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Exhibit 10.10    
    


 
 

INDEMNIFICATION AGREEMENT    



        This
Agreement made and entered into this      day of                  2007 (the "Agreement"), by and between Helicos BioSciences
Corporation, a Delaware corporation (the
"Company," which term shall include, where appropriate, any Entity (as hereinafter defined) controlled directly or indirectly by the Company)
and                        (the "Indemnitee"): 



        WHEREAS,
it is essential to the Company that it be able to retain and attract as directors the most capable persons available; 


        WHEREAS,
increased corporate litigation has subjected directors to litigation risks and expenses, and the limitations on the availability of directors and officers liability insurance
have made it increasingly difficult for the Company to attract and retain such persons; 


        WHEREAS,
the Company's By-laws (the "By-laws") require it to indemnify its directors to the fullest extent permitted by law and permit it to make other
indemnification arrangements and agreements; 


        WHEREAS,
the Company desires to provide Indemnitee with specific contractual assurance of Indemnitee's rights to full indemnification against litigation risks and expenses (regardless,
among other things, of any amendment to or revocation of the By-laws or any change in the ownership of the Company or the composition of its Board of Directors); 


        WHEREAS,
the Company intends that this Agreement provide Indemnitee with greater protection than that which is provided by the Company's By-laws; and 


        WHEREAS,
Indemnitee is relying upon the rights afforded under this Agreement in becoming or continuing as a director of the Company. 



        NOW,
THEREFORE, in consideration of the promises and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows: 


        1.    Definitions.    



        (a)   "Corporate
Status" describes the status of a person who is serving or has served (i) as a director of the Company, (ii) in any capacity with respect to any
employee benefit plan of the Company, or (iii) as a director, partner, trustee, officer, employee, or agent of any other Entity at the request of the Company. For purposes of subsection
(iii) of this Section 1(a), if Indemnitee is serving or has served as a director, partner, trustee, officer, employee or agent of a Subsidiary, Indemnitee shall be deemed to be serving
at the request of the Company. 


        (b)   "Entity"
shall mean any corporation, partnership, limited liability company, joint venture, trust, foundation, association, organization or other legal entity. 


        (c)   "Expenses"
shall mean all fees, costs and expenses incurred by Indemnitee in connection with any Proceeding (as defined below), including, without limitation, attorneys'
fees, disbursements and retainers (including, without limitation, any such fees, disbursements and retainers incurred by Indemnitee pursuant to Sections 10 and 11(c) of this Agreement), fees
and disbursements of expert witnesses, private investigators and professional advisors (including, without limitation, accountants and investment bankers), court costs, transcript costs, fees of
experts, travel expenses, duplicating, printing and binding costs, telephone and fax transmission charges, postage, delivery services, secretarial services, and other disbursements and expenses. 


        (d)   "Indemnifiable
Expenses," "Indemnifiable Liabilities" and "Indemnifiable Amounts" shall have the meanings ascribed to those terms in Section 3(a) below. 


        (e)   "Liabilities"
shall mean judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement. 








 




        (f)    "Proceeding"
shall mean any threatened, pending or completed claim, action, suit, arbitration, alternate dispute resolution process, investigation, administrative
hearing, appeal, or any other proceeding, whether civil, criminal, administrative, arbitrative or investigative, whether formal or informal, including a proceeding initiated by Indemnitee pursuant to
Section 10 of this Agreement to enforce Indemnitee's rights hereunder. 



        "Subsidiary"
shall mean any corporation, partnership, limited liability company, joint venture, trust or other Entity of which the Company owns (either directly or through or together
with another Subsidiary of the Company) either (i) a general partner, managing member or other similar interest or (ii) (A) 50% or more of the voting power of the voting capital
equity interests of such corporation, partnership, limited liability company, joint venture or other Entity, or (B) 50% or more of the outstanding voting capital stock or other voting equity
interests of such corporation, partnership, limited liability company, joint venture or other Entity. 




