AMENDMENT TO WARRANT AGREEMENT ONCOBIOLOGICS, INC. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS WARRANT AGENT

Exhibit 10.1

AMENDMENT TO WARRANT AGREEMENT

ONCOBIOLOGICS, INC.

AND

AMERICAN STOCK TRANSFER & TRUST COMPANY, LLC, AS WARRANT AGENT

THIS AMENDMENT, dated February 6, 2017 (“Amendment”), to the Warrant Agreement, dated as of May 18, 2016 (the “Warrant Agreement”), by and between Oncobiologics, Inc., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, LLC, a New York limited liability trust company, as Warrant Agent (the “Warrant Agent”).

WHEREAS, the Company and the Warrant Agent entered into that certain Warrant Agreement relating to, among other things, the issuance of Series A warrants to purchase shares of the Company’s common stock at an exercise price of $6.60 per share (the “Series A Warrants”); and

WHEREAS, pursuant to Section 8.9 of the Warrant Agreement, the Company and the Warrant Agent have agreed to amend the Warrant Agreement to extend the period for exercising the Warrants from February 18, 2017 to February 18, 2018.

NOW, THEREFORE, in consideration of the mutual agreements herein contained, the Company and the Warrant Agent agree as follows:

1. Amendments.

a. Section 3.3.1 of the Warrant Agreement is amended and restated as follows:

“3.3.1 Series A Warrants. Each Series A Warrant may be exercised, in whole or in part, at any time during the period commencing on the Detachment Date and ending at 5:00pm New York City time on February 18, 2018.”

b. The first sentence of Section 3.3.3 of the Warrant Agreement is amended and restated as follows:

“For purposes of this Agreement, the term “Expiration Date” means February 18, 2018 with respect to the Series A Warrants and May 18, 2018 with respect to the Series B Warrants and the term “Exercise Period” means the period during which the Series A Warrant or Series B Warrant, as the case may be, is exercisable, as described in subsection 3.1, 3.3.1 or 3.3.2 hereof.”

2. Counterparts. This Amendment may be executed in any number of original or facsimile counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

[Signature page follows]

IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be duly executed as of the date first above written.

	COMPANY:
	Oncobiologics, Inc.
	By:	/s/ Xxxxxx Xxxxx, Ph.D.
		Name: Xxxxxx Xxxxx, Ph.D.
		Title: President and Chief Executive Officer
	WARRANT AGENT:
	American Stock Transfer & Trust Company, LLC
	By:	/s/ Xxxxxxxx Xxxxxxx
		Name: Xxxxxxxx Xxxxxxx
		Title: Senior Vice President Relationship Management