INDEMNITY AGREEMENT

      This Indemnity Agreement, dated as of ______________ by and between Copley
Pharmaceutical,    Inc.,   a   Delaware   corporation   (the   "Company"),   and
______________, a director and/or officer of the Company (the "Indemnitee").


                                    RECITALS

      A. The  Company  desires to attract  and  retain  the  services  of highly
qualified  individuals,  such  as the  Indemnitee,  to  serve  as  officers  and
directors of the Company.

      B. The Company and the Indemnitee  recognize the  substantial  increase in
corporate  litigation  subjecting  officers  and  directors of  corporations  to
increased  risk of  personal  liability  on  account  of their  service to their
corporations.

      C. The Company  recognizes  that  competent  and  experienced  persons are
increasingly  reluctant to serve as directors or officers of corporations unless
they are protected by comprehensive liability insurance or indemnification.

      D. The  Company  desires  and has  requested  the  Indemnitee  to serve or
continue  to serve as a director or officer of the Company and wishes to protect
the  Indemnitee  from  personal  liability  while in such service to the maximum
extent permitted by law.

      E. The  Indemnitee  is  willing to serve,  or to  continue  to serve,  the
Company, provided that he/she is furnished the indemnity provided for herein.

                                    AGREEMENT

      NOW, THEREFORE,  the parties hereto, intending to be legally bound, hereby
agree as follows:

      1.      Definitions.

              (a) Agent.  For the  purposes  of this  Agreement,  "Agent" of the
Company  means any person who is or was a director,  officer,  employee or other
agent of the Company or a Subsidiary of the Company; or is or was serving at the
request of, for the convenience of, or to represent the interests of the Company
or a  Subsidiary  of the  Company as a director,  officer,  employee or agent of
another foreign or domestic corporation,  partnership,  joint venture,  trust or
other enterprise; or was a director,  officer, employee or agent of a foreign or
domestic  corporation  which was a predecessor  corporation  of the Company or a
Subsidiary  of the  Company,  or was a director,  officer,  employee or agent of
another  enterprise at the request of such predecessor  corporation.  The use of
the term "Agent" shall not be construed to alter the legal relationship  between
an Agent, as defined herein, and the Company.

              (b) Expenses. For purposes of this Agreement,  "Expenses" includes
all  direct  and  indirect  costs of any type or nature  whatsoever  (including,
without  limitation,  all attorneys'  fees and related  disbursements  and other
out-of-pocket  costs)  actually and  reasonably  incurred by the  Indemnitee  in
connection with either the  investigation,  defense or appeal of a Proceeding or
establishing  or  enforcing  a right to  indemnification  under this  Agreement,
Section 145 of the General  Corporation  Law of the State of Delaware  ("Section
145") or otherwise;  provided, however, that unless otherwise expressly provided
below,  expenses shall not include any judgments,  fines,  ERISA excise taxes or
penalties or amounts paid in settlement of a Proceeding.

              (c) Proceeding.  For the purposes of this Agreement,  "Proceeding"
means any threatened,  pending,  or completed action,  suit or other proceeding,
whether  civil,  criminal,  administrative,  investigative  or  any  other  type
whatsoever.

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

      2. Agreement to Serve.  The Indemnitee  agrees to serve and/or continue to
serve as an Agent of the Company, at its will (or under separate  agreement,  if
such agreement exists), in the capacity Indemnitee  currently serves as an Agent
of the  Company,  so long as he is duly  appointed  or elected and  qualified in
accordance with the applicable  provisions of the  Certificate of  Incorporation
and By-Laws of the Company or any  Subsidiary  of the Company or until such time
as he tenders  his  resignation  in writing,  provided,  however,  that  nothing
contained in this Agreement is intended to create any right to continued service
by Indemnitee.

      3.      Maintenance of Liability Insurance.

              (a) The Company  hereby  covenants and agrees that, so long as the
Indemnitee  shall continue to serve as an Agent of the Company and thereafter so
long as the Indemnitee shall be subject to any possible  proceeding by reason of
the fact that the Indemnitee was an Agent of the Company,  subject to Section 7,
the  Company  shall  promptly  obtain  and  maintain  in full  force and  effect
directors' and officers'  liability  insurance  ("D&O  Insurance") in reasonable
amounts from established and reputable insurers.

              (b) In all  policies of D&O  Insurance,  the  Indemnitee  shall be
named as an  insured  in such a manner as to  provide  the  Indemnitee  the same
rights  and  benefits  as are  accorded  to the most  favorably  insured  of the
Company's  directors,  if the  Indemnitee  is a  director;  or of the  Company's
officers,  if the Indemnitee is not a director of the Company but is an officer;
or of the  Company's  key  employees,  if the  Indemnitee  is not an  officer or
director but is a key employee.

