Exhibit 10.13


 


INDEMNIFICATION AGREEMENT


 


This Agreement
is 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 capacities
unless they are provided with adequate protection through insurance or adequate
indemnification against inordinate risks of claims and actions against them
arising out of their service to and activities on behalf of the corporation;
and


 


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


 


WHEREAS, it is
reasonable, prudent and necessary for the Company to obligate itself by
contract to indemnify such persons to the fullest extent permitted by
applicable law so that they will serve or continue to serve the Company free
from undue concern for litigation claims for damages arising out of or related
to the performance of such service; and


 


WHEREAS,
Indemnitee is willing to serve or continue to serve as a [director/officer] of the Company and its
subsidiaries with the understanding that the Indemnitee shall be indemnified to
the 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 the
purposes of this Agreement, the following terms shall have the meaning given
here:


 


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 other
corporation, partnership, joint venture, trust, employee benefit plan or other
enterprise which such person is or was serving at the express written request
of the Company.


 

















 


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


 


Section 1.4
“Enterprise” means the Company and any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise of which Indemnitee
is 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, duplicating
costs, printing and binding costs, telephone charges, postage, delivery service
fees, and all other disbursements or expenses of the types customarily incurred
in connection with prosecuting or defending (or preparing to prosecute or
defend) a Proceeding, investigating the matters at issue in a Proceeding, or
being or preparing to be a witness in a Proceeding.


 


Section 1.6
“Good Faith” means Indemnitee having acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of
the Enterprise, and, with respect to any criminal Proceeding, having had no
reasonable cause to believe Indemnitee’s conduct was unlawful.


 


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


 


ARTICLE II


 


TERM OF AGREEMENT


 


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


 


ARTICLE III


 


SERVICES BY INDEMNITEE, NOTICE OF PROCEEDINGS


 


Section
3.1  Services.  Indemnitee agrees to serve as a [director/officer] of the Company, and from
time to time, in such capacity as a director and/or officer of any other
Enterprise 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 Indemnitee
and the Company or such other Enterprise.


 


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Section
3.2  Notice of Proceeding.
Indemnitee agrees promptly to notify the Company in writing upon being served
with any summons, citation, subpoena, complaint, indictment, information or
other document relating to any Proceeding or matter which may be subject to
indemnification or advancement of Expenses covered hereunder.


 


Section
3.3  Cooperation. Indemnitee
agrees to cooperate (and to cause his representatives to cooperate) with the
Company and its counsel in connection with any Proceeding or other matter which
may be subject to indemnification or advancement of Expenses covered hereunder.


 


ARTICLE IV


 


INDEMNIFICATION


 


Section
4.1  In General. The Company
shall indemnify and advance Expenses to Indemnitee in connection with any
Proceeding as provided in this Agreement and to the fullest extent permitted by
applicable law in effect on the date hereof and to such greater extent as
applicable law may thereafter from time to time permit.


 


Section
4.2  Third Party Actions. 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 or any other
Enterprise) by reason of his Corporate Status, or by reason of any act or
omission in any such capacity, the Company shall indemnify him against any and
all Expenses and liabilities of any type whatsoever (including, but not limited
to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in
settlement) actually and reasonably incurred by or for him in connection with
the investigation, defense, settlement or appeal of such Proceeding or any
claim, issue or matter therein if he acted in Good Faith.


 


Section
4.3  Derivative Actions. 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 or any other Enterprise to procure
a judgment in its favor by reason of his Corporate Status, or by reason of any
act or omission in any such capacity, the Company shall indemnify him against
any and all Expenses actually and reasonably incurred by or for him in
connection with the investigation, defense, settlement, or appeal of such
Proceeding if he acted in Good Faith; except that no indemnification under this
Section 4.3 shall be made in respect of any claim, issue or matter as to which
such person shall have been adjudged by a court of competent jurisdiction,
after exhaustion of all appeals therefrom, to be liable to the Enterprise or
for amounts paid in settlement to or by the Enterprise, unless and only to the
extent that the court in which the Proceeding was brought or other court of
competent jurisdiction determines upon application that in view of all the
circumstances of the case, the Indemnitee is fairly and reasonably entitled to
indemnity for such expenses as the court deems proper.


