Exhibit 10.2


 


INDEMNIFICATION
AGREEMENT


 


This
Indemnification Agreement (the “Agreement”) dated as of
                        ,
200    , by and between AMAG Pharmaceuticals, Inc., a
Delaware Corporation (the “Company”); and                              
, a director and/or officer of the Company (the “Indemnitee”):


 


WITNESSETH:


 


WHEREAS, the Indemnitee is presently serving as a director and/or
officer of the Company, and the Company desires the Indemnitee to continue in
such capacity;


 


WHEREAS, the Company and
the Indemnitee recognize the substantial increase in corporate litigation in
general as well as the adoption of recently implemented corporate governance
legislation, subjecting officers and directors to expensive litigation risks,
including, in certain circumstances, expenses of defending a claim regardless
of its merit;


 


WHEREAS, the Company
desires to attract and retain the services of highly qualified individuals,
such as the Indemnitee, to serve as officers and directors of the Company and
to indemnify its officers and directors so as to provide them with the maximum
protection permitted by law;


 


WHEREAS, in view of these
considerations, the Company desires to provide, independent from the
indemnification to which the Indemnitee is otherwise entitled by law and under
the Company’s certificate of incorporation and by-laws (the “Charter Documents”),
indemnification to the Indemnitee and advances of expenses, all as set forth in
this Agreement to the maximum extent permitted by law;


 


NOW, THEREFORE, to induce the Indemnitee to continue to serve in the
Indemnitee’s present capacity, to provide greater certainty as to the
Indemnitee’s rights and obligations, and in consideration of the premises and
the mutual agreements set forth in this Agreement, the Company and the Indemnitee
agree as follows:


 


1.             Continued Service.  The Indemnitee agrees to continue to serve as
a director and/or officer of the Company at the Company’s will (or under
separate agreement, if such agreement exists), in the capacity that the
Indemnitee currently serves, for so long as the Indemnitee is duly elected or
appointed and qualified in accordance with the Charter Documents or until the
Indemnitee resigns in writing in accordance with applicable law or the
Indemnitee’s employment agreement with the Company, if the same exists, expires
without extension or renewal or is terminated; provided, however, that this Agreement shall not create
any obligation on the part of the Company to retain the Indemnitee in any such
position or at any particular compensation.


 


2.             Initial
Indemnity.


 


(a)           Third Party Proceedings.  The Company shall indemnify the Indemnitee,
to the


 

















 


fullest
extent permitted by law, if the Indemnitee is a party or is threatened to be
made a party to or is otherwise involved in (including, without limitation, as
a witness) any threatened, pending or completed action, suit, arbitration, or other alternate dispute
resolution mechanism, or investigation, inquiry, administrative hearing or any
other actual, threatened or completed 
proceeding, whether civil, administrative, investigative or criminal including, without limitation, any appeal
therefrom (collectively, “Proceeding”) (other than an action by or in the
right of the Company), by reason of (or arising in part out of) any event or
occurrence related to the fact that the Indemnitee is or was or had agreed to
become a director, officer, employee and/or agent of the Company, or is or was
serving or had agreed to serve at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise (collectively, “Corporate Status”), or by reason of
any action alleged to have been taken or omitted in such capacity, against all
Expenses (as defined below), judgments, fines, penalties and amounts paid in
settlement (whether with or without court approval), including without
limitation all interest, assessments and other charges paid or payable in
connection with or in respect of the foregoing, actually and reasonably incurred
by the Indemnitee or
on the Indemnitee’s behalf in connection with such Proceeding or any claim,
issue or matter therein, provided the Indemnitee acted in good faith
and in a manner  the Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe the Indemnitee’s conduct was unlawful. 
The termination  of any
Proceeding by judgment, order, settlement (whether with or without court approval),
conviction, or upon a plea of nolo contendre or its equivalent shall not, of
itself, create a presumption that the Indemnitee did not satisfy the foregoing
standard of conduct to the extent applicable thereto.  As used herein, “Expenses” shall mean 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, 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.


