Exhibit 10.1


 


FORM OF INDEMNIFICATION AGREEMENT


 


This Indemnification
Agreement (this “Agreement”), dated as of                             ,
is made by and between UNITED THERAPEUTICS CORPORATION, a Delaware corporation
(the “Company”), and                               
(the “Indemnitee”), an “agent” (as hereinafter defined) of the
Company.


 


RECITALS


 


A.                                   The Company recognizes that competent and
experienced persons are increasingly reluctant to serve as directors or
executive officers of corporations unless they are protected by comprehensive
liability insurance or indemnification, or both, due to increased exposure to
litigation costs and risks resulting from their service to such corporations,
and due to the fact that the exposure frequently bears no reasonable
relationship to the compensation of such directors and executive officers;


 


B.                                     The Company and the Indemnitee recognize
that plaintiffs often seek damages in such large amounts and the costs of
litigation may be so enormous (whether or not the case is meritorious), that
the defense and/or settlement of such litigation is often beyond the personal
resources of directors and executive officers;


 


C.                                     In order to induce and encourage
competent and experienced persons such as Indemnitee to serve and continue to
serve as directors and executive officers of the Company and in any other
capacity with respect to the Company, and to otherwise promote the desirable
end that such persons will resist what they consider unjustified lawsuits and
claims made against them in connection with the good faith performance of their
duties, with the knowledge that certain expenses, judgments, fines and
penalties incurred by them in their defense of such litigation are to be borne
by the Company and they shall receive the maximum protection against such risks
and liabilities as may be afforded by law, the Company has determined that  the interests of the Company and its
stockholders would best be served by a combination of liability insurance
coverage and the indemnification by the Company of the directors and executive
officers of the Company;


 


D.                                    Section 145 of the General
Corporation Law of Delaware (“Section 145”), under which the Company is
organized, empowers the Company to indemnify and advance expenses to its
directors, officers, employees and agents by agreement and to indemnify and
advance expenses to persons who serve, at the request of the Company, as the
directors, officers, employees or agents of other corporations or enterprises,
and expressly provides that the indemnification and advancement provided by Section 145
is not exclusive;


 


E.                                      The Company’s Certificate of
Incorporation and By-Laws require the Company to indemnify and advance expenses
to its directors and officers, permit the Company to enter into agreements with
any of its directors or officers providing such rights of indemnification as
the Company may deem appropriate, and expressly provide that the
indemnification and advancement of expenses provided by the Certificate of
Incorporation and By-Laws is not exclusive;


 

















 


F.                                      The Board of Directors has determined
that contractual indemnification as set forth herein is not only reasonable and
prudent but necessary to promote the best interests of the Company and its
stockholders;


 


G.                                     The Company desires and has requested the
Indemnitee to serve or continue to serve as a director or executive officer of
the Company free from undue concern for claims for damages arising out of or
related to such services to the Company; and


 


H.                                    The Indemnitee is willing to serve, or to
continue to serve, the Company, only on the condition that he or she is
furnished the indemnity provided for herein.


 


AGREEMENT


 


NOW, THEREFORE, in
consideration of the mutual covenants and agreements set forth below, the
parties hereto, intending to be legally bound, hereby agree as follows:


 


1.                                       Definitions and References.


 


(a)                                  Agent.  For purposes
of this Agreement, “agent” of the Company means any person who is or was a
director, officer, employee or other agent of the Company or a subsidiary of the
Company, or while a director, officer, employee or other agent of the Company
or a subsidiary of the Company is or was serving at the request of, for the
convenience of, or to represent the interest of the Company or a subsidiary of
the Company as a director, officer, employee or agent of another foreign or
domestic corporation, partnership, joint venture, trust or other enterprise.


