Exhibit 10.16
INDEMNIFICATION AGREEMENT
This Indemnification Agreement ("Agreement") is made effective as of ,
and is entered into by and between CELLEGY PHARMACEUTICALS, INC., a California
corporation (the "Company"), and ____________________________________
("Indemnitee").
RECITALS
A. The Company and Indemnitee recognize the increasing difficulty in
obtaining directors' and officers' liability insurance, the significant
increases in the cost of such insurance and the general reductions in the
coverage of such insurance.
B. The Company and Indemnitee further recognize the substantial
increase in corporate litigation in general, subjecting officers and directors
to expensive litigation risks at the same time as the availability and coverage
of liability insurance has been severely limited.
C. Indemnitee does not regard the current protection available as
adequate under the present circumstances, and Indemnitee and other officers and
directors of the Company may not be willing to continue to serve as officers and
directors without additional protection.
D. The Company desires to attract and retain the services of highly
qualified individuals, such as Indemnitee, to serve as officers and directors of
the Company and to indemnify its officers and directors so as to provide them
with the maximum protection permitted by law.
THEREFORE, the Company and Indemnitee hereby agree as follows:
1. INDEMNIFICATION.
(a) Third Party Proceedings. The Company shall indemnify
Indemnitee if Indemnitee is or was a party, or is threatened to be made a party
to or witness or other participant in, any threatened, pending or completed
action or proceeding, whether civil, criminal, administrative or investigative
(a "proceeding") (other than a proceeding by or in the right of the Company) by
reason of the fact that Indemnitee is or was a director, officer, employee or
agent of the Company, or any subsidiary of the Company, by reason of any action
or inaction on the part of Indemnitee while an officer or director or by reason
of the fact that Indemnitee is or was serving at the request of the Company as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement (if such settlement is
approved in advance by the Company, which approval shall not be unreasonably
withheld) actually and reasonably incurred by Indemnitee in connection with such
proceeding unless the Company shall establish, in accordance with the procedures
described in Section 2(c) of this Agreement, that Indemnitee did not act in good
faith and in a manner Indemnitee reasonably believed to be in the best interests
of the Company, and, with respect to any criminal proceeding, had no reasonable
cause to believe Indemnitee's conduct was unlawful. The termination of any
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not create a presumption that (i) Indemnitee
did not act in good faith and in a manner which Indemnitee reasonably believed
to be in the best interests of the Company, or (ii) with respect to any criminal
proceeding, Indemnitee had no reasonable cause to believe that Indemnitee's
conduct was unlawful.
(b) Proceedings By or in the Right of the Company. The Company
shall indemnify Indemnitee if Indemnitee was or is a party to or witness or
other participant in, or is threatened to be made a party to or witness or other
participant in, any proceeding by or in the right of the Company or any
subsidiary of the Company to procure a judgment in its favor by reason of the
fact that Indemnitee is or was a director, officer, employee or agent of the
Company, or any subsidiary of the Company, by reason of any action or inaction
on the part of Indemnitee while an officer or director or by reason of the fact
that Indemnitee is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, against expenses (including, without limitation,
attorneys' fees) and, to the fullest extent permitted by law, amounts paid in
settlement, in each case to the extent actually and reasonably incurred by
Indemnitee, in connection with the defense or settlement of such proceeding if
Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in the best interests of the Company and its shareholders, except that no
indemnification shall be made in respect of any proceeding, claim, issue or
matter as to which Indemnitee shall have been finally adjudicated by court order
or judgment to be liable to the Company in the performance of Indemnitee's duty
to the Company and its shareholders, unless and only to the extent that the
court in which such proceeding is or was pending shall determine upon
application that, in view of all the circumstances of the case, Indemnitee is
fairly and reasonably entitled to indemnity for expenses and then only to the
extent that the court shall determine.
