Exhibit 10.20


 


INDEMNIFICATION
AGREEMENT


 


This Indemnification Agreement
(“Agreement”) is made as of [●], 20[●] by and between Xilio Therapeutics, Inc., a Delaware corporation (the
 “Company”), and [●] (“Indemnitee”). This Agreement supersedes and replaces any and all previous Agreements
between the Company and Indemnitee covering the subject matter of this Agreement. [[Solely with respect to officers and directors that
execute this form of indemnification agreement on or prior to the Company’s initial public offering:] and shall be effective
as of the effectiveness of a Registration Statement on Form S-1 relating to the initial registration under the Securities Act of
1933, as amended, of shares of the Company’s common stock].


 


RECITALS


 


WHEREAS, the Board of Directors
of the Company (the “Board”) believes that 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;


 


WHEREAS, 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 Company or business enterprise itself. The certificate of incorporation of the Company (as the
same may be amended or restated from time to time, the “Certificate of Incorporation”) requires indemnification of the officers
and directors of the Company. Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State
of Delaware (the “DGCL”). The Certificate of Incorporation 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 and its 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 Certificate of Incorporation and any resolutions adopted pursuant thereto, as well as any rights
of Indemnitee under any directors’ and officers’ liability insurance policy, and shall not be deemed a substitute therefor,
nor to diminish or abrogate any rights of Indemnitee thereunder; [and]


 


[WHEREAS, Indemnitee
is a representative of [●] [and its affiliated investment funds] (the “Fund”), and has certain rights to indemnification
and/or insurance provided by the Fund which Indemnitee and the Fund intend to be secondary to the primary obligation of the Company to
indemnify Indemnitee as provided herein, with the Company’s acknowledgement and agreement to the foregoing being a material consideration
to Indemnitee’s willingness to serve on the Board; and]


 


WHEREAS, Indemnitee does
not regard the protection available under the Certificate of Incorporation and insurance as adequate in the present circumstances and
may not be willing to serve or continue to serve as an officer or director without adequate protection, and the Company desires Indemnitee
to serve or continue 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 sufficiency of which is hereby acknowledged, the Company and Indemnitee do hereby
covenant and agree as follows:


 


Section 1.         Services
to the Company. Indemnitee agrees to serve as [a director] [an officer] 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 (as defined below)) and Indemnitee. Indemnitee
specifically acknowledges that Indemnitee’s employment with the Company (or any of its subsidiaries or any Enterprise), if any,
is at will, and 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 Enterprise), other applicable formal
severance policies duly adopted by the Board, or, with respect to service as a director or officer of the Company, by the Certificate
of Incorporation, the bylaws of the Company (as the same may be amended or restated from time to time, the “Bylaws”), and
the DGCL. The foregoing notwithstanding, this Agreement shall continue in force after Indemnitee has ceased to serve as [an officer] [a
director] of the Company, as provided in Section 16 hereof.


 






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Section 2.         Definitions.
As used in this Agreement:


 


    (a)          References
to “agent” shall mean any person who is or was a director, officer, or employee of the Company or a subsidiary of the Company
or other person authorized by the Company to act for the Company, to include such person serving in such capacity as a director, officer,
employee, fiduciary or other official of another corporation, partnership, limited liability company, joint venture, trust or other enterprise
at the request of, for the convenience of, or to represent the interests of the Company or a subsidiary of the Company.


 


    (b)          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 fifty percent (50%) or more of the combined voting power of the Company’s then outstanding
securities unless the change in relative Beneficial Ownership of the Company’s securities by any Person results solely from a reduction
in the aggregate number of outstanding shares of securities entitled to vote generally in the election of directors;


 


   ii.            Change
in Board of Directors. 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(b)(i), 2(b)(iii) or
2(b)(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 or its ultimate parent,
as applicable) more than fifty percent (50%) of the combined voting power of the voting securities of the surviving entity or its ultimate
parent, as applicable, 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 or its ultimate parent, as applicable;


 


  iv.            Liquidation
or Sale of Assets. 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; or


 


  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.


 






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


 


  (A)        “Exchange
Act” shall mean the Securities Exchange Act of 1934, as amended from time to time.


 


  (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
entity owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock
of the Company.


