formofindemnificationagr






                                                                    Exhibit 10.1                                   INDEMNITY AGREEMENT                                                 THIS AGREEMENT, having an effective date of ____, _____ (“Effective Date”), is entered  into BY and BETWEEN:                 ARBUTUS  BIOPHARMA  CORPORATION,  a  company  duly              incorporated  under  the  laws  of  the  Province  of British  Columbia,  and              having an office at 701 Veterans Circle, Warminster, PA 18974                             (the “Indemnitor”)                 AND:                 __________________, with an address ______________________                             (the “Indemnitee”)                 WHEREAS:     (A)   the Indemnitor has requested the Indemnitee to act as a director or officer of the Indemnitor and        may ask the Indemnitee to act in a similar capacity with affiliates of the Indemnitor; and     (B)   the Indemnitee has agreed, subject to the granting of the indemnities and releases herein provided        for, to act as a director or officer of the Indemnitor and act in a similar capacity with affiliates of        the Indemnitor if requested;     NOW THEREFORE in consideration of these  premises, the mutual covenants and agreements  herein  contained and other good and valuable consideration, the receipt and sufficiency of which is acknowledged  by each of the parties hereto, the parties hereto covenant and agree as set forth below.     1.          INDEMNITY     1.1                                      Subject  to  §1.2,  and  §2.6(b)  below  the  Indemnitor  shall  indemnify  and  save  harmless the Indemnitee, and the Indemnitee’s successors, heirs and personal representatives (together with  the Indemnitee, the “Indemnified Parties”) against and from:           (a)               any  and all actions  and claims, whether current, threatened, pending or completed,        whether  civil,  criminal,  quasi-criminal  or  administrative,  of  every  nature  and  kind  whatsoever        which  may  be  brought  or  made by  any  person,  firm,  corporation  or  government,  or  by  any        governmental department, body, commission, board, bureau, agency or instrumentality against the        Indemnified Parties in connection with the Indemnitee’s execution of the duties of his office held        as a director or officer with the Indemnitor or any affiliate of the Indemnitor from time to time;                                       





 






                                        -2-        (b)               any and all costs, damages, charges, expenses (including legal fees and disbursements,        on a full indemnity basis), fines, liabilities (statutory or otherwise), losses and penalties which the        Indemnitee may sustain, incur or be liable for in consequence of his acting as a director or officer        of the Indemnitor or any affiliate of the Indemnitor from time to time, whether sustained or incurred        by reason of the Indemnitee’s negligence, default, breach of duty, breach of trust, failure to exercise        due diligence or otherwise in relation to the Indemnitor or any of its affiliates from time to time, or        any of their respective affairs;                 (c)               without in any way limiting the generality of the foregoing, any and all costs, damages,        charges,  expenses  (including  legal  fees  and  disbursements  on  a  full  indemnity  basis),  fines,        liabilities, losses and penalties which the Indemnified Parties may sustain, incur or be liable for as        a result of or arising by operation of statute and incurred by or imposed upon the Indemnified        Parties in relation to the affairs of the Company in the Indemnitee’s capacity as director or officer,        including but not limited to, all statutory obligations to creditors, employees, suppliers, contractors,        subcontractors and any government or agency or division of any government, whether federal,        provincial, state, regional or municipal whether existing at the date hereof or incurred hereafter;        and                 (d)               without in any way limiting the generality of the foregoing, the Indemnitor agrees that        should  any  payment  or  reimbursement  made  pursuant  to  this  Agreement,  including  without        limitation  the payment  of  insurance  premiums  or  any  payment  made  by  an  insurer  under  an        insurance policy, be deemed to constitute a taxable benefit or otherwise be or become subject to        any tax or levy upon the Indemnified Parties, then the Indemnitor shall pay such amount as may be        necessary to ensure that the amount received by or on behalf of the Indemnified Parties, after the        payment of or withholding for such tax, fully reimburses the Indemnified Parties for the actual cost,        expense or liability incurred by or on his or her behalf.           1.2                                      Notwithstanding the provisions of §1.1, the Indemnitor shall not be obligated to  indemnify or save  harmless  the  Indemnified  Parties against and from any action, claim, cost, damage,  charge, expense, fine, liability, loss or penalty:           (a)               if in respect thereof the Indemnitee failed to act honestly and in good faith with a view        to the best interests of the Indemnitor or its affiliate as the case may be;                 (b)               in the case of a criminal or administrative action or proceeding, if the Indemnitee did        not have reasonable grounds for believing that his conduct was lawful;                 (c)               arising  out  of  any  act,  error  or  omission  of  the  Indemnitee  that  is  fraudulent  or        malicious and that is committed by the Indemnitee with actual fraudulent or malicious purpose or        intent; or                 (d)               for which he is entitled to indemnity pursuant to any valid and collectible policy of        insurance, to the extent of such insurance. Where partial indemnity is provided by such policy of        insurance, the obligation of the Indemnitor under §1.1 shall continue in effect but be limited to that        portion of the liability for which indemnity is not provided by such policy.             