2. Expenses: Indemnification Procedure.
(a) Advancement of Expenses. The Company shall advance all
expenses incurred by Indemnitee in connection with the investigation, defense,
settlement or appeal of any proceeding referenced in Section 1(a) or (b) hereof
(but not amounts actually paid in settlement of any such proceeding). Indemnitee
hereby undertakes to repay such amounts advanced only if, and to the extent
that, it shall ultimately be determined that Indemnitee is not entitled to be
indemnified by the Company as authorized hereby. The advances to be made
hereunder shall be paid by the Company to Indemnitee within twenty (20) days
following delivery of a written request therefor by Indemnitee to the Company
and documentation reasonably evidencing the expenses for which reimbursement is
requested. The parties agree that for the purposes of any expense advance for
which Indemnitee has made written demand to the Company in accordance with this
Agreement, all expenses included in such expense advance that are certified in
good faith by affidavit of Indemnitee's counsel as being reasonable shall be
presumed conclusively to be reasonable.
(b) Notice. Indemnitee shall, as a condition precedent to
Indemnitee's right to be indemnified under this Agreement, give the Company
notice in writing as soon as practicable
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of any claim made against Indemnitee for which indemnification will or could be
sought under this Agreement. Notice to the Company shall be directed to the
Chief Executive Officer of the Company at the address shown on the signature
page of this Agreement (or such other address as the Company shall designate in
writing to Indemnitee). Notice shall be deemed received three business days
after the date postmarked if sent by domestic certified or registered mail,
properly addressed; otherwise notice shall be deemed received when such notice
shall actually be received by the Company.
(c) Procedure; Determination of Right to Indemnification.
(i) Any indemnification provided for in Section 1 and
this Section 2 shall be made no later than forty-five (45) days after receipt of
the written request of Indemnitee. If a claim under this Agreement, under any
statute, or under any provision of the Company's Articles of Incorporation or
By-laws providing for indemnification, is not paid in full by the Company within
forty-five (45) days after a written request for payment thereof has first been
received by the Company, Indemnitee may, but need not, at any time thereafter
bring an action against the Company to recover the unpaid amount of the claim
and, subject to Section 12 of this Agreement, Indemnitee shall also be entitled
to be paid for the expenses (including, without limitation, attorneys' fees) of
bringing such action. It shall be a defense to any such action (other than an
action brought to enforce a claim for expenses incurred in connection with any
proceeding in advance of its final disposition) that Indemnitee has not met the
standards of conduct which make it permissible under applicable law for the
Company to indemnify Indemnitee for the amount claimed, but the burden of
proving such defense shall be on the Company, and Indemnitee shall be entitled
to receive interim payments of expenses pursuant to Subsection 2(a) unless and
until such defense may be finally adjudicated by court order or judgment from
which no further right of appeal exists.
(ii) It is the parties' intention that if the Company
contests Indemnitee's right to indemnification, the question of Indemnitee's
right to indemnification shall be resolved as provided in subparagraph (iv)
below, and neither the failure of the Company (including its Board of Directors,
any committee or subgroup of the Board of Directors, independent legal counsel,
or its shareholders) to have made a determination that indemnification of
Indemnitee is proper in the circumstances because Indemnitee has met the
applicable standard of conduct required by applicable law, nor an actual
determination by the Company (including its Board of Directors, any committee or
subgroup of the Board of Directors, independent legal counsel, or its
shareholders) that Indemnitee has not met such applicable standard of conduct,
shall create a presumption that Indemnitee has or has not met the applicable
standard of conduct.
(iii) To the extent that the Indemnitee has been
successful on the merits in defense of any proceeding referred to in Section
1(a) or 1(b) above or in defense of any claim, issue or matter therein,
Indemnitee shall be indemnified against expenses actually and reasonably
incurred by Indemnitee in connection therewith.
(iv) In the event that subparagraph (iii) above is
inapplicable, or does not apply to the entire proceeding, the Company shall
nonetheless indemnify the Indemnitee (unless applicable law expressly requires a
different procedure) unless the Company shall prove by clear
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and convincing evidence to the forum selected as provided in subparagraph (v)
below that the Indemnitee has not met the applicable standard of conduct
required to entitle the Indemnitee to such indemnification.
(v) The Indemnitee shall be entitled to select the
forum in which the validity of the Company's claim under subparagraph (iv) above
that the Indemnitee is not entitled to indemnification will be heard from among
the following, except that the Indemnitee can select a forum consisting of the
shareholders of the Company only with the approval of the Company:
(A) a quorum consisting of directors who
are not parties to the proceeding for
which indemnification is being sought;
(B) independent legal counsel, which shall
render a conclusion in a written legal
opinion;
(C) the shareholders of the Company; or
(D) the court having jurisdiction of the
subject matter of the proceeding and
the parties.