              (c)  Notwithstanding  the  foregoing,  the  Company  shall have no
obligation to obtain or maintain D&O Insurance if the Company determines in good
faith that such  insurance is not  reasonably  available,  the premium costs for
such  insurance are  disproportionate  to the amount of coverage  provided,  the
coverage provided by such insurance is limited by exclusions so as to provide an
insufficient  benefit,  or  the  Indemnitee  is  covered  by  similar  insurance
maintained by a Subsidiary of the Company.

      4. Mandatory Indemnification. The Company shall indemnify the Indemnitee:

              (a) Actions  other than by or in the Right of the Company.  If the
Indemnitee is a person who was or is a party or is threatened to be made a party
to any  Proceeding  (other than an action by or in the right of the  Company) by
reason of the fact that he is or was an Agent of the Company,  against  Expenses
and any liability (including without limitation  judgments,  fines, ERISA excise
taxes and  penalties,  and amounts paid in  settlement)  actually and reasonably
incurred by him in connection with such Proceeding if he 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, with respect to any criminal action or proceeding,  had no
reasonable  cause to believe his conduct was unlawful.  The  termination  of any
Proceeding by judgment,  order, settlement,  conviction,  or upon a plea of nolo
contendere or its equivalent,  shall not, of itself,  create a presumption  that
the  Indemnitee  did not act in good faith and in a manner  which he  reasonably
believed to be in or not opposed to the best interests of the Company, and, with
respect to any criminal  action or proceeding,  had reasonable  cause to believe
that his conduct was unlawful.

              (b) Actions by or in the Right of the Company.  If the  Indemnitee
is a  person  who was or is a party or is  threatened  to be made a party to any
Proceeding  by or in the right of the Company to procure a judgment in its favor
by reason of the fact that he is or was an Agent of the  Company or by reason of
any  action  done or not  done by him in any  such  capacity,  against  Expenses
actually and reasonably  incurred by him in connection  with the  investigation,
defense,  settlement or appeal of such  Proceeding if he acted in good faith and
in a manner he reasonably believed to be in or not opposed to the best interests
of the Company,  except that no indemnification  shall be made in respect of any
claim,  issue or matter as to which such person shall have been finally adjudged
to be liable  due to his  willful  failure  to act in good  faith or in a manner
which he reasonably  believed to be in, or not opposed to the best  interests of
the  Company,  unless and only to the extent  that the Court of  Chancery of the
State of Delaware  or the court in which such  action or suit was brought  shall
determine upon application that,  despite the adjudication of liability for such
reason(s),  but in view of all the  circumstances  of the case,  such  person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery of the State of Delaware or such other court shall deem proper.

              (c)  Notwithstanding  the  foregoing,  the  Company  shall  not be
obligated to indemnify the Indemnitee pursuant to this Agreement:

                     (i) on account of any claim against Indemnitee for an
accounting of profits made from  thepurchase or sale by Indemnitee of securities
of the Company  pursuant to the  provisions of Section  16(b) of the  Securities
Exchange Act of 1934, as amended,or similar provisions of any federal,  state or
local statute or regulation;

                     (ii) for  expenses or  liabilities  of any type  whatsoever
(including, but not limited to,
judgments,  fines,  ERISA  excise  taxes  or  penalties,  and  amounts  paid  in
settlement)  which  have  been  reimbursed  directly  to  Indemnitee  under  D&O
Insurance; or

                     (iii) if indemnification is not lawful.

      5. Success on the Merits.  To the extent that any Indemnitee  described in
Section 4 of this  Agreement  has been  successful on the merits or otherwise in
defense of any  Proceeding  referred to in said  Section 4, or in defense of any
claim,  issue  or  matter  therein,  he shall be  indemnified  against  Expenses
actually and reasonably incurred by him in connection therewith.

      6. Advance  Payment.  Expenses  incurred by the  Indemnitee in defending a
Proceeding  may be paid by the  Company in advance of the final  disposition  of
such Proceeding upon receipt of an undertaking by or on behalf of the Indemnitee
to  repay  such  amount  if it shall  ultimately  be  determined  that he is not
entitled to indemnification by the Company as authorized in this Agreement.

      7.  Non-Exclusivity.  The  indemnification  and  advancement  of  expenses
provided by, or granted  pursuant to, the other Sections of this Agreement shall
not  be  deemed   exclusive  of  any  other  rights  to  which  those   provided
indemnification or advancement of expenses may be entitled under the Certificate
of  Incorporation,  any  By-Law,  any  vote  of  stockholders  or  disinterested
directors or  otherwise,  both as to action in his  official  capacity and as to
action in another capacity while holding such office.

