment owing by AntriaBio to XOMA pursuant to this Section 4.3 shall be payable by AntriaBio within thirty (30) days following the first achievement of the corresponding milestone event. For the avoidance of doubt, each milestone payment is only payable once, regardless of the number of times such milestone may be achieved by AntriaBio, its Affiliates and sublicensees. Upon the achievement of any milestone under this Section 4.3, payments for any prior milestones which have not been paid by AntriaBio shall be paid simultaneously with the payment for such milestone (whether or not such prior milestone had actually been achieved), provided that either (i) both the milestone payments set forth in subsections (b) and (c) shall be paid or (ii) the milestone payment set forth in subsection (d) above shall be paid, but not both.

4.4          Sublicense Fees . As additional consideration for the license granted to AntriaBio under this Agreement, AntriaBio shall pay XOMA [*] of the Sublicense Fees received in connection with any sublicense under the license rights set forth in Section 3.1 granted prior to the earlier to occur of: (a) [*] paid to XOMA by AntriaBio [*]; (b) [*]; (c) [*]. Subsequent to the occurrence of one of the foregoing events, AntriaBio shall pay XOMA [*] of the Sublicense Fees received in connection with any sublicense under the license rights set forth in Section 3.1 granted prior to the First Commercial Sale of a Licensed Product.

4.5         Interim Financing Payment . If any Interim Financing, then within five (5) days following such closing, AntriaBio shall notify XOMA of such financing in writing, including the gross proceeds of such financing. Concurrently with such closing, AntriaBio shall issue to XOMA the shares and/or securities described in Section 1.3 of the Stock Agreement. Within fifteen (15) days following such closing, AntriaBio shall pay to XOMA [*] of the gross cash proceeds of such Interim Financing. Any cash amounts paid to XOMA pursuant to this Section 4.5 shall be offset against cash amounts to be paid to XOMA pursuant to Section 4.6. Any securities issued to XOMA pursuant to this Section 4.5 shall be subject to Section 1.4 of the Stock Agreement.

4.6          Qualified Financing . Concurrently with the closing of the Qualified Financing, AntriaBio shall issue to XOMA the shares and/or securities set forth in Section 1.4 of the Stock Agreement. Within fifteen (15) days following the closing of the Qualified Financing, AntriaBio shall pay XOMA the greater of (a) [*] of the net proceeds from the Qualified Financing and (b) Six Million Dollars ($6,000,000).

4.7          Delays in Qualified Financing .

4.7.1       If the Qualified Financing has not closed before [*], then AntriaBio will pay XOMA [*] within fifteen (15) days following such date.

4.7.2       If the Qualified Financing has not closed before April 1, 2019, then AntriaBio shall issue XOMA the additional shares as set forth in the Stock Agreement.

4.7.3       If the Qualified Financing has not closed before March 31, 2020, then AntriaBio shall pay XOMA Fifteen Million Dollars ($15,000,000) within fifteen (15) days following such date.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

4.8          Voucher Payment Sharing .

4.8.1       The Parties shall share any Voucher Payment received with respect to a Licensed Product in the following percentages: [*] for AntriaBio and [*] for XOMA. No Voucher Payment shall be included the Net Sales of the Licensed Product for which royalties are due under Section 4.2.

4.8.2       AntriaBio shall give notice to XOMA within fifteen (15) days following receipt of any Voucher Payment accompanied by XOMA’s share of such Voucher Payment in accordance with Section 4.7.1. Such notice shall contain the total amount received by AntriaBio in consideration of such Pediatric Priority Review Voucher and a copy of any statement received by AntriaBio from the Third Party to calculate the Voucher Payment paid to AntriaBio.

4.8.3       AntriaBio shall not, and shall ensure that its Affiliates and sublicensees do not, monetize any Pediatric Priority Review Voucher for a Licensed Product except pursuant to a bona fide, arms-length, fair market value transaction, except as XOMA may expressly agree in writing.

4.9          Board Seat . XOMA shall have the right, but not the obligation, to appoint a representative (who shall be XOMA’s CEO) to AntriaBio’s board of directors. AntriaBio’s board of directors shall appoint XOMA’s nominee immediately upon such nominee completing AntriaBio’s standard form of directors and officers questionnaire and will include such nominee in the proxy statement for AntriaBio’s next annual meeting.

5.           FINANCIAL REPORTS AND AUDITS

5.1          Financial Reports . During the term of this Agreement following the First Commercial Sale of a Product, AntriaBio shall furnish to XOMA quarterly written reports showing in reasonably specific detail the calculation of royalties owing for the reporting period in accordance with Section 4.2. Such reports shall also show the calculation of any payment due to XOMA with respect to any Sublicense Fees received by AntriaBio during the reporting period. With respect to sales of Products invoiced in United States dollars, all amounts shall be expressed in United States dollars. With respect to sales of Products invoiced in a currency other than United States dollars, all amounts shall be expressed in the domestic currency of the party making the sale together with the United States dollar equivalent. The United States dollar equivalent shall be calculated using the average of the exchange rate (local currency per US$1) published in The Wall Street Journal, Western Edition, under the heading “Currency Trading” on the last business day of each month during the applicable calendar year. AntriaBio shall keep complete and accurate records in sufficient detail to enable the royalties and other payments payable hereunder to be determined.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

5.2          Audits .

5.2.1       Upon the written request of XOMA and not more than [*] in each calendar year, AntriaBio shall permit an independent certified public accounting firm of nationally recognized standing selected by XOMA and reasonably acceptable to AntriaBio, at XOMA’s expense, to have access during normal business hours to such of the records of AntriaBio as may be reasonably necessary to verify the accuracy of AntriaBio’s financial reports under Sections 4.2, 4.8 and 5.2 and Development funding reports under Section for 2.2 for any year ending not more than [*] prior to the date of such request.

5.2.2       If such accounting firm concludes that additional payments were owed during such period, AntriaBio shall make such additional payments within thirty (30) days of the date XOMA delivers to AntriaBio such accounting firm’s written report so concluding. The fees charged by such accounting firm shall be paid by XOMA; provided, if the audit determines that the amounts payable by AntriaBio for the audited period are more than [*] of the amounts actually paid for such period, then AntriaBio shall pay the reasonable fees and expenses charged by such accounting firm.

5.2.3       XOMA shall treat all financial information subject to review under this Section 5 as confidential, and shall cause its accounting firm to retain all such financial information in confidence under Section 8 below.

6.           PAYMENTS

6.1            Payment Terms . Royalties and payments based on Sublicense Fees that have accrued by each royalty report provided for under Section 5.1 above shall be due on the date such royalty report is due. Payment in whole or in part may be made in advance of such due date.

6.2         Withholding Taxes . AntriaBio shall be entitled to deduct the amount of any withholding taxes, value-added taxes or other taxes, levies or charges with respect to such amounts, other than United States taxes, payable by AntriaBio, its Affiliates or sublicensees, or any taxes required to be withheld by AntriaBio, its Affiliates or sublicensees, to the extent AntriaBio, its Affiliates or sublicensees pay to the appropriate governmental authority on behalf of XOMA such taxes, levies or charges. AntriaBio shall use reasonable efforts to minimize any such taxes, levies or charges required to be withheld on behalf of XOMA by AntriaBio, its Affiliates or sublicensees. AntriaBio promptly shall deliver to XOMA proof of payment of all such taxes, levies and other charges, together with copies of all communications from or with such governmental authority with respect thereto.

6.3          Late Payments. Any amount owed by AntriaBio to XOMA under this Agreement that is not paid on or before the date such payment is due shall bear interest at a rate per annum equal to the [*] of (a) the [*] rate in effect on the date that payment was due, as published by [*] after such payment is due, [*], or (b) the [*], in either case calculated on the number of days such payments are paid after such payments are due and compounded monthly

7.           REPRESENTATIONS AND WARRANTIES

7.1          Mutual Representations and Warranties . Each Party hereby represents and warrants to the other Party as follows as of the Effective Date:

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

7.1.1        Corporate Existence . Such Party is a company duly organized, validly existing and in good standing under the laws of the state in which it is incorporated.

7.1.2        Authorization and Enforcement of Obligations . Such Party (a) has the organizational power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder, and (b) has taken all necessary corporate action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against such Party in accordance with its terms.

7.1.3        No Consents . All necessary consents, approvals and authorizations of all governmental authorities and other Persons required to be obtained by such Party in connection with this Agreement have been obtained.

7.1.4        No Conflict . The execution and delivery of this Agreement and the performance of such Party’s obligations hereunder (a) do not conflict with or violate any requirement of applicable laws or regulations, and (b) do not conflict with, or constitute a default under, any contractual obligation of it.

7.2          XOMA Representations . XOMA represents and warrants:

7.2.1       XOMA has full right and title to the Licensed Technology free and clear of all liens and encumbrances and has the power to grant the licenses to be granted under this Agreement.