 


(b)           Proceedings by or in the Right of
the Company.  The Company shall
indemnify the Indemnitee, to the fullest extent permitted by law if, by reason
of the Indemnitee’s Corporate Status, or by reason of any action alleged to
have been taken or omitted on the part of the Indemnitee while serving in such
capacity, the Indemnitee was or is a party or is threatened to be made a party
to any threatened, pending or completed Proceeding brought in the name or right
of the Company to procure a judgment in its favor against all Expenses, and to
the fullest extent permitted by law, amounts paid in settlement, including
without limitation all interest, assessments and other charges paid or payable
in connection with or in respect of the foregoing, actually and reasonably
incurred by the Indemnitee in connection with such Proceeding or any claim,
issue or matter therein, provided 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 that no indemnification shall be made in
respect of (i) any Proceeding, claim, issue or matter as to which the
Indemnitee shall have been finally adjudicated by court order or judgment to be
liable to the Company, unless and only to the extent that the Delaware Court of
Chancery or any other court in which such Proceeding was brought shall
determine upon application that, 


 


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despite
the adjudication of liability but in view of all the circumstances of the case,
the Indemnitee is fairly and reasonably entitled to indemnity for such
reasonable Expenses which the Court of Chancery or such other court shall deem
proper; and (ii) any Proceeding, claim, issue or matter in respect of
which such indemnification is expressly prohibited by applicable law.


 


(c)           Mandatory Payment of Expenses.  Notwithstanding any other provision of this
Agreement, to the extent that the Indemnitee has been successful on the merits
or otherwise, in defense of any Proceeding referred to in Sections 2(a) or
2(b) hereof or in defense of any claim, issue or matter therein, the
Indemnitee shall be indemnified against all Expenses actually and reasonably
incurred by the Indemnitee in connection therewith.  For purposes of this Section 2 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.  If the Indemnitee is not wholly successful in defense
of 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 the Indemnitee against all Expenses actually and
reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with each
successfully resolved claim, issue or matter.


 


(d)           Determination of Indemnification.  Any indemnification under Sections 2(a) or
2(b) hereof (unless ordered by a court) shall be made by the Company upon
a determination  in accordance with Section 3
hereof or any applicable provision of the 
Charter Documents, other agreement, resolution or otherwise.  Such determination shall be made (i) by
the Board of Directors of the Company (the “Board”) by a majority vote of a
quorum consisting of directors who were not parties to such Proceeding, (ii) if
such a quorum of disinterested directors is not available or so directs, by
independent legal counsel (designated in the manner provided below in this
subsection (d)) or (iii) by the stockholders of the Company (the “Stockholders”).  Independent legal counsel shall be designated
by vote of a majority of the disinterested directors; provided, however,
that if the Board is unable or fails to so designate, such designation shall be
made by the Indemnitee subject to the approval of the Company (which approval
shall not be unreasonably withheld).  The
Company agrees to pay the reasonable fees and expenses of such independent
legal counsel and to indemnify fully such counsel against costs, charges and
expenses (including attorneys’ and others’ fees and expenses) actually and
reasonably incurred by such counsel in connection with this Agreement or the
opinion of such counsel pursuant hereto.


 


(e)           Advancement of Expenses.  All Expenses incurred by the Indemnitee in
the Indemnitee’s capacity as a director
or officer of the Company in connection with any Proceeding referenced in Section 2(a) or
2(b) hereof (including, without limitation, retainers and prepaid,
deposited or escrowed amounts), shall be paid by the Company, as incurred, in
advance of the final disposition of such Proceeding in the manner prescribed by
Section 3(b) hereof.


 


(f)            Company Amendments.  The Company shall not adopt any amendment to
the Certificate or By-Laws, the effect of which would be to deny, diminish or
encumber the Indemnitee’s rights to indemnity pursuant to this Agreement, the
Charter Documents, the General Corporation Law of the State of Delaware (the “GCL”)
or any other applicable law as applied to any act or failure to act occurring
in whole or in part prior to the date (the “Effective 


 


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Date”)
upon which the amendment was approved by the Board or the Stockholders, as the
case may be.  In the event that the
Company shall adopt any amendment to the Certificate or By-Laws, the effect of
which is to so deny, diminish or encumber the Indemnitee’s rights to indemnity,
such amendment shall apply only to acts or failures to act occurring entirely
after the Effective Date thereof unless the Indemnitee shall have voted in
favor of such adoption as a director or holder of record of the Company’s
voting stock, as the case may be.