For purposes of the above, "independent legal counsel" shall mean a
reputable law firm with experience in the general subject matter of this
Agreement, or a member of such a firm, mutually agreed upon by the Company and
Indemnitee, that neither is presently nor in the past three (3) years has been
retained to represent: (i) the Company or any of its subsidiaries or affiliates,
or Indemnitee or any corporation or which Indemnitee was or is a director,
officer, employee or agent, or any subsidiary or affiliate of such a
corporation, in any material matter, or (ii) any other party to the claim giving
rise to a claim for indemnification hereunder. Notwithstanding the foregoing,
the term "independent legal counsel" shall not include any person who, under the
applicable standards of professional conduct then prevailing, would have a
conflict of interest in representing either the Company or Indemnitee in an
action to determine Indemnitee's right to indemnification under this Agreement.
As soon as practicable, and in no event later than thirty (30) days after the
forum has been selected pursuant to this subparagraph (v), the Company shall, at
its own expense, submit to the selected forum its claim that the Indemnitee is
not entitled to indemnification, and the Company shall act in the utmost good
faith to assure the Indemnitee a complete opportunity to defend against such
claim. If the forum selected in accordance with this subparagraph (v) is
independent legal counsel, the Company agrees to pay the reasonable fees of the
independent legal counsel and to indemnify fully such counsel against any and
all expenses (including legal fees), claims, liabilities and damages arising out
of or relating to this Agreement or its engagement pursuant hereto. If the forum
selected in accordance with this subparagraph (v) is not a court, then after the
final decision of such forum is rendered, the Company or Indemnitee shall have
the right to apply to a court with jurisdiction over the parties and subject
matter, or the court in which the proceeding giving rise to the Indemnitee's
claim for indemnification is or was pending, for the purpose of appealing the
decision of such forum, provided that such right is exercised within sixty (60)
days after the final decision of such forum is rendered. If the forum selected
in accordance with this subparagraph is a court, then the rights of the Company
or Indemnitee to appeal any decision of such court shall
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be governed by the applicable laws and rules governing appeals of the decision
of such court. Notwithstanding any other provision in this Agreement, the
Company shall indemnify the Indemnitee against all expenses reasonably incurred
by Indemnitee in connection with any hearing or proceeding under this
subparagraph (v) involving Indemnitee and against all expenses reasonably
incurred by Indemnitee involving the interpretation or enforcement of the rights
of Indemnitee under this Agreement unless a court of competent jurisdiction
finds that each of the material claims and/or defenses of Indemnitee in any such
proceeding was frivolous or not made in good faith.
(d) Notice to Insurers. If, at the time of the receipt of a
notice of a claim pursuant to Section 3(b) hereof, the Company has director and
officer liability insurance in effect, the Company shall give prompt notice of
the commencement of such proceeding to the insurers in accordance with the
procedures set forth in the respective policies. The Company shall thereafter
take all necessary or desirable actions to cause such insurers to pay, on behalf
of the Indemnitee, all amounts payable as a result of such proceeding in
accordance with the terms of such policies.
(e) Selection of Counsel. If the Company shall be obligated
under Section 2(a) hereof to pay the expenses of any proceeding against
Indemnitee, the Company, if appropriate, shall be entitled to assume the defense
of such proceeding, with counsel selected by the Company and approved by
Indemnitee, which approval shall not be unreasonably withheld, upon the delivery
to Indemnitee of written notice of its election so to do. After delivery of such
notice, approval of such counsel by Indemnitee and the retention of such counsel
by the Company, the Company will not be liable to Indemnitee under this
Agreement for any fees of counsel subsequently incurred by Indemnitee with
respect to the same proceeding, provided that (i) Indemnitee shall have the
right to employ Indemnitee's counsel in any such proceeding at Indemnitee's
expense; (ii) Indemnitee shall have the right to employ Indemnitee's own counsel
in connection with any such proceeding, at the expense of the Company, if such
counsel serves in a review, observer, advice and counseling capacity and does
not otherwise materially control or participate in the defense of such
proceeding; and (iii) if (A) the employment of counsel by Indemnitee has been
previously authorized by the Company, (B) Indemnitee shall have reasonably
concluded that there may be a conflict of interest between the Company and
Indemnitee in the conduct of any such defense, or (C) the Company shall not, in
fact, have employed counsel to assume the defense of such proceeding, then the
fees and expenses of Indemnitee's counsel shall be at the expense of the
Company. The Company shall not be liable to indemnify Indemnitee or advance
expenses to Indemnitee under this Agreement for any amounts paid in settlement
of any proceeding effected by Indemnitee without the Company's written consent,
which consent shall not be unreasonably withheld, unless Indemnitee receives
court approval for such settlement or other disposition where the Company had
the opportunity to oppose Indemnitee's request for such court approval. The
Company shall be permitted to settle any proceeding except that it shall not
settle any proceeding in any manner which would impose any penalty or limitation
on Indemnitee without Indemnitee's written consent. Neither the Company nor
Indemnitee shall unreasonably withhold its consent to any proposed settlement.