7.2.2       To the knowledge of XOMA, the Licensed Technology has not and does not infringe, violate or misappropriate the intellectual property of any Person and there are no claims pending or threatened by any Person against XOMA with respect to the ownership, validity, enforceability, effectiveness or use of the Licensed Technology. To the knowledge of XOMA, no Person is infringing, misappropriating or otherwise violating any of the Licensed technology, and XOMA has not made or asserted any claim, demand or notice against any Person alleging any such infringement, misappropriation, dilution or other violation.

7.3          AntriaBio Representations . AntriaBio represents and warrants:

7.3.1       AntriaBio has full right and title to the AntriaBioPatents free and clear of all liens and encumbrances.

7.3.2       To the knowledge of AntriaBio, the AntriaBio Products, the PKI Portfolio and the Extended Release Technology have not and do not infringe, violate or misappropriate the intellectual property of any Person and there are no claims pending or threatened by any Person against AntriaBio with respect to the ownership, validity, enforceability, effectiveness or use of the the AntriaBio Products, the PKI Portfolio or the Extended Release Technology. To the knowledge of AntriaBio, no Person is infringing, misappropriating or otherwise violating any of the AntriaBio Patents, and AntriaBio has not made or asserted any claim, demand or notice against any Person alleging any such infringement, misappropriation, or other violation.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

7.3.3       To the knowledge of AntriaBio, AntriaBio has not breached any material obligation under any agreement existing as of the Effective Date pursuant to which AntriaBio has acquired a license to any AntriaBio Patent, and each such agreement is in full force and effect.

8.           CONFIDENTIALITY

8.1          Confidentiality Obligations . Recipient shall keep and hold Confidential Information of Disclosing Party in strictest confidence, and shall not use such Confidential Information for any purpose, other than as may be reasonably necessary for the performance of its duties under this Agreement, without Disclosing Party’s prior written consent. Recipient shall not disclose any such Confidential Information to any Person without Disclosing Party’s prior written consent, except to its and its Affiliates’ employees, consultants and agents, as necessary for purposes of performing Recipient’s duties hereunder, under the terms and conditions no less protective of the Confidential Information than the terms and conditions of this Section 8. The obligations of confidentiality under this Section 8 shall last until the applicable Confidential Information is no longer secret and confidential or until one of the exceptions in Section 1.8 applies to such Confidential Information, whichever occurs first.

8.2          Permitted Disclosures . Notwithstanding anything herein to the contrary, Recipient may disclose Confidential Information of Disclosing Party to the extent necessary to: (a) comply with an applicable law, regulation of a governmental agency or order of a court of competent jurisdiction, (b) to disclose information to any governmental agency for purposes of obtaining approval to test or market a Product or (c) prosecute or defend litigation; provided that if Recipient is required by law or regulation to make any such disclosure of Disclosing Party’s Confidential Information, it will give reasonable advance notice to Disclosing Party of such disclosure requirement and will use commercially reasonable efforts to assist such Disclosing Party to secure a protective order or confidential treatment of the Confidential Information required to be disclosed. In addition, notwithstanding anything herein to the contrary, Recipient may disclose Disclosing Party’s Confidential Information to the extent (and only to the extent) such disclosure is reasonably necessary in the following instances: (i) in order for it to reasonably fulfill its obligations herein and to conduct its ordinary course of business, to its subcontractors, vendors, outside legal counsel, accountants and auditors under obligations of confidentiality substantially similar in scope to the confidentiality obligations herein; (ii) in connection with prosecuting and enforcing intellectual property rights in connection with Recipient’s rights and obligations pursuant to this Agreement; and (iii) in connection with exercising its rights hereunder, to its Affiliates, potential and future bona fide collaborators (including sublicensees, potential and permitted acquirers or assignees and potential investment 4bankers, investors and lenders);

8.3          Confidential Terms . Each of the Parties agrees not to disclose to any Third Party the terms and conditions of this Agreement without the prior approval of the other Party, except to advisors (including financial advisors, attorneys and accountants), potential and existing bona fide investors, financing sources, merger or other business partners and acquirers, and others on a need to know basis, in each case under circumstances that reasonably protect the confidentiality thereof, or to the extent required by applicable law.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

8.4          SEC or Similar Filings . Either Party may disclose the terms of this Agreement and events related to the development or commercialization of Products (including the receipt of milestone payments) to the extent reasonably required to comply with applicable laws, rules and regulations, including, without limitation, the rules and regulations promulgated by the United States Securities and Exchange Commission, comparable foreign regulators and self-regulatory organizations (such as securities exchanges). Subject to the foregoing, before disclosing this Agreement or any of the terms hereof or other events pursuant to this Section 8.4, the Parties will reasonably consult with one another on the terms of this Agreement to be redacted in making any such disclosure and the scope of such disclosure. The Party making such disclosure agrees, at its own expense, to seek confidential treatment of portions of this Agreement, or such terms, as may be reasonably and timely requested by the other Party.

8.5          Injunctive Relief Authorized . Each Recipient acknowledges and agrees that (a) the Confidential Information of Disclosing Party is of a special, unique, unusual, extraordinary and intellectual character; (b) the unauthorized use or disclosure of any Confidential Information of Disclosing Party would constitute a material breach of this Agreement; (c) the interests of Disclosing Party in and to the Confidential Information would be irreparably injured by the unauthorized use or disclosure of such information; and (d) money damages would not be sufficient to compensate Disclosing Party for any such unauthorized use or disclosure. Accordingly, Recipient agrees that, in addition to any other remedies available to Disclosing Party at law, in equity or under this Agreement, Disclosing Party shall be entitled to seek specific performance, injunctive relief and other equitable relief to prevent any actual or threatened use or disclosure of the Confidential Information of Disclosing Party without obligation to post any bond.

9.           INTELLECTUAL PROPERTY

9.1          Prosecution and Maintenance of Patents .

9.1.1       XOMA shall be responsible for and shall control the Prosecution and Maintenance of the XMet Patents. XOMA shall give AntriaBio an opportunity to review and comment on the text of each patent application within the Licensed Patents before filing, and shall provide AntriaBio with a copy of such patent application as filed, together with notice of its filing date and serial number. AntriaBio shall reimburse XOMA for [*]of all [*] incurred by XOMA in conducting the Prosecution and Maintenance of the XMet Patents, and shall pay XOMA’s invoices therefor with thirty (30) days of receipt thereof.

9.1.2       If XOMA elects not to file any patent application within the Licensed Patents or otherwise abandon the Prosecution and Maintenance of any patent application or patent within the Licensed Patents, then (a) XOMA shall provide AntriaBio with reasonable notice of such decision so as to permit AntriaBio to decide whether to assume such responsibilities (such notice shall, to the extent reasonably feasible for XOMA, be given no later than thirty (30) days prior to the next deadline to take any necessary action with the relevant patent office); and (b) AntriaBio shall have the right but not the obligation to control the Prosecution and Maintenance of such patent application or patent, at AntriaBio’s sole cost.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

9.1.3       AntriaBio may elect, with respect to a particular Licensed Patent in a country to terminate its payment obligations hereunder with respect to such Licensed Patent in such country by written notice given to XOMA, to the extent reasonably feasible for AntriaBio, no later than thirty (30) days prior to the next deadline to take any necessary action with the relevant patent office with respect to such Licensed Patent. In such event, such Licensed Patent (and all Patents issuing therefrom) shall thereafter be excluded from the license granted to AntriaBio pursuant to Section 3.1 and shall no longer be deemed to be Licensed Patents hereunder.

9.1.4       Commencing on the fifth (5th) anniversary of the Effective Date, AntriaBio may elect by written notice to terminate its payment obligations under Section 9.1.1 solely with respect to those XMet Patents that are not Licensed Patents. AntriaBio acknowledges that its agreement to reimburse the costs of such XMet Patents in accordance with Section 9.1.1 prior to the 5th anniversary of the Effective Date is a material portion of the consideration to be paid by AntriaBio for the rights granted hereunder.

9.2          Enforcement of Licensed Patents .

9.2.1       Each Party shall notify the other Party of any infringement known to such Party of any Licensed Patent by a Third Party that is manufacturing, using, offering for sale, selling or importing a product that comprises the Antibody or a Licensed Product (each, a “ Product Infringement ”) and shall provide the other Party with the available evidence, if any, of such infringement.

9.2.2       AntriaBio, at its sole expense, shall have the first right to determine the appropriate course of action to enforce the Licensed Patents with respect to such Product Infringement or otherwise abate such Product Infringement, to take (or refrain from taking) appropriate action to enforce the Licensed Patents with respect to such Product Infringement, to control any litigation or other enforcement action and to enter into, or permit, the settlement of any such litigation or other enforcement action with respect to the Licensed Patent and such Product Infringement, and shall consider, in good faith, the interests of XOMA in so doing. If AntriaBio does not, within sixty (60) days of receipt of notice from XOMA under Section 9.2.1, abate the infringement or file suit to enforce the Licensed Patents against at least one infringing party, XOMA shall have the right to take whatever action it deems appropriate to enforce the Licensed Patents. The Party controlling any such enforcement action shall not settle the action or otherwise consent to an adverse judgment in such action that adversely affects the rights or interests of the non-controlling Party without the prior written consent of the other Party. For clarity, AntriaBio shall have no right to enforce any Licensed Patent with respect to any infringement thereof that is not a Product Infringement.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

9.2.3       All monies recovered upon the final judgment or settlement of any such suit to enforce the Licensed Patents with respect to a Product Infringement pursuant to this Section 9.2 shall be first used to reimburse each Party for its costs and expenses incurred in connection with such suit pro rata, and the remainder, if any, shall be allocated as follows: (a) for any suit initiated and prosecuted by AntriaBio, the remainder shall be deemed Net Sales and allocated in accordance with Section 4.2, and (b) for any suit initiated and prosecuted by XOMA, the remainder shall be shared in proportion to the costs and expenses incurred by each Party in connection with such suit.

