AUCTION SALE AGREEMENT

Exhibit 10.7

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AUCTION SALE AGREEMENT

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HOLLAND INDUSTRIAL GROUP LLC, together with FEDERAL EQUIPMENT COMPANY, and CAPITAL RECOVERY GROUP LLC (collectively, the “Auctioneers”) which will act jointly and severally as the exclusive agents on behalf of IBIO INC (“IBIO”) pursuant to this agreement  (the “Agreement”), dated February 10, 2023 (the “Effective Date”) for the sale at public auction (the “Auction”) or by negotiated sales (“Negotiated Sales”) of equipment and other tangible personal property (collectively, the “Equipment”) located at IBIO’s facility at ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇, ▇▇▇▇▇ ▇▇ ▇▇▇▇▇ (the “Facility”) upon the following terms and conditions:

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The Auction will be conducted as an online Auction on the Internet through an Internet provider selected by Auctioneers (the “Internet Provider”) commencing on a mutually agreed upon date to be scheduled following the Effective Date of this Agreement.

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▇.▇▇▇▇▇▇▇▇▇ TO BE SOLD.

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The Equipment to be sold shall include all of the Equipment at the Facility designated by  IBIO for sale as per Exhibit A. Once an item of Equipment is advertised for sale by Auctioneers it shall remain available for sale unless otherwise agreed in writing by Auctioneers, which shall not be unreasonably withheld, conditioned or delayed.

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Prior to the Auction, Auctioneers will conduct a promotional marketing campaign for the sale of the Equipment utilizing digital publication on Industry websites, Internet publication on Auctioneers’ Websites and the Internet Provider’s Website, emails to Auctioneers’ subscriber lists and by such other means as Auctioneers deem appropriate in their professional judgment.

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Auctioneers’ customer lists, which have been developed over years of auction selling to customers throughout the world will be used for marketing the sale of the Equipment.

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A detailed catalog listing each item of Equipment with photographs and a description will be prepared by Auctioneers, posted on Auctioneers’ Websites and the Internet Provider’s Website.

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▇.▇▇▇▇ PREPARATION; LABOR & ACCESS TO FACILITY.

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Auctioneers will supervise and direct the preparation of the Equipment for sale no later than [DATE].  IBIO, at its expense, shall provide at least one (1) person, upon a mutually agreed upon date for a period not to exceed two (2) business days, reasonably familiar with the Equipment at the Facility to answer questions from Auctioneers relating to all matters relating to the preparation, inspection, sale and removal of the Equipment.

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Auctioneers and their representatives shall, at no additional cost and expense be permitted reasonable access to the Facility during IBIO’s standard business hours starting upon a mutually agreed upon date through the Removal Period (as defined in Section 7 below) and provided with normal utility service for water, sewer, heat and electricity (collectively, the “Utilities”) to prepare for and conduct the Auction and for the removal of the Equipment by the purchasers (the “Purchaser”) and their riggers following its sale.  Prospective purchasers are to be permitted to inspect the Equipment at the Facility on the day before commencement of the Auction and at other times by appointment made in advance with IBIO.

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Prior to the sale of any of the Equipment, IBIO, at its sole cost and expense, shall remove all chemicals, hazardous materials and toxic substances as defined in any applicable environmental laws, rules and regulations (“Hazardous Materials”) contained in the Equipment and in any of the lines running to and from the Equipment, with the exception for any lines, lubricants or other materials reasonable required for the storage, operation and maintenance of the Equipment, as reasonably determined by IBIO.

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5.EXPENSES.

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All marketing expenses for promoting the sale and all labor, travel, lodging and other necessary expenses for Auctioneers’ personnel to prepare for and conduct the Auction and conclude the sale of the Equipment have been budgeted not to exceed Two Hundred Thousand Dollars ($200,000) (the “Expenses”).  The Expenses will be advanced by ▇▇▇▇▇▇▇▇▇▇▇ and reimbursed out of the proceeds from the sale of the Equipment as provided in Section 10 below.