      8.  Continuation  of  Indemnification  and  Advancement  of Expenses.  The
indemnification and advancement of expenses provided by, or granted pursuant to,
this  Agreement  shall  continue as to a person who has ceased to be a director,
officer,  employee  or agent  and  shall  inure  to the  benefit  of the  heirs,
executors and administrators of such a person.

      9.  Partial  Indemnification.  If the  Indemnitee  is  entitled  under any
provision  of this  Agreement  to  indemnification  by the Company for some or a
portion of any Expenses or liabilities of any type  whatsoever  (including,  but
not limited to, judgments,  fines, ERISA excise taxes or penalties,  and amounts
paid in settlement) incurred by him in the investigation, defense, settlement or
appeal of a proceeding but not entitled,  however, to indemnification for all of
the total amount  thereof,  the Company shall  indemnify the  Indemnitee for the
portion  thereof to which the  Indemnitee  is entitled  under this  Agreement or
applicable law.

      10.     Notice and Other Indemnification Procedures.

              (a)  Promptly  after  receipt by the  Indemnitee  of notice of the
commencement of or the threat of commencement of any Proceeding,  the Indemnitee
shall, if the Indemnitee believes that  indemnification with respect thereto may
be sought  from the  Company  under this  Agreement,  notify the  Company of the
commencement or threat of commencement thereof.

              (b) If, at the time of the receipt of a notice of the commencement
of a Proceeding  pursuant to Section 10(a) hereof, the Company has D&O 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 of D&O  Insurance.  The Company 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  the  Company  shall  be  obligated  to pay  the
Expenses of any Proceeding against the Indemnitee, the Company shall be entitled
to  assume  the  defense  of  such  Proceeding,  with  counsel  approved  by the
Indemnitee,  upon the  delivery  to the  Indemnitee  of  written  notice  of its
election to do so. After  delivery of such  notice,  approval of such counsel by
the  Indemnitee  and the  retention of such counsel by the Company,  the Company
will not be  liable  to the  Indemnitee  under  this  Agreement  for any fees of
counsel  subsequently  incurred  by the  Indemnitee  with  respect  to the  same
proceeding,  provided that (i) the Indemnitee shall have the right to employ his
own counsel in any such proceeding at the Indemnitee's  expense; and (ii) if (A)
the employment of counsel by the Indemnitee  has been  previously  authorized by
the Company,  (B) the Indemnitee shall have reasonably  concluded that there may
be a conflict of interest  between the Company and the Indemnitee in the conduct
of any such defense or (C) the Company shall not, in fact, have employed counsel
to assume the defense of such Proceeding,  the fees and expenses of Indemnitee's
counsel shall be paid by the Company.

      11.     Determination of Right to Indemnification.

              (a) Any indemnification  under Section 4 of this Agreement (unless
ordered  by a court)  shall be made by the  Company  only as  authorized  in the
specific case unless a determination  shall be made that  indemnification of the
Indemnitee  is not  proper  in the  circumstances  because  he has  not  met the
applicable standard of conduct set forth in said Section 4.

              (b) The Indemnitee  shall be entitled to select the forum in which
the validity of the Company's  claim that he is not entitled to  indemnification
will be heard from among the  following,  which forums shall  determine that the
Indemnitee is entitled to such indemnification unless the Company shall prove by
clear  and  convincing  evidence  that:  (i)  the  Indemnitee  has  not  met the
applicable  standard  of conduct  required  to entitle  the  Indemnitee  to such
Indemnification  or that  Indemnification  is otherwise not required pursuant to
Section 12 hereof, and (ii) the requirements of Section 5 have not been met:

                     (1)    A majority vote of a quorum of the Company's Board 
of Directors  consisting of directors who are not parties to the  Proceeding for
which indemnification is being sought;
                     (2) By independent legal counsel in a written opinion;  (3)
                     A majority vote of the stockholders of the Company; or

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

              (d) Notwithstanding a determination by any forum listed in Section
11(b) hereof that Indemnitee is not entitled to indemnification  with respect to
a specific Proceeding, the Indemnitee shall have the right to apply to the Court
of Chancery of Delaware,  the court in which that  Proceeding is or was pending,
or any other court of competent  jurisdiction,  for the purpose of enforcing the
Indemnitee's  right to  indemnification  pursuant to this Agreement.  Such court
shall find that the Indemnitee is entitled to indemnification unless the Company
shall prove by clear and convincing evidence that (i) the Indemnitee has not met
the  applicable  standard of conduct  required to entitle the Indemnitee to such
indemnification  or that  indemnification  is otherwise not required pursuant to
Section 12 hereof, and (ii) the requirements of Section 11(a) have not been met.

