Exhibit 10.1


 


INDEMNIfication
AGREEMENT


 


This Indemnification Agreement
(“Agreement”) is made as of December ___, 2017, by and between Aevi Genomic Medicine, Inc., a Delaware
corporation (the “Company”), and ________________ (“Indemnitee”).


 


RECITALS


 


WHEREAS, the board of
directors of the Company (the “Board”) has determined that enhancing the ability of the Company to retain
and attract as directors and officers the most capable persons is in the best interests of the Company and that the Company therefore
should seek to assure such persons that indemnification and insurance coverage is available;


 


WHEREAS, the Company’s
Amended and Restated Certificate of Incorporation (the “Charter”), the Company’s Third Amended
and Restated Bylaws (the “By-laws”) and the General Corporation Law of the State of Delaware 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 and advancement
of expenses;


 


WHEREAS, the Company and
Indemnitee recognize the substantial increase in corporate litigation in general, subjecting directors and officers to expensive
litigation risks that may not be fully covered by liability insurance;


 


WHEREAS, the Company and
Indemnitee further recognize the difficulty in obtaining and accessing directors and officers liability insurance that fully and
adequately covers directors and officers for their acts and omissions on behalf of the Company and its subsidiaries;


 


WHEREAS, this Agreement
is a supplement to and in furtherance of the Charter and 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;


 


WHEREAS, Indemnitee may
have certain rights to indemnification and/or insurance provided by other entities and/or organizations which Indemnitee and such
other entities and/or organizations 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 condition to Indemnitee’s
willingness to serve on the Board and/or as an officer of the Company; and


 


WHEREAS, it is reasonable
and prudent for the Company contractually to obligate itself to indemnify, and to advance expenses to, its directors and officers
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 protected.


 


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 or continue to serve as a director and/or officer of the Company
for the duration of his or her appointment, provided that Indemnitee may at any time and for any reason resign from the Board or
as an officer of the Company, as the case may be (subject to any other contractual obligation or any obligation imposed by operation
of law). This Agreement shall not be deemed an employment contract between the Company and Indemnitee. The foregoing notwithstanding,
this Agreement shall continue in force after Indemnitee has ceased to serve as a director and/or officer of the Company.


 


Section 2.               
Definitions. As used in this Agreement:


 


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


 


(i)                
Acquisition of Stock by Third Party. Any Person (as defined below) is or becomes the Beneficial Owner (as defined below),
directly or indirectly, of securities of the Company representing fifty percent (50%) or more of the combined voting power of the
Company’s then outstanding securities;


 


(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 effected, or entered into an agreement with the Company to effect, a transaction described in Sections 2(a)(i),
2(a)(iii) or 2(a)(iv)) whose election by the Board or nomination for election by the Company’s stockholders was approved
by a vote of at least a majority 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 a least a majority
of the members of the Board;


 


(iii)           
Corporate Transactions. The effective date of a merger or consolidation of the Company with any other entity, other than
a merger or consolidation which would result in the voting securities of the Company outstanding immediately prior to such merger
or consolidation continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving
entity) more than 50% of the combined voting power of the voting securities of the surviving entity outstanding immediately after
such merger or consolidation and with the power to elect at least a majority of the board of directors or other governing body
of such surviving entity;


 


(iv)            
Dissolution or Disposition of Assets. The approval by the stockholders of the Company of the dissolution of the Company
or of an agreement for the sale or disposition by the Company of all or substantially all of the Company’s assets; and


 


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


 


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


 






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(A)            
“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, and further provided, that any calculation of securities
beneficially owned by a Beneficial Owner shall include securities that are the subject of a derivative that creates for the Beneficial
Owner the economic equivalent of ownership in such securities for the Beneficial Owner by tying the value of the derivative to
the price or value of such securities.


 


(B)             
 “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended.


 


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


 


(b)              
“Corporate Status” describes the status of a person who is or was a director, officer, employee,
agent or fiduciary of any Enterprise.


 


(c)              
“Enterprise” shall mean the Company and any other corporation, limited liability company, partnership,
joint venture, trust, non-profit entity 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 (as defined below), or responding to, or objecting to, a request to provide discovery in any 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, supersedeas bond or other appeal bond or its equivalent, and
any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt of any payments
under this Agreement. 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 member of a law firm, that is experienced in matters
of corporation law and neither presently is, nor in the past three 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 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 indemnify such counsel fully 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 other actual, threatened or completed
proceeding, whether brought in the right of the Company (including a derivative lawsuit) 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 Indemnitee’s
Corporate Status, by reason of any action taken by Indemnitee or of any action on Indemnitee’s part while acting in his or
her Corporate Status, or by reason of the fact that Indemnitee is or was serving at the request of the Company as a director, officer,
employee, agent or fiduciary of an 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 may be provided under this Agreement; except
any action initiated by Indemnitee to enforce Indemnitee’s rights under this Agreement.


