**Exhibit 10.13**

 

**INDEMNIFICATION AGREEMENT**

 

This Agreementis entered into as of this      day of                  ,by and between Photogen Technologies, Inc. a Nevada corporation (the “Company”),and                  (“Indemnitee”).

 

WHEREAS,highly competent persons are becoming more reluctant to serve corporations as **[directors/officers]** or in other capacitiesunless they are provided with adequate protection through insurance or adequateindemnification against inordinate risks of claims and actions against themarising out of their service to and activities on behalf of the corporation;and

 

WHEREAS, theBoard of Directors believes the Company should act to assure such persons thatthere will be increased certainty of such protection in the future; andbelieves that such protection is consistent with Article VI of the Bylaws and,in particular, Section 6 thereof, and Section 78.752 of the Nevada GeneralCorporation Law; and

 

WHEREAS, it isreasonable, prudent and necessary for the Company to obligate itself bycontract to indemnify such persons to the fullest extent permitted byapplicable law so that they will serve or continue to serve the Company freefrom undue concern for litigation claims for damages arising out of or relatedto the performance of such service; and

 

WHEREAS,Indemnitee is willing to serve or continue to serve as a **[director/officer]** of the Company and itssubsidiaries with the understanding that the Indemnitee shall be indemnified tothe fullest extent permitted by applicable law.

 

NOW,THEREFORE, in consideration of the premises and the covenants contained herein,the Company and Indemnitee agree as follows:

 

**ARTICLE I**

 

**DEFINITIONS**

 

For thepurposes of this Agreement, the following terms shall have the meaning givenhere:

 

Section 1.1“Board” means the Board of Directors of the Company.

 

Section 1.2“Corporate Status” describes the status of a person who is or was a director,officer, employee, agent or fiduciary of the Company or of any othercorporation, partnership, joint venture, trust, employee benefit plan or otherenterprise which such person is or was serving at the express written requestof the Company.

 

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Section 1.3“Disinterested Director” means a director of the Company who is not and was nota party to the Proceeding in respect of which indemnification is sought byIndemnitee.

 

Section 1.4“Enterprise” means the Company and any other corporation, partnership, jointventure, trust, employee benefit plan or other enterprise of which Indemniteeis or was serving at the express written request of the Company as a director,officer, employee, agent or fiduciary.

 

Section 1.5“Expenses” includes all reasonable attorneys’ fees, retainers, court costs,transcript costs, fees of experts, witness fees, travel expenses, duplicatingcosts, printing and binding costs, telephone charges, postage, delivery servicefees, and all other disbursements or expenses of the types customarily incurredin connection with prosecuting or defending (or preparing to prosecute ordefend) a Proceeding, investigating the matters at issue in a Proceeding, orbeing or preparing to be a witness in a Proceeding.

 

Section 1.6“Good Faith” means Indemnitee having acted in good faith and in a mannerIndemnitee reasonably believed to be in or not opposed to the best interests ofthe Enterprise, and, with respect to any criminal Proceeding, having had noreasonable cause to believe Indemnitee’s conduct was unlawful.

 

Section 1.7“Proceeding” includes any action, suit, arbitration, alternate disputeresolution mechanism, investigation, administrative hearing or any otheractual, threatened or completed proceeding whether civil, criminal,administrative or investigative, other than one initiated by Indemnitee. Forpurposes of the foregoing sentence, a “Proceeding” shall not be deemed to havebeen initiated by Indemnitee where Indemnitee seeks pursuant to Article VIII ofthis Agreement to enforce Indemnitee’s rights under this Agreement.

 

**ARTICLE II**

 

**TERM OF AGREEMENT**

 

This Agreementshall continue until and terminate upon the later of: (i) six (6) years afterthe date that Indemnitee’s Corporate Status shall have ceased; or (ii) thefinal termination of all pending Proceedings in respect of which Indemnitee isgranted rights of indemnification or advancement of expenses hereunder and ofany proceeding commenced by Indemnitee regarding the interpretation orenforcement of this Agreement.

 

**ARTICLE III**

 

**SERVICES BY INDEMNITEE, NOTICE OF PROCEEDINGS**

 

Section3.1  Services.  Indemnitee agrees to serve as a **[director/officer]** of the Company, and fromtime to time, in such capacity as a director and/or officer of any otherEnterprise as directed by the Board of directors and agreed to by Indemnitee.Such service is subject to the Bylaws and any written agreement between the Indemniteeand the Company or such other Enterprise.