 


Section
4.4  Indemnification of a Party who
is Wholly or Partially Successful. 
Notwithstanding any other provision of this Agreement, 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 to the maximum extent permitted by law,


 


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against any and all Expenses
and liabilities of any type whatsoever (including, but not limited to,
judgments, fines, ERISA excise taxes or penalties, and amounts paid in
settlement) actually and reasonably incurred by or for him 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 to the maximum extent permitted by law, against all Expenses and
liabilities of any type whatsoever (including, but not limited to, judgments,
penalties, and amounts paid in settlement) actually and reasonably incurred by
or for him in connection with each successfully resolved claim, issue or
matter. For purposes of this Section 4.4 and without limitation, the
termination 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 such
claim, issue or matter, so long as there has been no finding (either
adjudicated or pursuant to Article VI) that Indemnitee did not act in Good
Faith.


 


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


 


ARTICLE V


 


ADVANCEMENT OF EXPENSES


 


Notwithstanding
any provision to the contrary in Article VI, the Company shall advance all
reasonable Expenses which, by reason of Indemnitee’s Corporate Status, were
incurred by or for him in connection with any proceeding in advance of the
final disposition thereof, within ten (10) business days after the receipt by
the Company of a statement or statements from Indemnitee requesting such
advance or advances. Such statement or statements shall reasonably evidence the
Expenses incurred by or for Indemnitee. Indemnitee hereby agrees to repay any
Expenses advanced hereunder if it shall ultimately be determined that
Indemnitee is not entitled to be indemnified against such Expenses. Any
advances and the undertaking to repay pursuant to this Article V shall be
unsecured and interest free.


 


ARTICLE VI


 


DETERMINATION OF RIGHT TO INDEMNIFICATION


 


Section
6.1  No Determination Necessary when
Indemnitee was Successful.  To the
extent Indemnitee has been successful on the merits or otherwise in defense of
any Proceeding referred to in Sections 4.2 or 4.3 of this Agreement or in the
defense of any claim, issue or matter described therein, the Company shall
indemnify Indemnitee against Expenses actually and reasonably incurred by or
for him in connection with the investigation, defense, or appeal of such
Proceeding.


 


Section
6.2  Forum for Determination.  If the Company claims that Indemnitee is not
entitled to indemnification under this Agreement, Indemnitee shall be entitled
to select the forum in which the validity of the Company’s claim will be heard
from among the following:


 


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(a)                       A
quorum of the Board consisting of Disinterested Directors;


 


(b)                      The
shareholders of the Company;


 


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


 


(d)                      A
panel of three arbitrators, one of whom is selected by the Company, another of
whom is selected by Indemnitee and the last of whom is selected by the first
two arbitrators so selected.  As soon as
practicable, and in no event later than thirty (30) days after written notice
of Indemnitee’s choice of forum pursuant to this Section 6.2, the Company
shall, at its own expense, submit to the selected forum in such manner as
Indemnitee or Indemnitee’s counsel may reasonably request, its claim that
Indemnitee is not entitled to indemnification, and the Company shall act in the
utmost good faith to assure Indemnitee a complete opportunity to defend against
such claim.


 


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


 


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


 


Section 6.5 Third
Party Defendant. Company hereby agrees that in the event a claim is brought
against Indemnitee in any Proceeding to which Indemnitee would be entitled to
Indemnification under Articles IV and VI hereunder, and Indemnitee desires to
name Company as a third party defendant in any such Proceeding, Company will
not contest service of process or personal jurisdiction.


 


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ARTICLE
VII


 


PRESUMPTIONS
AND EFFECT OF CERTAIN PROCEEDINGS


 


Section
7.1  Burden of Proof. In making a
determination 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. The Company
shall have the burden of proof to overcome that presumption by a preponderance
of the evidence.