 


(g)              
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 or officer of the Company which imposes duties on, or involves services
by, such director or officer with respect to an employee benefit plan, its participants or beneficiaries; and a person who acted
in good faith and in a manner he reasonably believed to be in the best interests of the participants and beneficiaries of an employee
benefit plan shall be deemed not to have engaged in willful misconduct or a knowing violation of criminal law.


 


Section 3.               
(a)Indemnity in 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, including 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, liabilities, judgments, fines, penalties 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 (i) with respect to any Proceeding other than a Proceeding by or in the right of the Company,
so long as 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 Proceeding, had no reasonable cause to believe his or her conduct
was unlawful, and (ii) with respect to any Proceeding by or in the right of the Company, so long as 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, except in
respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be liable to the Company
unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such indemnification may be made.


 






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(b)              
Settlement.


 


(i)                
The Company shall have no obligation to indemnify Indemnitee under this Agreement for any amounts paid in settlement of
any Proceeding that Indemnitee effected without the Company’s prior written consent, which consent shall not be unreasonably
withheld.


 


(ii)             
The Company shall not, without the prior written consent of Indemnitee (which consent shall not be unreasonably withheld),
consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise (A) which includes an admission
of fault of Indemnitee, any non-monetary remedy affecting Indemnitee or any monetary obligation for which Indemnitee is not indemnified
hereunder or (B) with respect to any Proceeding with respect to which Indemnitee is likely to be or is made a party, witness or
participant or is otherwise entitled to seek indemnification hereunder that does not include, as an unconditional term thereof,
the full release of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably
satisfactory to Indemnitee.


 


Section 4.               
Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions
of this Agreement (other than Section 6(a) or (c) 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 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, subject to Section 6(a) and (c) of this Agreement, indemnify Indemnitee against all Expenses actually and reasonably
incurred by Indemnitee or on Indemnitee’s behalf in connection with each successfully resolved claim, issue or matter. If
Indemnitee is not wholly successful in such Proceeding, the Company also shall, subject to Section 6(a) and (c) of this Agreement,
indemnify Indemnitee against all Expenses reasonably incurred in connection with a claim, issue or matter related to any claim,
issue, or matter on which the Indemnitee was successful. For purposes of this Section 4 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 5.               
Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement (other than Section
6(a) and (c) 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 in any Proceeding to which Indemnitee is not a party, Indemnitee shall be indemnified
against all Expenses actually and reasonably incurred by Indemnitee or on Indemnitee’s behalf in connection therewith.


 






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Section 6.               
Exclusions. Notwithstanding any provision in this Agreement, the Company shall not be obligated under this Agreement
to make any indemnity in connection with any claim made against Indemnitee:


 


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


 


(b)              
(i) 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 Exchange Act or similar provisions of state statutory law or common law, or
(ii) for 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 or Section 954 of the Dodd-Frank Wall Street Reform and Consumer Protection 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 of 2002), if Indemnitee is held liable therefor; or


 


(c)              
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 prior to a Change in Control 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 7.               
Advances of Expenses.


 


(a)              
Notwithstanding any provision of this Agreement to the contrary but subject to Section 7(c) of this Agreement, the Company
shall advance, to the fullest extent permitted by applicable law, the Expenses reasonably incurred by Indemnitee in connection
with any Proceeding, and such advancement shall be made within 30 days after the receipt by the Company of a statement or statements
requesting such advances (supported by statements in reasonable detail of Expenses incurred or to be incurred within the next 30
days) 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 that the Indemnitee will repay the advance to the extent
that it is ultimately determined that Indemnitee is not entitled to be indemnified by the Company.


 






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(b)              
In the event the Company is obligated under this Section 7 to pay, and pays the Expenses of any Proceeding against
Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such Proceeding, with counsel approved by Indemnitee,
which approval shall not be unreasonably withheld, upon the delivery to Indemnitee of written notice of the Company’s election
so to do. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company,
the Company will not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with
respect to the same Proceeding, provided that (i) Indemnitee shall have the right to employ Indemnitee’s counsel in any such
Proceeding at Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized
by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and
Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel approved by Indemnitee
to assume the defense of such Proceeding or any counsel appointed by the Company is, in the sole judgment of Indemnitee, inadequate,
then the fees and expenses of Indemnitee’s counsel shall be at the expense of the Company.


 


(c)              
This Section 7 shall not apply to any claim made by Indemnitee for which indemnity is excluded pursuant to Section
6(a) or (c) of this Agreement.