 

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Section3.2  Notice of Proceeding.Indemnitee agrees promptly to notify the Company in writing upon being servedwith any summons, citation, subpoena, complaint, indictment, information orother document relating to any Proceeding or matter which may be subject toindemnification or advancement of Expenses covered hereunder.

 

Section3.3  Cooperation. Indemniteeagrees to cooperate (and to cause his representatives to cooperate) with theCompany and its counsel in connection with any Proceeding or other matter whichmay be subject to indemnification or advancement of Expenses covered hereunder.

 

**ARTICLE IV**

 

**INDEMNIFICATION**

 

Section4.1  In General. The Companyshall indemnify and advance Expenses to Indemnitee in connection with anyProceeding as provided in this Agreement and to the fullest extent permitted byapplicable law in effect on the date hereof and to such greater extent asapplicable law may thereafter from time to time permit.

 

Section4.2  Third Party Actions. IfIndemnitee was or is a party or is threatened to be made a party to anyProceeding (other than an action by or in the right of the Company or any otherEnterprise) by reason of his Corporate Status, or by reason of any act oromission in any such capacity, the Company shall indemnify him against any andall Expenses and liabilities of any type whatsoever (including, but not limitedto, judgments, fines, ERISA excise taxes or penalties, and amounts paid insettlement) actually and reasonably incurred by or for him in connection withthe investigation, defense, settlement or appeal of such Proceeding or anyclaim, issue or matter therein if he acted in Good Faith.

 

Section4.3  Derivative Actions. IfIndemnitee was or is a party or is threatened to be made a party to anyProceeding by or in the right of the Company or any other Enterprise to procurea judgment in its favor by reason of his Corporate Status, or by reason of anyact or omission in any such capacity, the Company shall indemnify him againstany and all Expenses actually and reasonably incurred by or for him inconnection with the investigation, defense, settlement, or appeal of suchProceeding if he acted in Good Faith; except that no indemnification under thisSection 4.3 shall be made in respect of any claim, issue or matter as to whichsuch person shall have been adjudged by a court of competent jurisdiction,after exhaustion of all appeals therefrom, to be liable to the Enterprise orfor amounts paid in settlement to or by the Enterprise, unless and only to theextent that the court in which the Proceeding was brought or other court ofcompetent jurisdiction determines upon application that in view of all thecircumstances of the case, the Indemnitee is fairly and reasonably entitled toindemnity for such expenses as the court deems proper.

 

Section4.4  Indemnification of a Party whois Wholly or Partially Successful. Notwithstanding any other provision of this Agreement, to the extentthat Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to andis successful, on the merits or otherwise, in any Proceeding, Indemnitee shallbe indemnified to the maximum extent permitted by law,

 

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against any and all Expensesand liabilities of any type whatsoever (including, but not limited to,judgments, fines, ERISA excise taxes or penalties, and amounts paid insettlement) actually and reasonably incurred by or for him in connectiontherewith. If Indemnitee is not wholly successful in such Proceeding but issuccessful, on the merits or otherwise, as to one or more but less than allclaims, issues or matters in such Proceeding, the Company shall indemnifyIndemnitee to the maximum extent permitted by law, against all Expenses andliabilities of any type whatsoever (including, but not limited to, judgments,penalties, and amounts paid in settlement) actually and reasonably incurred byor for him in connection with each successfully resolved claim, issue ormatter. For purposes of this Section 4.4 and without limitation, thetermination of any claim, issue or matter in such a Proceeding by dismissal,with or without prejudice, shall be deemed to be a successful result as to suchclaim, issue or matter, so long as there has been no finding (eitheradjudicated or pursuant to Article VI) that Indemnitee did not act in GoodFaith.

 

Section 4.5 Indemnificationfor Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extentthat Indemnitee is, by reason of Indemnitee’s Corporate Status, a witness inany Proceeding, Indemnitee shall be indemnified against all Expenses actuallyand reasonably incurred by or for him in connection therewith.

 

**ARTICLE V**

 

**ADVANCEMENT OF EXPENSES**

 

Notwithstandingany provision to the contrary in Article VI, the Company shall advance allreasonable Expenses which, by reason of Indemnitee’s Corporate Status, wereincurred by or for him in connection with any proceeding in advance of thefinal disposition thereof, within ten (10) business days after the receipt bythe Company of a statement or statements from Indemnitee requesting suchadvance or advances. Such statement or statements shall reasonably evidence theExpenses incurred by or for Indemnitee. Indemnitee hereby agrees to repay anyExpenses advanced hereunder if it shall ultimately be determined thatIndemnitee is not entitled to be indemnified against such Expenses. Anyadvances and the undertaking to repay pursuant to this Article V shall beunsecured and interest free.