 


(g)           Security.  To the extent requested by the Indemnitee and
approved by the Board, the Company may at any time and from time to time
provide security to the Indemnitee for the Company’s obligations hereunder
through an irrevocable bank letter of credit, funded trust or other
collateral.  Any such security, once
provided to the Indemnitee, may not be revoked or released without the prior
written consent of the Indemnitee.


 


3.                                      Certain
Procedures Relating to Indemnification and  Advancement
of Expenses.


 


(a)           Notice.  Except as otherwise permitted or required by
the GCL, for purposes of pursuing rights to indemnification under Sections 2(a) or
2(b) hereof, as the case may be, the Indemnitee may, but shall not be required
to, (i) submit to the Board a statement of request for indemnification
substantially in the form of Exhibit 1 attached hereto and made a part
hereof (the “Indemnification Statement”) stating that the Indemnitee is
entitled to indemnification hereunder; and (ii) present to the Company
reasonable evidence of all expenses for which payment is requested.  Submission of an Indemnification Statement to
the Board shall create a presumption that the Indemnitee is entitled to indemnification
under Sections 2(a) or 2(b) hereof, as the case may be, and the Board
shall be deemed to have determined that the Indemnitee is entitled to such
indemnification unless within 30 calendar days after submission of the
Indemnification Statement the Board shall determine by vote of a majority of
the directors at a meeting at which a quorum is present, based upon clear and
convincing evidence (sufficient to rebut the foregoing presumption), and the
Indemnitee shall have received notice within such period in writing of such determination,
that the Indemnitee is not so entitled to indemnification, which notice shall
disclose with particularity the evidence in support of the Board’s
determination.  The foregoing notice
shall be sworn to by all persons who participated in the determination and
voted to deny indemnification.  The
provisions of Section 2(d) and this Section 3(a) are
intended to be procedural only and shall not affect the right of the Indemnitee
to indemnification under this Agreement; and any determination by the Board
that the Indemnitee is not entitled to indemnification and any failure to make
the payments requested in the Indemnification Statement shall be subject to
judicial review as provided in Section 6 hereof.


 


(b)           For purposes of receiving advancement
of expenses pursuant to Section 2(e) hereof, the Indemnitee shall
submit to the Board a statement of request for advancement of expenses
substantially in the form of Exhibit 2 attached hereto and made a part
hereof (the “Undertaking”), stating that (i) the Indemnitee has reasonably
incurred or will reasonably incur actual expenses in defending a Proceeding and
(ii) the Indemnitee undertakes to repay such amount if it shall ultimately
be determined that the Indemnitee is not entitled to be indemnified by the
Company under this Agreement or otherwise. 
Such payments shall be made by the Company within 10 days of receipt by
it of such Undertaking.  No security
shall be required in connection with any Undertaking and any Undertaking shall
be accepted without reference to the 


 


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Indemnitee’s
ability to make repayment.


 


(c)           Assumption of Defense and
Selection of Counsel.  With respect
to any Proceeding of which the Company is notified under Section 3(a), the
Company shall be entitled to participate therein at its own expense and/or to
assume the defense thereof at its own expense, with legal counsel approved by
the Indemnitee, which approval shall not be unreasonably withheld, upon the
delivery to the Indemnitee of written notice of its election to do so, in which
case the Indemnitee shall provide the Company such information and cooperation
as the Company may reasonably require in connection with such defense and as
shall be within the Indemnitee’s power to so provide.  After delivery of such notice from the
Company to the Indemnitee of its intention to assume the defense of the
Proceeding, the Indemnitee’s approval of Company counsel, and the retention of
such counsel by the Company, the Company will not be liable to the Indemnitee
under this Agreement for any fees and expenses of counsel subsequently incurred
by the Indemnitee with respect to such Proceeding, other than as provided
below. The Indemnitee shall have the right to retain the Indemnitee’s own
counsel in connection with such Proceeding, but the fees and expenses of such
counsel incurred after such notice, approval and retention shall be at the
expense of the Indemnitee, unless (i) the retention of counsel by the
Indemnitee has been authorized by the Company, (ii) counsel to the
Indemnitee shall have reasonably concluded that there may be a conflict of
interest or position on any significant issue between the Company and the
Indemnitee in the conduct of the defense of such action or (iii) the
Company shall not in fact have retained counsel to assume the defense of such
action, in each of which cases the fees and expenses of counsel for the
Indemnitee shall be at the expense of the Company, except as otherwise
expressly provided by this Agreement. 
The Company shall not be entitled, without the consent of the
Indemnitee, to assume the defense of any claim brought by or in the right of
the Company or as to which counsel for the Indemnitee shall have reasonably
made the conclusion provided for in clause (ii) hereof. Notwithstanding
the foregoing, the Company shall not be permitted to settle any Proceeding, or
any claim, issue or matter therein, on behalf of the Indemnitee, without the
prior written consent of the Indemnitee, unless the Company assumes full and
sole responsibility for such settlement and such settlement grants the
Indemnitee a complete and unqualified release in respect of any potential or
resulting liability or the Indemnitee is otherwise fully indemnified against
all such liability.