9.3          AntriaBio Product Patents . AntriaBio shall be solely responsible for the Prosecution and Maintenance of the AntriaBio Product Patents, at its sole cost. AntriaBio shall not assign or transfer any interest in any AntriaBio Product Patent to any Third Party (other than pursuant to a license under which such Third Party will report Net Sales to AntriaBio of AntriaBio Products covered by such AntriaBio Product Patent or as part of a transaction that includes a permitted assignment of this Agreement) unless such Third Party has first agreed in writing with XOMA to make the payments to XOMA set forth in Section 4.2.2 with respect to sales of AntriaBio Products covered by such AntriaBio Product Patent in the same manner required of AntriaBio under this Agreement.

10.         TERMINATION

10.1        Expiration . Subject to early termination pursuant to the provisions of Sections 10.2 and 10.3 below, this Agreement shall expire on the expiration of AntriaBio’s obligation to pay royalties to XOMA under Section 4.2 above. Upon expiration of the Royalty Term, on a country-by-country basis, the licenses granted to AntriaBio by XOMA under this Agreement shall be fully paid-up, perpetual and irrevocable in the countries in which the Royalty Term has expired.

10.2        Termination by AntriaBio . AntriaBio may terminate this Agreement in its entirety, in its sole discretion, at any time upon ninety (90) days prior written notice to XOMA.

10.3        Termination for Cause . Either Party will have the right to terminate this Agreement in full upon delivery of written notice to the other Party in the event of any material breach by the other Party of any terms and conditions of this Agreement, provided, that such termination will not be effective if such breach has been cured within thirty (30) days after written notice thereof is given by the non-breaching Party to the breaching Party specifying in reasonable detail the nature of the alleged breach; provided further, however, that if the material breach is not reasonably capable of being cured within the thirty-day cure period, and if the breaching party (a) proposes within such thirty-day period a written plan to cure such breach that is reasonably acceptable to the non-breaching Party, and (b) makes good faith efforts to cure such default and to implement such written cure plan and reports at least monthly to the non-breaching Party in writing as to the status of such efforts and cure, then, until ninety (90) days of receipt of notice of termination, the non-breaching Party may not terminate this Agreement for so long as the breaching Party is diligently pursuing such cure in accordance with such plan. Notwithstanding the foregoing, in the event of any breach by AntriaBio of any payment obligation hereunder, XOMA will have the right to terminate this Agreement in full upon delivery of written notice to AntriaBio, provided, that such termination will not be effective if such breach has been cured within thirty (30) days after written notice thereof is given by XOMA to AntriaBio; for clarity, AntriaBio shall have no right to submit a cure plan with respect to any such breach.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

10.4        Termination for Patent Challenges . If, during the term of this Agreement, AntriaBio or any of its Affiliates or sublicensees (a) commences or participates in any action or proceeding (including any patent opposition or re-examination proceeding), or otherwise asserts any claim, challenging or denying the validity or enforceability of any claim of XOMA’s or its Affiliates’ patents or patent applications that are licensed to AntriaBio under this Agreement or (b) actively assists any other Person in bringing or prosecuting any action or proceeding (including any patent opposition or re-examination proceeding) challenging or denying the validity or enforceability of any claim of XOMA’s or its Affiliates’ patents or patent applications that are licensed to AntriaBio under this Agreement (each of (a) and (b), a “ Patent Challenge ”), then, to the extent permitted by applicable laws, XOMA shall have the right, in its sole discretion, to give notice to AntriaBio that XOMA may terminate the license(s) granted to AntriaBio under such patents and applications pursuant to this Agreement thirty (30) days days following such notice, and, unless AntriaBio withdraws or causes to be withdrawn all such Patent Challenge(s) within such thirty (30) day period, XOMA shall have the right to terminate the licenses granted to AntriaBio under such patents and applications pursuant to this Agreement by providing written notice thereof to AntriaBio.

10.5        Effect of Expiration or Termination . Upon termination (but not expiration) of this Agreement:

10.5.1      Termination of Licenses . All rights and licenses granted to AntriaBio hereunder shall terminate.

10.5.2      Transfer of Development Activities and Know-How .

(a)          If AntriaBio is conducting any development activity with respect to the Antibody or any Product on the date of notice of termination, then XOMA shall notify AntriaBio within sixty (60) days after the notice of termination: (i) with regard to any clinical trial, whether XOMA elects to have AntriaBio: (A) complete such clinical trial on behalf of XOMA (unless AntriaBio has material safety concerns regarding continuation of such Clinical Trial of which it has notified XOMA in writing), (B) wind down such clinical trial as soon as practicable, subject to compliance with ethical and legal requirements or (C) transfer such clinical trial to XOMA as soon as practicable; and (i) with regard to any other development activity, whether XOMA elects to have AntriaBio wind down or transfer such activity to XOMA.

(b)          If XOMA notifies AntriaBio of its election to have AntriaBio wind down such clinical trial or other development activity (or fails to provide notice within such sixty (60) day period), then AntriaBio shall wind-down such clinical trial or development activity as soon as practicable, subject to compliance with ethical and legal requirements.

(c)          If XOMA notifies AntriaBio of its election to have AntriaBio transfer such clinical trial or other development activity to XOMA, then AntriaBio shall transfer to XOMA such clinical trial or other development activity as promptly as practicable (and, in any event, within ninety (90) days) after the effective date of termination.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

(d)          To the extent any Know-How Controlled by AntriaBio, its Affiliates or sublicensees that specifically relates to the Antibody or any Licensed Products is not transferred and assigned to XOMA pursuant to subsections (a) through (c) above, AntriaBio will transfer and assign such Know-How to XOMA or its designee within ninety (90) days of the effective date of termination.

(e)          The activities set forth in this Section 10.5.2 shall be performed at AntriaBio’s expense, unless AntriaBio terminates this Agreement pursuant to Section 10.3 for XOMA’s material breach, in which case such activities shall be at XOMA’s expense.

10.5.3      Confidential Information . AntriaBio shall, within thirty (30) days after the effective date of termination and at AntriaBio’s expense, return or destroy, at XOMA's election, all XOMA Know-How and other Confidential Information of XOMA (provided that AntriaBio may keep one copy of such Confidential Information subject to an ongoing obligation of confidentiality for archival purposes only). All Know-How and Product Data/Filings licensed, assigned or transferred to XOMA pursuant to this Section 10.5 shall be deemed to be Confidential Information of XOMA for the purposes of Article 8 and XOMA shall be deemed the Disclosing Party and AntriaBio shall be deemed the Recipient with respect to such information, and Section 1.7(d) shall not apply to such information.

10.5.4      Product Data/Filings . AntriaBio shall, and hereby does, assign to XOMA, as of the effective date of termination, all its right, title and interest in, to and under all of AntriaBio’s and its Affiliates’ ownership interest in any and all Product Data/Filings, including any Regulatory Approvals for the Products, and AntriaBio shall transfer all such Product Data/Filings to XOMA promptly after the effective date of termination.

10.5.5      License . AntriaBio shall, and hereby does, and shall cause its Affiliates and sublicensees to, grant to XOMA, as of the effective date of termination, an exclusive, perpetual, royalty-free, sublicensable (through multiple tiers), transferable license under all patents, Know-How and other intellectual property Controlled by AntriaBio, its Affiliates or sublicensees solely to the extent necessary or specifically useful to develop, make, have made, use, have used, sell, have sold, offer for sale, have offered for sale, import, have imported, and otherwise exploit, manufacture and commercialize the Antibody and Licensed Products in the Territory.

10.5.6      Inventory . At XOMA’s request, AntriaBio shall assign and transfer to XOMA any inventory of Antibody and Licensed Products then in AntriaBio’s or any of its Affiliates’ or sublicensees’ possession or control, subject to XOMAs reimbursement of AntriaBio’s reasonable, documented costs incurred in acquiring such inventory and with respect to shipping thereof.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

10.5.7      Further Actions . AntriaBio shall take such other actions, and execute any instruments, assignments and documents, as reasonably requested by XOMA as may be necessary to effect the foregoing provisions of this Section 10.5.