 


Section 8.               
Procedure for Notification and Defense of Claim. To obtain indemnification under this Agreement, Indemnitee shall
submit to the Company a written request, including therein or therewith such documentation and information as is reasonably available
to Indemnitee and is reasonably necessary to determine whether and to what extent Indemnitee is entitled to indemnification following
the final disposition of such action, suit or proceeding. The omission to notify the Company will not relieve the Company from
any liability which it may have to Indemnitee otherwise than 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.


 


Section 9.               
Procedure Upon Application for Indemnification.


 


(a)              
Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 8, a determination,
if required by applicable law, with respect to Indemnitee’s entitlement thereto shall be made by the Board in accordance
with applicable standard of conduct under Delaware law; provided, that if a Change in Control has occurred, then such determination
shall be made by Independent Counsel in a written opinion to the Board, a copy of which shall be delivered to the Indemnitee. 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 reasonable attorneys’ fees and disbursements) incurred by Indemnitee
in so cooperating with the person, persons or entity making such determination shall be borne by the Company (irrespective of the
determination as to Indemnitee’s entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee
harmless therefrom.


 






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(b)              
In the event the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 9(a)
hereof, the Independent Counsel shall be selected by Indemnitee, and Indemnitee shall give written notice to the Company advising
it of the identity of the Independent Counsel so selected. The Company may, within 10 days after such written notice of selection
shall have been given, deliver to Indemnitee 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 later of submission
by Indemnitee of a written request for indemnification pursuant to Section 8 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 (as defined in Section 20 of this Agreement) for resolution of any objection which shall have been made by the Company or
Indemnitee to the other’s selection of Independent Counsel and/or for the appointment as Independent Counsel of a person
selected by the Court or by such other person as the Court shall designate, and the person with respect to whom all objections
are so resolved or the person so appointed shall act as Independent Counsel under Section 9(a) hereof. Upon the due commencement
of any judicial proceeding or arbitration pursuant to Section 11(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 10.           
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 presume that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted
a request for indemnification in accordance with Section 8 of this Agreement, and the Company shall 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 11(e), if the person, persons or entity empowered or selected under Section 9 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 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 10(b) shall not apply if the determination of entitlement to indemnification is to be
made by Independent Counsel pursuant to Section 9(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 was guilty of willful
misconduct or a knowing violation of criminal law unless a court in such Proceeding made a specific determination that Indemnitee
engaged in willful misconduct or a knowing violation of criminal law.


 


(d)              
Reliance as a Safe Harbor. For purposes of this Agreement, and without creating any presumption as to a lack of good
faith if the following circumstances do not exist, Indemnitee shall be deemed to have acted in good faith and in a manner he or
she reasonably believed to be in or not opposed to the best interests of the Company if Indemnitee’s actions or omissions
to act are taken in good faith reliance upon the records of the Company, including its financial statements, or upon information,
opinions, reports or statements furnished to Indemnitee by the officers or employees of the Company or any of its subsidiaries
in the course of their duties, or by committees of the Board or by any other Person (including legal counsel, accountants and financial
advisors) as to matters Indemnitee reasonably believes are within such other Person’s professional or expert competence and
who has been selected with reasonable care by or on behalf of the Company. In addition, the knowledge and/or actions, or failures
to act, of any director, officer, agent or employee of the Company shall not be imputed to Indemnitee for purposes of determining
the right to indemnity hereunder.


 


Section 11.           
Remedies of Indemnitee.


 


(a)              
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 one hundred eighty (180) days following the date on which
Indemnitee first has the right to commence such. The Company shall not oppose Indemnitee’s right to seek any such adjudication
or award in arbitration.


 


(b)              
In the event that a determination shall have been made pursuant to Section 9(a) of this Agreement that Indemnitee is
not entitled to indemnification, any judicial proceeding or arbitration commenced pursuant to this Section 11 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 11 the Company shall have
the burden of proving Indemnitee is not entitled to indemnification or advancement of Expenses, as the case may be.


 






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(c)              
If a determination shall have been made pursuant to Section 9(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 11,
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 11
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 therefor) advance, to the extent not prohibited by law, such expenses to Indemnitee, which are incurred by Indemnitee in
connection with any action brought by Indemnitee for indemnification or advance of Expenses from the Company under this Agreement
or under any directors’ and officers’ liability insurance policies maintained by the Company, regardless of whether
Indemnitee ultimately is determined to be entitled to such indemnification, advancement of Expenses or insurance recovery, as the
case may be.


 


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


 


Section 12.           
Non-exclusivity; Survival of Rights; Primacy of Indemnification; 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, a resolution of directors, any liability policy, any insurance policy 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 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 Charter 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.