        2.    Services of Indemnitee.    In consideration of the Company's covenants and commitments hereunder, Indemnitee
agrees to serve or continue to serve as a director of the Company. However, this Agreement shall not impose any obligation on Indemnitee or the Company to continue Indemnitee's service to the Company
beyond any period otherwise required by law or by other agreements or commitments of the parties, if any. 


        3.    Agreement to Indemnify.    The Company agrees to indemnify Indemnitee as follows: 



        (a)    Proceedings Other Than By or In the Right of the Company.    Subject to the exceptions contained in
Section 4(a) below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason of Indemnitee's
Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred or paid by Indemnitee in connection with such Proceeding (referred to herein as
"Indemnifiable Expenses" and "Indemnifiable Liabilities," respectively, and collectively as "Indemnifiable Amounts"). 



        (b)    Proceedings By or In the Right of the Company.    Subject to the exceptions contained in Section 4(b)
below, if Indemnitee was or is a party or is threatened to be made a party to any Proceeding by or in the right of the Company by reason of Indemnitee's Corporate Status, Indemnitee shall be
indemnified by the Company against all Indemnifiable Expenses. 


        (c)    Conclusive Presumption Regarding Standard of Care.    In making any determination required to be made under
Delaware law with respect to entitlement to indemnification hereunder, the person, persons or
entity making such determination shall presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee submitted a request therefor in accordance with Section 5 of
this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the making by any person, persons or entity of any determination contrary to that
presumption. 




        4.    Exceptions to Indemnification.    Indemnitee shall be entitled to indemnification under Sections 3(a) and
3(b) above in all circumstances other than with respect to any specific claim, issue or matter involved in the Proceeding out of which Indemnitee's claim for indemnification has arisen, as follows: 



        (a)    Proceedings Other Than By or In the Right of the Company.    If indemnification is requested under
Section 3(a) and it has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee failed to act (i) in good
faith and (ii) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal Proceeding, Indemnitee had reasonable
cause to believe that Indemnitee's conduct was unlawful, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder. 



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        (b)    Proceedings By or In the Right of the Company.    If indemnification is requested under Section 3(b) and 



          (i)  it
has been finally adjudicated by a court of competent jurisdiction that, in connection with such specific claim, issue or matter, Indemnitee failed to act
(A) in good faith and (B) in a manner Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment of
Indemnifiable Expenses hereunder; or 


         (ii)  it
has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to such specific claim, Indemnitee shall not
be entitled to payment of Indemnifiable Expenses hereunder with respect to such claim, issue or matter unless the Court of Chancery or another 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, Indemnitee is fairly and reasonably entitled to indemnification for such
Indemnifiable Expenses which such court shall deem proper; or 


        (iii)  it
has been finally adjudicated by a court of competent jurisdiction that Indemnitee is liable to the Company for an accounting of profits made from the purchase or
sale by the Indemnitee of securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, the rules and regulations promulgated thereunder and
amendments thereto or similar provisions of any
federal, state or local statutory law, Indemnitee shall not be entitled to payment of Indemnifiable Expenses hereunder. 




        (c)    Insurance Proceeds.    To the extent payment is actually made to the Indemnitee under a valid and collectible
insurance policy in respect of Indemnifiable Amounts in connection with such specific claim, issue or matter, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder except in
respect of any excess beyond the amount of payment under such insurance. 




        5.    Procedure for Payment of Indemnifiable Amounts.    Indemnitee shall submit to the Company a written request
specifying the Indemnifiable Amounts for which Indemnitee seeks payment under Section 3 of this Agreement and the basis for the claim. The Company shall pay such Indemnifiable Amounts to
Indemnitee promptly upon receipt of its request. At the request of the Company, Indemnitee shall furnish such documentation and information as are reasonably available to Indemnitee and necessary to
establish that Indemnitee is entitled to indemnification hereunder. 