 


(b)                                 Change in Control. 
For purposes of this Agreement, “change in control” means a change in
control of the Company occurring after the date of this Agreement of a nature
that would be required to be reported in response to Item 5.01 of Current
Report on Form 8-K (or in response to any similar item on any similar
schedule or form) promulgated under the Securities Exchange Act of 1934, as
amended (the “Exchange Act”) whether or not the Company is then subject to such
reporting requirement; provided, however, that, without
limitation, a change in control shall be deemed to have occurred if after the
date of this Agreement: (i) any “person” (as such term is used in Sections
13(d) and 14(d) of the Exchange Act) becomes the “beneficial owner”
(as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Company representing 30% or more of the combined
voting power of the Company’s then outstanding securities without the prior
approval of at least


 


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two-thirds of the members
of the Board of Directors in office immediately prior to such person attaining
such percentage, (ii) the Company is a party to a merger, consolidation,
sale of assets or other reorganization, or a proxy contest, as a consequence of
which members of the Board of Directors in office immediately prior to such
transaction or event constitute less than a majority of the Board of Directors
thereafter, or (iii) during any period of two consecutive years,
individuals who at the beginning of such period constituted the Board of
Directors (including for this purpose any new director whose election or
nomination for election by the Company’s stockholders was approved by a vote of
at least two-thirds of the directors then still in office who were directors at
the beginning of such period) cease for any reason to constitute at least a
majority of the Board of Directors


 


(c)                                  Expenses.  For purposes
of this Agreement, “expenses” includes all direct and indirect costs of any
type or nature whatsoever (including, without limitation, all attorneys’ fees
and related disbursements and other out-of-pocket costs), actually and
reasonably incurred by the Indemnitee in connection with either the
investigation, defense or appeal of a proceeding or establishing or enforcing a
right to indemnification or advancement under this Agreement, Section 145
or otherwise, and amounts paid in settlement by or on behalf of the Indemnitee,
but shall not include any final judgments, fines or penalties actually levied
against the Indemnitee.


 


(d)                                 Independent Legal Counsel. 
For purposes of this Agreement, “independent legal counsel” means a law
firm or a member of a law firm that neither is presently nor in the past five
years has been retained to represent:  (i) the
Company or the Indemnitee in any matter material to either such party, or (ii) any
other party to the proceeding 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 the
Indemnitee in an action to determine the Indemnitee’s right to indemnification
under this Agreement.


 


(e)                                  Proceeding.  For purposes
of this Agreement, “proceeding” means any threatened, pending or completed
action, suit or other proceeding, whether brought by or in the right of the
Company or otherwise, and whether of a civil, criminal, administrative,
investigative, legislative or other nature.


 


(f)                                    Subsidiary.  For purposes
of this Agreement, “subsidiary” means any corporation of which more than 50% of
the outstanding voting securities are owned directly or indirectly by the
Company, by the Company and one or more other subsidiaries or by one or more
other subsidiaries.


 


(g)                                 References.  For purposes
of this Agreement, “other enterprise” shall include employee benefit plans;
references to “fines” shall include any excise tax assessed with respect to any
employee benefit plans; 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 respect to an employee benefit plan, its
participants or beneficiaries; and any person who acts in good faith and


 


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in a manner he or she
reasonably believed to be in the interest of the participants and beneficiaries
of an employee benefit plan shall be deemed to have acted in a manner “not
opposed to the best interests of the Company” as referred to in this Agreement.


 


2.                                       Agreement to Serve. 
The Indemnitee agrees to serve and/or continue to serve as an agent of
the Company, at the will of the Company (or under separate agreement, if such
agreement exists), so long as the Indemnitee is duly appointed or elected
and qualified in accordance with the applicable provisions of the By-Laws of
the Company or any subsidiary of the Company or until such time as the
Indemnitee is removed as permitted by law or tenders a resignation in writing; provided,
however, that nothing contained in this Agreement is intended to create
any right to continued employment by the Indemnitee in any capacity.


