Blueprint





 






 






 Exhibit 10.24




INDEMNIFICATION AGREEMENT


This
Indemnification Agreement ("Agreement") is made as of _________ __,
2016 by and between Adgero Biopharmaceuticals Holdings, Inc., a
Delaware corporation (the "Company"), and ______________
("Indemnitee").


RECITALS


WHEREAS, highly
competent persons have become more reluctant to serve publicly-held
corporations as directors or 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 due to the fact that such exposure
frequently bears no relationship to compensation paid to such
officers and directors;


WHEREAS, the
Company and 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 officers;


WHEREAS, the
Company’s Bylaws provide for the indemnification of the
officers and directors of the Company to the fullest extent
permitted by the General Corporation Law of the State of Delaware
(the "DGCL"). The Bylaws expressly provide that the indemnification
provisions set forth therein are not exclusive and contemplate that
contracts may be entered into between the Company and its directors
and officers with respect to indemnification;


WHEREAS, Section
145 of the DGCL empowers the Company to indemnify its officers,
directors, employees and agents by agreement and to indemnify
persons who serve, at the Company’s request, as the
directors, officers, employees or agents of other corporations or
enterprises;


WHEREAS, Section
102(b)(7) of the DGCL allows the Company to include in its
Certificate of Incorporation a provision limiting or eliminating
the personal liability of a director for monetary damages in
respect of claims by shareholders and corporations for breach of
certain fiduciary duties, and the Company has so provided in its
Certificate of Incorporation that each director shall be exculpated
from such liability to the maximum extent permitted by
law;


WHEREAS, the
Company, after reasonable investigation, has determined that the
liability insurance coverage presently available to the Company may
be inadequate in certain circumstances to cover all possible
exposure for which Indemnitee should be protected.


WHEREAS, the
uncertainties relating to such insurance and to indemnification
have increased the difficulty of attracting and retaining highly
competent persons to serve as directors and officers. The Board has
determined that the increased difficulty in attracting and
retaining such persons is detrimental to the best interests of the
Company’s stockholders and that the Company should act to
assure such persons that there will be increased certainty of such
protection in the future;


WHEREAS, it is
reasonable, prudent and necessary for the Company contractually to
obligate itself to indemnify, and to advance expenses on behalf of,
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 that they will not be so indemnified;



 

1







 






 


WHEREAS, this
Agreement is a supplement to and in furtherance of the
Company’s Certificate of Incorporation and Bylaws and any
resolutions adopted pursuant thereto, and shall not be deemed a
substitute therefor, nor to diminish or abrogate any rights of
Indemnitee thereunder; and


WHEREAS, Indemnitee
does not regard the protection available under the Company's
Certificate of Incorporation, Bylaws and insurance as adequate in
the present circumstances, and may not be willing to serve as an
officer or director without adequate protection, and the Company
desires Indemnitee to serve in such capacity. Indemnitee is willing
to serve, continue to serve and to take on additional service for
or on behalf of the Company on the condition that he be so
indemnified;


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


Section
1. Services to the Company.
Indemnitee agrees to serve as a director or officer of the Company
or, at the request of the Company, as a director, officer,
employee, agent or fiduciary of another corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise.
Indemnitee may at any time and for any reason resign from such
position (subject to any other contractual obligation or any
obligation imposed by operation of law), in which event the Company
shall have no obligation under this Agreement to continue
Indemnitee in such position. This Agreement shall not be deemed an
employment contract between the Company (or any of its subsidiaries
or any other corporation, limited liability company, partnership,
joint venture, trust employee benefit plan or other enterprise of
which Indemnitee was serving at the Company’s request as a
director, officer, employee, agent or fiduciary) and Indemnitee.
Indemnitee specifically acknowledges that Indemnitee's employment
with the Company (or any of its subsidiaries or any other
corporation, limited liability company, partnership, joint venture,
trust employee benefit plan or other enterprise of which Indemnitee
was serving at the Company’s request as a director, officer,
employee, agent or fiduciary), if any, is at will, and the
Indemnitee may be discharged at any time for any reason, with or
without cause, except as may be otherwise provided in any written
employment contract between Indemnitee and the Company (or any of
its subsidiaries or any other corporation, limited liability
company, partnership, joint venture, trust employee benefit plan or
other enterprise of which Indemnitee was serving at the
Company’s request as a director, officer, employee, agent or
fiduciary). The foregoing notwithstanding, this Agreement shall
continue in force after Indemnitee has ceased to serve as an
officer or director of the Company.