        6.    Indemnification for Expenses of a Party Who is Wholly or Partly Successful.    Notwithstanding any other
provision of this Agreement, and without limiting any such provision, to the extent that Indemnitee is, by reason of Indemnitee's Corporate Status, a party to and is successful, on the merits or
otherwise, in any Proceeding, Indemnitee shall be indemnified against all Expenses reasonably incurred by Indemnitee or on Indemnitee's behalf in connection therewith. If Indemnitee is not wholly
successful in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee
against all Expenses reasonably incurred by Indemnitee or on Indemnitee's behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Agreement, the termination
of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, by reason of settlement, judgment, order or otherwise, shall be deemed to be a successful result as to such
claim, issue or matter. 


        7.    Effect of Certain Resolutions.    Neither the settlement or termination of any Proceeding nor the failure of the
Company to award indemnification or to determine that indemnification is payable shall create a presumption that Indemnitee is not entitled to indemnification hereunder. In addition, the termination
of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo 


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contendere
or its equivalent shall not create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably believed to be in or not opposed to the best interests
of the Company or, with respect to any criminal Proceeding, had reasonable cause to believe that Indemnitee's action was unlawful. 


        8.    Agreement to Advance Expenses; Undertaking.    The Company shall advance all Expenses incurred by or on behalf
of Indemnitee in connection with any Proceeding, including a Proceeding by or in the right
of the Company, in which Indemnitee is involved by reason of such Indemnitee's Corporate Status within ten (10) calendar days after the receipt by the Company of a written statement from
Indemnitee requesting such advance or advances from time to time, whether prior to or after final disposition of such Proceeding. To the extent required by Delaware law, Indemnitee hereby undertakes
to repay any and all of the amount of Indemnifiable Expenses paid to Indemnitee if it is finally determined by a court of competent jurisdiction that Indemnitee is not entitled under this Agreement to
indemnification with respect to such Expenses. This undertaking is an unlimited general obligation of Indemnitee. 


        9.    Procedure for Advance Payment of Expenses.    Indemnitee shall submit to the Company a written request
specifying the Indemnifiable Expenses for which Indemnitee seeks an advancement under Section 8 of this Agreement, together with documentation evidencing that Indemnitee has incurred such
Indemnifiable Expenses. Payment of Indemnifiable Expenses under Section 8 shall be made no later than ten (10) calendar days after the Company's receipt of such request. 


        10.    Remedies of Indemnitee.    



        (a)    Right to Petition Court.    In the event that Indemnitee makes a request for payment of Indemnifiable Amounts
under Sections 3 and 5 above or a request for an advancement of Indemnifiable Expenses under Sections 8 and 9 above and the Company fails to make such payment or advancement in a timely
manner pursuant to the terms of this Agreement, Indemnitee may petition the Court of Chancery to enforce the Company's obligations under this Agreement. 


        (b)    Burden of Proof.    In any judicial proceeding brought under Section 10(a) above, the Company shall have
the burden of proving that Indemnitee is not entitled to payment of Indemnifiable Amounts hereunder. 


        (c)    Expenses.    The Company agrees to reimburse Indemnitee in full for any Expenses incurred by Indemnitee in
connection with investigating, preparing for, litigating, defending or settling any action brought by Indemnitee under Section 10(a) above, or in connection with any claim or counterclaim
brought by the Company in connection therewith, whether or not Indemnitee is successful in whole or in part in connection with any such action. 


        (d)    Failure to Act Not a Defense.    The failure of the Company (including its Board of Directors or any committee
thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses under
this Agreement shall not be a defense in any action brought under Section 10(a) above, and shall not create a presumption that such payment or advancement is not permissible. 




        11.    Defense of the Underlying Proceeding.    



        (a)    Notice by Indemnitee.    Indemnitee agrees to notify the Company promptly upon being served with any summons,
citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result in the payment of Indemnifiable Amounts or the advancement of Indemnifiable
Expenses hereunder; provided, however, that the failure to give any such notice shall not disqualify Indemnitee from the right, or otherwise affect in any manner any right of Indemnitee, to receive
payments of Indemnifiable Amounts or advancements 



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of
Indemnifiable Expenses unless the Company's ability to defend in such Proceeding is materially and adversely prejudiced thereby. 