 


(d)           Notice to Insurers.  If, at the time of the receipt by the Company
of a notice of a Proceeding pursuant to Section 3(a) hereof, the
Company has director and officer liability insurance in effect, the Company
shall give prompt notice of the commencement, or the threat of the
commencement, of such Proceeding to the insurers in accordance with the
procedures set forth in the respective applicable insurance policies.  The Company shall thereafter take all
necessary 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; provided that no such payments by such insurers shall relieve
the Company of any liability or obligation which it may have to the Indemnitee
except as and to the extent expressly provided under this Agreement.


 


4.             Subrogation;
Duplication of Payments.


 


(a)           In the event of payment under this
Agreement, the Company shall be subrogated to the extent of such payment to all
of the rights of recovery of the Indemnitee, who shall execute 


 


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all
documents required and shall do everything that may be necessary to secure such
rights, including the execution of such documents necessary to enable the
Company effectively to bring suit to enforce such rights.


 


(b)           The Company shall not be liable under
this Agreement to make any payment in connection with any claim made against
the Indemnitee to the extent the Indemnitee has actually received payment
(under any insurance policy, the Charter Documents or otherwise) of the amounts
otherwise payable hereunder.


 


5.                                      The Indemnitee’s Right to
Enforce Indemnification Provisions; Presumptions and Burden of Proof; Expenses
of Enforcement.


 


(a)           Enforcement.  If a claim for indemnification or advancement
of Expenses made to the Company pursuant to Section 3 hereof is not paid
in full by the Company within 30 calendar days after a written claim has been
received by the Company, the Indemnitee may at any time thereafter bring suit
against the Company to recover the unpaid amount of the claim.


 


(b)           No Presumptions; Burden of Proof.  In any action brought under Section 5(a) hereof,
it shall be a defense to a claim for indemnification pursuant to Sections 2(a) or
2(b) hereof (other than an action brought to enforce a claim for Expenses
incurred in defending any Proceeding in advance of its final disposition where
the Undertaking, if any is required, has been tendered to the Company) that the
Indemnitee has not met the standards of conduct which make it permissible under
the GCL for the Company to indemnify the Indemnitee for the amount claimed, but
the burden or proving such defense shall be on the Company. The failure of the
Company (including the Board, independent legal counsel or the Stockholders) to
have made a determination prior to commencement of such action that
indemnification of the Indemnitee is proper in the circumstances because the
Indemnitee has met the applicable standard of conduct set forth in the GCL
shall not be a defense to such Indemnitee’s claim or create a presumption that
the Indemnitee has not met the applicable standard of conduct.  In the event that a determination shall have been made
pursuant to Section 2(d) of this Agreement that the Indemnitee is not
entitled to indemnification, any judicial proceeding commenced pursuant to this
Section 5 shall be conducted in all respects as a de
novo trial, on the merits, and the
Indemnitee shall not be prejudiced by reason of that adverse
determination.  In connection with any determination
by the Company (including the Board, independent legal counsel or the
Stockholders) or otherwise as to whether the Indemnitee is entitled to
indemnification or Expense advances hereunder, the burden of proof shall be on
the Company to establish that the Indemnitee is not so entitled, by clear and
convincing evidence.  For purposes of any determination
of good faith, the Indemnitee shall be deemed to have acted in good faith if
the Indemnitee’s action is based on the records or books of account of the
Company, including financial statements, or on information supplied to the
Indemnitee by the officers of the Company in the course of their duties, or on
the advice of legal counsel for the Company, by an independent certified public
accountant or by an appraiser or other expert selected with reasonable care by
the Company.  The knowledge and/or
actions, or failure to act, of any other director, officer, agent or employee
of the Company shall not be imputed to the Indemnitee for purposes of
determining the right to indemnification under this Agreement.  The provisions of this Section 5(b) shall
not be deemed to be exclusive or to limit in any way the other