 


3.                                       Indemnity in Third Party Proceedings. 
The Company shall indemnify the Indemnitee if the Indemnitee was or is a
party to or is threatened to be made a party to any proceeding (other than a
proceeding by or in the right of the Company) by reason of the fact that the
Indemnitee is or was an agent of the Company, including any proceeding based
upon any act or inaction by the Indemnitee in the Indemnitee’s capacity as an
agent of the Company, against any and all expenses, judgments, fines and
penalties actually and reasonably incurred by the Indemnitee in connection with
such proceeding, but only if the Indemnitee acted in good faith and in a manner
he or she reasonably believed to be in or not opposed to the best interests of
the Company, and, with respect to any criminal proceeding, had no reasonable
cause to believe his or her conduct was unlawful.  The termination of any proceeding by
judgment, order of court, settlement, conviction or on plea of nolo contendere,
or its equivalent, shall not, of itself, create a presumption that the
Indemnitee did not act in good faith and in a manner which he or she reasonably
believed to be in or not opposed to the best interests of the Company, and with
respect to any criminal proceedings, that the Indemnitee had reasonable cause
to believe that his or her conduct was unlawful.


 


4.                                       Indemnity in Derivative Actions;
Indemnification as Witness.


 


(a)                                  The Company shall indemnify the
Indemnitee if the Indemnitee was or is a party to or is threatened to be made a
party to any proceeding by or in the right of the Company to procure a judgment
in its favor by reason of the fact that the Indemnitee is or was an agent of
the Company, including any proceeding based upon any act or inaction by the
Indemnitee in the Indemnitee’s capacity as an agent of the Company, against all
expenses actually and reasonably incurred by the Indemnitee in connection with
such proceeding, but only if the Indemnitee acted in good faith and in a manner
he or she reasonably believed to be in or


 


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not opposed to the best
interests of the Company, and except that no indemnification under this Section 4
shall be made in respect of any claim, issue or matter as to which the
Indemnitee shall have been found, in a final, nonappealable judgment or other
final, nonappealable adjudication, to be liable to the Company, unless and
only to the extent that the Court of Chancery of the State of Delaware or
the court in which such proceeding was brought shall determine upon application
that, despite the adjudication of liability but in view of all the
circumstances of the case, the Indemnitee is fairly and reasonably entitled to
indemnity for such expenses as such court shall deem proper.


 


(b)                                 Notwithstanding any other provisions of
this Agreement, to the extent the Indemnitee is, by reason of the fact that he
or she is or was an agent of the Corporation, involved in any proceeding but
neither is nor is threatened to be made a party to such proceeding, including
but not limited to testifying as a witness or furnishing documents in response
to a subpoena or otherwise, the Indemnitee shall be indemnified against any and
all expenses actually and reasonably incurred by or for him or her in
connection therewith.


 


5.                                       Indemnification of Expenses of Successful
Party.  Notwithstanding any other provisions of this
Agreement, to the extent that the Indemnitee has been successful on the merits
or otherwise in defense of any proceeding or in defense of any claim, issue or
matter therein, the Company shall indemnify the Indemnitee against all expenses
actually and reasonably incurred in connection with such proceeding.


 


6.                                       Partial Indemnification. 
If the Indemnitee is entitled under any provision of this Agreement to
indemnification by the Company for some or a portion of any expenses,
judgments, fines or penalties, actually and reasonably incurred by the
Indemnitee in a proceeding or in connection with any judicial proceeding or
arbitration pursuant to Section 8(d) to enforce rights under this
Agreement but is not entitled, however, to indemnification for the total amount
thereof, the Company shall nevertheless indemnify the Indemnitee for the
portion thereof to which the Indemnitee is entitled.


 


7.                                       Advancement of Expenses. 
Subject to Section 12(a) hereof, the Company shall advance all
expenses incurred by the Indemnitee in connection with any proceeding to which
the Indemnitee was or is a party or is threatened to be made a party by reason
of the fact that the Indemnitee is or was an agent of the Company.  The Indemnitee hereby undertakes to repay
such amounts advanced only if, and to the extent that, it shall ultimately be
determined in a final, nonappealable judgment or other final, nonappealable
adjudication, that the Indemnitee is not entitled to be indemnified against
such expenses by the Company as authorized by this Agreement.  The advances to be made hereunder shall be
paid by the Company to or on behalf of the Indemnitee within thirty (30) days
following delivery of a written request therefor by the Indemnitee to the Secretary
of the Company.  Such request shall
reasonably evidence the expenses incurred by the Indemnitee and shall include
or be accompanied by an undertaking, by


 


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or on behalf of the
Indemnitee, to repay such amounts advanced if it shall ultimately be determined
in a final, nonappealable judgment or other final, nonappealable adjudication,
that the Indemnitee is not entitled to be indemnified against such expenses by
the Company as authorized by this Agreement or otherwise.