Section
2. Definitions. As used in this
Agreement:



 

2







 






 


(a)
  A "Change in
Control" shall be deemed to occur upon the earliest to occur after
the date of this Agreement of any of the following
events:


i. Acquisition of Stock by Third
Party. Any Person (as defined below) is or becomes the
Beneficial Owner (as defined below), directly or indirectly, of
securities of the Company representing thirty-five percent (35%) or
more of the combined voting power of the Company's then outstanding
securities;


ii. Change in Board. During any
period of two (2) consecutive years (not including any period prior
to the execution of this Agreement), individuals who at the
beginning of such period constitute the Board, and any new director
(other than a director designated by a person who has entered into
an agreement with the Company to effect a transaction described in
Sections 2(a)(i), 2(a)(iii) or 2(a)(iv)) whose election by the
Board 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 either were directors at the beginning of the
period or whose election or nomination for election was previously
so approved, cease for any reason to constitute at least a majority
of the members of the Board;


iii. Corporate
Transactions. The effective date of a merger or
consolidation of the Company with any other entity, other than a
merger or consolidation which would result in the voting securities
of the Company outstanding immediately prior to such merger or
consolidation continuing to represent (either by remaining
outstanding or by being converted into voting securities of the
surviving entity) more than 51% of the combined voting power of the
voting securities of the surviving entity outstanding immediately
after such merger or consolidation and with the power to elect at
least a majority of the board of directors or other governing body
of such surviving entity;


iv. Liquidation. The approval by
the stockholders of the Company of a complete liquidation of the
Company or an agreement for the sale or disposition by the Company
of all or substantially all of the Company's assets;
and


v. Other Events. There occurs any
other event of a nature that would be required to be reported in
response to Item 6(e) of Schedule 14A of Regulation 14A (or a
response to any similar item on any similar schedule or form)
promulgated under the Exchange Act (as defined below), whether or
not the Company is then subject to such reporting
requirement.


For
purposes of this Section 2(a), the following terms shall have the
following meanings:


(A)         
"Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended.


(B)      
"Person" shall have the meaning as set forth in Sections 13(d) and
14(d) of the Exchange Act; provided, however, that Person shall
exclude (i) the Company, (ii) any trustee or other fiduciary
holding securities under an employee benefit plan of the Company,
and (iii) any corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same proportions
as their ownership of stock of the Company.



 

3







 






 


(C)           "Beneficial
Owner" shall have the meaning given to such term in Rule 13d-3
under the Exchange Act; provided, however, that Beneficial Owner
shall exclude any Person otherwise becoming a Beneficial Owner by
reason of the stockholders of the Company approving a merger of the
Company with another entity.


(b) "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, limited liability company, partnership or joint
venture, trust, employee benefit plan or other enterprise which
such person is or was serving at the request of the
Company.


(c) "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.


(d) "Expenses" shall
include 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, defending, preparing to prosecute or defend,
investigating, being or preparing to be a witness in, or otherwise
participating in, a Proceeding. Expenses also shall include (i)
Expenses incurred in connection with any appeal resulting from any
Proceeding, including without limitation the premium, security for,
and other costs relating to any cost bond, supersedeas bond, or
other appeal bond or its equivalent, and (ii) for purposes of
Section 13(d) only, Expenses incurred by Indemnitee in connection
with the interpretation, enforcement or defense of Indemnitee's
rights under this Agreement, by litigation or otherwise. Expenses,
however, shall not include amounts paid in settlement by Indemnitee
or the amount of judgments or fines against
Indemnitee.


(e) "Independent
Counsel" means a law firm, or a member of a law firm, that is
experienced in matters of corporation law and neither presently is,
nor in the past five years has been, retained to represent: (i) the
Company or Indemnitee in any matter material to either such party
(other than with respect to matters concerning the Indemnitee under
this Agreement, or of other indemnitees under similar
indemnification agreements), or (ii) any other party to the
Proceeding giving rise to a claim for indemnification hereunder.
Notwithstanding the foregoing, the term "Independent 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 Indemnitee in an
action to determine Indemnitee's rights under this Agreement. The
Company agrees to pay the reasonable fees and expenses of the
Independent Counsel referred to above and to fully indemnify such
counsel against any and all Expenses, claims, liabilities and
damages arising out of or relating to this Agreement or its
engagement pursuant hereto.


(f) "Proceeding" shall
include any threatened, pending or completed action, suit,
arbitration, alternate dispute resolution mechanism, investigation,
inquiry, administrative hearing or any other actual, threatened or
completed proceeding, whether brought in the right of the Company
or otherwise and whether of a civil, criminal, administrative
legislative, or investigative nature, including any appeal
therefrom, in which Indemnitee was, is or will be involved as a
party, potential party, non-party witness or otherwise by reason of
the fact that Indemnitee is or was a director or officer of the
Company, by reason of any action taken by him or of any action on
his part while acting as director or officer of the Company, or by
reason of the fact that he is or was serving at the request of the
Company as a director, officer, employee or agent of another
corporation, limited liability company, partnership, joint venture,
trust or other enterprise, in each case whether or not serving in
such capacity at the time any liability or expense is incurred for
which indemnification, reimbursement, or advancement of expenses
can be provided under this Agreement; except one initiated by an
Indemnitee to enforce his rights under this Agreement.