 

**ARTICLE VI**

 

**DETERMINATION OF RIGHT TO INDEMNIFICATION**

 

Section6.1  No Determination Necessary whenIndemnitee was Successful.  To theextent Indemnitee has been successful on the merits or otherwise in defense ofany Proceeding referred to in Sections 4.2 or 4.3 of this Agreement or in thedefense of any claim, issue or matter described therein, the Company shallindemnify Indemnitee against Expenses actually and reasonably incurred by orfor him in connection with the investigation, defense, or appeal of suchProceeding.

 

Section6.2  Forum for Determination.  If the Company claims that Indemnitee is notentitled to indemnification under this Agreement, Indemnitee shall be entitledto select the forum in which the validity of the Company’s claim will be heardfrom among the following:

 

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(a)                       Aquorum of the Board consisting of Disinterested Directors;

 

(b)                      Theshareholders of the Company;

 

(c)                       Legalcounsel selected by Indemnitee, and reasonably approved by the Board, whichcounsel shall make such determination in a written opinion; or

 

(d)                      Apanel of three arbitrators, one of whom is selected by the Company, another ofwhom is selected by Indemnitee and the last of whom is selected by the firsttwo arbitrators so selected.  As soon aspracticable, and in no event later than thirty (30) days after written noticeof Indemnitee’s choice of forum pursuant to this Section 6.2, the Companyshall, at its own expense, submit to the selected forum in such manner asIndemnitee or Indemnitee’s counsel may reasonably request, its claim thatIndemnitee is not entitled to indemnification, and the Company shall act in theutmost good faith to assure Indemnitee a complete opportunity to defend againstsuch claim.

 

Section6.3  Right to Appeal.Notwithstanding a determination by any forum listed in Section 6.2 hereof thatIndemnitee is not entitled to indemnification with respect to a specificProceeding, Indemnitee shall have the right to apply to the court in which thatProceeding is or was pending, or any other court of competent jurisdictions,for the purpose of enforcing Indemnitee’s right to indemnification pursuant tothis Agreement.

 

Section6.4  Expenses under this Agreement.Notwithstanding any other provision in this Agreement to the contrary, theCompany shall indemnify Indemnitee against all expenses incurred by Indemniteein connection with any hearing or proceeding under this Article VI involvingIndemnitee and against all Expenses incurred by Indemnitee in connection withany other action between the Company and Indemnitee involving theinterpretation or enforcement of the rights of Indemnitee under this Agreement,but only to the extent Indemnitee prevails in any such action.

 

Section 6.5 ThirdParty Defendant. Company hereby agrees that in the event a claim is broughtagainst Indemnitee in any Proceeding to which Indemnitee would be entitled toIndemnification under Articles IV and VI hereunder, and Indemnitee desires toname Company as a third party defendant in any such Proceeding, Company willnot contest service of process or personal jurisdiction.

 

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**ARTICLEVII**

 

**PRESUMPTIONSAND EFFECT OF CERTAIN PROCEEDINGS**

 

Section7.1  Burden of Proof. In making adetermination with respect to entitlement to indemnification hereunder, theperson, persons or entity making such determination shall presume thatIndemnitee is entitled to indemnification under this Agreement. The Companyshall have the burden of proof to overcome that presumption by a preponderanceof the evidence.

 

Section7.2  Effect of Other Proceedings.The termination of any Proceeding or of any claim, issue or matter therein, byjudgment, order, settlement or conviction, or upon a plea of nolo contendere orits equivalent, shall not of itself adversely affect the right of Indemnitee toindemnification or create a presumption that Indemnitee did not act in GoodFaith.

 

Section7.3  Reliance as Safe Harbor. Forpurposes of any determination of Good Faith, Indemnitee shall be deemed to haveacted in Good Faith if Indemnitee’s action is based on the records or books ofaccount of the Company, including financial statements, or on informationsupplied to Indemnitee by the officers of the Company in the course of theirduties, or on the advice of legal counsel for the Company or on information orrecords given or reports made to the Company by an independent certified publicaccountant or by an appraiser or other expert selected with reasonable care bythe Company. The provisions of this Section 7.3 shall not be deemed to beexclusive or to limit in any way the other circumstances in which theIndemnitee may be deemed to have met the applicable standard of conduct setforth in this Agreement.

