EXHIBIT 10.1**INDEMNITY AGREEMENT**     **ThisAgreement** is made and entered into this ___ day of ___,______ by and between IDM Pharma, Inc., a Delaware corporation (the “Corporation”), and____________ (“Agent”).**Recitals**     **Whereas**, Agent performs a valuable service to the Corporation in his capacity as an[officer/director] of the Corporation;     **Whereas**, the stockholders of the Corporation have adopted bylaws (the “Bylaws”)providing for the indemnification of the directors, officers, employees and other agents of theCorporation, including persons serving at the request of the Corporation in such capacities withother corporations or enterprises, as authorized by the Delaware General Corporation Law, asamended (the “Code”);     **Whereas**, the Bylaws and the Code, by their non-exclusive nature, permit contractsbetween the Corporation and its agents, officers, employees and other agents with respect toindemnification of such persons; and     **Whereas**, in order to induce Agent to continue to serve as an [officer/director] ofthe Corporation, the Corporation has determined and agreed to enter into this Agreement with Agent;     **Now, Therefore**, in consideration of Agent’s continued service as an[officer/director] after the date hereof, the parties hereto agree as follows:**Agreement**     **1. ****Services to the Corporation**. Agent will serve, at the will of the Corporation orunder separate contract, if any such contract exists, as an [officer/director] of the Corporationor as a director, officer or other fiduciary of an affiliate of the Corporation (including anyemployee benefit plan of the Corporation) faithfully and to the best of his ability so long as heis duly elected and qualified in accordance with the provisions of the Bylaws or other applicablecharter documents of the Corporation or such affiliate; provided, however, that Agent may at anytime and for any reason resign from such position (subject to any contractual obligation that Agentmay have assumed apart from this Agreement) and that the Corporation or any affiliate shall have noobligation under this Agreement to continue Agent in any such position.     **2. ****Indemnity of Agent**. The Corporation hereby agrees to hold harmless and indemnifyAgent to the fullest extent authorized or permitted by the provisions of the Bylaws and the Code,as the same may be amended from time to time (but, only to the extent that such amendment permitsthe Corporation to provide broader indemnification rights than the Bylaws or the Code permittedprior to adoption of such amendment).
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     **3. ****Additional Indemnity**. In addition to and not in limitation of the indemnificationotherwise provided for herein, and subject only to the exclusions set forth in Section 4 hereof,the Corporation hereby further agrees to hold harmless and indemnify Agent:          **(a)**against any and all expenses (including attorneys’ fees), witness fees, damages,judgments, fines and amounts paid in settlement and any other amounts that Agent becomes legallyobligated to pay because of any claim or claims made against or by him in connection with anythreatened, pending or completed action, suit or proceeding, whether civil, criminal,arbitrational, administrative or investigative (including an action by or in the right of theCorporation) to which Agent is, was or at any time becomes a party, or is threatened to be made aparty, by reason of the fact that Agent is, was or at any time becomes a director, officer,employee or other agent of Corporation, or is or was serving or at any time serves at the requestof the Corporation as a director, officer, employee or other agent of another corporation,partnership, joint venture, trust, employee benefit plan or other enterprise; and          **(b)**otherwise to the fullest extent as may be provided to Agent by the Corporation under thenon-exclusivity provisions of the Code and Section 42 of the Bylaws.     **4. ****Limitations on Additional Indemnity**. No indemnity pursuant to Section 3 hereofshall be paid by the Corporation:          **(a)**on account of any claim against Agent for an accounting of profits made from the purchaseor sale by Agent of securities of the Corporation pursuant to the provisions of Section 16(b) ofthe Securities Exchange Act of 1934 and amendments thereto or similar provisions of any federal,state or local statutory law;          **(b)**on account of Agent’s conduct that was knowingly fraudulent or deliberately dishonest orthat constituted willful misconduct;          **(c)**on account of Agent’s conduct that constituted a breach of Agent’s duty of loyalty to theCorporation or resulted in any personal profit or advantage to which Agent was not legallyentitled;          **(d)**for which payment is actually made to Agent under a valid and collectible insurance policyor under a valid and enforceable indemnity clause, bylaw or agreement, except in respect of anyexcess beyond payment under such insurance, clause, bylaw or agreement;          **(e)**if indemnification is not lawful (and, in this respect, both the Corporation and Agenthave been advised that the Securities and Exchange Commission believes that indemnification forliabilities arising under the federal securities laws is against public policy and is, therefore,unenforceable and that claims for indemnification should be submitted to appropriate courts foradjudication); or          **(f)**in connection with any proceeding (or part thereof) initiated by Agent, or any proceedingby Agent against the Corporation or its directors, officers, employees or other agents, unless (i)such indemnification is expressly required to be made by law, (ii) the proceeding was authorized bythe Board of Directors of the Corporation, (iii) such indemnification is provided by theCorporation, in its sole discretion, pursuant to the powers