10.6        Survival . Expiration or termination of this Agreement shall not relieve the parties of any obligation accruing prior to such expiration or termination, and the provisions of Sections 2.7, 3.2.4, 4.2.5 and 5.1 (solely with respect to payment obligations accruing prior to the effective date of such termination), 5.2, 10.5, 10.6 and Articles 6, 8, 11 and 12 shall survive the expiration or termination of this Agreement. If termination is only with respect to a particular country, then termination will only apply with respect to such country, and this Agreement shall continue with respect to the non-terminated countries.

11.         INDEMNIFICATION

11.1        Indemnification by AntriaBio . AntriaBio shall defend, indemnify and hold XOMA and its and its Affiliates’ directors, officers, employees and agents harmless from all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) (collectively, “ Losses ”) resulting from any claims, demands, actions and other proceedings by any Third Party to the extent resulting from (a) AntriaBio’s or its Affiliates’ or sublicensees’ use of the Licensed Technology or negligence, gross negligence or intentional misconduct, (b) AntriaBio’s breach of this Agreement, or (c) AntriaBio’s breach of the representations contained in Section 7.1, except in each case to the extent such Losses are subject to XOMA’s indemnification obligations under Section 11.2.

11.2        Indemnification by XOMA . XOMA shall defend, indemnify and hold AntriaBio and its and its’ Affiliates’ directors, officers, employees and agents harmless from all Losses to the extent resulting from any claims, demands, actions and other proceedings by any Third Party to the extent resulting (a) XOMA’s or its Affiliates’ negligence, gross negligence or intentional misconduct, (b) XOMA’s breach of this Agreement, or (c) XOMA’S breach of the representations contained in Section 7.1 and 7.2, except in each case to the extent such Losses are subject to AntriaBio’s indemnification obligations under Section 11.1.

11.3        Procedure . The Party seeking indemnification (the “ Indemnified Party ”) promptly shall notify the other party (the “ Indemnifying Party ”) of any claim, demand, action or other proceeding for which the Indemnified Party intends to claim indemnification. The Indemnifying Party shall have the right to participate in, and to the extent the Indemnifying Party so desires jointly with any other indemnitor similarly noticed, to assume the defense thereof with counsel selected by the Indemnifying Party; provided, however, that the Indemnified Party shall have the right to retain its own counsel, with the fees and expenses to be paid by the Indemnified Party, if representation of the Indemnified Party by the counsel retained by the Indemnifying Party would be inappropriate due to actual or potential differing interests between the Indemnified Party and any other party represented by such counsel in such proceedings. The indemnity obligations under this Section 11 shall not apply to amounts paid in settlement of any claim, demand, action or other proceeding if such settlement is effected without the prior express written consent of the Indemnifying Party, which consent shall not be unreasonably withheld or delayed. The failure to deliver notice to the Indemnifying Party within a reasonable time after notice of any such claim or demand, or the commencement of any such action or other proceeding, if prejudicial to its ability to defend such claim, demand, action or other proceeding, shall relieve such Indemnifying Party of any liability to the Indemnified Party under this Section 11 with respect thereto, but the omission so to deliver notice to the Indemnifying Party shall not relieve it of any liability that it may have to the Indemnified Party other than under this Section 11. The Indemnifying Party may not settle or otherwise consent to an adverse judgment in any such claim, demand, action or other proceeding, that diminishes the rights or interests of, or places any obligations upon, the Indemnified Party without the prior express written consent of the Indemnified Party, which consent shall not be unreasonably withheld or delayed. The Indemnified Party, its employees and agents, shall reasonably cooperate with the Indemnifying Party and its legal representatives in the investigation of any claim, demand, action or other proceeding covered by this Section 11.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

11.4        LIMITATION OF DAMAGES . IN NO EVENT SHALL EITHER PARTY BE LIABLE HEREUNDER TO THE OTHER PARTY FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND UNDER ANY THEORY, EVEN IF IT HAS NOTICE OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH IN THIS SECTION 11.4 SHALL NOT APPLY WITH RESPECT TO (I) ANY BREACH OF SECTION 8 OR (II) THE INTENTIONAL MISCONDUCT OR GROSS NEGLIGENCE OF A PARTY. NOTHING IN THIS SECTION 11.4 IS INTENDED TO LIMIT OR RESTRICT THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF A PARTY UNDER THIS SECTION 11 WITH RESPECT TO ANY DAMAGES OWED OR PAID TO A THIRD PARTY IN CONNECTION WITH A THIRD PARTY CLAIM.

11.5        Insurance .

11.5.1     AntriaBio shall maintain at its own cost and at all times during the term of this Agreement policies of insurance consistent with normal business practices of prudent pharmaceutical companies similarly situated. Such insurance policies shall include. without limitation, commercial general liability insurance, including, without limitation, product liability, covering claims for damages because of bodily injury (including, without limitation, death), personal injury and property damage arising out of AntriaBio’s acts or omissions and including coverage for contractual liabilities. Without limiting the foregoing, no later than AntriaBio’s commencement of clinical trials in respect of any Product, AntriaBio shall obtain, and maintain in full force and effect, adequate clinical trials insurance, for claims arising out of or in connection with such clinical trials. In addition, no later than the commencement of commercial distribution of any Product by or on behalf of AntriaBio, AntriaBio shall obtain, and maintain in full force and effect, adequate general and product liability insurance for bodily injury and property damage claims.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

11.5.2     The policies described in Section 11.5.1 above will be in such amounts and cover such risks as are reasonable and prudent for those types of policies, but shall in no event be less than, in the aggregate: (a) one million U.S. dollars (US$1,000,000) as of the Effective Date, (b) ten million U.S. dollars (US$10,000,000) prior to the commencement of any clinical trial, and (c) twenty million U.S. dollars (US$20,000,000) prior to the commercial launch of any Product. Such policies will be written by insurance companies with an A.M. Best's rating of A:VIII or higher (or if such policies are not subject to the Best rating, then by carriers who are reasonably acceptable to XOMA). The foregoing policies will: (i) cover claims arising out of the performance of this Agreement that are made within a period of not less than six (6) years after the expiration or earlier termination of this Agreement; and (ii) be primary and noncontributory to any liability insurance carried by XOMA, which insurance will be excess for claims and losses arising out of the performance of this Agreement. The policies described above will be specifically endorsed to list XOMA as an additional insured (as long as such endorsement is allowed by Applicable Law), and AntriaBio will notify XOMA at least sixty (60) days in advance of any cancellation or non-renewal of or material changes in of such insurance coverage. AntriaBio shall provide XOMA with a valid, current certificate of insurance as evidence of the insurance required herein. Renewal certificates shall be furnished to XOMA ten (10) days prior to the policies' expiration. Maintenance of such insurance coverage will not relieve AntriaBio of any responsibility under this Agreement for damages in excess of insurance limits or otherwise.

12.         MISCELLANEOUS

12.1        Notices . Any consent, notice or report required or permitted to be given or made under this Agreement by one of the Parties to the other shall be in writing and addressed to such other party at its address indicated below, or to such other address as the addressee shall have last furnished in writing to the addressor for purposes of this Section 12.1, and shall be effective upon receipt by the addressee.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

12.2       Assignment.

12.2.1     Except as otherwise expressly provided under this Agreement neither this Agreement nor any right or obligation hereunder may be assigned or otherwise transferred (whether voluntarily, by operation of law or otherwise), without the prior express written consent of the other Party; provided, however, that subject to Section 12.2.2 either Party may, without such consent, assign this Agreement and all of its rights and obligations hereunder (a) to an Affiliate or (b) in connection with the transfer or sale of all or substantially all of its business relating to this Agreement, or in the event of its merger, consolidation, change in control or similar transaction.

12.2.2     Notwithstanding Section 12.2.1, until such time as a Qualified Financing has occurred, AntriaBio shall have no right to assign this Agreement, whether to an Affiliate or a Third Party, under any circumstance without XOMA’s prior written consent, to be withheld in XOMA’s sole discretion.

12.2.3     Any permitted assignee shall assume in writing all obligations of its assignor under this Agreement. Any purported assignment or transfer in violation of this Section 12.2 shall be void.

12.3        Governing Law; Jurisdiction; Venue . This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to the conflicts of law principles thereof. For any legal action arising from or related to this Agreement, the Parties hereby irrevocably: (a) consent solely to personal jurisdiction of and exclusive venue in the state and federal courts located in San Francisco County, California, USA; (b) agree that such courts will be the sole courts utilized; and (c) hereby waive any jurisdictional or venue objections to such courts, including without limitation, forum non conveniens. If any dispute arises between the Parties in connection with this Agreement which leads to a proceeding to resolve such dispute, the prevailing Party in such proceeding will be entitled to receive its reasonable attorneys’ fees, expert witness fees and out-of-pocket costs incurred in connection with such proceeding, in addition to any other relief it may be awarded.

12.4        Entire Agreement . This Agreement contains the entire understanding of the Parties with respect to the subject matter hereof. There are no agreements, representations, warranties, covenants or undertakings with respect to the subject matter hereof other than those expressly set forth herein. All express or implied representations, agreements and understandings relating to such subject matter, either oral or written, heretofore made are expressly superseded by this Agreement, including, without limitation the Confidentiality Agreement.