 

4







 






 


Section
3. Indemnity in Third-Party
Proceedings. The Company shall indemnify Indemnitee in
accordance with the provisions of this Section 3 if Indemnitee is,
or is threatened to be made, a party to or a participant in any
Proceeding, other than a Proceeding by or in the right of the
Company to procure a judgment in its favor. Pursuant to this
Section 3, Indemnitee shall be indemnified to the fullest extent
permitted by applicable law against all Expenses, judgments, fines
and amounts paid in settlement actually and reasonably incurred by
Indemnitee or on his behalf in connection with such Proceeding or
any claim, issue or matter therein, if Indemnitee acted in good
faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company and, in the case of a
criminal proceeding had no reasonable cause to believe that his
conduct was unlawful.


Section
4. Indemnity in Proceedings by or in the
Right of the Company. The Company shall indemnify Indemnitee
in accordance with the provisions of this Section 4 if Indemnitee
is, or is threatened to be made, a party to or a participant in any
Proceeding by or in the right of the Company to procure a judgment
in its favor. Pursuant to this Section 4, Indemnitee shall be
indemnified to the fullest extent permitted by applicable law
against all Expenses actually and reasonably incurred by him or on
his behalf in connection with such Proceeding or any claim, issue
or matter therein, if Indemnitee acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best
interests of the Company. No indemnification for Expenses shall be
made under this Section 4 in respect of any claim, issue or matter
as to which Indemnitee shall have been finally adjudged by a court
to be liable to the Company, unless and only to the extent that the
Delaware Court of Chancery or any court in which the 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.


Section
5. Indemnification for Expenses of a
Party Who is Wholly or Partly Successful. Notwithstanding
any other provisions of this Agreement, to the fullest extent
permitted by applicable law and to the extent that Indemnitee is a
party to (or a participant in) and is successful, on the merits or
otherwise, in any Proceeding or in defense of any claim, issue or
matter therein, in whole or in part, the Company shall indemnify
Indemnitee against all Expenses actually and reasonably incurred by
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 against all
Expenses actually and reasonably incurred by him or on his behalf
in connection with each successfully resolved claim, issue or
matter. If the Indemnitee is not wholly successful in such
Proceeding, the Company also shall indemnify Indemnitee against all
Expenses reasonably incurred in connection with a claim, issue or
matter related to any claim, issue, or matter on which the
Indemnitee was successful. For purposes of this Section and without
limiting the foregoing, if any Proceeding is disposed of, on the
merits or otherwise (including a disposition without prejudice),
without (i) the disposition being adverse to Indemnitee, (ii) an
adjudication that Indemnitee was liable to the Company, (iii) a
plea of guilty or nolo contendere by Indemnitee, (iv) an
adjudication that Indemnitee did not act in good faith and in a
manner Indemnitee reasonably believed to be in or not opposed to
the best interests of the Company and (v) with respect to any
criminal proceeding, an adjudication that Indemnitee had reasonable
cause to believe Indemnitee’s conduct was unlawful,
Indemnitee shall be considered for purposes of this Agreement to
have been successful with respect thereto.



 

5







 






 


Section
6. Indemnification For Expenses of a
Witness. Notwithstanding any other provision of this
Agreement, to the fullest extent permitted by applicable law and to
the extent that Indemnitee is, by reason of his Corporate Status, a
witness or otherwise participates in any Proceeding to which
Indemnitee is not a party, he shall be indemnified against all
Expenses actually and reasonably incurred by him or on his behalf
in connection therewith.


Section
7. Additional
Indemnification.


(a) Notwithstanding any
limitation in Sections 3, 4, or 5, the Company shall indemnify
Indemnitee to the fullest extent permitted by applicable law if
Indemnitee is a party to or threatened to be made a party to any
Proceeding (including a Proceeding by or in the right of the
Company to procure a judgment in its favor) against all Expenses,
judgments, fines and amounts paid in settlement actually and
reasonably incurred by Indemnitee in connection with the
Proceeding.


(b) For purposes of
Section 7(a), the meaning of the phrase "to the fullest extent
permitted by applicable law" shall include, but not be limited
to:


i. to the fullest
extent permitted by the provision of the DGCL that authorizes or
contemplates additional indemnification by agreement, or the
corresponding provision of any amendment to or replacement of the
DGCL, and


ii. to the fullest
extent authorized or permitted by any amendments to or replacements
of the DGCL adopted after the date of this Agreement that increase
the extent to which a corporation may indemnify its officers and
directors.


Section
8. Exclusions. Notwithstanding any
provision in this Agreement, the Company shall not be obligated
under this Agreement to make any indemnity in connection with any
claim made against Indemnitee:


(a) for which payment
has actually been made to or on behalf of Indemnitee under any
insurance policy or other indemnity provision, except with respect
to any excess beyond the amount paid under any insurance policy or
other indemnity provision; or



 

6







 






 


(b) for any Proceedings
with respect to which final judgment is rendered against Indemnitee
for payment of (i) an accounting of profits made from the purchase
and sale (or sale and purchase) by Indemnitee of securities of the
Company within the meaning of Section 16(b) of the Exchange Act (as
defined in Section 2(a) hereof) or similar provisions of state
statutory law or common law, or (ii) any reimbursement of the
Company by the Indemnitee of any bonus or other incentive-based or
equity-based compensation or of any profits realized by the
Indemnitee from the sale of securities of the Company, as required
in each case under the Exchange Act (including any such
reimbursements that arise from an accounting restatement of the
Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002
(the "Sarbanes-Oxley Act"), or the payment to the Company of
profits arising from the purchase and sale by Indemnitee of
securities in violation of Section 306 of the Sarbanes-Oxley Act),
or