 


  (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.


 


(c)      “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,
limited liability company, partnership or joint venture, trust or other enterprise which such person is or was serving at the request
of the Company.


 


(d)      “Disinterested
Director” shall mean 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.


 


(e)      “Enterprise”
shall mean the Company and any other corporation, limited liability company, partnership, joint venture, trust or other enterprise of
which Indemnitee is or was serving at the request of the Company as a director, officer, trustee, partner, managing member, employee,
agent or fiduciary.


 


(f)       “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs, transcript costs, fees of experts and other professionals,
witness fees, travel expenses, duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, any federal,
state, local or foreign taxes imposed on Indemnitee as a result of the actual or deemed receipt of any payments under this Agreement,
ERISA excise taxes and penalties, 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 deponent or 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) expenses incurred in connection with recovery under any directors’ and officers’ liability
insurance policies maintained by the Company, regardless of whether Indemnitee is ultimately determined to be entitled to such indemnification,
advancement or Expenses or insurance recovery, as the case may be, and (iii) for purposes of Section 14(d) only, Expenses
incurred by Indemnitee in connection with the interpretation, enforcement or defense of Indemnitee’s rights under this Agreement,
the Certificate of Incorporation or under any directors’ and officers’ liability insurance policies maintained by the Company,
by litigation or otherwise. The parties agree that for the purposes of any advancement of Expenses for which Indemnitee has made written
demand to the Company in accordance with this Agreement, all Expenses included in such demand that are certified by affidavit of Indemnitee’s
counsel as being reasonable in the good faith judgment of such counsel shall be presumed conclusively to be reasonable. Expenses, however,
shall not include amounts paid in settlement by Indemnitee or the amount of judgments or fines against Indemnitee.


 






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(g)      “Independent
Counsel” shall mean 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 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.


 


(h)      The
term “Proceeding” shall include any threatened, pending or completed action, suit, claim, counterclaim, cross claim, arbitration,
mediation, 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, regulatory
or investigative (formal or informal) 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 Indemnitee (or a failure to take action by Indemnitee) or of any action (or failure to act) on Indemnitee’s
part while acting pursuant to Indemnitee’s Corporate Status, 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.
If Indemnitee believes in good faith that a given situation may lead to or culminate in the institution of a Proceeding, this shall be
considered a Proceeding under this paragraph.


 


(i)       Reference
to “other enterprise” shall include employee benefit plans; references to “fines” shall include any excise tax
assessed with respect to any employee benefit plan; references to “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; and a person who acted in good faith and
in a manner Indemnitee reasonably believed to be in the best interests 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” as referred to in this Agreement.


 






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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 (including all interest, assessments and other
charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement) actually and
reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection with such Proceeding or any claim, issue or matter therein,
if Indemnitee acted in good faith and in a manner Indemnitee 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 Indemnitee’s conduct was unlawful. The
parties hereto intend that this Agreement shall provide to the fullest extent permitted by law for indemnification in excess of that expressly
permitted by statute, including, without limitation, any indemnification provided by the Certificate of Incorporation, the Bylaws, vote
of the Company’s stockholders or disinterested directors or applicable law.


 


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 Indemnitee or on Indemnitee’s behalf in connection
with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in a manner Indemnitee 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 Court of Chancery of the State of Delaware (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 such 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 or on behalf of Indemnitee 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
or on behalf of Indemnitee in connection with or related to each successfully resolved claim, issue or matter to the fullest extent permitted
by law. 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.


 






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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 Indemnitee’s Corporate Status, a witness, is or was made (or asked) to respond
to discovery requests in any Proceeding, or otherwise asked to participate in any Proceeding to which Indemnitee is not a party, Indemnitee
shall be indemnified against all Expenses actually and reasonably incurred by or on behalf of Indemnitee in connection therewith.


 


Section 7.         Partial
Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion
of Expenses, but not, however, for the total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof
to which Indemnitee is entitled.


 


Section 8.         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, or is threatened to be made, a party to or participant in 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 (including all interest, assessments
and other charges paid or payable in connection with or in respect of such Expenses, judgments, fines and amounts paid in settlement)
actually and reasonably incurred by Indemnitee in connection with the Proceeding.