12.5        Independent Contractors . Each Party hereby acknowledges that the Parties shall be independent contractors and that the relationship between the Parties shall not constitute a partnership, joint venture or agency. Neither Party shall have the authority to make any statements, representations or commitments of any kind, or to take any action, which shall be binding on the other Party, without the prior consent of the other Party to do so.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

12.6        Remedies . All remedies, either under this Agreement, by law, or otherwise afforded to any Party, shall be cumulative and not alternative.

12.7        Force Majeure . Neither Party shall be held liable or responsible to the other Party nor be deemed to have defaulted under or breached this Agreement for failure or delay in fulfilling or performing any term of this Agreement solely to the extent, and for so long as, such failure or delay is caused by or results from causes beyond the reasonable control of the affected Party including but not limited to fire, floods, embargoes, war, acts of war (whether war be declared or not), insurrections, riots, civil commotions, strikes, lockouts or other labor disturbances, acts of God or acts, omissions or delays in acting by any governmental authority or the other Party. If any such event continues for more than ninety (90) days, then such other Party shall have the right to terminate this Agreement upon thirty (30) days prior written notice to the affected Party.

12.8        Fees and Expenses . Each Party shall pay its own costs and expenses in connection with this Agreement and the transactions contemplated hereby (including the fees and expenses of its advisers, accountants and legal counsel).

12.9        Further Assurances . At any time or from time to time after the date hereof, the Parties agree to cooperate with each other, and at the request of any other party, to execute and deliver any further instruments or documents and to take all such further action as the other Party may reasonably request in order to evidence or effectuate the consummation of the transactions contemplated hereby and to otherwise carry out the intent of the parties hereunder.

12.10      Interpretation . The captions to the Sections of this Agreement are not a part of this Agreement, but are included for convenience of reference and shall not affect its meaning or interpretation. In this Agreement: (i) the word “including,” “includes,” “included,” and “include” shall be deemed to be followed by the phrase “without limitation” or like expression; (ii) the singular shall include the plural and vice versa ; (iii) masculine, feminine, and neuter pronouns and expressions shall be interchangeable; (iv) the words “hereof,” “herein,” “hereto,” “hereby,” “hereunder,” and derivative or similar words refer to this Agreement as an entirety and not solely to any particular provision of this Agreement; (v) each reference in this agreement to a particular Section, appendix, schedule, or exhibit means a Section, appendix, schedule, or exhibit of or to this Agreement, unless another agreement is specified; (vi) “the words “will”, “shall” and “must” are synomyms; (vii) “or” is not disjunctive (i.e., it means “and/or”) unless the context clearly requires otherwise; (viii) references to any party or Person shall include its permitted successors or assigns; and (ix) whenever this Agreement refers to a number of days, such number shall refer to calendar days unless business days are specified; and business days means any day, except Saturday and Sunday, on which commercial banking institutions in Los Angeles, California are open for business. This Agreement has been prepared jointly and shall not be strictly construed against either Party.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

12.11      Waivers . It is agreed that no delay or omission to exercise any right, power or remedy accruing to any Party, upon any breach, default or noncompliance by the other Party under this Agreement, shall impair any such right, power or remedy, nor shall it be construed to be a waiver of any such breach, default or noncompliance, or any acquiescence therein, or of or in any similar breach, default or noncompliance thereafter occurring. It is further agreed that any waiver, permit, consent or approval of any kind or character on the part of any party hereto of any breach, default or noncompliance under this Agreement or any waiver on such party’s part of any provisions or conditions of this Agreement, must be in writing and shall be effective only to the extent specifically set forth in such writing. The waiver by a Party of any right hereunder, or of any failure to perform or breach by the other Party hereunder, shall not be deemed a waiver of any other right hereunder or of any other breach or failure by the other Party hereunder whether of a similar nature or otherwise.

12.12      Severability . Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other provision or any other jurisdiction, but this Agreement shall be reformed, construed and enforced in such jurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein.

12.13      Enforcement . Each Party hereto acknowledges that money damages would not be an adequate remedy in the event that any of the covenants or agreements in this Agreement are not performed by the Parties in accordance with its terms, and it is therefore agreed that in addition to and without limiting any other remedy or right each party may have, each Party will have the right to an injunction, temporary restraining order or other equitable relief in any court of competent jurisdiction enjoining any such breach and enforcing specifically the terms and provisions hereof.

12.14      Extension to Affiliates . Except as set forth in Section 3.2, AntriaBio shall have the right to extend the rights and obligations granted in this Agreement to one or more of its Affiliates. All applicable terms and provisions of this Agreement shall apply to any such Affiliate to which this Agreement has been extended to the same extent as such terms and provisions apply to AntriaBio. AntriaBio shall remain directly liable for any acts or omissions of its Affiliates, and AntriaBio hereby expressly waives any requirement that XOMA exhaust any right, power or remedy, or proceed directly against such Affiliate, for any obligation or performance hereunder prior to proceeding directly against AntriaBio.

12.15      Counterparts . This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including pdf) 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.

[Signature Page Follows.]

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

IN WITNESS WHEREOF, the Parties have executed this License Agreement as of the Effective Date.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Exhibit A

XOMA 358

[*]

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Exhibit B

AntriaBio Patents

[*]

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Exhibit C

Licensed Patents

[*]

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Exhibit D

Option Products

[*]

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Exhibit E

XMET Patents

[*]

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Exhibit F

Clinical Materials

[*]

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

Exhibit 10.2

EXECUTION COPY

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

COMMON STOCK PURCHASE AGREEMENT

THIS COMMON STOCK PURCHASE AGREEMENT (this “ Agreement ”) is entered into as of December 6, 2017 (the “ Effective Date ”), by and among AntriaBio, Inc., a Delaware corporation (the “ Company ”), and XOMA Corporation, a Delaware corporation (“ Purchaser ”). Terms used but not otherwise defined herein shall have the meanings ascribed to them in the License Agreement (as defined below).

WHEREAS, prior to or concurrently with the consummation of the transactions contemplated hereby, and as a condition to the willingness of, and material inducement to, Purchaser to enter into this Agreement, the Company and XOMA (US) LLC, a wholly owned subsidiary of Purchaser, shall enter into a License Agreement of even date herewith (the “ License Agreement ”) pursuant to which the Purchaser will grant a license of certain of its technology to the Company; and

WHEREAS, in consideration of the license granted pursuant to the License Agreement, Company desires to issue to Purchaser the Initial Closing Shares, the Interim Financing Shares, the Qualified Financing Shares and the 2019 Shares (each as defined below and, together, the “ Shares ”) of common stock, par value $0.001 per share, of the Company (the “ Common Stock ”), which Shares shall be authorized and issued in accordance with the terms of this Agreement (the “ Common Stock Issuance ”).

NOW, THEREFORE, in consideration of the mutual promises, representations, warranties, covenants and conditions set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:

1.            PURCHASE AND SALE

1.1          Sale and Issuance of Shares . In consideration of the License Agreement and in express reliance upon the representations, warranties and covenants set forth herein, and subject to the terms and conditions set forth in this Agreement, the Company shall issue and sell to Purchaser, and Purchaser shall purchase from the Company, the Shares; provided that in no event shall the aggregate number of Shares, or voting securities convertible or exchangeable into the Shares, issued pursuant to this Section 1 exceed 19.99% of the total outstanding shares of the Company’s Common Stock calculated as of the time of the issuance (any Shares representing ownership above such percentage being “ Excess Shares ”). In the event the aggregate amount of Shares to be issued by the Company to the Purchaser shall exceed 19.99% of the total outstanding shares of the Company’s Common Stock, in lieu of the Excess Shares, the Company shall issue to the Purchaser non-voting convertible preferred stock on such terms and conditions as mutually agreed by the Purchaser and the Company with a liquidation preference equal to the value of the Excess Shares.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

1.2          Initial Closing .

(a)         The initial purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures on the earlier of: (1) the date of the closing of the [*] of the Company occurring after the Effective Date resulting in [*]; or (2) the initiation of [*] for the Company’s clinical study of [*] (which time, date and place are referred to in this Agreement as the “ Initial Closing ”). At the Initial Closing, the Company shall deliver to the Purchaser that number of shares and/or other securities (the “ Initial Closing Shares ”) equal to [*] divided by: (i) in the case of an Initial Closing triggered by an equity financing, the price per share of the stock (or units, if additional securities are issued together with stock) sold in such financing; or (ii) in the case of an Initial Closing triggered by a financing that is non-dilutive to the Company (including any convertible note financing) or by clause (2) above, the weighted average of the closing bid and asked prices or the average closing prices of the Common Stock on the Principal Market for the ten day trading period prior to the Initial Closing. The Company shall instruct VStock Transfer, LLC (the “ Transfer Agent ”) to register such issuance via book entry at the time of such issuance.