(f) Cooperation. If the Company assumes the defense of any
claim for which indemnification is sought under this Agreement, Indemnitee shall
furnish such information
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regarding Indemnitee, or the proceeding in question, as the Company may
reasonably request and as may be required in connection with the defense or
settlement of such proceeding, and shall cooperate fully with the Company in
every other respect.
3. ADDITIONAL INDEMNIFICATION RIGHTS; NONEXCLUSIVITY.
(a) Scope. Notwithstanding any other provision of this
Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest
extent permitted by law, notwithstanding that such indemnification is not
specifically authorized by the other provisions of this Agreement, the Company's
Articles of Incorporation, the Company's Bylaws or by statute. In the event of
any change, after the date of this Agreement, in any applicable law, statute or
rule which expands the right of a California corporation to indemnify a member
of its board of directors, an officer or other corporate agent, such changes
shall be, ipso facto, within the purview of Indemnitee's rights and Company's
obligations, under this Agreement. In the event of any change in any applicable
law, statute or rule which narrows the right of a California corporation to
indemnify a member of its Board of Directors, an officer or other corporate
agent, such changes, to the extent not otherwise required by such law, statute
or rule to be applied to this Agreement, shall have no effect on this Agreement
or the parties' rights and obligations hereunder.
(b) Nonexclusivity. The indemnification provided by this
Agreement shall not be deemed exclusive of any rights to which Indemnitee may be
entitled under the Company's Articles of Incorporation, its Bylaws, any
agreement, any vote of shareholders or disinterested directors, the Corporation
Law of the State of California, or otherwise, both as to action in Indemnitee's
official capacity and as to action in another capacity while holding such
office. The indemnification provided under this Agreement shall continue as to
Indemnitee for any action taken or not taken while serving in an indemnified
capacity even though Indemnitee may have ceased to serve in such capacity at the
time of any covered proceeding.
4. PARTIAL INDEMNIFICATION.
If Indemnitee is entitled under any provision of this
Agreement to indemnification by the Company for some or a portion of the
expenses, judgments, fines or penalties actually or reasonably incurred by
either in the investigation, defense, appeal or settlement of any civil or
criminal proceeding, but not, however, for the total amount thereof, the Company
shall nevertheless indemnify each of Indemnitee for the portion of such
expenses, judgments, fines or penalties to which Indemnitee is entitled.
5. MUTUAL ACKNOWLEDGMENT.
The Company and Indemnitee acknowledge that in certain
instances, Federal law or applicable public policy may prohibit the Company from
indemnifying its directors, officers and agents under this Agreement or
otherwise. Indemnitee understands and acknowledges that the Company has
undertaken or may be required in the future to undertake with the Securities and
Exchange Commission to submit the question of indemnification to a court in
certain
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circumstances for a determination of the Company's right under public policy to
indemnify Indemnitee.