 


    (b)          For
purposes of Section 8(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 9.         Exclusions.
Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement to make any indemnification payment
in connection with any claim involving 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


 


    (b)         for
(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(b) hereof) or similar provisions of state
statutory law or common law, or (ii) any reimbursement of the Company by Indemnitee of any bonus or other incentive-based or equity-based
compensation or of any profits realized by 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 (iii) any reimbursement of the Company by Indemnitee
of any compensation pursuant to any compensation recoupment or clawback policy adopted by the Board or the compensation committee of the
Board, including but not limited to any such policy adopted to comply with stock exchange listing requirements implementing Section 10D
of the Exchange Act; or


 






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     (c)         except
as provided in Section 14(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 10.        Advances
of Expenses. Notwithstanding any provision of this Agreement to the contrary (other than Section 14(d)), the Company shall advance,
to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with any Proceeding (or any part of any Proceeding)
(x) not initiated by Indemnitee or (y) initiated by Indemnitee with the prior approval of the Board as provided in Section 9(c),
and such advancement shall be made within thirty (30) days after the receipt by the Company of a statement or statements requesting such
advances 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. In accordance with Section 14(d), 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. Indemnitee shall qualify for advances upon the execution and
delivery to the Company of this Agreement, which shall constitute an undertaking providing that Indemnitee undertakes to repay the amounts
advanced (without interest) to the extent that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company.
No other form of undertaking shall be required other than the execution of this Agreement. This Section 10 shall not apply to any
claim made by Indemnitee for which indemnity is excluded pursuant to Section 9.


 


Section 11.       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 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.


 






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


 


Section 12.       Procedure
Upon Application for Indemnification.


 


      (a)        Upon
written request by Indemnitee for indemnification pursuant to Section 11(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,
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, (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 Board, 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 or on behalf of 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. The Company promptly will advise Indemnitee in writing with respect
to any determination that Indemnitee is or is not entitled to indemnification, including a description of any reason or basis for which
indemnification has been denied.


 






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     (b)        In
the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 12(a) hereof,
the Independent Counsel shall be selected as provided in this Section 12(b). If a Change in Control shall not have occurred, 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, 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 the Delaware Court has determined that such objection is without merit. If, within twenty (20) days after the later of
submission by Indemnitee of a written request for indemnification pursuant to Section 11(a) hereof and the final disposition
of the Proceeding, no Independent Counsel shall have been selected and not objected to, either the Company or Indemnitee may petition
the Delaware Court 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 such court or by such other person as
such 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 12(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant
to Section 14(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 13.       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 11(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 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 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.


 


     (b)         Subject
to Section 14(e), if the person, persons or entity empowered or selected under Section 12 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 13(b) shall
not apply (i) if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 12(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 12(a) of this Agreement.


 






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      (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 Indemnitee
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 Indemnitee’s conduct was unlawful.


 


     (d)         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 directors or officers of the Enterprise 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 Enterprise by an independent certified public accountant or by an appraiser or
other expert selected with reasonable care by or on behalf of the Enterprise. The provisions of this Section 13(d) shall not
be deemed to be exclusive or to limit in any way the other circumstances in which Indemnitee may be deemed to have met the applicable
standard of conduct set forth in this Agreement.


 


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


 


Section 14.       Remedies
of Indemnitee.


 


      (a)        Subject
to Section 14(e), in the event that (i) a determination is made pursuant to Section 12 of this Agreement that Indemnitee
is not entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 10
of this Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 12(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, 6 or 7 or the second to last sentence of Section 12(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 8 of this Agreement is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification,
or (vi) 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, Indemnitee the benefits provided or
intended to be provided to Indemnitee hereunder, Indemnitee shall be entitled to an adjudication by a court of Indemnitee’s
entitlement to such indemnification or advancement of Expenses. Alternatively, Indemnitee, at Indemnitee’s 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 14(a); provided, however,
that the foregoing clause shall not apply in respect of a proceeding brought by Indemnitee to enforce Indemnitee’s rights under
Section 5 of this Agreement. The Company shall not oppose Indemnitee’s right to seek any such adjudication or award in arbitration.