 


Section
7.2  Effect of Other Proceedings.
The termination of any Proceeding or of any claim, issue or matter therein, by
judgment, order, settlement or conviction, or upon a plea of nolo contendere or
its equivalent, shall not of itself adversely affect the right of Indemnitee to
indemnification or create a presumption that Indemnitee did not act in Good
Faith.


 


Section
7.3  Reliance as Safe Harbor. For
purposes of any determination of Good Faith, Indemnitee shall be deemed to have
acted in Good Faith if Indemnitee’s action is based on the records or books of
account of the Company, including financial statements, or on information
supplied to Indemnitee by the officers of the Company in the course of their
duties, or on the advice of legal counsel for the Company or on information or
records given or reports made to the Company by an independent certified public
accountant or by an appraiser or other expert selected with reasonable care by
the Company. The provisions of this Section 7.3 shall not be deemed to be
exclusive or to limit in any way the other circumstances in which the
Indemnitee may be deemed to have met the applicable standard of conduct set
forth in this Agreement.


 


ARTICLE VIII


 


NON-EXCLUSIVITY, INSURANCE, SUBROGATION


 


Section
8.1  Non-Exclusivity. The rights
of indemnification and to receive advancement of Expenses as provided by this
Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Articles of
Incorporation, the By-Laws, any agreement, a vote of shareholders or a
resolution of directors, directors and officers insurance, or otherwise. No
amendment, alteration, rescission or replacement of this Agreement or any
provision hereof shall be effective as to Indemnitee with respect to any action
taken or omitted by such Indemnitee in Indemnitee’s Corporate Status prior to
such amendment, alteration, rescission or replacement.


 


Section
8.2  Insurance. The Company may
maintain an insurance policy or policies against liability arising out of this
Agreement or otherwise.


 


Section
8.3  Subrogation. In the event of
any 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 papers required and take all action necessary to secure such
rights, including execution of such documents as are necessary to enable the
Company to bring suit to enforce such rights.


 


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


 


ARTICLE IX


 


GENERAL PROVISIONS


 


Section
9.1  Successors and Assigns. This
Agreement shall be binding upon the Company and its successors and assigns and
shall inure to the benefit of Indemnitee and Indemnitee’s heirs, executors and
administrators.


 


Section
9.2  Severability. If any
provision or provisions of this Agreement shall be held to be invalid, illegal
or unenforceable for any reason whatsoever, the validity, legality and
enforceability of the remaining provisions of this Agreement (including without
limitation, each portion of any Section of this Agreement containing any such
provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall not in any way be affected or impaired
thereby; and, to the fullest extent possible, the provisions of this Agreement
(including, without limitation, each portion of any Section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable,
that is not itself invalid, illegal or unenforceable) shall be construed so as
to give effect as much as possible to the intent manifested by the provision
held invalid, illegal or unenforceable.


 


Section
9.3  Counterparts; Headings. 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 to evidence
the existence of this Agreement. The headings of the paragraphs of this
Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.


 


Section
9.4  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 provisions hereof (whether or not similar) nor shall such waiver
constitute a continuing waiver.


 


Section
9.5  Notices.  All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given if (i) delivered by hand and receipted for by the party to whom said
notice or other communication shall have been directed, (ii) mailed by
certified or registered mail with postage prepaid, on the third business day
after the date of which it is so mailed, or (iii) mailed by overnight courier
with 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 such
other address as may have been furnished to Indemnitee by the Company or to the
Company by Indemnitee, as the case may be.


 


Section
9.6  Governing Law. The parties
agree that this Agreement shall be governed by, and construed and enforced in
accordance with, the laws of the State of Nevada without application of the
conflict of laws principles thereof.


 


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


 


	
   

  	
  COMPANY:

  
	
   

  	
   

  
	
   

  	
  PHOTOGEN TECHNOLOGIES, INC.

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
  INDEMNITEE:

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Name:

  
	
   

  	
  Notice
  Address:

  
					



 


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