 






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(b)              
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers,
employees, agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit
plan or other enterprise which such person serves at the request of the Company, Indemnitee shall be covered by such policy or
policies in accordance with its or their terms to the maximum extent of the coverage available for any such director, officer,
employee, agent or fiduciary 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)              
The Company hereby acknowledges that Indemnitee has or may have in the future certain rights to indemnification, advancement
of expenses and/or insurance provided by other entities and/or organizations (collectively, the “Secondary 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 Secondary 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 terms of this Agreement and the Charter and By-laws (or any other agreement between the
Company and Indemnitee), without regard to any rights Indemnitee may have against the Secondary Indemnitors, and (iii) that it
irrevocably waives, relinquishes and releases the Secondary Indemnitors from any and all claims against the Secondary 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 Secondary 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 Secondary 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 Secondary Indemnitors are express third party beneficiaries of the terms of this Section 12(c).


 


(d)              
Except as provided in paragraph (c) above, 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 (other than against the Secondary Indemnitors), 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.


 


(e)              
Except as provided in paragraph (c) above, 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 therefor under any insurance policy, contract, agreement or otherwise.


 






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(f)               
Except as provided in paragraph (c) above, the Company’s obligation to indemnify or advance Expenses hereunder to
Indemnitee with respect to service at the request of the Company as a director, officer, employee or agent of any other corporation,
limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise shall be reduced by any
amount Indemnitee has actually received as indemnification or advancement of expenses from such other corporation, limited liability
company, partnership, joint venture, trust, employee benefit plan or other enterprise with respect to such service.


 


Section 13.           
Duration of Agreement. This Agreement shall continue during the period Indemnitee’s Corporate Status is effective
and shall continue thereafter, including through any termination of this Agreement (i) so long as Indemnitee may be subject to
any possible Proceeding (including any rights of appeal thereto or rights pursuant to Section 11 hereof) and (ii) throughout the
pendency of any Proceeding (including any rights of appeal thereto or rights pursuant to Section 11 hereof) commenced by Indemnitee
to enforce or interpret his or her rights under this Agreement, even if, in either case, he or she may have ceased to serve in
such capacity at the time of any such Proceeding. This Agreement shall be binding upon the Company and its successors and assigns
and shall inure to the benefit of Indemnitee and Indemnitee’s heirs, estate, personal representatives, executors and administrators.


 


Section 14.           
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 15.           
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 continue to serve as a director and/or officer of the Company and/or to confirm to Indemnitee
that after Indemnitee ceases to be a director and/or officer Indemnitee will continue to be entitled to indemnification and advancement
of expenses by the Company, and the Company acknowledges that Indemnitee is relying upon this Agreement in continuing to serve
as a director and/or officer of the Company and has provided other good and valuable consideration in connection with this Agreement,
the sufficiency and receipt of which are hereby acknowledged.


 






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(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 16.           
Modification and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding
unless executed in writing by the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall
constitute a waiver of any other provisions of this Agreement nor shall any waiver constitute a continuing waiver.


 


Section 17.           
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 that 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 that it may have to the Indemnitee under this Agreement or otherwise; provided, however,
that a delay in giving such notice shall not deprive Indemnitee of any right to be indemnified under this Agreement unless, and
then only to the extent that, such delay is materially prejudicial to the defense of such claim.


 


Section 18.           
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:


 


(i)                
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; and


 


(ii)             
if to the Company, to the Secretary, at 435 Devon Park Drive, Suite 715 Wayne, PA 19087


 


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


 


Section 19.           
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). The Company hereby waives and relinquishes any right of contribution it may have against Indemnitee
in respect of Section 3, and the Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution
which may be brought against Indemnitee by officers, directors or employees of the Company, other than Indemnitee, who may be jointly
liable with Indemnitee.


 






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Section 20.           
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 11(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 Court of Chancery of the State of Delaware (the “Delaware Court”),
and not in any other state or federal court in the United States of America or any court in any other country, (ii) consent to
submit to the exclusive jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection
with this Agreement, (iii) 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 21.           
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 22.           
Miscellaneous.


 


(a)              
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.


 


(b)              
[For Matthew Bayley’s agreement only] [The Company and anyone claiming by, through, under or in its behalf, including
any insurer, shall have no claim, right of action or right of subrogation related to any matter addressed in this Agreement against
the Children’s Hospital of Philadelphia, the Children’s Hospital of Philadelphia Foundation and their respective affiliates
(other than the Company), directors, officers, employees and contractors (other than the Company).]


 


[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.


  


 





	 	AEVI GENOMIC MEDICINE, INC.	 
	 	 	 	 	 
	 	 	 	 	 
	 	By: 	 	 
	 	Name: 	 	 
	 	Title: 	 	 
	 	 	 	 	 
	 	 	 	 	 
	 	INDEMNITEE	 
	 	 	 	 	 
	 	 	 	 	 
	 	Name: 		 	 
	 	Address: 	 	 
		 	 	 	 







 


 


 


 





[Signature Page to Indemnity Agreement]