 


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circumstances in which
the Indemnitee may be deemed to have met the applicable standard of conduct set
forth in this Agreement.


 


(c)           It is the intent of the Company that
the Indemnitee not be required to incur the expenses associated with the
enforcement of the Indemnitee’s rights under this Agreement by litigation or other legal action because
the cost and expenses thereof would substantially detract from the benefits
intended to be extended to the Indemnitee hereunder.  Accordingly, if it should appear to the
Indemnitee that the Company has failed to comply with any of its obligations
under this Agreement or in the event that the Company or any other person takes
any action to declare this Agreement void or unenforceable, or institutes any
action, suit or proceeding designed (or having the effect of being designed) to
deny, or to recover from, the Indemnitee the benefits intended to be provided
to the Indemnitee hereunder, the Company irrevocably authorizes the Indemnitee
from time to time to retain counsel of the Indemnitee’s choice, at the expense of the Company
as hereinafter provided, to represent the Indemnitee in connection with the
initiation or defense of any litigation or other legal action, whether by or
against the Company or any director, officer, stockholder or other person
affiliated with the Company, in any jurisdiction.  Regardless of the outcome thereof, the
Company shall pay and be solely responsible for any and all costs, charges and
expenses (including attorneys’ and others’ fees and expenses) reasonably
incurred by the Indemnitee (i) as a result of the Company’s failure to
perform this Agreement or any provision thereof or (ii) as a result of the
Company or any person contesting the validity or enforceability of this
Agreement or any provision thereof as aforesaid.


 


(d)           The Company shall be precluded from
asserting in any judicial proceeding commenced pursuant to this Section 5
that the procedures and presumptions of this Agreement are not valid, binding
and enforceable and shall stipulate in any such court that the Company is bound
by all the provisions of this Agreement.


 


6.             Additional Indemnification
Rights.  Notwithstanding any other provision of this
Agreement, the Company hereby agrees to indemnify the Indemnitee to the fullest
extent permitted by law, notwithstanding that such indemnification is not
specifically authorized by the other provisions of this Agreement, the Company’s
Charter Documents or by statute.  In the
event of any change, after the date of this Agreement, in any applicable law,
statute, or rule which expands the right of a Delaware corporation to
indemnify a member of its board of directors, an officer, or an agent, such
changes shall be, ipso facto, within the purview of
the Indemnitee’s rights and the Company’s obligations under this
Agreement.  In the event of any change in
any applicable law, statute or rule which narrows the right of a Delaware
corporation to indemnify a member of its board of directors or an officer, such
changes, to the extent not otherwise required by such law, statute or rule to
be applied to this Agreement shall have no effect on this Agreement or the
parties’ rights and obligations hereunder.


 


7.             Merger or Consolidation.  In the event that the Company shall be a
constituent corporation in a consolidation, merger or other reorganization, the
Company, if it shall not be the surviving, resulting or other corporation
therein, shall require as a condition thereto the surviving, resulting or
acquiring corporation to agree to indemnify the Indemnitee to the full extent
provided in Section 2 hereof. 
Whether or not the Company is the resulting, surviving or acquiring
corporation in any such transaction, the Indemnitee shall also stand in the
same 


 


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position
under this Agreement with respect to the resulting, surviving or acquiring
corporation as the Indemnitee would have with respect to the Company if its
separate existence had continued.