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The Equipment to be sold at the Auction will be sold to the highest bidders for cash. At the time of the Auction, IBIO represents, warrants and covenants that IBIO is authorized to execute and perform its obligations under this Agreement, has the right to sell the Equipment, has good and marketable title to the Equipment, and, to its knowledge, all Equipment will be free and clear of all liens, claims and encumbrances of any kind or nature. Auctioneers will be auctioning the Equipment on an “as is,” “where is” and “with all faults” basis.  Auctioneers will consult with IBIO regarding the manner and method of Auction but shall have the right to present the Equipment and conduct the Auction using their best efforts provided, however in the manner, and utilizing the methods, that they deem in their professional judgment to be appropriate.

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All bidders will be required to register with Auctioneers and the Internet Provider prior to bidding and agree to be bound by the Terms of Sale established by Auctioneers and the Internet Provider; provided, however, such Terms of Sale shall not provide any representations, warrants or covenants from IBIO without its express prior consent.

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With the prior written approval of IBIO, Equipment may be sold by Negotiated Sales before the Auction.

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The sale of an item of will be considered final once the item has been paid for at the Auction (or in a Negotiated Sale).  In the event payment is not made for an item bid upon at the Auction, the item shall be considered a “non-sale.”  Auctioneers in conjunction with IBIO shall use their best efforts to resell any non-sale item following the Auction by Negotiated Sales.

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7.REMOVAL.

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Removal of the Equipment shall be done by qualified riggers at the expense, risk and liability of the Purchasers, including, without limitation, liability for any damages to the Facility or for any environmental conditions that may be caused or exacerbated in connection with the removal of the Equipment.  Auctioneers will assist in identifying qualified riggers with the understanding that the riggers will not be employees or agents of Auctioneers, and  will be engaged by the Purchasers, perhaps as independent contractors.  Removal parameters for the removal by the selected riggers will be pursuant to terms and conditions mutually agreed to in writing by ▇▇▇▇▇▇▇▇▇▇ and IBIO.  Neither Auctioneers nor IBIO shall have any liability for any damages or injuries to persons or property in connection with removal of the Equipment.   Purchasers will be required to remove all Equipment following the Auction within a period no later than April 28^th 2023 (the “Removal Period”).  All riggers prior to commencement of removal will be required to furnish a certificate of insurance for general liability insurance with limits of no less than Two Million Dollars ($2,000,000) per occurrence with financially sound, duly licensed and reputable insurers on account of injury or damage to persons or property at the Facility, naming IBIO and Auctioneers as additional insureds.  During the Removal Period, the Purchasers and their riggers, while in coordination with Auctioneers, shall be given access to the Facility by IBIO during IBIO’s normal business hours with 48 hours in advance notice and provided with the utilities at no cost to remove their purchases.  If the Purchaser or their riggers do not show after the confirmation by IBIO of a pick-up date, IBIO may reschedule an alternative date in their reasonable discretion.  If a Purchaser, or their riggers, never picks up their items from the Auction after  reasonable efforts by IBIO to make these arrangements (a “No-Show”), the proceeds from any sale of a No Show shall be credited towards the Sales Proceeds regardless of whether the Purchaser ever takes possession of those items or not.  The Auctioneers will supervise the Purchasers are removing only the Equipment they purchased, and be present at the Facility when the Purchasers and their riggers remove their purchases.  Notwithstanding the foregoing, if any Purchaser does not remove their purchases prior to the end of the Removal Period, the Auctioneers will remove such purchases from the facility no later than May 1, 2023.

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From the Effective Date until the Removal Period, IBIO shall be responsible, at its sole cost and expense, for all reasonable security at the Facility before, during and through the Removal Period, and shall be responsible for all risk of loss or damage to the Equipment until it is paid for by the Purchasers and removed by the Purchasers, except for any loss or damage to either: (i) the Equipment caused by Auctioneers or their employees, agents or representatives, or (ii) the Facility or the Equipment caused by the Purchasers or their employees, agents, or representatives, including but not limited to the rigger removing items on behalf of any Purchaser.

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9.AUCTIONEERS’ COMPENSATION.

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a.Guaranteed Amount.  Auctioneer hereby guarantees that the aggregate amount of the gross proceeds from the sale of the Equipment (“Sale Proceeds”) shall be an amount at least equal to Two Million One Hundred Thousand Dollars ($2,100,000) (the “Guaranteed Amount”).  As used herein, “Sale Proceeds” excludes any and all Buyer’s Premium (as that term is defined

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in Section 9c below).