(c) any Proceeding
involving the enforcement of non-compete and/or non-disclosure
agreements or the non-compete and/or non-disclosure provisions of
employment, consulting or similar agreements the Indemnitee may be
a party to with the Company or any subsidiary of the Company or any
other applicable foreign or domestic corporation, partnership,
joint venture, trust or other enterprise, if any; or


(d) except as provided
in Section 13(d) of this Agreement, in connection with any
Proceeding (or any part of any Proceeding) initiated by Indemnitee,
including any Proceeding (or any part of any Proceeding) initiated
by Indemnitee against the Company or its directors, officers,
employees or other indemnitees, unless (i) the Board authorized the
Proceeding (or any part of any Proceeding) prior to its initiation
or (ii) the Company provides the indemnification, in its sole
discretion, pursuant to the powers vested in the Company under
applicable law.


Section
9. Advances of Expenses. The
Company shall advance, to the extent not prohibited by law, the
Expenses incurred by Indemnitee in connection with any Proceeding,
and such advancement shall be made within thirty (30) days after
receipt by the Corporation of (i) a statement or statements from
Indemnitee requesting such advance or advances from time to time,
whether prior to or after final disposition of any Proceeding, and
(ii) an undertaking by or on behalf of Indemnitee to repay such
amount or amounts, only if, and to the extent that, it shall
ultimately be determined that Indemnitee is not entitled to be
indemnified by the Corporation as authorized by this Agreement or
otherwise. Such undertaking shall be accepted without reference to
the financial ability of Indemnitee to make such repayment.
Advances shall be unsecured and interest free. Advances shall
include any and all reasonable Expenses incurred pursuing an action
to enforce this right of advancement, including Expenses incurred
preparing and forwarding statements to the Company to support the
advances claimed. This Section 9 shall not apply to any claim made
by Indemnitee for which indemnity is excluded pursuant to Section 8
or to any Proceeding for which the Company has assumed the defense
thereof in accordance with Section 10(b) of this
Agreement.


Section
10. Procedure
for Notification and Defense of Claim.


(a) Indemnitee shall
notify the Company in writing of any matter with respect to which
Indemnitee intends to seek indemnification or advancement of
Expenses hereunder as soon as reasonably practicable following the
receipt by Indemnitee of written notice thereof. The written
notification to the Company shall include a description of the
nature of the Proceeding and the facts underlying the Proceeding.
To obtain indemnification under this Agreement, Indemnitee shall
submit to the Company a written request, including therein or
therewith such documentation and information as is reasonably
available to Indemnitee and is reasonably necessary to determine
whether and to what extent Indemnitee is entitled to
indemnification following the final disposition of such action,
suit or proceeding. The omission by Indemnitee to notify the
Company hereunder will not relieve the Company from any liability
which it may have to Indemnitee hereunder or otherwise than under
this Agreement, and any delay in so notifying the Company shall not
constitute a waiver by Indemnitee of any rights under this
Agreement. The Secretary of the Company shall, promptly upon
receipt of such a request for indemnification, advise the Board in
writing that Indemnitee has requested indemnification.



 

7







 






 


(b) In the event the
Company shall be obligated to pay the Expenses of Indemnitee with
respect to a Proceeding, as provided in this Agreement, the Company
shall be entitled to assume the defense of such Proceeding, with
counsel reasonably acceptable to Indemnitee, upon delivery of
written notice of its election to do so. After delivery of such
notice, approval of such counsel by Indemnitee and retention of
such counsel by the Company, the Company will not be liable to
Indemnitee under this Agreement for any fees of counsel
subsequently incurred by Indemnitee with respect to the same
Proceeding, provided that (1) Indemnitee shall have the right to
employ Indemnitee’s own counsel in such Proceeding at
Indemnitee’s expense and (2) if (i) the employment of counsel
by Indemnitee has been previously authorized in writing by the
Company, (ii) counsel to the Company or Indemnitee shall have
reasonably concluded that there may be a conflict of interest or
position, or reasonably believes that a conflict is likely to
arise, on any significant issue between the Company and the
Indemnitee in the conduct of such defense or (iii) the Company
shall not, in fact, have employed counsel to assume the defense of
such Proceeding, then the fees and expenses of Indemnitee’s
counsel shall be at the expense of the Company, except as otherwise
expressly provided by this Agreement.


(c) The Company will be
entitled to participate in the Proceeding at its own
expense.


Section
11. Procedure
Upon Application for Indemnification.