        (b)    Defense by Company.    Subject to the provisions of the last sentence of this Section 11(b) and of
Section 11(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment of Indemnifiable Amounts hereunder; provided, however that the
Company shall notify Indemnitee of any such decision to defend within ten (10) calendar days of receipt of notice of any such Proceeding under Section 11(a) above. The Company shall not,
without the prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise which (i) includes an admission of fault of
Indemnitee or (ii) does not include, as an unconditional term thereof, the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and
substance reasonably satisfactory to Indemnitee. This Section 11(b) shall not apply to a Proceeding brought by Indemnitee under Section 10(a) above or pursuant to Section 19
below. 


        (c)    Indemnitee's Right to Counsel.    Notwithstanding the provisions of Section 11(b) above, if in a
Proceeding to which Indemnitee is a party by reason of Indemnitee's Corporate Status, (i) Indemnitee reasonably concludes that he or she may have separate defenses or counterclaims to assert
with respect to any issue which may not be consistent with the position of other defendants in such Proceeding, (ii) a conflict of interest or potential conflict of interest exists between
Indemnitee and the Company, or (iii) if the Company fails to assume the defense of such proceeding in a timely manner, Indemnitee shall be entitled to be represented by separate legal counsel
of Indemnitee's choice at the expense of the Company. In addition, if the Company fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person
takes any action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding to deny or to recover from Indemnitee the benefits intended to be provided to Indemnitee
hereunder, Indemnitee shall have the right to retain counsel of Indemnitee's choice, at the expense of the Company, to represent Indemnitee in connection with any such matter. 




        12.    Representations and Warranties of the Company.    The Company hereby represents and warrants to Indemnitee as
follows: 



        (a)    Authority.    The Company has all necessary power and authority to enter into, and be bound by the terms of,
this Agreement, and the execution, delivery and performance of the undertakings contemplated by this Agreement have been duly authorized by the Company. 



        (b)    Enforceability.    This Agreement, when executed and delivered by the Company in accordance with the provisions
hereof, shall be a legal, valid and binding obligation of the Company, enforceable against the Company in accordance with its terms, except as such enforceability may be limited by applicable
bankruptcy, insolvency, moratorium, reorganization or similar laws affecting the enforcement of creditors' rights generally. 




        13.    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 a reputable insurance company providing the Indemnitee with coverage for losses from wrongful acts. For so
long as Indemnitee shall remain a director of the Company and with respect to any such prior service, in all policies of director and officer 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 officers and directors. 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, or if the coverage provided by such 


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insurance
is limited by exclusions so as to provide an insufficient benefit. The Company shall promptly notify Indemnitee of any good faith determination not to provide such coverage. 


        14.    Contract Rights Not Exclusive.    The rights to payment of Indemnifiable Amounts and advancement of
Indemnifiable Expenses provided by this Agreement shall be in addition to, but not exclusive of, any other rights which Indemnitee may have at any time under applicable law, the Company's Certificate
of Incorporation or By-laws, or any other agreement, vote of stockholders or directors (or a committee of directors), or otherwise, both as to action in Indemnitee's official capacity and
as to action in any other capacity as a result of Indemnitee's serving as a director of the Company. 


        15.    Successors.    This Agreement shall be (a) binding upon all successors and assigns of the Company
(including any transferee of all or a substantial portion of the business, stock and/or assets of the Company and any direct or indirect successor by merger or consolidation or otherwise by operation
of law) and (b) binding on and shall inure to the benefit of the heirs, personal representatives, executors and administrators of Indemnitee. This Agreement shall continue for the benefit of
Indemnitee and such heirs, personal representatives, executors and administrators after Indemnitee has ceased to have Corporate Status. 


