This
Indemnification Agreement (“Agreement”) is made
as of ___________, ____ by and between Javelin Pharmaceuticals, 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 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;




WHEREAS,
the Board of Directors of the Company (the “Board”) has
determined that, in order to attract and retain qualified individuals, the
Company will attempt to maintain on an ongoing basis, at its sole expense,
liability insurance to protect persons serving the Company and its subsidiaries
from certain liabilities. Although the furnishing of such insurance has been a
customary and widespread practice among United States-based corporations and
other business enterprises, the Company believes that, given current market
conditions and trends, such insurance may be available to it in the future only
at higher premiums and with more exclusions. At the same time, directors,
officers, and other persons in service to corporations or business enterprises
are being increasingly subjected to expensive and time-consuming litigation
relating to, among other things, matters that traditionally would have been
brought only against the business enterprise itself. The Amended and Restated
Certificate of Incorporation of the Company (the “Charter”) and the
By-Laws of the Company (the “By-Laws”) require
indemnification of the officers and directors of the Company in certain
instances. Indemnitee may also be entitled to indemnification pursuant to the
General Corporation Law of the State of Delaware (“DGCL”). The Charter,
the By-Laws and the DGCL expressly provide that the indemnification provisions
set forth therein are not exclusive, and thereby contemplate that contracts may
be entered into between the Company and members of the Board, officers and other
persons with respect to indemnification;




WHEREAS,
the uncertainties relating to such insurance and to indemnification have
increased the difficulty of attracting and retaining such persons;




WHEREAS,
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;




WHEREAS,
this Agreement is a supplement to and in furtherance of the indemnification
provided in the Charter, the By-Laws 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 is concerned that the protection available under the Charter, the
By-Laws and insurance may not be adequate in the present circumstances, and in
consideration of serving as a director desires to be assured of 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 Indemnitee 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 of
the Company. 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 Enterprise) and Indemnitee. The foregoing notwithstanding, this Agreement
shall continue in force after Indemnitee has ceased to serve as a director of
the Company.





Section
2.  Definitions





As used
in this Agreement:





(a)           “Corporate Status”
describes the status of a person who is or was a director, officer, employee or
agent of the Company or of any other corporation, partnership or joint venture,
trust, employee benefit plan or other enterprise which such person is or was
serving at the request of the Company.





(b)           “Disinterested
Director” shall mean a director of the Company who either is not or was
not a party to the Proceeding, or affiliated with a party to the Proceeding, in
respect of which indemnification is being sought by the Indemnitee, or is not
the Indemnitee.





(c)           “Enterprise” shall
mean the Company and any other corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise of which Indemnitee is or was serving
at the request of the Company as a director, officer, employee, agent or
fiduciary.





(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 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,
supersedes bond, or other appeal bond or its equivalent.  Expenses,
however, shall not include amounts paid in settlement by Indemnitee or the
amount of judgments or fines against Indemnitee.





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(e)           “Independent Counsel”
means a law firm, or a partner (or, if applicable, member) of such 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)           The
term “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 or investigative nature, in which Indemnitee was, is or will be
involved as a party or otherwise by reason of the fact that Indemnitee is or was
a director of the Company, by reason of any action taken by him or of any action
on his part while acting as director 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, partnership, joint venture, trust,
employee benefit plan 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 Indemnitee to enforce his rights under
this Agreement.





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
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
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 (the “Delaware Court”) 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 for
such expenses as the Delaware Court or such other court shall deem
proper.





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Section
5.  Indemnification for Expenses
of a Party Who is Wholly or Partly Successful.  Notwithstanding
any other provisions of this Agreement, 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 (a) all Expenses
actually and reasonably incurred by him or on his behalf in connection with each
successfully resolved claim, issue or matter and (b) any claim, issue or matter
related to any such successfully resolved claim, issue or matter.  For
purposes of this Section and without limitation, the termination of any claim,
issue or matter in such a Proceeding by dismissal, with or without prejudice,
shall be deemed to be a successful result as to such claim, issue or
matter.





Section
6. Indemnification For Expenses
of a Witness.  Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of his Corporate Status,
a witness 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 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 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





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(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 to the contrary, 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;




(b)           for
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 Securities Exchange Act of 1934, as amended, or similar provisions of
state statutory law or common law; or




(c)           for
which payment is prohibited by 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 the
receipt by the Company of a statement or statements requesting such advances
(which shall include invoices received by Indemnitee in connection with such
Expenses but, in the case of invoices in connection with legal services, any
references to legal work performed or to expenditures made that would cause
Indemnitee to waive any privilege accorded by applicable law shall not be
included with the invoice) from time to time, whether prior to or after final
disposition of any Proceeding. Advances shall be unsecured and interest free.
Advances shall be made without regard to Indemnitee’s ability to repay the
expenses and without regard to Indemnitee’s ultimate entitlement to
indemnification under the other provisions of this Agreement. 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. The Indemnitee shall
qualify for advances upon the execution and delivery to the Company of this
Agreement which shall constitute an undertaking providing that the Indemnitee
undertakes to the fullest extent permitted by law to repay the advance if and to
the extent that it is ultimately determined that Indemnitee is not entitled to
be indemnified by the Company. This Section 9 shall not apply to any claim made
by Indemnitee for which indemnity is excluded pursuant to Section
8.