 


8.                                       Notice and Other Indemnification and
Advancement Procedures.


 


(a)                                  Promptly after receipt by the Indemnitee
of notice of the commencement of or the threat of commencement of any
proceeding against the Indemnitee by reason of the fact that the Indemnitee is
or was an agent of the Company, the Indemnitee shall, if the Indemnitee
believes that indemnification or advancement of expenses with respect thereto
may be sought from the Company under this Agreement, notify the Company in
writing of the commencement or threat of commencement thereof, provided the
failure to provide such notification shall not diminish the Indemnitee’s right
to indemnification or advancement of expenses hereunder.


 


(b)                                 To receive indemnification under this
Agreement, the Indemnitee shall submit a written request to the Secretary of
the Company which includes documentation or information that is necessary to
determine whether indemnification is payable under this Agreement and which is
reasonably available to the Indemnitee. 
To the extent not provided pursuant to the terms of this Agreement, any
indemnification requested by the Indemnitee under Section 3, 4, 5 or 6
hereof shall be made by the Company only as authorized in the specific case
upon a determination that indemnification of the Indemnitee is proper in the
circumstances because the Indemnitee has met the applicable standard of conduct
set forth in this Agreement. 
Notwithstanding any provision in the Company’s Certificate of
Incorporation or By-Laws to the contrary, such determination shall be made (i) by
the Board of Directors of the Company by a majority vote of a quorum thereof
consisting of directors who are not parties to such proceeding, or (ii) by
a committee of such directors designated by a majority vote of such directors,
even though less than a quorum, or (iii) in the event such a quorum is not
obtainable, or, even if obtainable a quorum of such directors so directs, by
independent legal counsel in a written opinion to the Board of Directors, a
copy of which shall be delivered to the Indemnitee, or (iv) by the
stockholders or (v) in the event that a change in control has
occurred, by independent legal counsel in a written opinion to the Board of
Directors, a copy of which shall be delivered to the Indemnitee.  Such independent legal counsel shall be
selected by the Board of Directors and approved by the Indemnitee, which
consent shall not be unreasonably withheld, except that in the event that a
change in control has occurred, independent legal counsel shall be selected by
the Indemnitee.  Upon failure of the
Board of Directors so to select such independent legal counsel or upon failure
of the Indemnitee so to approve (or so to select, in the event that a change in
control has occurred), such independent legal counsel shall be selected upon application
to a panel of arbitrators (selected in the manner set forth in Section 8(d) hereof).  The determination of entitlement to
indemnification shall be made and, unless a contrary determination is made,


 


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such indemnification
shall be paid not later than forty-five (45) days after receipt of the written
request of the Indemnitee.


 


(c)                                  Any amounts incurred by the Indemnitee in
connection with a request for indemnification or advancement of expenses hereunder,
under any other agreement, any provision of the Company’s Certificate of
Incorporation and By-Laws or any D&O Insurance (as defined in Section 11),
shall be borne by the Company.


 