 


8.             Nonexclusivity; Effectiveness; and Severability.


 


(a)           The right to indemnification provided
by this Agreement shall not be exclusive of any other rights to which the
Indemnitee may be entitled under the Charter Documents, the GCL, any other
statute, insurance policy, agreement, vote of stockholders or directors or
otherwise, both as to actions taken or omitted in the Indemnitee’s official capacity and as to actions
taken or omitted in another capacity while holding such office, and shall
continue after the Indemnitee has ceased to be a director, officer, employee or
agent and shall inure to the benefit of the Indemnitee’s heirs, executors and
administrators.  This Agreement shall be effective as of
the date set forth on the first page and shall apply to acts or omissions
of the Indemnitee that occurred prior to, on, and/or after such date, provided
that the Indemnitee was serving in an indemnified capacity at the time such act
or omission occurred.


 


(b)           If any provision or provisions of
this Agreement or the application of any provision hereof to any person or
circumstances is held invalid, illegal or otherwise unenforceable, the
validity, legality and enforceability of the remaining provisions of this
Agreement and the application of such provision to other persons or
circumstances (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 the provision or provisions so
held to be invalid, illegal or otherwise unenforceable shall be deemed reformed
to the extent (and only to the extent) necessary to make it valid, legal and
enforceable and to
give the maximum effect to the intent of the parties hereto.  Without limiting the generality of the
foregoing, if this Agreement or any portion hereof shall be invalidated on any
ground by any court of competent jurisdiction, then the Company shall
nevertheless indemnify the Indemnitee to the fullest extent permitted by any applicable
portion of this Agreement that shall not have been invalidated, and the balance
of this Agreement not so invalidated shall be enforceable in accordance with
its terms.


 


9.             Partial  Indemnification.  If the Indemnitee is entitled under any
provision of this Agreement to indemnification by the Company for some or a
portion of the Expenses, judgments, penalties, fines and amounts paid in
settlement (including without limitation all interest, assessments and other
charges paid or payable in connection with or in respect of such Expenses,
judgments, penalties, fines and amounts paid in settlement) actually and
reasonably incurred by the Indemnitee or on the Indemnitee’s behalf in connection with such
Proceeding or any claim, issue or matter therein, but not, however, for the
total amount thereof, the Company shall nevertheless indemnify the Indemnitee
for the portion to which the Indemnitee is entitled.


 


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


 


(a)           Claims Initiated by the Indemnitee.  To indemnify or advance Expenses to the
Indemnitee with respect to any Proceedings initiated or brought voluntarily by
the Indemnitee 


 


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and not by way of
defense, counterclaim or crossclaim, except (i) to the extent not
otherwise prohibited by this Agreement, with respect to Proceedings brought to
establish or enforce a right to indemnification under this Agreement or any
other agreement or insurance policy or under the Charter Documents or any
applicable statute or other law, (ii) in specific cases if the Board has
approved the initiation or bringing of such Proceeding, or (iii) as
otherwise required under Section 145 of the GCL, regardless of whether the
Indemnitee ultimately is determined to be entitled to such indemnification, or
insurance recovery, as the case may be; or


 


(b)           Lack of Good Faith.  To indemnify the Indemnitee with respect to
any Proceedings instituted by the Indemnitee to enforce or interpret this
Agreement, if a court of competent jurisdiction determines that each of the
material assertions made by the Indemnitee in such Proceeding was not made in
good faith or was frivolous; or


 


(c)           Insured Claims.  To indemnify the Indemnitee for Expenses or
liabilities of any type whatsoever (including, but not limited to, judgments,
fines, penalties, and amounts paid in settlement) to the extent such Expenses
or liabilities have been paid directly to the Indemnitee by an insurance
carrier under a policy of insurance; or


 


(d)           Claims under Section 16(b).  To indemnify the Indemnitee for the payment
of profits inuring to and recoverable by the Company pursuant to Section 16(b) of
the Securities Exchange Act of 1934, as amended, or any similar successor
statute, and any Expenses incurred with respect thereto; or


 


(e)           Other Court Determinations.  To indemnify the Indemnitee for any acts or
omissions, or transactions, from which a court of competent jurisdiction
finally determines an officer or director, as applicable, may not be relieved
of liability under applicable law or pertinent public policy; or


 


(f)            Fraud.  To indemnify the Indemnitee if a court of
competent jurisdiction finally determines that the Indemnitee has committed
fraud on the Company.