(a) Upon written
request by Indemnitee for indemnification pursuant to Section
10(a), a determination, if required by applicable law, with respect
to Indemnitee's entitlement thereto shall be made in the specific
case: (i) if a Change in Control shall have occurred after the date
of this Agreement, by Independent Counsel in a written opinion to
the Board, a copy of which shall be delivered to Indemnitee; or
(ii) if a Change in Control shall not have occurred after the date
of this Agreement, (A) by a majority vote of the Disinterested
Directors, even though less than a quorum of the Board, (B) by a
committee of Disinterested Directors designated by a majority vote
of the Disinterested Directors, even though less than a quorum of
the Board, (C) if there are no such Disinterested Directors or, if
such Disinterested Directors so direct, by Independent Counsel in a
written opinion to the Board, a copy of which shall be delivered to
Indemnitee or (D) if so directed by the Disinterested Directors, by
the stockholders of the Company; and, if it is so determined that
Indemnitee is entitled to indemnification, payment to Indemnitee
shall be made within ten (10) days after such determination.
Indemnitee shall cooperate with the person, persons or entity
making such determination with respect to Indemnitee's entitlement
to indemnification, including providing to such person, persons or
entity upon reasonable advance request any documentation or
information which is not privileged or otherwise protected from
disclosure and which is reasonably available to Indemnitee and
reasonably necessary to such determination. Any costs or Expenses
(including attorneys' fees and disbursements) incurred by
Indemnitee in so cooperating with the person, persons or entity
making such determination shall be borne by the Company
(irrespective of the determination as to Indemnitee's entitlement
to indemnification) and the Company hereby indemnifies and agrees
to hold Indemnitee harmless therefrom.



 

8







 






 


(b) In the event the
determination of entitlement to indemnification is to be made by
Independent Counsel pursuant to Section 11(a) hereof, the
Independent Counsel shall be selected as provided in this
Section 11(b). If a Change in Control shall not have occurred
after the date of this Agreement, the Independent Counsel shall be
selected by the Board, and the Company shall give written notice to
Indemnitee advising him of the identity of the Independent Counsel
so selected. If a Change in Control shall have occurred after the
date of this Agreement, the Independent Counsel shall be selected
by Indemnitee (unless Indemnitee shall request that such selection
be made by the Board, in which event the preceding sentence shall
apply), and Indemnitee shall give written notice to the Company
advising it of the identity of the Independent Counsel so selected.
In either event, Indemnitee or the Company, as the case may be,
may, within ten (10) days after such written notice of selection
shall have been given, deliver to the Company or to Indemnitee, as
the case may be, a written objection to such selection;
provided,
however, that such
objection may be asserted only on the ground that the Independent
Counsel so selected does not meet the requirements of "Independent
Counsel" as defined in Section 2 of this Agreement, and the
objection shall set forth with particularity the factual basis of
such assertion. Absent a proper and timely objection, the person so
selected shall act as Independent Counsel. If such written
objection is so made and substantiated, the Independent Counsel so
selected may not serve as Independent Counsel unless and until such
objection is withdrawn or a court has determined that such
objection is without merit. If, within twenty (20) days after the
submission by Indemnitee or the Company, as the case may be, of a
written objection, no Independent Counsel shall have been selected
and not objected to, either the Company or Indemnitee may petition
a court of competent jurisdiction for resolution of any objection
which shall have been made by the Company or Indemnitee to the
other's selection of Independent Counsel and/or for the appointment
as Independent Counsel of a person selected by the Court or by such
other person as the Court shall designate, and the person with
respect to whom all objections are so resolved or the person so
appointed shall act as Independent Counsel under Section 11(a)
hereof. Upon the due commencement of any judicial proceeding or
arbitration pursuant to Section 13(a) of this Agreement,
Independent Counsel shall be discharged and relieved of any further
responsibility in such capacity (subject to the applicable
standards of professional conduct then prevailing).


Section
12. Presumptions
and Effect of Certain Proceedings.


(a) In making a
determination with respect to entitlement to indemnification
hereunder, the person or persons or entity making such
determination shall, to the fullest extent not prohibited by law,
presume that Indemnitee is entitled to indemnification under this
Agreement if Indemnitee has submitted a request for indemnification
in accordance with Section 10(a) of this Agreement, and the Company
shall, to the fullest extent not prohibited by law, 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. Neither the failure of the Company (including by
its directors or independent legal counsel) to have made a
determination prior to the commencement of any action pursuant to
this Agreement that indemnification is proper in the circumstances
because Indemnitee has met the applicable standard of conduct, nor
an actual determination by the Company (including by its directors
or independent legal counsel) that Indemnitee has not met such
applicable standard of conduct, shall be a defense to the action or
create a presumption that Indemnitee has not met the applicable
standard of conduct.