6. OFFICER AND DIRECTOR LIABILITY INSURANCE.
The Company shall, from time to time, make the good faith
determination whether or not it is practicable for the Company to obtain and
maintain a policy or policies of insurance with reputable insurance companies
providing the officers and directors of the Company with coverage for losses
from wrongful acts, or to ensure the Company's performance of its
indemnification obligations under this Agreement. Among other considerations,
the Company will weigh the costs of obtaining such insurance coverage against
the protection afforded by such coverage. In all policies of directors' and
officers' liability insurance, Indemnitee shall be named as an insured in such a
manner as to provide Indemnitee the same rights and benefits as are accorded to
the most favorably insured of the Company's directors, if Indemnitee is a
director; or of the Company's officers, if Indemnitee is not a director of the
Company but is an officer. Notwithstanding the foregoing, the Company shall have
no obligation to obtain or maintain such insurance if the Company determines in
good faith that such insurance is not reasonably available, if the premium costs
for such insurance are disproportionate to the amount of coverage provided, if
the coverage provided by such insurance is limited by exclusions so as to
provide an insufficient benefit, or if Indemnitee is covered by similar
insurance maintained by a subsidiary or parent of the Company.
7. SEVERABILITY.
Nothing in this Agreement is intended to require or shall be
construed as requiring the Company to do or fail to do any act in violation of
applicable law. The Company's inability, pursuant to court order, to perform its
obligations under this Agreement shall not constitute a breach of this
Agreement. Each provision of this Agreement, including without limitation,
provisions within a single sentence or clause therein, shall be severable as
provided in this Section 7. If this Agreement or any portion hereof shall be
invalidated on any ground by any court of competent jurisdiction, then the
Company shall nevertheless indemnify Indemnitee to the full extent permitted by
any applicable portion of this Agreement that shall not have been invalidated,
and the balance of this Agreement not so invalidated shall be enforceable in
accordance with its terms.
8. EXCEPTIONS.
Any other provision herein to the contrary notwithstanding,
the Company shall not be obligated pursuant to the terms of this Agreement:
(a) Unlawful Indemnification. To indemnify Indemnitee for any
acts or omissions or transactions from which a court having jurisdiction in the
matter shall determine that Indemnitee may not be relieved of liability under
California or any other applicable state or federal law. In this respect, the
Company and the Indemnitee have been advised that the Securities and Exchange
Commission takes the position that indemnification for liabilities
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arising under the federal securities laws is against public policy and is,
therefore, unenforceable and that claims for indemnification should be submitted
to appropriate courts for adjudication.
(b) Claims Initiated by Indemnitee. To indemnify or to advance
expenses to Indemnitee with respect to proceedings or claims initiated or
brought voluntarily by Indemnitee and not by way of defense, except with respect
to proceedings brought to establish or enforce a right to indemnification under
this Agreement or any other statute or law or otherwise as required under
Section 317 of the California General Corporation Law, but such indemnification
or advancement of expenses may be provided by the Company in specific cases if
the Board of Directors has approved the initiation or bringing of such suit; or
(c) Lack of Good Faith. To indemnify Indemnitee for any
expenses incurred by the Indemnitee with respect to any proceeding instituted by
Indemnitee to enforce or interpret this Agreement, if a court of competent
jurisdiction determines that each of the material assertions made by the
Indemnitee, as the case may be, in such proceeding was not made in good faith or
was frivolous; or
(d) No Duplication of Payments. To indemnify Indemnitee for
expenses or liabilities of any type whatsoever (including, without limitation,
judgments, fines, ERISA, excise taxes or penalties, and amounts paid in
settlement) to the extent that Indemnitee has otherwise actually received
payment (under any insurance policy, provision of the Company's articles of
incorporation, bylaws or otherwise) of the amounts otherwise payable hereunder;
or
(e) Claims Under Section 16(b). To indemnify Indemnitee for
expenses and the payment of profits arising from the purchase and sale by
Indemnitee of securities in violation of Section 16(b) of the Securities
Exchange Act of 1934, as amended, or any similar successor statute.
9. CONSTRUCTION OF CERTAIN PHRASES.
(a) For purposes of this Agreement, references to the
"Company" shall include in addition to the resulting corporation, any
constituent corporation (including any constituent of a constituent) absorbed in
a consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers and employees
or agents, so that if Indemnitee is or was a director, officer, employee or
agent of such constituent corporation, or is or was serving at the request of
such constituent corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise,
Indemnitee shall stand in the same position under the provisions of this
Agreement with respect to the resulting or surviving corporation as Indemnitee
would have with respect to such constituent corporation if its separate
existence had continued.