 


11.          Mutual Acknowledgement Regarding
Public Policy.  Both the Company and the Indemnitee
acknowledge that in certain instances, federal law or applicable public policy
may prohibit the Company from indemnifying its directors and officers under
this Agreement or otherwise.  The
Indemnitee understands and acknowledges that the Company has undertaken or may
be required in the future to undertake with the Securities and Exchange
Commission (the “SEC”) to submit the question of indemnification to a court in
certain circumstances for a determination of the Company’s right under public
policy to indemnify the Indemnitee.


 


12.          Director and Officer Liability Insurance.  In all policies of director and officer
liability insurance maintained by the Company (if any), the Indemnitee shall be
named as an insured in such a manner as to provide the Indemnitee the same
rights and benefits as are accorded to the most favorably insured of the
Company’s directors, if the Indemnitee is a director of the Company; or of the
Company’s officers, if the Indemnitee is not a director of the Company but is
an officer thereof.


 


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13.          Governing Law.  This Agreement and all acts and transactions
pursuant hereto and the rights and obligations of the parties hereto shall be
governed by, construed and interpreted in accordance with the laws of the State
of Delaware, without giving effect to the principles of conflict of laws
thereof.


 


14.          Consent to Jurisdiction.  The Company and the Indemnitee each hereby
irrevocably consent to the personal jurisdiction of the Court of Chancery of
Delaware for any purpose in connection with any actions or Proceedings that
arise out of or relate to this Agreement.


 


15.          Modification; Survival.  This Agreement contains the entire agreement
and understanding of the parties relating to the subject matter hereof.  This Agreement may be modified or amended
only by an instrument in writing signed by both parties hereto.  No
amendment, alteration or repeal of this Agreement or of any provision hereof
shall limit or restrict any right of the Indemnitee under this Agreement in
respect of any action taken or omitted by the Indemnitee in the Indemnitee’s Corporate Status prior to such
amendment, alteration or repeal.  The
failure by either party to enforce any rights under this Agreement shall not be
construed as a waiver of any rights of such party. This Agreement shall survive the
death, disability, or incapacity of the Indemnitee or the termination of the
Indemnitee’s service as a director and officer of the Company and shall inure
to the benefit of the Indemnitee’s heirs, executors and administrators.


 


16.          Notices.  All notices, request, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given (i) upon delivery, if delivered by hand and receipted for by
the party to whom said notice or other communication shall have been directed, (ii) on
the first business day after the date on which it is mailed by overnight
courier service or transmitted via facsimile or (iii) on the third
business day after the date on which it is mailed by certified or registered
mail with postage prepaid:


 


(i)            If to the Indemnitee, at the address
specified on the signature page of this Agreement; and


 


(ii)           If to the Company to:


 


AMAG Pharmaceuticals, Inc.


 


 


 


 


or to such other address
as may have been furnished in writing pursuant to this Section 16 to the
Indemnitee by the Company or to the Company by the Indemnitee, as the case may
be.


 


17.          Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original and all of which
together shall constitute one instrument.


 


10

















 


18.          Company Acknowledgement Regarding Consideration.  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 the Indemnitee to serve as a director, officer,
employee and/or agent of the Company, and the Company acknowledges that the
Indemnitee is relying upon this Agreement in serving in such capacity.


 


19.          Certain Terms.  For purposes of this Agreement, references to the “Company”
shall include, in addition to AMAG Pharmaceuticals, Inc., any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger to which AMAG Pharmaceuticals, Inc., (or any of
its subsidiaries)  is a party which, if its separate
existence had continued, would have had power and authority to indemnify its
directors, officers, and employees or agents, so that if the Indemnitee is or
was a director, officer, employee or agent of such constituent corporation, or
is or was serving at the request of such constituent corporation as a director,
officer, employee or agent of another corporation, partnership, joint venture,
trust or other enterprise, the Indemnitee shall stand in the same position
under the provisions of this Agreement with respect to the resulting or surviving
corporation as the Indemnitee would have with respect to such constituent
corporation if its separate existence had continued;  references to “other enterprises” shall
include employee benefit plans; references to “fines” shall include any excise taxes
assessed on the Indemnitee with respect to any employee benefit plan; and
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, the Indemnitee with respect to an employee benefit
plan, its participants or beneficiaries; references to the masculine shall
include the feminine; references to the singular shall include the plural and vice versa;
and if the Indemnitee acted in good faith and in a manner a reasonably believed
to be in the interest of the participants and beneficiaries of an employee
benefit plan, the Indemnitee shall be deemed to have acted in a manner “not
opposed to the best interests of the Company” as referenced to herein.