 

9







 






 


(b) Subject to Section
13(e), if the person, persons or entity empowered or selected under
Section 11 of this Agreement to determine whether Indemnitee is
entitled to indemnification shall not have made a determination
within sixty (60) days after receipt by the Company of the request
therefor, the requisite determination of entitlement to
indemnification shall, to the fullest extent not prohibited by law,
be deemed to have been made and Indemnitee shall be entitled to
such indemnification, absent (i) a misstatement by Indemnitee of a
material fact, or an omission of a material fact necessary to make
Indemnitee's statement not materially misleading, in connection
with the request for indemnification, or (ii) a prohibition of such
indemnification under applicable law; provided, however, that such
60-day period may be extended for a reasonable time, not to exceed
an additional thirty (30) days, if the person, persons or entity
making the determination with respect to entitlement to
indemnification in good faith requires such additional time for the
obtaining or evaluating of documentation and/or information
relating thereto; and provided, further, that the foregoing
provisions of this Section 12(b) shall not apply (i) if the
determination of entitlement to indemnification is to be made by
the stockholders pursuant to Section 11(a) of this Agreement and if
(A) within fifteen (15) days after receipt by the Company of the
request for such determination the Board has resolved to submit
such determination to the stockholders for their consideration at
an annual meeting thereof to be held within seventy-five (75) days
after such receipt and such determination is made thereat, or (B) a
special meeting of stockholders is called within fifteen (15) days
after such receipt for the purpose of making such determination,
such meeting is held for such purpose within sixty (60) days after
having been so called and such determination is made thereat, or
(ii) if the determination of entitlement to indemnification is to
be made by Independent Counsel pursuant to Section 11(a) of this
Agreement.


(c) 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 (except as otherwise expressly provided in this
Agreement) of itself adversely affect the right of Indemnitee to
indemnification or create a presumption that Indemnitee did not act
in good faith and in a manner which he reasonably believed to be in
or not opposed to the best interests of the Company or, with
respect to any criminal Proceeding, that Indemnitee had reasonable
cause to believe that his conduct was unlawful.


(d) 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 or other
corporation, limited liability company, partnership, joint venture,
trust employee benefit plan or other enterprise of which Indemnitee
was serving as a director, officer, employee, agent or fiduciary,
including financial statements, or on information supplied to
Indemnitee by the officers of the Company or other corporation,
limited liability company, partnership, joint venture, trust
employee benefit plan or other enterprise of which Indemnitee was
serving as a director, officer, employee, agent or fiduciary in the
course of their duties, or on the advice of legal counsel for the
enterprise or on information or records given or reports made to
the Company or other corporation, limited liability company,
partnership, joint venture, trust employee benefit plan or other
enterprise of which Indemnitee was serving as a director, officer,
employee, agent or fiduciary by an independent certified public
accountant or by an appraiser or other expert selected with the
reasonable care by the Company or other corporation, limited
liability company, partnership, joint venture, trust employee
benefit plan or other enterprise of which Indemnitee was serving as
a director, officer, employee, agent or fiduciary. The provisions
of this Section 12(d) 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.



 

10







 






 


(e) Actions of Others. The
knowledge and/or actions, or failure to act, of any other director,
officer, agent or employee of the Company or other corporation,
limited liability company, partnership, joint venture, trust
employee benefit plan or other enterprise of which Indemnitee was
serving as a director, officer, employee, agent or fiduciary shall
not be imputed to Indemnitee for purposes of determining the right
to indemnification under this Agreement.


Section
13. Remedies
of Indemnitee.


(a) Subject to Section
13(e), in the event that (i) a determination is made pursuant to
Section 11 of this Agreement that Indemnitee is not entitled to
indemnification under this Agreement, (ii) advancement of Expenses
is not timely made pursuant to Section 9 of this Agreement,
(iii) no determination of entitlement to indemnification shall have
been made pursuant to Section 11(a) of this Agreement within ninety
(90) days after receipt by the Company of the request for
indemnification, (iv) payment of indemnification is not made
pursuant to Section 5 or 6 or the last sentence of Section
11(a) of this Agreement within ten (10) days after receipt by the
Company of a written request therefor, (v) payment of
indemnification pursuant to Section 3, 4 or 7 of this Agreement is
not made within ten (10) days after a determination has been made
that Indemnitee is entitled to indemnification, or (vi) in the
event that the Company or any other person takes or threatens to
take any action to declare this Agreement void or unenforceable, or
institutes any litigation or other action or Proceeding designed to
deny, or to recover from, the Indemnitee the benefits provided or
intended to be provided to the Indemnitee hereunder, Indemnitee
shall be entitled to an adjudication by a court of his entitlement
to such indemnification or advancement of Expenses. Alternatively,
Indemnitee, at his option, may seek an award in arbitration to be
conducted by a single arbitrator pursuant to the Commercial
Arbitration Rules of the American Arbitration Association.
Indemnitee shall commence such proceeding seeking an adjudication
or an award in arbitration within 180 days following the date on
which Indemnitee first has the right to commence such proceeding
pursuant to this Section 13(a); provided, however, that the foregoing
clause shall not apply in respect of a proceeding brought by
Indemnitee to enforce his rights under Section 5 of this
Agreement. The Company shall not oppose Indemnitee's right to seek
any such adjudication or award in arbitration.