 






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     (b)         In
the event that a determination shall have been made pursuant to Section 12(a) of this Agreement that Indemnitee is not entitled
to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 14 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 14 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 12(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 14,
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 14 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, to the fullest extent permitted by law, 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 Indemnitee hereunder. The
Company shall, to the fullest extent permitted by law, 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 or on behalf of Indemnitee in connection with any action brought by Indemnitee
for indemnification or advancement of Expenses from the Company under this Agreement or under any directors’ and officers’
liability insurance policies maintained by the Company if, in the case of indemnification, Indemnitee is wholly successful on the
underlying claims; if Indemnitee is not wholly successful on the underlying claims, then such indemnification shall be only to the extent
Indemnitee is successful on such underlying claims or otherwise as permitted by law, whichever is greater.


 






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


 


Section 15.        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 Certificate of Incorporation, the Bylaws, 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 Indemnitee in
Indemnitee’s 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
Certificate of Incorporation 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 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 such claim or of the commencement of a Proceeding, as the case may be, 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 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 made by the Company 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 hereunder (or for which advancement
is provided hereunder) if and to the extent that Indemnitee has otherwise actually received such payment under any insurance policy, contract,
agreement or otherwise.


 






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     (e)         [The
Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided by
the Fund and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that it
is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to advance
expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that it shall
be required to advance the full amount of Expenses incurred by Indemnitee and shall be liable for the full amount of all Expenses, judgments,
penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the Certificate of Incorporation or
Bylaws (or any agreement between the Company and Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors,
and (iii) that it irrevocably waives, relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors
for contribution, subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or
payment by the Fund Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from
the Company shall affect the foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent
of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that
the Fund Indemnitors are express third party beneficiaries of the terms of this Section 15(e).]


 


      (f)        [Except
as provided in paragraph (e) above,] [T]he 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, trustee, partner, managing member, fiduciary, 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 or other enterprise.


 


Section 16.       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] [an officer] 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 14 of this Agreement relating thereto. The indemnification and advancement of expenses
rights provided by or granted pursuant to this Agreement shall be binding upon and be enforceable by the parties hereto and their respective
successors and assigns (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially
all of the business or assets of the Company), shall continue as to an Indemnitee who has ceased to be a director, officer, employee or
agent of the Company or of any other Enterprise, and shall inure to the benefit of Indemnitee and his or her spouse, assigns, heirs, devisees,
executors and administrators and other legal representatives.


 


Section 17.       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.


 






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Section 18.       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 or officer of the Company, and the Company acknowledges that Indemnitee is relying upon this
Agreement in serving or continuing to serve as a director or officer of the Company.


 


     (b)         This
Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes and replaces
all prior agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof,
including any agreement covering the subject matter of this Agreement previously entered into between the Company and Indemnitee; provided,
however, that this Agreement is a supplement to and in furtherance of the Certificate of Incorporation, the Bylaws, any directors’
and officers’ insurance maintained by the Company and applicable law, and shall not be deemed a substitute therefor, nor to diminish
or abrogate any rights of Indemnitee thereunder.


 


Section 19.       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 20.       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 Indemnitee under this Agreement or otherwise.


 


Section 21.       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.


 






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     (b)            If
to the Company to


 


     Xilio Therapeutics, Inc.


     828 Winter Street


     Waltham, MA 02451


     Attention: Chief Executive Officer


     CC: General Counsel


 


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


 


Section 22.       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, on the one hand, and Indemnitee, on the
other hand, 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 other directors, officers, employees and agents) on the one hand, and Indemnitee, on the other hand, in
connection with such event(s) and/or transaction(s).


 


Section 23.       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 14(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) waive any objection to the laying of venue of any such action or proceeding in the Delaware
Court, and (iv) 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 24.       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 25.       Miscellaneous.
Use of the masculine pronoun shall be deemed to include usage of the feminine pronoun where appropriate. The headings 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]








 






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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.


 


	 	XILIO THERAPEUTICS, INC.




 


	
	By:	 
	 	Name:	 
	 	Title:	 




 


	 	INDEMNITEE:
	 	 
	 	 
	 	[Name of Indemnitee]




 


[Signature Page to Xilio Therapeutics, Inc.



Indemnification
Agreement]