 


20.          Company Compliance with Law.  Nothing in this Agreement is intended to
require or shall be construed as requiring the Company to do or fail to do any
act in violation of applicable law.  The
Company’s inability, pursuant to court order, to perform its obligations under
this Agreement shall not constitute a breach of this Agreement.


 


21.          Prior Agreement Terminated.  Indemnitee acknowedges that this Agreement
supercedes in its entirety any prior Indemnification Agreement to which the Company
and the Indemnitee may be parties.


 


[REMAINDER OF PAGE
INTENTIONALLY LEFT BLANK]


 


11

















 


IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
date first above written.


 


	
   

  	
  AMAG PHARMACEUTICALS,
  INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  
	
   

  	
  Printed
  Name

  
	
   

  	
   

  	
   

  
	
   

  	
  INDEMNITEE

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
  Print
  Name:

  	
   

  
	
   

  	
  Address:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
				



 


12














 


Exhibit 1


 


INDEMNIFICATION
STATEMENT


 


	
  STATE
  OF

  	
  )

  
	
   

  	
   )          
  SS

  
	
  COUNTY
  OF

  	
  )

  



 


I,
[NAME], being first duly sworn, do depose and say as follows:


 


1.             This Indemnification Statement is
submitted pursuant to the Indemnification Agreement dated as of
                      ,
200    between AMAG PHARMACEUTICALS, INC., a Delaware
corporation (the “Company”), and the undersigned.


 


2.             I am requesting indemnification
against charges, costs, expenses (including attorneys’ and others’ fees and
expenses), judgments, fines and amounts paid in settlement, all of which
(collectively, “Liabilities”) have been or will be incurred by me in connection
with an actual or threatened action, suit, proceeding or claim to which I am a
party or am threatened to be made a party.


 


3.             With respect to all matters related
to any such action, suit, proceeding or claim, I am entitled to be indemnified
as herein contemplated pursuant to the aforesaid Indemnification Agreement.


 


4.             Without limiting any
other rights which I have or may have, I am requesting indemnification against
Liabilities which have or may arise out of


 


 


 


5.             Attached is a copy of any and all summons, citations,
subpoenas, complaints, indictments and/or other documents that I have received
in connection with the aforementioned action, suit proceeding or claim.


 


Subscribed
and sworn to before me, a Notary Public in and for said County and State, this        day of
                        , 200    .


 


	
  [Seal]

  	
   

  



 


My
commission expires the
         day of
                                        
20    .


 














 


Exhibit 2


 


UNDERTAKING


 


	
  STATE
  OF

  	
  )

  
	
   

  	
   )          
  SS

  
	
  COUNTY
  OF

  	
  )

  



 


I, being first duly
sworn, do depose and say as follows:


 


1.             This Undertaking is submitted pursuant to the
Indemnification Agreement dated as of        ,
200    between AMAG PHARMACEUTICALS, INC., a Delaware
corporation (the “Company”), and the undersigned.


 


2.             I
am requesting advancement of certain costs, charges and expenses which I have
incurred or will incur in defending an actual or pending civil or criminal
action, suit, proceeding or claim.


 


3.             I hereby undertake to repay this advancement of expenses
if it shall ultimately be determined that I am not entitled to be indemnified
by the Company under the aforesaid Indemnification Agreement or otherwise.


 


4.             The costs, charges and expenses for which advancement is
requested are, in general, all expenses related to


 


.


 


Subscribed and sworn to
before me, a Notary Public in and for said County and State, this day of
                                        ,
200 .


 


 


	
  [Seal]

  	
   

  



 


My commission expires the
           day of
              ,
20    .