 

11







 






 


(b) In the event that a
determination shall have been made pursuant to Section 11(a) of
this Agreement that Indemnitee is not entitled to indemnification,
any judicial proceeding or arbitration commenced pursuant to this
Section 13 shall be conducted in all respects as a
de novo trial, or arbitration, on
the merits and Indemnitee shall not be prejudiced by reason of that
adverse determination. In any judicial proceeding or arbitration
commenced pursuant to this Section 13 the Company shall have the
burden of proving Indemnitee is not entitled to indemnification or
advancement of Expenses, as the case may be.


(c) If a determination
shall have been made pursuant to Section 11(a) of this
Agreement that Indemnitee is entitled to indemnification, the
Company shall be bound by such determination in any judicial
proceeding or arbitration commenced pursuant to this
Section 13, absent (i) a misstatement by Indemnitee of a
material fact, or an omission of a material fact necessary to make
Indemnitee's statement not materially misleading, in connection
with the request for indemnification, or (ii) a prohibition of such
indemnification under applicable law.


(d) The Company shall,
to the fullest extent not prohibited by law, be precluded from
asserting in any judicial proceeding or arbitration commenced
pursuant to this Section 13 that the procedures and presumptions of
this Agreement are not valid, binding and enforceable and shall
stipulate in any such court or before any such arbitrator that the
Company is bound by all the provisions of this Agreement. It is the
intent of the Company that the Indemnitee not be required to incur
legal fees or other Expenses associated with the interpretation,
enforcement or defense of Indemnitee's rights under this Agreement
by litigation or otherwise because the cost and expense thereof
would substantially detract from the benefits intended to be
extended to the Indemnitee hereunder. The Company shall indemnify
Indemnitee against any and all Expenses and, if requested by
Indemnitee, shall (within ten (10) days after receipt by the
Company of a written request therefor) advance, to the extent not
prohibited by law, such Expenses to Indemnitee, which are incurred
by Indemnitee in connection with any action brought by Indemnitee
for indemnification or advance of Expenses from the Company under
this Agreement or under any directors' and officers' liability
insurance policies maintained by the Company, regardless of whether
Indemnitee ultimately is determined to be entitled to such
indemnification, advancement of Expenses or insurance recovery, as
the case may be.


(e) Notwithstanding
anything in this Agreement to the contrary, no determination as to
entitlement to indemnification under this Agreement shall be
required to be made prior to the final disposition of the
Proceeding.


Section
14. Non-exclusivity;
Survival of Rights; Insurance; Subrogation.


(a) 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 Company's Certificate of Incorporation, the Company's
By-laws, any agreement, a vote of stockholders or a resolution of
directors, or otherwise. No amendment, alteration or repeal of this
Agreement or of any provision hereof shall limit or restrict any
right of Indemnitee under this Agreement in respect of any action
taken or omitted by such Indemnitee in his Corporate Status prior
to such amendment, alteration or repeal. To the extent that a
change in Delaware law, whether by statute or judicial decision,
permits greater indemnification or advancement of Expenses than
would be afforded currently under the Company's Certificate of
Incorporation, the Company’s By-laws and this Agreement, it
is the intent of the parties hereto that Indemnitee shall enjoy by
this Agreement the greater benefits so afforded by such change. No
right or remedy herein conferred is intended to be exclusive of any
other right or remedy, and every other right and remedy shall be
cumulative and in addition to every other right and remedy given
hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion
or employment of any other right or remedy.



 

12







 






 


(b) To the extent that
the Company maintains an insurance policy or policies providing
liability insurance for directors, officers, employees, or agents
of the Company or of any other corporation, partnership, joint
venture, trust, employee benefit plan or other enterprise which
such person serves at the request of the Company, Indemnitee shall
be covered by such policy or policies in accordance with its or
their terms to the maximum extent of the coverage available for any
such director, officer, employee or agent under such policy or
policies. If, at the time of the receipt of a notice of a claim
pursuant to the terms hereof, the Company has director and officer
liability insurance in effect, the Company shall give prompt notice
of the commencement of such proceeding to the insurers in
accordance with the procedures set forth in the respective
policies. The Company and the Indemnitee shall thereafter take all
necessary or desirable action to cause such insurers to pay, on
behalf of the Indemnitee, all amounts payable as a result of such
proceeding in accordance with the terms of such
policies.


(c) 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 with respect to any insurance policy, 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.


(d) The Company shall
not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable (or for which advancement is provided
hereunder) hereunder if and to the extent that Indemnitee has
otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.


(e) The Company's
obligation to indemnify or advance Expenses hereunder to Indemnitee
who is or was serving at the request of the Company as a director,
officer, employee or agent of any other corporation, limited
liability company, partnership, joint venture, trust, employee
benefit plan or other enterprise shall be reduced by any amount
Indemnitee has actually received as indemnification or advancement
of Expenses from such other corporation, limited liability company,
partnership, joint venture, trust, employee benefit plan or other
enterprise.


Section
15. Severability. 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 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 shall remain enforceable to the fullest extent
permitted by law; (b) such provision or provisions shall be deemed
reformed to the extent necessary to conform to applicable law and
to give the maximum effect to the intent of the parties hereto; and
(c) 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
to the intent manifested thereby.