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b.Initial Deposit; Balance of Remaining Guaranteed Amount. Within five (5) business days after IBIO provides Auctioneer with evidence reasonably satisfactory to Auctioneer that IBIO will deliver free and clear title to the Equipment, including the payment of any Personal Property Taxes as set forth in Section 9e below, if any, Auctioneer shall pay to IBIO as an advance the sum of by certified check or wire transfer of immediately available funds, representing one hundred percent (100 %) of the Guaranteed Amount  (“Initial Deposit”). IBIO shall have the right to terminate this Agreement effective immediately if Auctioneer fails to pay IBIO in accordance with this Section 9b.

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c.Auctioneer's Compensation.  Provided that Auctioneer has paid the Initial Deposit to IBIO pursuant to the terms of the immediately preceding Section 9b, IBIO hereby agrees that: (i) Auctioneer shall retain the portion of the Sale Proceeds in an amount not to exceed the Guaranteed Amount; and (ii) Auctioneer shall retain the portion of Sale Proceeds, if any, after subtracting the Guaranteed Amount there from, in the amount not to exceed the Expenses, as defined in Section 5.  Auctioneer shall also charge Purchasers and retain a buyer’s premium (the “Buyer’s Premium”) equal to a percent to be determined by Auctioneer of the gross purchase price as compensation to Auctioneer for all Equipment sold prior to, during and after the Auction (including any Negotiated Sales), which shall be payable by each Purchaser in addition to the purchase price bid. Auctioneer intends to charge a Buyer’s Premium of eighteen percent (18%), which shall not be increased without the prior written consent of IBIO.

▇.▇▇▇▇ Expenses.  Subject to Section 5 above and in accordance with Section 9a-c above, Auctioneer shall be entitled to be reimbursed for Expenses.  Notwithstanding the foregoing, expenses related to the use of the Facility (for example, utilities, trash removal, internet service, rent, insurance for the Subject Premises, etc.), shall be paid for solely by IBIO and not be part of the Expenses reimbursed to Auctioneer.  For purposes of clarification, IBIO shall be entitled to charge any costs or expense related to the disposal of any Equipment purchased by the Purchaser and not removed prior to the Removal Period  and which are incurred after the Removal Period to the Purchaser as a condition of the removal of any Equipment purchased.

e.Personal Property Taxes.  If applicable, IBIO is responsible for paying all Personal Property Taxes on the Equipment for taxes due and owing but unpaid and taxes for the entire calendar year 2022/2023 which have been assessed against IBIO for the Equipment for the year 2022/2023 but may not yet be due and owing (collectively the “Personal Property Taxes”).  Before Auctioneer directs final payment of the Sales Proceeds, as provided in this Agreement, IBIO will provide Auctioneer paid receipts from the taxing municipality evidencing IBIO’s payment of all Personal Property Taxes.  In the event that Auctioneer receives evidence of IBIO not paying all Personal Property Taxes on the Equipment for taxes due and owing pursuant to this Section 9e, Auctioneer shall provide such evidence promptly to IBIO, and Auctioneer may deduct from the Sales Proceeds the amount of such Personal Property Taxes and pay them to the taxing authority directly within 10 business days after the Auction has ended.

f.Upside Sharing. In addition to ▇▇▇▇▇▇▇▇▇▇’s obligation to deliver the Guaranteed Amount pursuant to Section 9a hereof, if applicable, Auctioneer agrees to deliver to IBIO per the

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following formula:

i.the Guaranteed Amount;

ii.Any Sale Proceeds over $2,300,000 will be split 80:20 in favor of IBIO (with Sales Proceeds between $2,100,000 and $2,300,000 remitted to Auctioneer for Expenses); and

iii.Auctioneer shall be entitled to the Buyer’s Premium on the sale of all items.

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Auctioneers will maintain accurate records of the bidding during the Auction and accurate records of all Negotiated Sales.  A preliminary accounting for all items sold at the Auction will be provided to IBIO immediately following the Auction.

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All Sales Proceeds from the Auction of the Equipment will be collected by Auctioneers.  Auctioneers will deliver to IBIO an itemized accounting setting forth the purchase price for each item sold together with an itemization of Sale Expenses within Fourteen (14) calendar days of the Auction.   At the time of the delivery of the accounting, remittance will be made to IBIO of the Sales Proceeds, less the Guaranteed Amount, Expenses, and the portion of Sales Proceeds due to Auctioneer (which are over $2,300,000) pursuant to Section 9f (iii). All amounts in this Agreement are to be paid in U.S. Dollars.