(d)                                 Except as set forth herein, the right of
indemnification and advancement of expenses under this Agreement and any
dispute arising hereunder, including but not limited to matters of validity,
interpretation, application and enforcement (including, by way of example, a
dispute that arises because a determination has been made that the Indemnitee
is not entitled to indemnification or because payment has not been timely made
following a determination of entitlement to indemnification or because expenses
are not paid pursuant to Section 7), shall be determined (i) by a
court of competent jurisdiction or (ii) by and through final and binding
arbitration in Washington, D.C., as selected by the party bringing such
judicial proceeding or arbitration.  Any
arbitration shall be conducted in accordance with the commercial arbitration rules then
in effect of the American Arbitration Association before a panel of three
arbitrators, one of whom shall be selected by the Company, the second of whom
shall be selected by the Indemnitee and the third of whom shall be selected by
the other two arbitrators.  If for any
reason arbitration under the arbitration rules of the American Arbitration
Association cannot be initiated, the necessary arbitrator or arbitrators shall
be selected by the presiding judge of the local court of general jurisdiction
in Washington, D.C..  Each arbitrator
selected as provided hereto is required to be serving or to have served as a
director or an executive officer of a corporation whose shares of common stock,
during at least one year of such service, were listed on The NASDAQ Stock
Market or the New York Stock Exchange. 
It is expressly understood and agreed by the parties that any award
entered by the arbitrators may be enforced, without further evidence or
proceedings, in any court of competent jurisdiction.  The determination in any such judicial
proceeding or arbitration shall be made de  novo and the
Indemnitee shall not be prejudiced by reason of a determination (if so made)
pursuant to Section 8(b) that the Indemnitee is not entitled to
indemnification.  If a determination is
made or deemed to have been made pursuant to the terms of Section 8(b) that
the Indemnitee is entitled to indemnification, the Company shall be bound by
such determination and is precluded from asserting that such determination has
not been made or that the procedure by which such determination was made is not
valid, binding and enforceable.  The
Company further agrees to stipulate in any such court or before any such
arbitrator that the Company is bound by all the provisions of this Agreement and
is precluded from making any assertions to the contrary.


 


(e)                                  The provisions of Section 8(d) hereof
shall not apply if, and to the extent that, they may be inconsistent with an
undertaking given by the Company (including an undertaking given after the date
of this Agreement) to the Securities and Exchange Commission to submit to a
court of competent jurisdiction the question whether indemnification for
liabilities under the Securities Act of 1933, as amended (the “Securities Act”),
by the Company is against public policy as expressed in the Securities Act, and
to be governed by the final adjudication of such issue.  In such case, the determination by such court
shall be deemed, for purposes of this Agreement, to be a determination pursuant
to Section 8(d) hereof.


 


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(f)                                    To the extent the Indemnitee is
successful in whole or in part in prosecuting or defending any judicial
proceeding or arbitration pursuant to Section 8(d) hereof (including
any judicial proceeding or arbitration initiated by the Indemnitee to enforce a
right to indemnification or advancement of expenses under this Agreement, and
any judicial proceeding or arbitration initiated by the Company to recover an
advancement of expenses pursuant to the terms of an undertaking), the
Indemnitee shall be entitled to be paid any expenses actually and reasonably
incurred in prosecuting or defending such judicial proceeding or arbitration,
and the Company shall reimburse the Indemnitee for any such expenses.


 


9.                                       Presumptions. 
The Secretary of the Company shall, promptly upon receipt of the
Indemnitee’s written request for indemnification, advise in writing the Board
of Directors or such other person or persons empowered to make the
determination as provided in Section 8(b) that the Indemnitee has
made such request for indemnification. 
Upon making such request for indemnification, the Indemnitee shall be
presumed to be entitled to indemnification hereunder and the Company shall have
the burden of proof in making any determination contrary to such
presumption.  If the person or persons so
empowered to make such determination shall have failed to make the requested
determination with respect to indemnification within forty-five (45) days after
receipt by the Company of such request, a requisite determination of
entitlement to indemnification shall be deemed to have been made and the
Indemnitee shall be absolutely entitled to such indemnification, absent actual
and material fraud in the request for indemnification.


