Exhibit 10.1


 


INDEMNITY AGREEMENT


 


This
AGREEMENT is entered into as of the  ̈ day of  ̈,
2003


 


BETWEEN:


 


QLT INC., a British Columbia company having a principal place of business at
887 Great Northern Way, Vancouver, British Columbia, V5T 4T5, Canada


 


(the “Company”)


 


OF THE FIRST PART


 


 


AND:


 


 ̈


 


 


(the
“Indemnitee”)


 


OF THE SECOND PART


 


WHEREAS, it is essential to the Company to retain and
attract as Directors and Officers the most capable persons available;


 


AND WHEREAS, the substantial increase in corporate
litigation subjects Directors and Officers to expensive litigation risks at the
same time that the availability of Directors’ and Officers’ liability insurance
has been severely limited;


 


AND WHEREAS, it is now and has always been the express
policy of the Company to indemnify its Directors and Officers so as to provide
them with the maximum possible protection permitted by law;


 


AND WHEREAS, the Company does not regard the
protection available to the Indemnitee as adequate in the present
circumstances, and realizes that the Indemnitee may not be willing to serve as
a Director and/or Officer without adequate protection, and the Company desires
the Indemnitee to serve in such capacity;


 


NOW, THEREFORE, in consideration of the premises and
the mutual covenants and agreements contained herein and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereto agree as follows:


 

















 


1.                                       Definitions. In this Agreement, except as
otherwise expressly provided:


 


(a)                                  the
phrase “decided in a Proceeding” shall mean a decision by a court,
arbitrator(s), administrative tribunal, regulatory authority or other entity,
having the requisite legal authority to make such a decision, which decision
has become final and from which no appeal or other review proceeding is
permissible.


 


(b)                                 the
terms “Director” and “Officer” include:


 


(i)                                     the
Indemnitee’s service as a director or officer of the Company;


 


(ii)                                  the
Indemnitee’s service as a director or officer of another corporation:


 


(A)                              at a
time when the corporation is or was an affiliate of the Company as defined in
the Company
Act (British Columbia), as amended from time to time, or any
successor legislation; or


 


(B)                                at the
request of the Company; and


 


(iii)                               the
Indemnitee’s service in a position equivalent to that of a director or officer
of a partnership, trust, joint venture or other unincorporated entity, at the
request of the Company.


 


(c)                                  the
term “Expenses” include costs, charges and expenses, including legal and other fees,
and any expenses of establishing a right to indemnification under this
Agreement, but does not include judgements, penalties, fines, statutory
liabilities or amounts paid in settlement of a Proceeding;


 


(d)                                 the
term “Indemnitee” includes his heirs and personal or other legal
representatives;


 


(e)                                  the
term “Liability” includes a judgement, penalty or fine awarded or imposed in,
or an amount paid in settlement of, a Proceeding, including any liability which
is or may be imposed upon the Indemnitee by statute, rule or regulation;


 


(f)                                    the
term “Proceeding” includes but is not limited to, any action, suit or
proceeding, whether current, threatened, pending or completed and whether
brought by or in the right of the Company or otherwise and whether of a civil,
criminal, administrative or investigative nature in which the Indemnitee, by
reason of being or having been a Director or Officer:


 


(i)                                     is
or may be joined as a party; or


 


(ii)                                  is
or may be liable for, or in respect of, a Liability or Expenses related to such
action, suit or proceeding.


 


2.                                       Indemnity of Director or Officer. Subject
only to the limitations set forth in Section 3, the Company shall indemnify the
Indemnitee against any Liability to which the Indemnitee is or may be liable
and shall pay the Expenses actually and reasonably incurred by the Indemnitee
because 


 


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of any claim or claims made against him in a
Proceeding by reason of the fact that he is or was a Director and/or Officer.


 


3.                                       Limitations on Indemnity. The Company
shall not be obligated under this Agreement to indemnify the Indemnitee against
any Liability or pay any Expenses of the Indemnitee:


 


(a)                                  if
the Company is prohibited by applicable law from making such payments;


 


(b)                                 if such
payments have been paid to, or on behalf of, the Indemnitee under an insurance
policy, except in respect of any excess beyond the amount paid under such
insurance;


 


(c)                                  for
which payments the Indemnitee is indemnified by the Company otherwise than
pursuant to this Agreement; or


 


(d)                                 resulting
from a claim decided in a Proceeding adversely to the Indemnitee based upon or
attributable to the Indemnitee gaining in fact any personal profit or advantage
to which he was not legally entitled, including any profits made from the
purchase or sale by the Indemnitee of securities of the Company.