 






                                      -3-  1.3                                      The determination of any claim by judgment, order, settlement or conviction, or  upon a plea of “nolo contendere” or its equivalent, will not, of itself, create any presumption for the purposes  of this Agreement that the Indemnitee did not act honestly and in good faith with a view to the best interests  of the Indemnitor or with the care, diligence, and skill of a reasonably prudent person or, in the case of a  criminal or administrative action or proceeding, that he did not have reasonable grounds for believing that  his conduct was lawful (unless the judgment or order of a court specifically finds otherwise) or that the  Indemnitee had committed wilful neglect or gross default.     2.          DEFENSE     2.1                                      For the purposes of this section 2:           “Action” means any action, inquiry, investigation, suit or other proceeding before a court or other        tribunal in which a Claim is brought, made or advanced by or against the Indemnitee;                 “Claim”  means  any  allegation  of  charge,  claim,  cost,  damage,  expense,  fine,  liability,  loss  or        penalty contemplated by §1.1;                 “Judgment” means an award of damages or other monetary compensation made in an Action or        any amounts the Indemnitee is ordered to pay by any court or other tribunal or any government,        governmental  department,  body,  commission,  board,  bureau,  agency  or  instrumentality  having        proper jurisdiction as a result of any Claim brought, made or advanced of or against the Indemnitee;        and                 “Settlement” means an agreement to compromise a Claim or an Action.           2.2                                      Upon the Indemnitee becoming aware of any pending or threatened Claim or  Action,  the  Indemnitee  must  provide  written  notice  of  it  to  the  Indemnitor  as  soon  as  is  reasonably  practicable.     2.3                                      The Indemnitor shall have full power and authority to conduct such investigation  of each Claim as is reasonably necessary in the circumstances and shall pay all costs of such investigation.     2.4                                      Subject to this subsection and §2.6(b), the Indemnitor shall defend, on behalf of  the  Indemnitee, any  Claim or Action, even if the  basis for the  Claim or Action is groundless, false  or  fraudulent. If the Indemnitor has reasonable grounds for believing that any of the circumstances described  in §1.2 apply to the Claim or Action, then the Indemnitor, upon giving the Indemnitee written notice of its  belief and the grounds therefore, may refuse to so defend the Claim or Action, but such refusal shall not  relieve the Indemnitor from any of its obligations of indemnity hereunder if it has determined that none of  the provisions of §1.2 apply to the Claim or Action.                                 





 






                                        -4-  2.5                                      The Indemnitor shall consult with and pay reasonable heed to the Indemnitee  concerning the appointment of any defence counsel to be engaged by the Indemnitor in fulfillment of its  obligation to defend a Claim or Action, pursuant to §2.4.     2.6                                      With  respect  to  a  Claim  or  Action  for  which  the  Indemnitor  is  obliged  to  indemnify the Indemnitee hereunder:           (a)               the Indemnitor may conduct negotiations towards a Settlement and, with the written        consent  of  the  Indemnitee  (which  the  Indemnitee  agrees  not  to  unreasonably  withhold),  the        Indemnitor may make such Settlement as it (in its sole judgment) deems appropriate or expedient        in the circumstances, provided, however, that the Indemnitee shall not be required, as part of any        proposed Settlement, to admit liability or agree to indemnify the Indemnitor in respect of, or make        contribution  to,  any  compensation  or  other  payment  for  which  provision  is  made  by  such        Settlement; and                 (b)               if the Indemnitee fails to give his consent to the terms of a proposed Settlement which        is  otherwise  acceptable  to  the  Indemnitor  and  the  claimant,  the  Indemnitor  may  require  the        Indemnitee to negotiate or defend the Claim or Action independently of the Indemnitor and in such        event any amount recovered by such claimant in excess of the amount for which Settlement could        have been made by the Indemnitor, shall not be recoverable under this Indemnity, it being further        agreed by the parties that the Indemnitor shall only be responsible for legal fees and costs up to the        time at which such Settlement could have been made.           2.7                                      The Indemnitor shall have the right to negotiate a Settlement in respect of any  Claim or Action which is founded upon any of the acts specified in §1.2. In the event that the Indemnitor  negotiates  a  Settlement  in  respect  of  any  of  the  acts  specified  in  §1.2,  the  Indemnitee  shall  pay  any  compensation  or  other  payment  for  which  provision  is  made  under the  Settlement  and  shall  not  seek  indemnity or contribution from the Indemnitor, within 60 days of the Indemnitor making demand therefor,  all fees, costs and expenses (including legal fees and disbursements on a full indemnity basis) which result  from the defence of the Claim or the Action in respect of which the Settlement was made, including the  cost of any investigation undertaken by the Indemnitor in connection therewith, to the date the Settlement  was made.     2.8                                      The  Indemnitor  shall  pay  any  Judgment  which  may  be  given  against  the  Indemnitee unless any of the circumstances set out in §1.2 applies to the Action in respect of which the  Judgment is given or unless and to the extent the Indemnitee is otherwise entitled to indemnity under the  policy of insurance as contemplated by §1.2(d) in either case, the Indemnitee shall pay to the Indemnitor,  within 60 days of the Indemnitor making demand therefore, all, fees, costs and expenses (including legal  fees and disbursements on a full indemnity basis) which result from the defence and appeal of the Action,  including the costs of any investigation undertaken by the Indemnitor in connection with the Action.     2.9                                      Upon  the  request  of the  Indemnitee  and  subject  to  the  restrictions  set  out in  the Business Corporations Act (British Columbia), the Indemnitor shall pay the expenses of the Indemnitee  incurred in relation to a Claim or an Action indemnified hereunder, provided the Indemnitee hereby gives  an undertaking to repay such expenses if it is finally determined that such payments are not indemnifiable  under this agreement or prohibited by the Business Corporations Act (British Columbia).       





