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NABI BIOPHARMACEUTICALS
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                                                                   EXHIBIT 10.32


                            INDEMNIFICATION AGREEMENT


         This Indemnification Agreement is made and entered into this 11 day of
September, 2000, between Nabi (the "Company") and Mark Smith (the "Indemnitee"),
and is effective retroactively to the date of hire of the Indemnitee by Company.

PRELIMINARY STATEMENT

         The board of directors of the Company has determined that highly
competent persons will be difficult to retain unless they are adequately
protected against liabilities incurred in performance of their services on
behalf of the Company, and the Company's By-laws authorize the Company to enter
into and perform Indemnification Agreements for this purpose.

         Therefore, the board of directors has determined that it is in the best
interests of the Company to attract and retain persons such as the Indemnitee by
providing adequate protection against such liabilities by means of
Indemnification Agreements with persons such as the Indemnitee.

         NOW, THEREFORE, in consideration of the promises and covenants
contained herein and as an inducement to the Indemnitee to continue as an
employee of the Company, the Company and the Indemnitee, intending to be legally
bound, do hereby agree as follows:

                  1. The Indemnitee agrees to serve as an employee of the
         Company until the Indemnitee's resignation by written notice to the
         Company or the Indemnitee's removal, whichever occurs earliest.

                  2. The Company agrees to indemnify and hold harmless the
         Indemnitee, with respect to any action taken or omitted by the
         Indemnitee while serving as an employee of the Company, to the fullest
         extent permissible under applicable law, as such law may be amended or
         supplemented from time to time. The Indemnitee's indemnification rights
         shall include but not be limited to the rights contained in the
         following paragraphs, except to the extent expressly prohibited by
         applicable law.

                  3. The Company shall indemnify and hold harmless the
         Indemnitee from and against expenses (including attorneys' fees and
         disbursements), judgments, damages, fines (including any excise taxes
         assessed on a person with respect to an employee benefit plan) and
         amounts paid in settlement actually and reasonably incurred by the
         Indemnitee in connection with any threatened, pending or contemplated
         action, suit or proceeding, or appeal thereof, whether civil, criminal
         or administrative, or in connection with any internal or external
         investigation (other than an action by or in the right of the Company)
         if the Indemnitee was or is a "party" (as used in this Agreement,
         "party" shall include the giving of testimony or similar involvement)
         or threatened to be made a party to such action, suit or proceeding by
         reason of the fact that the Indemnitee is or was a director, officer,
         employee or agent of the Company, or is or was serving at the request
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         of the Company as a director, officer, employee or agent of another
         corporation, partnership, joint venture, trust or other enterprise
         (including employee benefit plans); provided, however, that the
         Indemnitee shall be entitled to such indemnification only if the
         Indemnitee acted in good faith and in a manner the Indemnitee
         reasonably believed to be in or not opposed to the best interests of
         the Company, and, with respect to any criminal action or proceeding,
         the Indemnitee had no reasonable cause to believe such conduct was
         unlawful. The term "serving at the request of the Company" shall
         include any service as a director, officer, employee or agent of the
         Company which imposes duties on, or involves services by, such
         director, officer, employee or agent with respect to an employee
         benefit plan, its participants, or beneficiaries. A person who acted in
         good faith and in a manner he reasonably believed to be in the interest
         of the participants and beneficiaries of an employee benefit plan shall
         be deemed to have acted in a manner "not opposed to the best interests
         of the Company."

                  4. The Company shall indemnify and hold harmless the
         Indemnitee from and against expenses (including attorneys' fees and
         disbursements), and amounts paid in settlement, actually and reasonably
         incurred by the Indemnitee in connection with the defense or settlement
         of any threatened, pending or completed action or suit, or appeal
         thereof, by or in the right of the Company to procure a judgment in its
         favor if the Indemnitee was or is a party or threatened to be a party
         to such action or suit by reason of the fact that the Indemnitee is or
         was a director, officer, employee or agent of the Company, or is or was
         serving at the request of the Company as a director, officer, employer
         or agent of another corporation, partnership, joint venture, trust or
         other enterprise; provided, however, that the Indemnitee shall be
         entitled to such indemnification only if the Indemnitee acted in good
         faith and in a manner reasonably believed by the Indemnitee to be in or
         not opposed to the best interests of the Company and except that no
         indemnification shall be made in respect of any claim, issue or matter
         as to which such person shall have been adjudged to be liable in the
         performance of such person's duty to the Company if and to the extent
         that the court in which such action or suit was brought shall determine
         that the Indemnitee is not entitled to such indemnification.