              (e)  Notwithstanding  any other provision in this Agreement to the
contrary,  the Company  shall  indemnify  the  Indemnitee  against all  expenses
incurred by the  Indemnitee in connection  with any hearing or proceeding  under
this Section 11 involving the  Indemnitee  and against all expenses  incurred by
the Indemnitee in connection with any other  proceeding  between the Company and
the Indemnitee  involving the interpretation or enforcement of the rights of the
Indemnitee under this Agreement unless a court of competent  jurisdiction  finds
that each of the claims and/or defenses of the Indemnitee in any such proceeding
was frivolous or made in bad faith.

      12.   Exceptions.   Any   other   provision   herein   to   the   contrary
notwithstanding,  the Company  shall not be  obligated  pursuant to the terms of
this Agreement:

              (a)  Claims  Initiated  by  Indemnitee.  To  indemnify  or advance
expenses to the Indemnitee  with respect to  proceedings or claims  initiated or
brought  voluntarily by the  Indemnitee  and not by way of defense,  except with
respect   to   proceedings   brought  to   establish   or  enforce  a  right  to
indemnification under this Agreement or any other statute or law or otherwise as
required under Section 145, but such  indemnification or advancement of expenses
may  be  provided  by  the  Company  in  specific  cases  if a  majority  of the
disinterested members of the Board of Directors finds it to be appropriate; or

              (b) Adverse  Judgment  Regarding this Agreement.  To indemnify the
Indemnitee  for any  expenses  incurred by the  Indemnitee  with  respect to any
proceeding  instituted by the Indemnitee to enforce or interpret this Agreement,
if a court of competent  jurisdiction  finds that the Indemnitee is not entitled
to indemnification pursuant to this Agreement; or

              (c)  Unauthorized  Settlements.  To indemnify the Indemnitee under
this  Agreement for any amounts paid in  settlement  of a Proceeding  unless the
Company  consents to such  settlement,  which consent shall not be  unreasonably
withheld.

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

      14. Interpretation of Agreement.  It is understood that the parties hereto
intend  this  Agreement  to  be  interpreted  and  enforced  so  as  to  provide
indemnification  to  the  Indemnitee  to the  fullest  extent  now or  hereafter
permitted by law,  including those  circumstances set forth in this Agreement in
which indemnification would otherwise be discretionary.

      15.  Severability.  If any provision or provisions of this Agreement shall
be held to be invalid,  illegal or unenforceable for any reason whatsoever,  (i)
the validity,  legality and  enforceability  of the remaining  provisions of the
Agreement (including without limitation,  all portions of any paragraphs of this
Agreement  containing  any  such  provision  held  to  be  invalid,  illegal  or
unenforceable,  that are not themselves invalid, illegal or unenforceable) shall
not in any way be affected or impaired  thereby,  and (ii) to the fullest extent
possible, the provisions of this Agreement (including,  without limitation,  all
portions of any paragraph of this  Agreement  containing any such provision held
to be  invalid,  illegal  or  unenforceable,  that are not  themselves  invalid,
illegal or unenforceable)  shall be construed so as to give effect to the intent
manifested by the provision held invalid,  illegal or unenforceable  and to give
effect to Section 14 hereof.

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

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

      18. Notice. All notices,  requests, demands and other communications under
this  Agreement  shall be in  writing  and  shall be  deemed  duly  given (i) if
delivered by hand and receipted for by the party  addressee or (ii) if mailed by
certified or registered  mail with postage  prepaid,  on the third  business day
after the mailing date. Addresses for notice to either party are as shown on the
signature page of this Agreement, or as subsequently modified by written notice.

      19.  Governing  Law.  This  Agreement  shall be governed by and  construed
according to the internal laws of the State of Delaware, as applied to contracts
between  Delaware  residents  entered into and to be performed  entirely  within
Delaware.

      20. Consent to  Jurisdiction.  The Company and the Indemnitee  each hereby
irrevocably  consent to the  jurisdiction of the courts of the State of Delaware
for all purposes in connection with any action or proceeding which arises out of
or relates to this  Agreement  and,  unless  waived by both  parties in writing,
agree that any action  instituted  under this Agreement shall be brought only in
the state courts of the State of Delaware.



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<PAGE>


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



                                           THE COMPANY:

                           Copley Pharmaceutical, Inc.
                                           25 John Road
                                           Canton, MA 02021


                           By: ______________________

                           Name:_____________________

                           Title:____________________


                                           INDEMNITEE:



                                           --------------------------
                                         NAME


                                           Address:

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