 






                                      -5-    3.          GENERAL     3.1                                      Nothing herein contained shall in any way affect the Indemnitee’s right to resign  from his position as director or officer of the Indemnitor at any time.     3.2                                      The indemnity and release herein provided for shall survive the termination of  the Indemnitee’s position as director or officer of the Indemnitor, the termination of this Agreement, and  shall continue in full force and effect thereafter.     3.3                                      This Agreement supersedes all prior agreements between the parties with respect  to its subject matter. Notwithstanding the forgoing, nothing in this Agreement shall be deemed to diminish  or otherwise restrict an Indemnified Party’s right to indemnification under any provision of the Indemnitor’s  articles or under applicable corporate law.     3.4                                      Unless stated otherwise, all monies to be paid hereunder shall be paid within 10  days of becoming payable.     3.5                                      The Indemnitee acknowledges that he has been advised to obtain independent  legal advice with respect to entering into this Agreement, that he has obtained such independent legal advice  or has expressly waived such advice, and that he is entering into this Agreement with full knowledge of the  contents hereof, of his own free will and with full capacity and authority to do so.     3.6                                      If any provision of this Agreement is determined to be invalid or unenforceable  in whole or in part, such invalidity or unenforceability shall attach only to such provision or part thereof  and the remaining part of such provision and all other provisions hereof shall continue in full force and  effect. The parties hereto agree to negotiate in good faith to agree to a substitute provision which shall be  as close as possible to the intention of any invalid or unenforceable provision as may be valid or enforceable.  The invalidity or unenforceability of any provision in any particular jurisdiction shall not affect its validity  or enforceability in any other jurisdiction where it is valid or enforceable.     3.7                                      Each party hereto agrees to do all such things and take all such actions as may  be necessary or desirable to give full force and effect to the matters contemplated by this Agreement.     3.8                                      This Agreement shall enure to the benefit of and be binding upon the parties  hereto and their respective heirs, executors, administrators, legal representatives, successors and permitted  assigns.     3.9                                      Time shall be of the essence of this Agreement.     3.10                                  This Agreement and the application or interpretation hereof shall be governed  exclusively by its terms and by the laws of the Province of British Columbia and the laws of Canada  applicable therein and the parties hereto hereby irrevocably attorn to the jurisdiction of the courts of the  Province of British Columbia.                                              -6-  IN WITNESS WHEREOF parties hereto have duly executed this Agreement as of the date first written  above. 





 






   ARBUTUS BIOPHARMA CORPORATION     Per: ___________________________________________           Authorized Signatory     Signed, Sealed and Delivered by __________ in the presence of:     ___________________________________________  Witness (Signature)     ___________________________________________  Name (please print)     ___________________________________________  Address     ___________________________________________  City, Province     ___________________________________________  Occupation                                                                                                                 





 






                               Schedule to Exhibit 10.1                                                                                                                             The following directors and executive officers are parties to an Indemnity Agreement with the Company,  each of which are substantially identical in all material respects to the representative Indemnity  Agreement filed herewith as Exhibit 10.1 except as to the name of the signatory and the effective date of  each signatory’s Indemnity Agreement. The name of each signatory to the Indemnity Agreement is set  forth below. The actual Indemnity Agreements are omitted pursuant to Instruction 2 to Item 601 of  Regulation S-K.                                        INDEMNITEE                                                                           William H. Collier                                  David C. Hastings                                 Michael McElhaugh                                 Gaston Picchio, PhD                                  Frank Torti, MD                                   James Meyers                                    Myrtle Potter                                   Andrew Cheng