 


10.                                 Assumption of Defense. 
In the event the Company is notified of the commencement of or the
threat of commencement of any proceeding against the Indemnitee by reason of
the fact that the Indemnitee is or was an agent of the Company, the Company,
jointly with any other indemnifying party similarly notified, shall be entitled
to assume the defense of such proceeding, with counsel reasonably acceptable to
the Indemnitee, upon the delivery to the Indemnitee of written notice of its
election to do so.  After delivery of
such notice and the approval of such counsel by the Indemnitee, which approval
shall not be unreasonably withheld, the Company shall not be liable to the
Indemnitee under this Agreement for any fees of counsel subsequently incurred
by the Indemnitee with respect to the same proceeding, provided that (a) the
Indemnitee shall have the right to employ the Indemnitee’s own counsel in such
proceeding at the Indemnitee’s expense and (b) if (i) the employment
of counsel by the Indemnitee has been previously authorized in writing by the
Company, (ii) the Company shall have reasonably concluded that there may
be a conflict of interest between the Company and the Indemnitee in the conduct
of any such defense, or (iii) the Company shall not within sixty (60) days
of receipt of notice from the Indemnitee, in fact, have employed counsel to
assume the defense of such proceeding, the fees and expenses of the Indemnitee’s
counsel shall be at the expense of the Company.


 


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11.                                 Insurance.  The Company
may, but is not obligated to, obtain directors’ and officers’ liability
insurance (“D&O Insurance”) as may be or become available in reasonable
amounts from established and reputable insurers with respect to which the
Indemnitee is named as an insured. 
Notwithstanding any other provision of this Agreement, the Company shall
not be obligated to indemnify the Indemnitee for expenses, judgments, fines or
penalties which have been paid directly to the Indemnitee by D&O Insurance.  If the Company has D&O Insurance in
effect at the time the Company receives from the Indemnitee any notice of the
commencement of or of the threat of commencement of any proceeding against the
Indemnitee by reason of the fact that the Indemnitee is or was an agent of the
Company, the Company shall give prompt notice of the commencement of or the
threat of commencement of such proceeding to the insurers in accordance with
the procedures set forth in the policy. 
The Company shall thereafter take all necessary or desirable action to
cause such insurers to pay, on behalf of the lndemnitee, all amounts payable as
a result of such proceeding in accordance with the terms of such policy.


 


12.                                 Exceptions.  Any other
provision herein or in the Company’s Certificate of Incorporation or By-Laws to
the contrary notwithstanding, the Company shall not be obligated pursuant to
the terms of this Agreement:


 


(a)                                  Claims Initiated by the Indemnitee. 
To indemnify or advance expenses to the Indemnitee with respect to proceedings
or claims initiated or brought voluntarily by the Indemnitee and not by way of
defense, except to the extent that a proceeding or claim is brought by the
Indemnitee to enforce rights under this Agreement; provided, however,
that such indemnification or advancement of expenses may be provided by the
Company in specific cases if the Board of Directors finds it to be appropriate;
or


 


(b)                                 Unauthorized Settlements. 
To indemnify the Indemnitee under this Agreement for any amounts paid in
settlement of a proceeding effected without the Company’s written consent; the
Company shall not settle any proceeding without the Indemnitee’s written
consent; neither the Company nor the Indemnitee will unreasonably withhold
consent to any proposed settlement; or


 


(c)                                  Certain Matters. 
To indemnify the Indemnitee on account of any proceeding with respect to
(i) payments made to the Indemnitee if it is determined by final,
nonappealable judgment or other final, nonappealable adjudication that such
payments were in violation of law or (ii) which it is determined by final,
nonappealable judgment or other final, nonappealable adjudication that the
conduct of the Indemnitee constituted bad faith or active and deliberate
dishonesty; or


 


(d)                                 Section 16. 
To indemnify the Indemnitee on account of any claim by or on behalf of
the Company for recovery of profits resulting from the purchase and sale or
sale and purchase by the Indemnitee of equity securities of the Company
pursuant to Section 16(b) of the Exchange Act; or


 


(e)                                  Unlawful.  To indemnify
the Indemnitee to the extent such indemnification has been determined pursuant
to Section 8(d) hereof to be unlawful.


 


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13.                                 Nonexclusivity. 
The provisions for indemnification and advancement of expenses set forth
in this Agreement shall not be deemed exclusive of any other rights which the
Indemnitee may have under any provision of law, the Company’s Certificate of
Incorporation or By-Laws, the vote of the Company’s stockholders or disinterested
directors, other agreements or otherwise, both as to action in his or her
official capacity and to action in another capacity while occupying his or her
position as an agent of the Company, and the Indemnitee’s rights hereunder
shall continue after the Indemnitee has ceased acting as an agent of the
Company and shall inure to the benefit of the heirs, executors and
administrators of the Indemnitee.