 

**ARTICLE VIII**

 

**NON-EXCLUSIVITY, INSURANCE, SUBROGATION**

 

Section8.1  Non-Exclusivity. The rightsof indemnification and to receive advancement of Expenses as provided by thisAgreement shall not be deemed exclusive of any other rights to which Indemniteemay at any time be entitled under applicable law, the Articles ofIncorporation, the By-Laws, any agreement, a vote of shareholders or aresolution of directors, directors and officers insurance, or otherwise. Noamendment, alteration, rescission or replacement of this Agreement or anyprovision hereof shall be effective as to Indemnitee with respect to any actiontaken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior tosuch amendment, alteration, rescission or replacement.

 

Section8.2  Insurance. The Company maymaintain an insurance policy or policies against liability arising out of thisAgreement or otherwise.

 

Section8.3  Subrogation. In the event ofany payment under this Agreement, the Company shall be subrogated to the extentof such payment to all of the rights of recovery of Indemnitee, who shallexecute all papers required and take all action necessary to secure suchrights, including execution of such documents as are necessary to enable theCompany to bring suit to enforce such rights.

 

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Section8.4  No Duplicative Payment.Company shall not be liable under this Agreement to make any payment of amountsotherwise indemnifiable hereunder if and to the extent that Indemnitee hasotherwise actually received such payment under any insurance policy, contract,agreement or otherwise.

 

**ARTICLE IX**

 

**GENERAL PROVISIONS**

 

Section9.1  Successors and Assigns. ThisAgreement shall be binding upon the Company and its successors and assigns andshall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors andadministrators.

 

Section9.2  Severability. If anyprovision or provisions of this Agreement shall be held to be invalid, illegalor unenforceable for any reason whatsoever, the validity, legality andenforceability of the remaining provisions of this Agreement (including withoutlimitation, each portion of any Section of this Agreement containing any suchprovision held to be invalid, illegal or unenforceable, that is not itselfinvalid, illegal or unenforceable) shall not in any way be affected or impairedthereby; and, to the fullest extent possible, the provisions of this Agreement(including, without limitation, each portion of any Section of this Agreementcontaining any such provision held to be invalid, illegal or unenforceable,that is not itself invalid, illegal or unenforceable) shall be construed so asto give effect as much as possible to the intent manifested by the provisionheld invalid, illegal or unenforceable.

 

Section9.3  Counterparts; Headings. ThisAgreement may be executed in one or more counterparts, each of which shall forall purposes be deemed to be an original but all of which together shallconstitute one and the same Agreement. Only one such counterpart signed by theparty against whom enforceability is sought needs to be produced to evidencethe existence of this Agreement. The headings of the paragraphs of thisAgreement are inserted for convenience only and shall not be deemed toconstitute part of this Agreement or to affect the construction thereof.

 

Section9.4  Modification and Waiver. Nosupplement, modification or amendment of this Agreement shall be binding unlessexecuted in writing by both of the parties hereto. No waiver of any of theprovisions of this Agreement shall be deemed or shall constitute a waiver ofany other provisions hereof (whether or not similar) nor shall such waiverconstitute a continuing waiver.

 

Section9.5  Notices.  All notices, requests, demands and othercommunications hereunder shall be in writing and shall be deemed to have beenduly given if (i) delivered by hand and receipted for by the party to whom saidnotice or other communication shall have been directed, (ii) mailed bycertified or registered mail with postage prepaid, on the third business dayafter the date of which it is so mailed, or (iii) mailed by overnight courierwith postage prepaid, on the first day after the date of which it is so mailed:

 

| If to  Indemnitee: | as shown  with Indemnitee’s signature below |
|--------------------|--------------------------------------------------|

 

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| If to  Company: | Photogen  Technologies, Inc. |
|-----------------|------------------------------|
|            | 140 Union  Square Drive      |
|            | New Hope,  PA  18935    |
|            | Attn:  President             |

 

or to suchother address as may have been furnished to Indemnitee by the Company or to theCompany by Indemnitee, as the case may be.

 

Section9.6  Governing Law. The partiesagree that this Agreement shall be governed by, and construed and enforced inaccordance with, the laws of the State of Nevada without application of theconflict of laws principles thereof.

 

IN WITNESS WHEREOF, the parties hereto have executed this Agreement onthe day and year first above written.

 
|   | **COMPANY:**                    |
|--------|---------------------------------|
|   |                            |
|   | **PHOTOGEN TECHNOLOGIES, INC.** |
|   |                            |
|   |                            |
|   | By:                             |   |   |
|   | Name:                           |
|   | Title:                          |
|   |                            |
|   | **INDEMNITEE:**                 |
|   |                            |
|   |                            |
|   |                            |   |
|   | Name:                           |
|   | Notice  Address:                |
|        |                                 |  |  |  |

 

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