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Copies of all records of the sale of the Equipment shall be maintained at Auctioneers’ offices for a period of one (1) year following completion of the Auction and at all times during that one (1) year period shall be available to IBIO upon reasonable advance notice.

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11.UTILITY DISCONNECTION AND EQUIPMENT REMOVAL.

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The Purchasers at the Auction shall be solely responsible for disconnecting any utilities from the Equipment and rigging and shipping the purchased Equipment.  Under no circumstances shall IBIO be responsible for Equipment removal or utility disconnection unless IBIO specifically is requested and agrees to do so. All Equipment purchased must be removed from the Facility by the end of the Removal Period.  The Equipment shall be removed in a workmanlike manner under Auctioneers’ direct supervision, provided however, Auctioneer has no responsibility for supervising the Facility or providing security to protect the Facility or any of its contents, including the Equipment, from theft, vandalism, casualty or other damage at any time before, during or after the Removal Period.  Subject to the limitations of liability set forth in Section 19, Auctioneer will instruct all Purchasers to remove oils or other fluids that any such Purchaser drained or caused to be drained from any of the Equipment before such Purchaser removes such Equipment from the Facility. Any oils or other fluids taken from any Equipment, if not removed by the Purchaser, will remain the responsibility of Auctioneer to store and/or remove from the Facility. Unless included in Exhibit A, under no circumstances will Auctioneer ever be responsible for draining, collecting, cleaning, storing or removing any oils, fluids or any other Hazardous Materials which is located on the Facility, whether as part of Equipment or separately contained or occurring.

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12.USE OF PREMISES.

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IBIO authorizes Auctioneer and its representatives to enter upon and use the Facility for the purposes of a) storing the Equipment thereupon; b) preparing for and conducting the Auction (or Negotiated Sales); c) otherwise exhibiting the Equipment to prospective purchasers; and d) with IBIO’s prior consent, for such other purposes as are reasonably and necessary to conduct the Auction and all manner of sales public or private.  IBIO agrees that Auctioneer will have rent-free use of the Facility until completion of the project but in no event beyond the Removal Period.  ▇▇▇▇ further agrees that it will furnish utilities, heating and proper lighting necessary to prepare for and conduct the Auction at IBIO’s sole expense. The Auctioneer will leave the Facility in the same general condition that the Facility is in currently (wear and tear excepted).  Notwithstanding the foregoing, IBIO acknowledges that Auctioneer shall remove all items in EXHIBIT A on or before May 1, 2023 .

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13.ENVIRONMENTAL MATTERS.

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Auctioneers shall have no liability or responsibility with respect to any environmental conditions or matters or Hazardous Materials with respect to the Equipment and the Facility, including, without limitation, any responsibility for any Hazardous Materials contained in any of the Equipment or for any environmental conditions that may be caused or exacerbated in connection with the removal of the Equipment.  IBIO will undertake all reasonable precautions to ensure that Hazardous Materials, if any, at the Facility and in the Equipment do not become exposed to the Purchasers or Auctioneers’ personnel.

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If requested by the Purchaser, IBIO will provide a bill of sale in order to warrant to the Purchasers of the Equipment that IBIO has the right to sell the Equipment and that to its knowledge, the Equipment will be sold with good and marketable title to the Purchasers free and clear of all liens, claims, restrictions and encumbrances of any kind or nature.

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Auctioneers shall carry general liability insurance with limits of no less than Two Million Dollars ($2,000,000) in the aggregate with financially sound, duly licensed and reputable insurers on account of injury or damage to persons or property at the Facility, naming IBIO as an additional insured. Prior to entering the Facility to prepare for the sale of the Equipment, Auctioneers shall furnish IBIO with a certificate evidencing such coverage.  Throughout the duration of this Agreement, IBIO shall maintain property and casualty insurance on the Equipment and any insurance required on the Facility, naming Auctioneer as additional insured.  Should an insurance claim be required due to damage to any of the Equipment (sold pursuant to Section 6) because of fire, theft, flood, etc., IBIO will be solely responsible for filing any such claim and any insurance proceeds due shall be deemed part of the Sales Proceeds of the Auction and distributed in accordance with Section 9 above.  Risk of loss to the Equipment due to theft or vandalism remains with IBIO until the Equipment is paid for at the Auction by a Purchaser.