                  5. The Company currently has in force policies of Directors
         and Officers Liability Insurance (the "D&O Policy"). The Company shall
         not be liable under this Indemnification Agreement for any amount of
         any claim for which the Indemnitee has been paid under the D&O Policy
         or under any other valid insurance policies maintained in the future by
         the Company for Indemnitee's benefit. The Company shall not be required
         to maintain the D&O Policy presently in effect or to replace such
         policy if, in the judgment of the board of directors of the Company,
         the cost of such policy is not reasonable in relation to the coverage
         provided. If the Company so decides not to maintain the current D&O
         Policy or replace it with policies with similar coverage, the Company
         agrees, in addition to and not in limitation of the indemnification
         otherwise provided for by this Indemnification Agreement, to indemnify
         and hold harmless the Indemnitee to the extent of coverage which would
         have been provided by the D&O Policy to the fullest extent permissible
         under applicable law.

                  6. Expenses incurred by the Indemnitee in connection with any
         action, suit, proceeding, or appeal thereof, described in Paragraphs 3
         and 4 above, shall be paid by the Company in advance of the final
         disposition of such action, suit or proceeding within twenty (20) days
         of receipt of an undertaking by the Indemnitee to repay such amount if

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         it is ultimately determined by the board of directors, Independent
         Counsel (as defined below), the shareholders or a court, as provided in
         Paragraph 9 of this Indemnification Agreement, that the Indemnitee is
         not entitled to be indemnified by the Company or not entitled to full
         indemnification by the Company.

                  7. The Indemnitee's right to indemnification and advancement
         of expenses as set forth in this Indemnification Agreement shall not be
         exclusive of other rights the Indemnitee may have under applicable law,
         other agreements between the Company and the Indemnitee, the
         Certificate of Incorporation or By-laws of the Company, by vote of
         disinterested directors of the Company or by vote of the shareholders
         of the Company.

                  8. The indemnification and advancement of expenses provided
         by, or granted pursuant to, this Indemnification Agreement shall
         continue after the Indemnitee has ceased to be an employee of the
         Company and shall inure to the benefit of the heirs, executors and
         administrators of the Indemnitee.

                  9. Upon written request by the Indemnitee for indemnification
         under Paragraphs 3 and 4 above, a determination regarding the
         Indemnitee's entitlement to such indemnification shall be made by (1)
         the board of directors of the Company by a majority vote of a quorum
         consisting of directors who are not parties to the action, suit,
         settlement or proceeding, or (2) if such a quorum is not obtainable,
         or, even if obtainable, a quorum consisting of disinterested directors
         so directs, by Independent Counsel, as defined below, in a written
         opinion, or (3) by the shareholders of the Company. "Independent
         Counsel" shall mean a law firm or member of a law firm that has not
         within the last five (5) years represented the Company or the
         Indemnitee in a matter material to either or in a matter material to
         any other party to the action, suit or proceeding giving rise to the
         Indemnitee's claim for indemnification under this Indemnification
         Agreement. Independent Counsel shall not include any member of a law
         firm who would have a conflict of interest under applicable standards
         of professional conduct in representing the Company or the Indemnitee
         in an action hereunder. Such Independent Counsel shall be chosen by the
         board of directors of the Company and approved by the Indemnitee. Upon
         failure of the board of directors to choose, or the Indemnitee to
         approve, Independent Counsel, Independent Counsel shall be selected by
         the Chancellor of the State of Delaware or by an appointee of the
         Chancellor. Determination of entitled to indemnification shall be made
         within thirty (30) days of receipt by the Company of a written request
         for indemnification by the Indemnitee. The Indemnitee's request to the
         Company shall be accompanied by any documentation reasonably available
         to the Indemnitee relating to the Indemnitee's entitlement to be
         indemnified. All reasonable expenses (including attorneys' fees and
         disbursements) relating to the Indemnitee's request for indemnification
         under this Indemnification Agreement shall be paid by the Company
         regardless of the outcome of the determination as to the Indemnitee's
         entitlement to indemnification. If such determination is unfavorable to
         the Indemnitee or if the Indemnitee has made no request for
         indemnification hereunder or no determination is otherwise made, the
         Indemnitee may within two (2) years after such determination, or, if no
         determination has been made, within two (2) years after the Indemnitee
         has incurred the expense or otherwise made a payment for which the
         Indemnitee seeks indemnification, petition the Court of Chancery of the
         State of Delaware or any other court of competent jurisdiction to
         determine whether the Indemnitee is entitled to indemnification under

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         the terms of this Indemnification Agreement or otherwise. The
         Indemnitee shall not be prejudiced in such judicial proceeding by a
         prior determination that the Indemnitee is not entitled to
         indemnification. The Company shall be precluded from asserting in such
         judicial proceeding that it is not bound by the provisions of this
         Indemnification Agreement. The Company shall pay all expenses
         (including attorneys' fees and disbursements incurred or at trial or on
         one or more appeals) actually and reasonably incurred by the Indemnitee
         in connection with such judicial determination.