Section
10.  Procedure
for Notification and Defense of Claim.  To obtain
indemnification under this Agreement, Indemnitee shall submit to the Company a
written request therefor.  The Company will be entitled to participate
in the Proceeding at its own expense.





Section
11.  Procedure
Upon Application for Indemnification.





5


(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 by Independent Counsel in
a written opinion to the Board, a copy of which shall be delivered to Indemnitee
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 Independent
Counsel making such determination with respect to Indemnitee’s entitlement to
indemnification, including providing to such counsel 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 Independent Counsel 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.




(b)           The
Independent Counsel shall be selected by a majority vote of the Board's
Disinterested Directors, whether or not such majority constitutes a quorum, or,
if there are no Disinterested Directors, and upon application of either the
Indemnitee or the Company, by the Delaware Court or any court in which the
Proceeding was brought.  If the selection is made by the Board's
Disinterested Directors, the Indemnitee may, within ten (10) days after written
notice of such selection, deliver to the Company 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 of a written request for indemnification pursuant to Section 10(a)
hereof, no Independent Counsel shall have been selected and not objected to,
either the Indemnitee or the Company may petition a court of competent
jurisdiction for resolution of any objection which shall have been made by the
Indemnitee to the 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 Independent Counsel making such determination shall 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 have the burden of proof to overcome that
presumption in connection with the making by the Independent Counsel of any
determination contrary to that presumption. Neither the failure of the Company
or of Independent 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 or by Independent 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.


6




(b)           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.




(c)           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 Enterprise, including financial statements, or on information
supplied to Indemnitee by the officers of the Enterprise in the course of their
duties, or on the advice of legal counsel for the Enterprise or the Board or
counsel selected by any committee of the Board or on information or records
given or reports made to the Enterprise by an independent certified public
accountant or by an appraiser, investment banker or other expert selected with
the reasonable care by the Company or the Board or any committee of the
Board.  The provisions of this Section 12(c) 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.




(d)           The
knowledge and/or actions, or failure to act, of any director, officer, agent or
employee of the Enterprise shall not be imputed to Indemnitee for purposes of
determining the right to indemnification under this Agreement.




(e)           The
Company shall not be liable to indemnify the Indemnitee under this Agreement for
any amounts paid in settlement of any Proceeding effected without its written
consent.  The Company shall not settle any Proceeding in any manner
that would impose any penalty or limitation on or disclosure or payment
obligation with respect to or damage the reputation of the Indemnitee without
the Indemnitee’s written consent.  Neither the Company nor the
Indemnitee will unreasonably withhold or delay its or his consent to any
proposed settlement; provided, that the Indemnitee may withhold consent to any
proposed settlement that does not provide a complete and unconditional release
of the Indemnitee.





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, or (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, 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.





7


(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 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.  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 therefore) 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.





8


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 Charter, the
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 Charter, 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.




(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 Enterprise, 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 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,
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, 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, partnership, joint venture, trust, employee benefit
plan or other enterprise.


9




Section
15.  Duration of
Agreement.  This Agreement shall continue until and terminate
upon the later of: (a) ten (10) years after the date that Indemnitee shall have
ceased to serve as a director of the Company or (b) one (1) year after the final
termination of any Proceeding then pending in respect of which Indemnitee is
granted rights of indemnification or advancement of Expenses hereunder and of
any proceeding commenced by Indemnitee pursuant to Section 13 of this Agreement
relating thereto. This Agreement shall be binding upon the Company and its
successors and assigns and shall inure to the benefit of Indemnitee and his
heirs, executors and administrators.




Section
16.  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.





Section
17.  Enforcement.





(a)           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 of the Company, and the Company acknowledges that
Indemnitee is relying upon this Agreement in serving as a director of the
Company.




(b)           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 Charter, the By-laws 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 hereto. No
waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions of this Agreement 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.





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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 such address as Indemnitee shall provide to the
Company.


(b)           If
to the Company to:  Javelin Pharmaceuticals, Inc.


125 CambridgePark Drive


Cambridge, MA 02140


ATTN: General Counsel


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




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 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, The Corporation Trust Company, Wilmington, Delaware 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.


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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.  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.




[remainder
of page intentionally left blank; signature page follows]


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








JAVELIN
      PHARMACEUTICALS, INC.
                
                
                
                
                By:
                Name:
                Title:
                
                
                INDEMNITEE:
                
                
                
                By:
                Name:











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