        16.    Subrogation.    In the event of any payment of Indemnifiable Amounts under this Agreement, the Company shall be
subrogated to the extent of such payment to all of the rights of contribution or recovery of Indemnitee against other persons, and Indemnitee shall take, at the request of the Company, all reasonable
action necessary to secure such rights, including the execution of such documents as are necessary to enable the Company to bring suit to enforce such rights. 


        17.    Change in Law.    To the extent that a change in Delaware law (whether by statute or judicial decision) shall
permit broader indemnification or advancement of expenses than is provided under the terms of the By-laws and this Agreement, Indemnitee shall be entitled to such broader indemnification
and advancements, and this Agreement shall be deemed to be amended to such extent. 


        18.    Severability.    Whenever possible, each provision of this Agreement shall be interpreted in such a manner as
to be effective and valid under applicable law, but if any provision of this Agreement, or any clause thereof, shall be determined by a court of competent jurisdiction to be illegal, invalid or
unenforceable, in whole or in part, such provision or clause shall be limited or modified in its application to the minimum extent necessary to make such provision or clause valid, legal and
enforceable, and the remaining provisions and clauses of this Agreement shall remain fully enforceable and binding on the parties. 


        19.    Indemnitee as Plaintiff.    Except as provided in Section 10(c) of this Agreement and in the next
sentence, Indemnitee shall not be entitled to payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with respect to any Proceeding brought by Indemnitee against the Company, any
Entity which it controls, any director or officer thereof, or any third party, unless the Board of Directors of the Company has consented to the initiation of such Proceeding. This Section shall not
apply to counterclaims or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee. 


        20.    Modifications and Waiver.    Except as provided in Section 17 above with respect to changes in Delaware
law which broaden the right of Indemnitee to be indemnified by the Company, no supplement, modification or amendment of this Agreement shall be binding unless executed in writing by each 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 provisions of this Agreement (whether or not similar), nor shall such
waiver constitute a continuing waiver. 


        21.    General Notices.    All notices, requests, demands and other communications hereunder shall be in writing and
shall be deemed to have been duly given (a) when delivered by hand, (b) when 


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transmitted
by facsimile and receipt is acknowledged, or (c) if mailed by certified or registered mail with postage prepaid, on the third business day after the date on which it is so mailed: 




          (i)  If
to Indemnitee, to: 















         (ii)  If
to the Company, to: 




Helicos
BioSciences Corporation

One Kendall Square, Building 700

Cambridge, MA 02139

Facsimile No.: [                  ]

Attn: Secretary 







or
to such other address as may have been furnished in the same manner by any party to the others. 



        22.    Governing Law; Consent to Jurisdiction; Service of Process.    This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware without regard to its rules of conflict of laws. Each of the Company and the Indemnitee hereby irrevocably and unconditionally consents
to submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and the courts of the United States of America located in the State of Delaware (the "Delaware Courts") for
any litigation arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any litigation relating thereto except in such courts), waives any
objection to the laying of venue of any such litigation in the Delaware Courts and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in an
inconvenient forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State of Delaware, to appoint and maintain an agent in
the State of Delaware as such party's agent for acceptance of legal process, and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing
receipt validated by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have the same legal force and effect as if
served upon such party personally within the State of Delaware. For purposes of implementing the parties' agreement to appoint and maintain an agent for service of process in the State of Delaware,
each such party does hereby appoint The Corporation Trust Company, 1209 Orange Street, Wilmington, New Castle County, Delaware 19801, as such agent and each such party hereby agrees to complete all
actions necessary for such appointment. 


[signature
page follows] 


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



	

 	
 	

HELICOS BIOSCIENCES CORPORATION
	

 	
 	

By:	

 
	 	 	 	

	 	 	Name:

Title:	 
	

 	
 	

INDEMNITEE
	 	 	 	 
	

 	
 	















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Exhibit 10.10


INDEMNIFICATION AGREEMENT