(b) For purposes of this Agreement, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on Indemnitee with respect to an employee
benefit plan; and references to "serving at the request of the Company" shall
include any service as a director, officer, employee or agent of the Company
which imposes duties on, or involves services by, such director, officer,
employee or agent with
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respect to an employee benefit plan, its participants, or beneficiaries; and if
Indemnitee acted in good faith and in a manner Indemnitee reasonably believed to
be in the interest of the participants and beneficiaries of an employee benefit
plan, Indemnitee shall be deemed to have acted in a manner "not opposed to the
best interests of the Company" as referred to in this Agreement.
10. COUNTERPARTS.
This Agreement may be executed in one or more counterparts,
each of which shall constitute an original.
11. SUCCESSORS AND ASSIGNS.
This Agreement shall be binding upon and inure to the benefit
of and be enforceable by the parties hereto and their respective successors and
assigns (including, in the case of the Company, any successor by merger or
similar transaction), and shall inure to the benefit of Indemnitee and
Indemnitee's estate, and each of Indemnitee's heirs, legal representatives and
assigns.
12. ATTORNEYS' FEES.
In the event that any action is instituted by Indemnitee under
this Agreement or under any liability insurance policies maintained by the
Company to enforce or interpret any of the terms hereof, Indemnitee shall be
entitled to be paid all court costs and expenses, including reasonable
attorneys' fees, incurred by Indemnitee with respect to such action, regardless
of whether Indemnitee is ultimately successful in such action, unless as a part
of such action, a court of competent jurisdiction makes a final judicial
determination (as to which all rights of appeal therefrom have been exhausted or
lapsed) that each of the material assertions made by Indemnitee as a basis for
such action were not made in good faith or were frivolous. In the event of an
action instituted by or in the name of the Company under this Agreement or to
enforce or interpret any of the terms of this Agreement, Indemnitee shall be
entitled to be paid all costs and expenses, including, without limitation,
reasonable attorneys' fees, incurred by Indemnitee in defense of such action
(including, without limitation, with respect to Indemnitee's counterclaims and
cross-claims made in such action), unless as a part of such action the court
makes a final judicial determination (as to which all rights of appeal therefrom
have been exhausted or lapsed) that each of Indemnitee's material defenses to
such action were made in bad faith or were frivolous.
13. NOTICE.
All notices, requests, demands and other communications under
this Agreement shall be in writing, shall be effective upon receipt, and shall
be delivered by Federal Express or a similar courier, personal delivery,
certified or registered air mail, or by facsimile transmission. Addresses for
notice to either party are as shown on the signature page of this Agreement, or
as subsequently modified by written notice. Addresses for notice to either party
are as shown on the signature page of this Agreement, or as subsequently
modified by written notice.
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14. CONSENT TO JURISDICTION.
The Company and Indemnitee each hereby irrevocably consent to
the jurisdiction of the courts of the State of California for all purposes in
connection with any proceeding which arises out of or relates to this Agreement
and agree that any action instituted under this Agreement shall be brought only
in the state courts of the State of California.
15. CHOICE OF LAW.
This Agreement shall be governed by and its provisions
construed in accordance with the laws of the State of California as applied to
contracts between California residents entered into and to be performed entirely
within California.
16. SUBROGATION.
In the event of payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of
recovery of Indemnitee, who shall execute all documents required and shall do
all acts that may be necessary to secure such rights and to enable the Company
effectively to bring suit to enforce such rights.
17 . CONTINUATION OF INDEMNIFICATION.
All agreements and obligations of the Company contained herein
shall continue during the period that Indemnitee is a director, officer or agent
of the Company and shall continue thereafter so long as Indemnitee shall be
subject to any possible claim or threatened, pending or completed action, suit
or proceeding, whether civil, criminal, arbitrational, administrative or
investigative, by reason of the fact that Indemnitee was serving in the capacity
referred to herein.
18. AMENDMENT AND TERMINATION.
Subject to Section 17, no amendment, modification, termination
or cancellation of this Agreement shall be effective unless in writing signed by
both parties hereto.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.
CELLEGY PHARMACEUTICALS, INC.
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By:
Title:
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Address: 000 Xxxxxx Xxxxx Xxxxxxxxx
Xxxxx 000
Xxxxx Xxx Xxxxxxxxx,
Xxxxxxxxxx 00000
AGREED TO AND ACCEPTED:
INDEMNITEE:
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(Signature)
--------------------------------------------
(Name)
--------------------------------------------
(Address)
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