 


14.                                 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 the Indemnitee
to recover against any person for such liability, and Indemnitee shall execute
all papers required and shall do everything that may be necessary to secure
such rights, including the execution of such documents necessary to enable the
Company effectively to bring suit to enforce such rights.


 


15.                                 Interpretation of Agreement. 
It is understood that the parties hereto intend this Agreement to be
interpreted and enforced so as to provide indemnification to the Indemnitee to
the fullest extent now or hereafter permitted by law.


 


16.                                 Severability; Prior Indemnification
Agreements.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever, (a) the validity, legality and enforceability of the remaining
provisions of the Agreement (including without limitation all portions of any
paragraphs of this Agreement containing any such provision held to be invalid,
illegal or unenforceable, that are not themselves invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby, and (b) to
the fullest extent possible, the provisions of this Agreement (including,
without limitation, all portions of any paragraph of this Agreement containing
any such provision held to be invalid, illegal or unenforceable, that are not
themselves invalid, illegal or unenforceable) shall be construed so as to give
effect to the intent manifested by the provision held invalid, illegal or unenforceable
and to give effect to Section 15 hereof. 
This Agreement shall supersede and replace any prior indemnification
agreements entered into by and between the Company and the Indemnitee and any
such prior agreements shall be terminated upon execution of this Agreement.


 


17.                                 Modification and Waiver. 
No supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by both of the parties hereto.  No waiver of any of the provisions of this
Agreement shall be deemed or shall constitute a waiver of any other provision
hereof (whether or not similar) nor shall such waiver constitute a continuing
waiver.


 


18.                                 Successors and Assigns. 
The terms of this Agreement shall bind, and shall inure to the benefit
of, the successors and assigns of the parties hereto.


 


19.                                 Notice.  All notices,
claims, requests, demands and other communications hereunder shall be in
writing and shall be duly given if:  (a) personally
delivered or sent via telecopy, (b) sent by certified mail, return receipt
requested, or (c) sent by nationally recognized overnight courier service
(for next business day delivery), shipping prepaid to the addresses


 


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shown on the signature page of
this Agreement or such other address or addresses as the person to whom notice
is to be given may have previously furnished to the other party in writing in
the manner set forth above.  Notices
shall be deemed given at the time of personal delivery or completed telecopy,
or, if sent by certified mail, three (3) business days after such sending,
or, if sent by nationally recognized overnight courier service, one (1) business
day after such sending.


 


20.                                 Governing Law. 
This Agreement shall be governed exclusively by and construed according
to the laws of the State of Delaware, as applied to contracts between Delaware
residents entered into and to be performed entirely within Delaware, without
giving effect to conflict of laws principles. 
If a court of competent jurisdiction shall make a final determination
that the provisions of the law of any state other than Delaware govern
indemnification by the Company of its directors and executive officers, then
the indemnification provided under this Agreement shall in all instances be enforceable
to the fullest extent permitted under such law, notwithstanding any provision
of this Agreement to the contrary.


 


21.                                 Counterparts. 
This Agreement may be executed in one or more counterparts, each of
which shall for all purposes be deemed to be an original but all of which
together shall constitute one and the same Agreement.  Only one such counterpart signed by the party
against whom enforceability is sought needs to be produced as evidence of the
existence of this Agreement.


 


(Signature
Page Follows.)


 


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The parties hereto have
entered into this Indemnification Agreement effective as of the date first
above written.


 


	
   

  	
  UNITED THERAPEUTICS
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  1110 Spring Street

  
	
   

  	
   

  	
  Silver Spring, Maryland
  20910

  
	
   

  	
   

  	
  Attn:
  [                                    ]

  
	
   

  	
   

  	
  Telephone:
  [(      )
        -          ]

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  INDEMNITEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Address:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Telephone:
  (        )
            -

  



 


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