(b)         If the Initial Closing occurs on or prior to December 31, 2017, then the Company shall, in addition to issuing the Initial Closing Shares, make a cash payment to Purchaser equal to [*] of the value of the Initial Closing Shares as of the date of the Initial Closing.

1.3          Interim Financing Closing .

(a)         A subsequent purchase and sale of Shares shall take place remotely via the exchange of documents and signatures concurrently with the closing of each Interim Financing (as defined below), or at such other time as the Company and Purchaser shall mutually agree (each of which time, date and place is referred to in this Agreement as an “ Interim Financing Closing ”). At each Interim Financing Closing, the Company shall deliver to Purchaser: (i) in the case of an Interim Financing that is an equity financing, [*] of the total number of shares and/or other securities issued in such Interim Financing; or (ii) in the case of an Interim Financing that is non-dilutive to the Company, that number of shares and/or other securities representing [*] of the gross proceeds of such financing divided by the weighted average of the closing bid and asked prices or the average closing prices of the Common Stock on the Principal Market for the ten day trading period prior to the announcement of such Interim Financing (the “ Interim Financing Shares ”). An “ Interim Financing ” shall mean any financing event (including, but not limited to, an equity financing, debt financing or the receipt of funds resulting from licensing an AntriaBio Product (as defined in the License Agreement)) occurring prior to a Qualified Financing (as defined below), resulting in gross cash proceeds to the Company of less than $20 million. The Company shall provide Purchaser a written notice specifying the date of the Interim Financing Closing, which notice shall be delivered no less than ten (10) business days prior to the date of the Interim Financing Closing. For the avoidance of doubt, in the event the Interim Financing results in gross proceeds to the Company of $3 million, the Company shall issue both the First Closing Shares and the Interim Financing Shares at such Interim Financing Closing. The dollar value of the Interim Financing Shares shall be referred to herein as the “ Interim Financing Value .”

(b)         If an Interim Financing Closing occurs on or prior to December 31, 2017, then the Company shall, in addition to issuing the relevant Interim Closing Shares, make a cash payment to Purchaser equal to [*] of the value of such Interim Closing Shares as of the date of such Closing.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

1.4          Qualified Financing Closing . A subsequent purchase and sale of Shares shall take place remotely via the exchange of documents and signatures concurrently with the closing of a Qualified Financing (as defined below), or at such other time as the Company and Purchaser shall mutually agree (which time, date and place are referred to in this Agreement as the “ Qualified Financing Closing ”). At the Qualified Financing Closing, the Company shall deliver to Purchaser that number of Shares, and/or other securities issued in a Qualified Financing (the “ Qualified Financing Shares ”) equal to a quotient, the numerator of which shall be: (i) Seven Million Dollars ($7,000,000); minus (ii) the Interim Financing Value represented by Shares issued to Purchaser prior to the Qualified Financing; and the denominator of which shall be: (x) in the case of a Qualified Financing that is an equity financing, the price per share of the stock (or units, if additional securities are issued together with stock) sold in the Qualified Financing; or (y) in the case of a Qualified Financing that is non-dilutive to the Company, the weighted average of the closing bid and asked prices or the average closing prices of the Common Stock on the Principal Market for the ten day trading period prior to the announcement of such Qualified Financing. A “ Qualified Financing ” shall mean an equity or debt financing event resulting in aggregate gross cash proceeds to the Company of at least $20 million. The Company shall provide Purchaser a written notice specifying the date of the Qualified Financing Closing, which notice shall be delivered no less than ten (10) business days prior to the date of the Qualified Financing Closing. For the avoidance of doubt, in the event that the Initial Closing has not occurred prior to the Qualified Financing Closing, the Company shall issue both the First Closing Shares and the Qualified Financing Shares at the Qualified Financing Closing.

1.5          2019 Closing . In the event that the Qualified Financing Closing has not occurred on or prior to March 31, 2019, then a purchase and sale of the Shares shall take place remotely via the exchange of documents and signatures on April 1, 2019 (which time, date and place are referred to in this Agreement as the “ 2019 Closing ”). The Initial Closing, each Interim Closing, the Qualified Financing Closing and the 2019 Closing is each referred to herein as a “ Closing ” and, together the “ Closings .” At the 2019 Closing, the Company shall deliver to the Purchaser that number of Shares, (the “ 2019 Shares ”) equal to Seven Million Dollars ($7,000,000) divided by the weighted average of the closing bid and asked prices or the average closing prices of the Common Stock on the Principal Market for the ten day trading period prior to the 2019 Closing. For the avoidance of doubt, in the event that a Qualified Financing occurs after the 2019 Closing, the Qualified Financing Shares will be issued in accordance with the terms hereof in addition to the Initial Closing Shares and the 2019 Shares.

1.6          Capital Adjustments . If after the Effective Date (A) the Company shall pay a dividend in securities of the Company (other than in Common Stock) or of other property (including cash) on the Common Stock, (B) there shall occur any merger, consolidation, capital reorganization, stock split, reverse stock split, combination or reclassification in which the Common Stock is converted or exchanged for securities, cash or other property, the class or series of stock constituting the Common Stock for purposes of this Agreement, shall be appropriately adjusted to reflect such other dividend, merger, consolidation, capital reorganization, stock split, reverse stock split or reclassification. After any event referenced in clauses (A) and (B) of the preceding sentence is consummated, all references herein to the Common Stock shall be deemed to refer to the capital stock or property (including cash) into or for which the Common Stock was converted or exchanged, with the necessary changes in detail.

2.            PUT OPTION

The Company hereby grants the Purchaser the right and option to sell the greater of (i) 5,000,000 Shares or (ii) one third of the aggregate Shares held by the Purchaser at the time of the Put Option Triggering Event (as defined below) to the Company, and the Company agrees to purchase the Shares or to facilitate the orderly sale of the Shares to a third party (the “ Put Option ”). Upon the occurrence of the Put Option Triggering Event, the Purchaser shall be permitted to exercise the Put Option by delivering written notice to the Company (the “ Put Option Exercise Notice ”) by indicating its agreement to sell all or a portion of the Shares in exchange for the payment by the Company or a third party buyer (arranged by the Company) to the Purchaser of the Put Option Purchase Price (as defined below), such amount to be payable by wire transfer of immediately available funds within 15 days after the date of receipt by the Company of the Put Option Exercise Notice. The “ Put Option Triggering Event ” shall mean the failure of the Company to list its shares of Common Stock on the Nasdaq Stock Market or a similar national exchange on or prior to December 31, 2018. The “ Put Option Purchase Price ” per Share shall mean the lower of (i) $1.00; or (ii) the average of the closing bid and asked prices of the Common Stock quoted on the Principal Market on the date of the Put Option Exercise Notice. The costs of effecting a sale of the Shares pursuant to this Section 2 shall be borne by the Company.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

3.            REPRESENTATIONS AND WARRANTIES OF THE COMPANY

As of the date of each Closing, the Company represents and warrants to Purchaser that, subject to exceptions and disclosures set forth in any part or subpart of the Company Disclosure Schedule corresponding to the particular Section or subsection of this Section 3, the statements contained in this Section 3 are true, complete and correct (except that those statements which address matters only as of a particular date are true, correct and complete as of such date). The Company shall deliver an updated and current Company Disclosure Schedule prior to each Closing.

3.1          Organization and Qualification . The Company and each of its subsidiaries is an entity duly incorporated or otherwise organized, validly existing and in good standing under the laws of the jurisdiction of its incorporation or organization, with the requisite corporate power and authority to own and use its properties and assets and to carry on its business as currently conducted. Neither the Company nor any of its subsidiaries is in violation or default of any of the provisions of its respective certificate or the Company's Certificate of Incorporation, as amended and as in effect on the date hereof (the " Certificate of Incorporation "), the Company's Bylaws, as amended and as in effect on the date hereof (the “ Bylaws ”) or other organizational or charter documents. Each of the Company and its subsidiaries is duly qualified to conduct business and is in good standing as a foreign corporation or other entity in each jurisdiction in which the nature of the business conducted or property owned by it makes such qualification necessary, except where the failure to be so qualified or in good standing, as the case may be, could not have or reasonably be expected to result in, individually or in the aggregate, a material adverse effect on (i) the business, properties or financial condition of the Company, (ii) the Shares or (iii) the enforceability of this Agreement (a “ Material Adverse Effect ”) and no proceeding has been instituted in any such jurisdiction revoking, limiting or curtailing or seeking to revoke, limit or curtail such power and authority or qualification. The Company has no subsidiaries except as set forth in the Company’s Annual Report on Form 10-K for the year ended June 30, 2017.