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vested in the Corporation under the Code, or (iv) the proceeding is initiated pursuant toSection 9 hereof.     **5. ****Continuation of Indemnity**. All agreements and obligations of the Corporationcontained herein shall continue during the period Agent is a director, officer, employee or otheragent of the Corporation (or is or was serving at the request of the Corporation as a director,officer, employee or other agent of another corporation, partnership, joint venture, trust,employee benefit plan or other enterprise) and shall continue thereafter so long as Agent shall besubject to any possible claim or threatened, pending or completed action, suit or proceeding,whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact thatAgent was serving in the capacity referred to herein.     **6. ****Partial Indemnification**. Agent shall be entitled under this Agreement toindemnification by the Corporation for a portion of the expenses (including attorneys’ fees),witness fees, damages, judgments, fines and amounts paid in settlement and any other amounts thatAgent becomes legally obligated to pay in connection with any action, suit or proceeding referredto in Section 3 hereof even if not entitled hereunder to indemnification for the total amountthereof, and the Corporation shall indemnify Agent for the portion thereof to which Agent isentitled.     **7. ****Notification and Defense of Claim**. Not later than thirty (30) days after receiptby Agent of notice of the commencement of any action, suit or proceeding, Agent will, if a claim inrespect thereof is to be made against the Corporation under this Agreement, notify the Corporationof the commencement thereof; but the omission so to notify the Corporation will not relieve it fromany liability which it may have to Agent otherwise than under this Agreement. With respect to anysuch action, suit or proceeding as to which Agent notifies the Corporation of the commencementthereof:          **(a)**the Corporation will be entitled to participate therein at its own expense;          **(b)**except as otherwise provided below, the Corporation may, at its option and jointly withany other indemnifying party similarly notified and electing to assume such defense, assume thedefense thereof, with counsel reasonably satisfactory to Agent. After notice from the Corporationto Agent of its election to assume the defense thereof, the Corporation will not be liable to Agentunder this Agreement for any legal or other expenses subsequently incurred by Agent in connectionwith the defense thereof except for reasonable costs of investigation or otherwise as providedbelow. Agent shall have the right to employ separate counsel in such action, suit or proceedingbut the fees and expenses of such counsel incurred after notice from the Corporation of itsassumption of the defense thereof shall be at the expense of Agent unless (i) the employment ofcounsel by Agent has been authorized by the Corporation, (ii) Agent shall have reasonably concludedthat there may be a conflict of interest between the Corporation and Agent in the conduct of thedefense of such action or (iii) the Corporation shall not in fact have employed counsel to assumethe defense of such action, in each of which cases the fees and expenses of Agent’s separatecounsel shall be at the expense of the Corporation. The Corporation shall not be entitled toassume the defense of any action, suit or proceeding brought by or on behalf of the Corporation oras to which Agent shall have made the conclusion provided for in clause (ii) above; and
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          **(c)**the Corporation shall not be liable to indemnify Agent under this Agreement for anyamounts paid in settlement of any action or claim effected without its written consent, which shallnot be unreasonably withheld. The Corporation shall be permitted to settle any action except thatit shall not settle any action or claim in any manner which would impose any penalty or limitationon Agent without Agent’s written consent, which may be given or withheld in Agent’s solediscretion.     **8. ****Expenses**. The Corporation shall advance, prior to the final disposition of anyproceeding, promptly following request therefor, all expenses incurred by Agent in connection withsuch proceeding upon receipt of an undertaking by or on behalf of Agent to repay said amounts if itshall be determined ultimately that Agent is not entitled to be indemnified under the provisions ofthis Agreement, the Bylaws, the Code or otherwise.     **9. ****Enforcement**. Any right to indemnification or advances granted by this Agreementto Agent shall be enforceable by or on behalf of Agent in any court of competent jurisdiction if(i) the claim for indemnification or advances is denied, in whole or in part, or (ii) nodisposition of such claim is made within ninety (90) days of request therefor. Agent, in suchenforcement action, if successful in whole or in part, shall be entitled to be paid also theexpense of prosecuting his claim. It shall be a defense to any action for which a claim forindemnification is made under Section 3 hereof (other than an action brought to enforce a claim forexpenses pursuant to Section 8 hereof, provided that the required undertaking has been tendered tothe Corporation) that Agent is not entitled to indemnification because of the limitations set forthin Section 4 hereof. Neither the failure of the Corporation (including its Board of Directors orits stockholders) to have made a determination prior to the commencement of such enforcement actionthat indemnification of Agent is proper in the circumstances, nor an actual determination by theCorporation (including its Board of Directors or its stockholders) that such indemnification isimproper shall be a defense to the action or create a presumption that Agent is not entitled toindemnification under this Agreement or otherwise.     **10. ****Subrogation**. In the event of payment under this Agreement, the Corporation shallbe subrogated to the extent of such payment to all of the rights of recovery of Agent, who shallexecute all documents required and shall do all acts that may be necessary to secure such rightsand to enable the Corporation effectively to bring suit to enforce such rights.     **11. ****Non-Exclusivity of Rights**. The rights conferred on Agent by this Agreement shallnot be exclusive of any other right which Agent may have or hereafter acquire under any statute,provision of the Corporation’s Certificate of Incorporation or Bylaws, agreement, vote ofstockholders or directors, or otherwise, both as to action in his official capacity and as toaction in another capacity while holding office.     **12. ****Survival of Rights**.          **(a)**The rights conferred on Agent by this Agreement shall continue after Agent has ceased tobe a director, officer, employee or other agent of the Corporation or to serve at the request ofthe Corporation as a director, officer, employee or other agent of another corporation,partnership, joint venture, trust, employee benefit plan or other enterprise and shall inure to thebenefit of Agent’s heirs, executors and administrators.
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          **(b)**The Corporation shall require any successor (whether direct or indirect, by purchase,merger, consolidation or otherwise) to all or substantially all of the business or assets of theCorporation, expressly to assume and agree to perform this Agreement in the same manner and to thesame extent that the Corporation would be required to perform if no such succession had takenplace.     **13. ****Separability**. Each of the provisions of this Agreement is a separate anddistinct agreement and independent of the others, so that if any provision hereof shall be held tobe invalid for any reason, such invalidity or unenforceability shall not affect the validity orenforceability of the other provisions hereof. Furthermore, if this Agreement shall be invalidatedin its entirety on any ground, then the Corporation shall nevertheless indemnify Agent to thefullest extent provided by the Bylaws, the Code or any other applicable law.     **14. ****Governing Law**. This Agreement shall be interpreted and enforced in accordancewith the laws of the State of Delaware.     **15. ****Amendment and Termination**. No amendment, modification, termination orcancellation of this Agreement shall be effective unless in writing signed by both parties hereto.     **16. ****Identical Counterparts**. This Agreement may be executed in one or morecounterparts, each of which shall for all purposes be deemed to be an original but all of whichtogether shall constitute but one and the same Agreement. Only one such counterpart need beproduced to evidence the existence of this Agreement.     **17. ****Headings**. The headings of the sections of this Agreement are inserted forconvenience only and shall not be deemed to constitute part of this Agreement or to affect theconstruction hereof.     **18. ****Notices**. All notices, requests, demands and other communications hereunder shallbe in writing and shall be deemed to have been duly given (i) upon delivery if delivered by hand tothe party to whom such communication was directed or (ii) upon the third business day after thedate on which such communication was mailed if mailed by certified or registered mail with postageprepaid:          **(a)**If to Agent, at the address indicated on the signature page hereof.          **(b)**If to the Corporation, to                IDM Pharma, Inc.