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16. INDEMNIFICATION.

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▇▇▇▇ agrees to indemnity and hold Auctioneer, their members, directors, officers, shareholders, agents and employees (each an “Auctioneer Indemnitee”) harmless from any third

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party claims, causes of action, damages and liabilities of any kind (each a “Claim”) arising from or in connection with: (i) any breach of the warranties contained in Section 6 directly relating to the Equipment made by IBIO to Auctioneer, or (ii) any material breach of the remaining provisions of this Agreement by IBIO, except if and to the extent that any such Claim has resulted from any fraud, intentional misconduct, willful misconduct, or failure to comply with applicable laws by any Auctioneer Indemnitees in connection with the performance of this Agreement.

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Auctioneer agrees to indemnify and hold IBIO, its subsidiary iBio CDMO LLC, and their respective directors, officers, employees, shareholders, agents and advisors (each an “IBIO Indemnitee”) harmless from any Claims arising from or in connection with (i) any material breach of the Agreement by Auctioneer, or (ii) any fraud, intentional misconduct, willful misconduct, or failure to comply with applicable laws by any Auctioneer Indemnitees in connection with the performance of this Agreement.

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In the event an Indemnitee seeks indemnification hereunder, it shall (a) inform the indemnifying party of the Claim as soon as reasonably practicable after it receives notice of the same, (b) permit the indemnifying party to assume direction and control of the defense or investigation of the Claim at the expense of the indemnifying party (including the right to settle the claim solely for monetary consideration provided that the Indemnitee receives a full and unconditional release of the Claim in connection therewith) and (c) cooperate as requested (at the expense of the indemnifying party) in the defense of the Claim. The failure of an Indemnitee to perform any obligations under this Section shall not relieve the indemnifying party of its obligations under this Section, except to the extent that the indemnifying party can demonstrate that defense of the Claim has been materially affectedy as a result of such failure.

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17.GOVERNING LAW.

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This Agreement is executed in and shall be governed by and construed under, the laws of the State of Delaware.

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18. BINDING ARBITRATION CLAUSE

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THE PARTIES HEREBY WAIVE THEIR RIGHT TO A JURY TRIAL. ANY CONTROVERSY OR CLAIM ARISING OUT OF CONTRACT, TORT, STATUTE OR OTHERWISE (INCLUDING THE INTERPRETATION OF THIS ARBITRATION CLAUSE, AND THE ARBITRABILITY OF THIS CLAIM OR DISPUTE BETWEEN THE PARTIES HERETO AND/OR ANY OF THEIR RESPECTIVE EMPLOYEES, AGENTS, SUCCESSORS, ASSIGNS, OR CONSIGNORS, SHALL BE SETTLED BY ARBITRATION ADMINISTERED BY JUDICIAL ARBITRATION AND MEDIATION SERVICES, INC., UNDER JAMS COMPREHENSIVE ARBITRATION RULES & PROCEDURES. THE NUMBER OF ARBITRATORS SHALL BE ONE (1). THE PARTIES AGREE THAT THEY SHALL EACH BE RESPONSIBLE FOR THEIR OWN ARBITRATION FEES AND COSTS UNTIL SUCH TIME AS THE ARBITRATOR AWARDS ARBITRATION COSTS TO THE PREVAILING PARTY. THE ARBITRATION SHALL BE HELD NEW CASTLE COUNTY, DELAWARE. JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. THIS AGREEMENT SHALL BE CONSTRUED AND INTERPRETED ACCORDING TO THE LAWS OF THE STATE OF DELAWARE. IF ANY ACTION BASED ON THE PERFORMANCE, BREACH OR INTERPRETATION OF THIS CONTRACT IS BROUGHT, THE PREVAILING PARTY IN SUCH ACTION AS DETERMINED BY THE ARBITRATOR SHALL BE ENTITLED TO RECOVER FROM

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THE LOSING PARTY ALL ACTUAL AND DOCUMENTED COSTS, EXPENSES OF ARBITRATION, AND REASONABLE ATTORNEY'S FEES. ANY AWARD OF THE ARBITRATOR SHALL BE IN WRITING AND WILL BE FINAL AND BINDING ON ALL PARTIES, SUBJECT TO ANY LIMITED RIGHT OF APPEAL UNDER THE FEDERAL ARBITRATION ACT.