3.2          Authorization; Enforcement; Validity . (i) The Company has the requisite corporate power and authority to enter into and perform its obligations under this Agreement and the License Agreement (the “ Transaction Documents ”), and to issue the Shares in accordance with the terms hereof and thereof, (ii) the execution and delivery of the Transaction Documents by the Company and the consummation by it of the transactions contemplated hereby and thereby, and the reservation for issuance and the issuance of the Shares issuable under this Agreement, have been duly authorized by the Company's Board of Directors and no further consent or authorization is required by the Company, its Board of Directors or its stockholders, (iii) this Agreement has been, and each other Transaction Document shall be on the Effective Date, duly executed and delivered by the Company and (iv) this Agreement constitutes, and each other Transaction Document upon its execution on behalf of the Company, shall constitute, the valid and binding obligations of the Company enforceable against the Company in accordance with their terms, except as such enforceability may be limited by general principles of equity or applicable bankruptcy, insolvency, reorganization, moratorium, liquidation or similar laws relating to, or affecting generally, the enforcement of creditors' rights and remedies. Except as set forth in this Agreement, no other approvals or consents of the Company’s Board of Directors, any authorized committee thereof, and/or stockholders is necessary under applicable laws and the Company’s Certificate of Incorporation and/or Bylaws to authorize the execution and delivery of this Agreement or any of the transactions contemplated hereby, including, but not limited to, the issuance of the Shares.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

3.3          Capitalization . As of the date hereof, the authorized capital stock of the Company is set forth in the Company’s Quarterly Report on Form 10-Q for the three months ended September 30, 2017. Except as disclosed in the SEC Documents (as defined below), (i) no shares of the Company's capital stock are subject to preemptive rights or any other similar rights or any liens or encumbrances suffered or permitted by the Company, (ii) there are no outstanding debt securities, (iii) there are no outstanding options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, or contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to issue additional shares of capital stock of the Company or any of its subsidiaries or options, warrants, scrip, rights to subscribe to, calls or commitments of any character whatsoever relating to, or securities or rights convertible into, any shares of capital stock of the Company or any of its subsidiaries, (iv) other than as set forth in this Agreement, there are no agreements or arrangements under which the Company or any of its subsidiaries is obligated to register the sale of any of their securities under the Securities Act of 1933, as amended (the “ Securities Act ”), (v) there are no outstanding securities or instruments of the Company or any of its subsidiaries which contain any redemption or similar provisions, and there are no contracts, commitments, understandings or arrangements by which the Company or any of its subsidiaries is or may become bound to redeem a security of the Company or any of its subsidiaries, (vi) there are no securities or instruments containing anti-dilution or similar provisions that will be triggered by the issuance of the Shares as described in this Agreement and (vii) the Company does not have any stock appreciation rights or "phantom stock" plans or agreements or any similar plan or agreement. The Company has furnished to the Purchaser true and correct copies of the Certificate of Incorporation, and the Company's Bylaws, and summaries of the terms of all securities convertible into or exercisable for Common Stock, if any, and copies of any documents containing the material rights of the holders thereof in respect thereto.

3.4          Issuance of Shares . Upon issuance and payment therefor in accordance with the terms and conditions of this Agreement, the Shares shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. Upon issuance in accordance with the terms and conditions of this Agreement, the Shares shall be validly issued, fully paid and nonassessable and free from all taxes, liens, charges, restrictions, rights of first refusal and preemptive rights with respect to the issue thereof, with the holders being entitled to all rights accorded to a holder of Common Stock. The Shares have been duly authorized and reserved for issuance upon purchase under this Agreement.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

3.5          No Conflicts . The execution, delivery and performance of the Transaction Documents by the Company and the consummation by the Company of the transactions contemplated hereby and thereby (including, without limitation, the reservation and issuance of the Shares) will not (i) result in a violation of the Certificate of Incorporation, any Certificate of Designations, Preferences and Rights of any outstanding series of preferred stock of the Company or the Bylaws or (ii) conflict with, or constitute default (or an event which with notice or lapse of time or both would become a default) under, or give to others any rights of termination, amendment, acceleration or cancellation of, any agreement, indenture or instrument to which the Company or any of its subsidiaries is a party, or result in a violation of any law, rule, regulation, order, judgment or decree (including federal and state securities laws and regulations applicable to the Company or any of its subsidiaries) or by which any property or asset of the Company or any of its subsidiaries is bound or affected, except in the case of conflicts, defaults, terminations, amendments, accelerations, cancellations and violations under clause (ii), which could not reasonably be expected to result in a Material Adverse Effect. Neither the Company nor its subsidiaries is in violation of any term of or in default under its Certificate of Incorporation, any Certificate of Designation, Preferences and Rights of any outstanding series of preferred stock of the Company or Bylaws or their organizational charter or bylaws, respectively. Neither the Company nor any of its subsidiaries is in violation of any term of or is in default under any material contract, agreement, mortgage, indebtedness, indenture, instrument, judgment, decree or order or any statute, rule or regulation applicable to the Company or its subsidiaries, except for possible conflicts, defaults, terminations or amendments that could not reasonably be expected to have a Material Adverse Effect. The business of the Company and its subsidiaries is not being conducted, and shall not be conducted, in violation of any law, ordinance, regulation of any governmental entity, except for possible violations, the sanctions for which either individually or in the aggregate could not reasonably be expected to have a Material Adverse Effect. Except as specifically contemplated by this Agreement and as required under the Securities Act or applicable state securities laws, the Company is not required to obtain any consent, authorization or order of, or make any filing or registration with, any court or governmental agency or any regulatory or self-regulatory agency in order for it to execute, deliver or perform any of its obligations under or contemplated by the Transaction Documents in accordance with the terms hereof or thereof. Except as set forth elsewhere in this Agreement, all consents, authorizations, orders, filings and registrations which the Company is required to obtain pursuant to the preceding sentence shall be obtained or effected on or prior to the Commencement Date. Since one year prior to the date hereof, the Company has not received nor delivered any notices or correspondence from or to the OTCQB or any other exchange on which any of the securities of the Company are listed or designated (the “ Principal Market ”). The Principal Market has not commenced any delisting proceedings against the Company.

3.6          SEC Documents; Financial Statements . The Company has filed all reports, schedules, forms, statements and other documents required to be filed by the Company under the Securities Act and the Exchange Act, including pursuant to Section 13(a) or 15(d) thereof, for the twelve months preceding the date hereof (or such shorter period as the Company was required by law or regulation to file such material) (the foregoing materials, including the exhibits thereto and documents incorporated by reference therein, being collectively referred to herein as the “ SEC Documents ”) on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Documents prior to the expiration of any such extension. As of their respective dates, the SEC Documents complied in all material respects with the requirements of the Securities Act and the Exchange Act, as applicable. None of the SEC Documents, when filed, contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Documents comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing. Such financial statements have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved (“ GAAP ”), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain all footnotes required by GAAP, and fairly present in all material respects the financial position of the Company and its consolidated subsidiaries as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, immaterial, year-end audit adjustments. Except as set forth in the SEC Documents, the Company has received no notices or correspondence from the SEC for the one year preceding the date hereof. The SEC has not commenced any enforcement proceedings against the Company or any of its subsidiaries.

3.7          Absence of Certain Changes . Except as disclosed in the SEC Documents, since June 30, 2017, there has been no material adverse change in the business, properties, operations, financial condition or results of operations of the Company or its subsidiaries. The Company has not taken any steps, and does not currently expect to take any steps, to seek protection pursuant to any Bankruptcy Law nor does the Company or any of its subsidiaries have any knowledge or reason to believe that its creditors intend to initiate involuntary bankruptcy or insolvency proceedings. The Company is financially solvent and is generally able to pay its debts as they become due.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

3.8          Absence of Litigation . Other than as set forth in the SEC Documents, there is no action, suit, proceeding, inquiry or investigation before or by any court, public board, government agency, self-regulatory organization or body pending or, to the knowledge of the Company or any of its subsidiaries, threatened against or affecting the Company, the Common Stock or any of the Company's or its subsidiaries' officers or directors in their capacities as such, which could reasonably be expected to have a Material Adverse Effect.

3.9          Acknowledgment Regarding Purchaser’s Status . The Company acknowledges and agrees that the Purchaser is acting solely in the capacity of arm's length purchaser with respect to the Transaction Documents and the transactions contemplated hereby and thereby. The Company further acknowledges that the Purchaser is not acting as a financial advisor or fiduciary of the Company (or in any similar capacity) with respect to the Transaction Documents and the transactions contemplated hereby and thereby and any advice given by the Purchaser or any of its representatives or agents in connection with the Transaction Documents and the transactions contemplated hereby and thereby is merely incidental to the Purchaser's purchase of the Shares. The Company further represents to the Purchaser that the Company's decision to enter into the Transaction Documents has been based solely on the independent evaluation by the Company and its representatives and advisors.

3.10        No General Solicitation; No Integrated Offering . Neither the Company, nor any of its affiliates, nor any Person acting on its or their behalf, has engaged in any form of general solicitation or general advertising (within the meaning of Regulation D under the Securities Act) in connection with the offer or sale of the Shares. Neither the Company, nor or any of its affiliates, nor any Person acting on their behalf has, directly or indirectly, made any offers or sales of any security or solicited any offers to buy any security, under circumstances that would require registration of the offer and sale of any of the Shares under the Securities Act, whether through integration with prior offerings or otherwise, or cause this offering of the Shares to be integrated with prior offerings by the Company in a manner that would require stockholder approval pursuant to the rules of the Principal Market. The issuance and sale of the Shares hereunder does not contravene the rules and regulations of the Principal Market.