 

13







 






 


Section
16. Enforcement. The Company
expressly confirms and agrees that it has entered into this
Agreement and assumed the obligations imposed on it hereby in order
to induce Indemnitee to serve as a director or officer of the
Company, and the Company acknowledges that Indemnitee is relying
upon this Agreement in serving as a director or officer of the
Company.


Section
17. Entire Agreement. Supersedes Prior
Agreements. This Agreement constitutes the entire agreement
between the parties hereto with respect to the subject matter
hereof and supersedes all prior agreements and understandings,
oral, written and implied, between the parties hereto with respect
to the subject matter hereof; provided, however, that this
Agreement is a supplement to and in furtherance of the Certificate
of Incorporation of the Company and applicable law, and shall not
be deemed a substitute therefor, nor to diminish or abrogate any
rights of Indemnitee thereunder.


Section
18. Modification and Waiver. No
supplement, modification or amendment of this Agreement shall be
binding unless executed in writing by the parties thereto. 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 nor shall any waiver constitute a continuing
waiver.


Section
19. Notice by Indemnitee.
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. The failure of
Indemnitee to so notify the Company shall not relieve the Company
of any obligation which it may have to the Indemnitee under this
Agreement or otherwise except to the extent the Corporation is
prejudiced in its defense of such action, suit or proceeding as a
result of such failure.


Section
20. Notices. All notices, requests, demands
and other communications under this Agreement shall be in writing
and shall be deemed to have been duly given if (a) delivered by
hand and receipted for by the party to whom said notice or other
communication shall have been directed, (b) mailed by certified or
registered mail with postage prepaid, on the third business day
after the date on which it is so mailed, (c) mailed by reputable
overnight courier and receipted for by the party to whom said
notice or other communication shall have been directed or (d) sent
by facsimile transmission, with receipt of oral confirmation that
such transmission has been received:


(a) If to Indemnitee,
at the address indicated on the signature page of this Agreement,
or such other address as Indemnitee shall provide to the
Company.


(b) If to the Company
to


Adgero
Biopharmaceuticals Holdings, Inc.


301 N.
Harrison St.


Suite
9F #459


Princeton, NJ
08540


Attention: Chairman
of the Board


 


or to
any other address as may have been furnished to Indemnitee by the
Company.



 

14







 






 


Section
21. Contribution. To the fullest
extent permissible under applicable law, if the indemnification
provided for in this Agreement is unavailable to Indemnitee for any
reason whatsoever, the Company, in lieu of indemnifying Indemnitee,
shall contribute to the amount incurred by Indemnitee, whether for
judgments, fines, penalties, excise taxes, amounts paid or to be
paid in settlement and/or for Expenses, in connection with any
claim relating to an indemnifiable event under this Agreement, in
such proportion as is deemed fair and reasonable in light of all of
the circumstances of such Proceeding in order to reflect (i) the
relative benefits received by the Company and Indemnitee as a
result of the event(s) and/or transaction(s) giving cause to such
Proceeding; and/or (ii) the relative fault of the Company (and its
directors, officers, employees and agents) and Indemnitee in
connection with such event(s) and/or transaction(s).


Section
22. Applicable Law and Consent to
Jurisdiction. This Agreement and the legal relations among
the parties shall be governed by, and construed and enforced in
accordance with, the laws of the State of Delaware, without regard
to its conflict of laws rules. Except with respect to any
arbitration commenced by Indemnitee pursuant to Section 13(a) of
this Agreement, the Company and Indemnitee hereby irrevocably and
unconditionally (i) agree that any action or proceeding arising out
of or in connection with this Agreement shall be brought only in
the Chancery Court of the State of Delaware (the "Delaware Court"),
and not in any other state or federal court in the United States of
America or any court in any other country, (ii) consent to submit
to the exclusive jurisdiction of the Delaware Court for purposes of
any action or proceeding arising out of or in connection with this
Agreement, (iii) appoint, to the extent such party is not otherwise
subject to service of process in the State of Delaware, irrevocably
Corporation Services Company as its agent in the State of Delaware
as such party's agent for acceptance of legal process in connection
with any such action or proceeding against such party with the same
legal force and validity as if served upon such party personally
within the State of Delaware, (iv) waive any objection to the
laying of venue of any such action or proceeding in the Delaware
Court, and (v) waive, and agree not to plead or to make, any claim
that any such action or proceeding brought in the Delaware Court
has been brought in an improper or inconvenient forum.


Section
23. Identical 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 to evidence the
existence of this Agreement.


Section
24. Miscellaneous. Use of the
masculine pronoun shall be deemed to include usage of the feminine
pronoun where appropriate. 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.



 

15







 






 


IN
WITNESS WHEREOF, the parties have caused this Agreement to be
signed as of the day and year first above written.


 


 


ADGERO
BIOPHARMACEUTICALS HOLDINGS, INC.


By:
_________________________________


Name:


Title:


 


 


INDEMNITEE


_________________________________


Name:


 


Address:


_________________________ 


_________________________ 


_________________________