 


4.                                       Advance Payment Of Expenses.  Expenses incurred by the Indemnitee in
defending a claim against him in a Proceeding shall be paid by the Company as
incurred and in advance of the final disposition of such Proceeding; provided,
however, that Expenses of defence need not be paid as incurred and in advance
where a court of competent jurisdiction has decided that the Indemnitee is not
entitled to be indemnified pursuant to this Agreement or otherwise. The
Indemnitee hereby agrees and undertakes to repay such amounts advanced if it
shall be decided in a Proceeding that he is not entitled to be indemnified by
the Company pursuant to this Agreement or otherwise.


 


5.                                       Enforcement.  If a claim under this Agreement is not paid by the Company, or on
its behalf, within thirty 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 and if successful in whole or
in part, the Indemnitee shall also be entitled to be paid the Expenses of
prosecuting such claim.


 


6.                                       Subrogation.  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 all papers 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.


 


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7.                                       Notice. 
The Indemnitee, as a condition precedent to his right to be indemnified
under this Agreement, shall give to the Company notice in writing as soon as
practicable of any claim made against him for which indemnity will or could be
sought under this Agreement.  Notice to
the Company shall be given at its principal office and shall be directed to the
Corporate Secretary (or such other address as the Company shall designate in
writing to the Indemnitee); notice shall be deemed received if sent by prepaid
mail properly addressed, the date of such notice being the date
postmarked.  In addition, the Indemnitee
shall give the Company such information and co-operation as it may reasonably
require.


 


8.                                       Indemnification Hereunder Not Exclusive.  Nothing herein shall be deemed to diminish
or otherwise restrict the Indemnitee’s right to indemnification under any
provision of the Memorandum or Articles of the Company or under applicable
corporate law.


 


9.                                       Continuation of Indemnification.  The indemnification under this Agreement
shall continue as to the Indemnitee even though he may have ceased to be a
Director and/or Officer and shall enure to the benefit of the heirs and personal
representatives of the Indemnitee.


 


10.                                 Coverage of
Indemnification.  The indemnification under this Agreement shall cover the
Indemnitee’s service as a Director and/or Officer prior to or after the date of
the Agreement.


 


11.                                 Applicable Law.  This Agreement is governed
by and construed in accordance with the laws of the Province of British
Columbia and the federal laws of Canada applicable therein.


 


12.                                 Benefit.  This Agreement will enure
to the benefit of and be binding upon the parties and their respective heirs,
executors, administrators, successors and assigns.


 


13.                                 Severability.  If any provision of this
Agreement is determined at any time by a court of competent jurisdiction to be
invalid, illegal or unenforceable such provision or part thereof shall be
severable from this Agreement and the remainder of this Agreement will be
construed as if such invalid, illegal or unenforceable provision or part
thereof had been deleted herefrom.


 


14.                                 Further Assurances.  Each party agrees to take
all such actions and execute all such documents within its power as may be
necessary or desirable to  carry out or
implement and give full effect to the provisions and intent of this Agreement.


 


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15.                                 Time Of Essence.  Time is the essence of
this Agreement and no extension of time shall constitute a waiver of this
provision.


 


16.                                 Waivers.  No waiver of, no consent
with respect to, and no approval required under any provision of this Agreement
will be effective unless in writing executed by the party against whom such
waiver, consent or approval is sought to be enforced, and then any such waiver,
consent or approval will be effective only in the specific instance and for the
specific purpose given.


 


17.                                 Counterparts.  This Agreement may be
executed in one or more counterparts, each of which when taken together will
constitute this Agreement.


 


IN
WITNESS WHEREOF the parties have executed this Agreement.


 


 


QLT
INC.


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Director

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  Director

  



 


 


 


	
  SIGNED,
  SEALED and DELIVERED by 

  	
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