                  10. If any action, suit or proceeding described in Paragraphs
         3 and 4 above shall be terminated by judgment, order, settlement or
         conviction or upon a plea of NOLO CONTENDERE or its equivalent, no
         presumption shall be created 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, that the Indemnitee had reasonable cause
         to believe that his conduct was unlawful.

                  11. In each request made by Indemnitee for indemnity or
         advancement of expenses under this Indemnification Agreement, the
         Indemnitee shall be presumed to have satisfied the required standard of
         conduct and any and all other conditions precedent to such indemnity
         and/or advancement, unless and until the contrary is established.

                  12. Notwithstanding any other provision of the Indemnification
         Agreement, the Company shall not be liable to indemnify the Indemnitee
         under this Indemnification Agreement in connection with any claim
         against Indemnitee:

                           (a) for which the Indemnitee is indemnified by the
                  Company other than under this Indemnification Agreement;

                           (b) if a court of competent jurisdiction has rendered
                  a final decision that indemnification relating to the claim
                  would be unlawful;

                           (c) if pursuant to Section 16(b) of the Securities
                  Exchange Act of 1934, as amended, or similar provisions of any
                  state or federal statutory law, the claim is for an accounting
                  of profits made from the purchase and sale by the Indemnitee
                  of securities of the Company;

                           (d) if a final decision by a court of competent
                  jurisdiction shall adjudge the Indemnitee's conduct to have
                  been knowingly fraudulent or deliberately dishonest and to be
                  material to the claim adjudicated by the court; or

                           (e) if the claim was based upon the Indemnitee's
                  deriving an unlawful personal benefit and a court of competent
                  jurisdiction adjudges that such benefit was unlawful in a
                  final decision.

                  13. If any provision of this Indemnification Agreement or the
         application thereof to any particular facts or circumstances shall be
         held to be invalid, illegal or unenforceable, the validity, legality
         and enforceability of the remaining provisions (including portions of
         any paragraph of this Indemnification Agreement containing an invalid,
         illegal or unenforceable provision) and the application thereof to
         facts or circumstances other than those as to which it is held invalid,
         illegal, or unenforceable shall not be impaired or affected thereby.
         This Indemnification Agreement shall be construed to be valid and
         enforceable to the full extent allowed by law, and any invalid, illegal

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         or unenforceable provision of this Indemnification Agreement shall be
         modified as necessary to comply with all applicable laws.

                  14. This Indemnification Agreement may be executed in one or
         more counterparts, each of which shall be deemed an original, but all
         of which together shall constitute one and the same instrument.

                  15. This Indemnification Agreement shall be governed by, and
         construed in accordance with, the laws of the State of Delaware
         applicable to contracts made and wholly performed in such state.

                  16. All notices or other communication hereunder shall be in
         writing and shall be deemed to be effective and to have been duly given
         if delivered by certified mail postage prepaid, return receipt
         requested, to the respective parties, as follows:

                  If to the Company:

                           Nabi
                           5800 Park of Commerce Boulevard, N.W.
                           Boca Raton, FL  33487
                           Attention: President & CEO

                  If to Indemnitee:

                           Mark Smith
                           Boca Raton, FL 33428

         or to such other address as a party may have furnished to the other in
         writing in accordance with this paragraph, except that notices of
         change of address shall only be effective upon receipt.

                  17. This Indemnification Agreement shall be binding upon the
         Company and its successors and assigns and shall inure to the benefit
         of (and be enforceable against the Company by) the Indemnitee and the
         Indemnitee's heirs, executors and administrators.

                  18. No amendment of this Indemnification Agreement shall be
         binding unless executed in writing by both parties hereto. No waiver of
         any provision of this Indemnification Agreement shall constitute a
         waiver of any other provision hereof.

                  19. The Indemnitee shall notify the Company in writing within
         thirty days after being served with any summons, citation, subpoena,
         complaint, indictment, information or other document relating to any
         matter concerning which the Indemnitee may be entitled to
         indemnification hereunder, but the failure to give such notice shall
         not affect the Company's obligation to indemnify the Indemnitee to the
         extent provided for herein or otherwise.


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

Nabi:                                       Indemnitee



By:  /s/ David J Gury                       By:  /s/ Mark Smith
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Name:  David J. Gury                        Name: Mark Smith
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Title: President & CEO                      Title: Senior Director Finance, CAO
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Date:                                       Date: 9/11/2000
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