3.11        Intellectual Property Rights . The Company and its subsidiaries own or possess adequate rights or licenses to use all material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, governmental authorizations, trade secrets and rights necessary to conduct their respective businesses as now conducted. None of the Company's material trademarks, trade names, service marks, service mark registrations, service names, patents, patent rights, copyrights, inventions, licenses, approvals, government authorizations, trade secrets or other intellectual property rights have expired or terminated, or, by the terms and conditions thereof, could expire or terminate within two years from the date of this Agreement. The Company and its subsidiaries do not have any knowledge of any infringement by the Company or its subsidiaries of any material trademark, trade name rights, patents, patent rights, copyrights, inventions, licenses, service names, service marks, service mark registrations, trade secret or other similar rights of others, or of any such development of similar or identical trade secrets or technical information by others, and there is no claim, action or proceeding being made or brought against, or to the Company's knowledge, being threatened against, the Company or its subsidiaries regarding trademark, trade name, patents, patent rights, invention, copyright, license, service names, service marks, service mark registrations, trade secret or other infringement, which could reasonably be expected to have a Material Adverse Effect.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

3.12        Environmental Laws . The Company and its subsidiaries (i) are in compliance with any and all applicable foreign, federal, state and local laws and regulations relating to the protection of human health and safety, the environment or hazardous or toxic substances or wastes, pollutants or contaminants (“ Environmental Laws ”), (ii) have received all permits, licenses or other approvals required of them under applicable Environmental Laws to conduct their respective businesses and (iii) are in compliance with all terms and conditions of any such permit, license or approval, except where, in each of the three foregoing clauses, the failure to so comply could not reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect.

3.13        Title . The Company and its subsidiaries have good and marketable title in fee simple to all real property owned by them and good and marketable title in all personal property owned by them that is material to the business of the Company and its subsidiaries, in each case free and clear of all liens, encumbrances and defects (“ Liens ”) and, except for Liens as do not materially affect the value of such property and do not materially interfere with the use made and proposed to be made of such property by the Company and its subsidiaries and Liens for the payment of federal, state or other taxes, the payment of which is neither delinquent nor subject to penalties. Any real property and facilities held under lease by the Company and its subsidiaries are held by them under valid, subsisting and enforceable leases with which the Company and its subsidiaries are in compliance with such exceptions as are not material and do not interfere with the use made and proposed to be made of such property and buildings by the Company and its subsidiaries.

3.14        Insurance . The Company and each of its subsidiaries are insured by insurers of recognized financial responsibility against such losses and risks and in such amounts as management of the Company believes to be prudent and customary in the businesses in which the Company and its subsidiaries are engaged. Neither the Company nor any such Subsidiary has been refused any insurance coverage sought or applied for and neither the Company nor any such Subsidiary has any reason to believe that it will not be able to renew its existing insurance coverage as and when such coverage expires or to obtain similar coverage from similar insurers as may be necessary to continue its business at a cost that would not materially and adversely affect the condition, financial or otherwise, or the earnings, business or operations of the Company and its subsidiaries, taken as a whole.

3.15        Regulatory Permits . The Company and its subsidiaries possess all material certificates, authorizations and permits issued by the appropriate federal, state or foreign regulatory authorities necessary to conduct their respective businesses, and neither the Company nor any such Subsidiary has received any notice of proceedings relating to the revocation or modification of any such certificate, authorization or permit.

3.16        Tax Status . The Company and each of its subsidiaries has made or filed all federal and state income and all other material tax returns, reports and declarations required by any jurisdiction to which it is subject (unless and only to the extent that the Company and each of its subsidiaries has set aside on its books provisions reasonably adequate for the payment of all unpaid and unreported taxes) and has paid all taxes and other governmental assessments and charges that are material in amount, shown or determined to be due on such returns, reports and declarations, except those being contested in good faith and has set aside on its books provision reasonably adequate for the payment of all taxes for periods subsequent to the periods to which such returns, reports or declarations apply. There are no unpaid taxes in any material amount claimed to be due by the taxing authority of any jurisdiction, and the officers of the Company know of no basis for any such claim.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

3.17        Transactions With Affiliates . Except as set forth in the SEC Documents, none of the officers or directors of the Company and, to the knowledge of the Company, none of the employees of the Company is presently a party to any transaction with the Company or any Subsidiary (other than for services as employees, officers and directors), including any contract, agreement or other arrangement providing for the furnishing of services to or by, providing for rental of real or personal property to or from, or otherwise requiring payments to or from any officer, director or such employee or, to the knowledge of the Company, any entity in which any officer, director, or any such employee has a substantial interest or is an officer, director, trustee or partner, in each case in excess of $120,000 other than for (i) payment of salary or consulting fees for services rendered, (ii) reimbursement for expenses incurred on behalf of the Company and (iii) other employee benefits, including stock option agreements under any stock option plan of the Company.

3.18        Application of Takeover Protections . The Company and its board of directors have taken or will take prior to the Commencement Date all necessary action, if any, in order to render inapplicable any control share acquisition, business combination, poison pill (including any distribution under a rights agreement) or other similar anti-takeover provision under the Certificate of Incorporation or the laws of the state of its incorporation which is or could become applicable to the Purchaser as a result of the transactions contemplated by this Agreement, including, without limitation, the Company's issuance of the Shares and the Purchaser's ownership of the Shares.

3.19        Disclosure . Except with respect to the material terms and conditions of the transactions contemplated by the Transaction Documents that will be timely publicly disclosed by the Company, the Company confirms that neither it nor any other Person acting on its behalf has provided the Purchaser or its agents or counsel with any information that it believes constitutes or might constitute material, non-public information which is not otherwise disclosed in the Registration Statement or the SEC Documents. The Company understands and confirms that the Purchaser will rely on the foregoing representation in effecting purchases and sales of securities of the Company. All of the disclosure furnished by or on behalf of the Company to the Purchaser regarding the Company, its business and the transactions contemplated hereby, including the disclosure schedules to this Agreement, is true and correct and does not contain any untrue statement of a material fact or omit to state any material fact necessary in order to make the statements made therein, in light of the circumstances under which they were made, not misleading. The press releases disseminated by the Company during the twelve months preceding the date of this Agreement taken as a whole do not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made and when made, not misleading. The Company acknowledges and agrees that the Purchaser neither makes nor has made any representations or warranties with respect to the transactions contemplated hereby other than those specifically set forth in Section 3 hereof.

3.20        Foreign Corrupt Practices . Neither the Company, nor to the knowledge of the Company, any agent or other Person acting on behalf of the Company, has (i) directly or indirectly, used any funds for unlawful contributions, gifts, entertainment or other unlawful expenses related to foreign or domestic political activity, (ii) made any unlawful payment to foreign or domestic government officials or employees or to any foreign or domestic political parties or campaigns from corporate funds, (iii) failed to disclose fully any contribution made by the Company (or made by any Person acting on its behalf of which the Company is aware) which is in violation of law, or (iv) violated in any material respect any provision of the Foreign Corrupt Practices Act of 1977, as amended.

3.21        DTC Eligibility . The Company, through the Transfer Agent, currently participates in the DTC Fast Automated Securities Transfer (FAST) Program and the Common Stock can be transferred electronically to third parties via the DTC Fast Automated Securities Transfer (FAST) Program.

[*] = Certain confidential information contained in this document, marked by brackets, has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

3.22        Sarbanes-Oxley . The Company is in compliance with all provisions of the Sarbanes-Oxley Act of 2002, as amended, which are applicable to it as of the date hereof.

3.23        Certain Fees . No brokerage or finder’s fees or commissions are or will be payable by the Company to any broker, financial advisor or consultant, finder, placement agent, investment banker, bank or other Person with respect to the transactions contemplated by the Transaction Documents. The Purchaser shall have no obligation with respect to any fees or with respect to any claims made by or on behalf of other Persons for fees of a type contemplated in this Section 4(w) that may be due in connection with the transactions contemplated by the Transaction Documents. Investment Company . The Company is not, and immediately after receipt of payment for the Shares will not be required to register as, an “investment company” within the meaning of the Investment Company Act of 1940, as amended.

3.24        Listing and Maintenance Requirements . The Common Stock is registered pursuant to Section 12(g) of the Exchange Act, and the Company has taken no action designed to, or which to its knowledge is likely to have the effect of, terminating the registration of the Common Stock pursuant to the Exchange Act nor has the Company received any notification that the SEC is currently contemplating terminating such registration. The Company has not, in the twelve (12) months preceding the date hereof, received any notice from any Person to the effect that the Company is not in compliance with the listing or maintenance requirements of the Principal Market. The Company is, and has no reason to believe that it will not in the foreseeable future continue to be, in compliance with all such listing and maintenance requirements.

3.25        Accountants . The Company’s accountants are set forth in the SEC Documents and, to the knowledge of the Company, such accountants are an independent registered public accounting firm as required by the Securities Act.