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19.LIMITATION OF LIABILITY.

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Auctioneer has the obligations set forth in this Agreement but in no event, and regardless of any undertaking by Auctioneer in this Agreement, in any other document, or made without a writing, shall Auctioneer have any liability to IBIO which exceeds the amount equal to the total Sales Proceeds retained by Auctioneer plus the amount of Buyer’s Premium collected by the Auctioneer.

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TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE OR HAVE ANY LIABILITY UNDER THIS AGREEMENT FOR ANY INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOST PROFITS OR LOSS OF REVENUE ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

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20.DISCLAIMER OF WARRANTIES.

WITH THE EXCEPTION OF THE EXPRESS WARRANTIES OR REPRESENTATIONS CONTAINED IN SECTION 6 OF THIS AGREEMENT, IBIO HAS NOT HERETOFORE MADE AND DOES NOT HEREBY MAKE ANY WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE EQUIPMENT, INCLUDING, WITHOUT LIMITATION, WITH RESPECT TO THE QUALITY, QUANTITY, CONDITION, VALUE, QUIET ENJOYMENT, MERCHANTABILITY, OR FITNESS FOR ANY PURPOSE WHATSOEVER.  THE EQUIPMENT IS SOLD AND ASSIGNED “AS IS,” “WHERE IS”.

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21.COUNTERPARTS; FACSIMILE SIGNATURES.

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This Agreement may be executed in any number of counterparts, each of which, when executed, will be deemed to be an original and all of which, when taken together, will be deemed to be but one and the same legally enforceable and binding instrument.  Delivering signatures via facsimile  or electronic transmission in .pdf format shall be an acceptable means of executing this Agreement and signatures so delivered shall be treated as originals and be fully binding on the signing party.

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22. SEVERABILITY.

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The provisions of this Agreement shall be severable.  Should any part, term or provision of this Agreement be construed by any court of competent jurisdiction to be illegal, invalid or unenforceable for any reason, the legality, validity and enforceability of the remaining parts, terms and provisions shall not be affected thereby.

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23. INDEPENDENT CONTRACTOR.

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Nothing contained in this Agreement will be construed as creating any agency, partnership, joint enterprise or other similar relationship between the parties.  The relationship between the parties will at all times be that of independent contractors.  Neither party will have authority to contract for or bind the other in any manner whatsoever.  This Agreement confers no rights upon either party except those expressly granted herein and does not confer any right upon either party to make any representations or commitment on behalf of the other.

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24.FORCE MAJEURE.

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Neither party will be liable or responsible to the other party, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from acts of God, flood, fire, earthquake, explosion, governmental actions, war, invasion or hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest, national emergency, revolution, insurrection, epidemic, pandemic, lock-outs, strikes or other labor disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay or telecommunication breakdown or power outage, provided that, if the event in question continues for a continuous period in excess of thirty (30) days, either party shall be entitled to give notice in writing to the other to terminate this Agreement. Neither party will be liable for any loss, injury, delays or damages suffered or incurred by the other party due to the above causes or to the termination of the Agreement pursuant to this Section.

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25.COMPLETE AGREEMENT; ASSIGNMENT.

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This Agreement constitutes the entire understanding between the parties and replaces any and all prior agreements related to the Auction.  This Agreement may not be modified or amended except in writing signed by the parties.  This Agreement may not be assigned to any party without the written consent of the other parties.

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26.AUCTIONEER’S TERMS AND CONDITIONS.

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Attached here as Exhibit B are the terms and conditions Auctioneers provide Purchasers and other participants to its auctions and sales.  These terms and conditions will be used for the Auction.   The terms and conditions include terms which give to the Purchasers the same responsibilities as those described in Sections 7 and 11 of this Agreement as being performed by Purchasers, and not IBIO or Auctioneers.

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We thank you for the opportunity to present this Agreement.  Please indicate your acceptance by signing and returning a copy of this Agreement to us and we will schedule the Auction and commence our promotional campaign.

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EXHIBIT A

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[List of Equipment]

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