Exhibit
10.2 


 


FORM OF


 


INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement (this “Agreement”)
is entered into as of ________, 20__ (the “Effective Date”) by and between Assertio Holdings, Inc., a Delaware
corporation (the “Company”), and ______________________ (the “Indemnitee”).


 


RECITALS


 


WHEREAS, the Board of Directors has determined
that the inability to attract and retain qualified persons as directors and officers is detrimental to the best interests of the
Company’s stockholders and that the Company should act to assure such persons that there shall be adequate certainty of protection
through insurance and indemnification against risks of claims and actions against them arising out of their service to and activities
on behalf of the Company;


 


WHEREAS, the Company has adopted provisions
in its Certificate of Incorporation and Bylaws providing for indemnification and advancement of expenses of its directors and officers
to the fullest extent authorized by the General Corporation Law of the State of Delaware (the “DGCL”), and the
Company wishes to clarify and enhance the rights and obligations of the Company and the Indemnitee with respect to indemnification
and advancement of expenses;


 


WHEREAS, in order to induce and encourage
highly experienced and capable persons such as the Indemnitee to serve and continue to serve as directors and officers of the Company
and in any other capacity with respect to the Company as the Company may request, and to otherwise promote the desirable end that
such persons shall resist what they consider unjustified lawsuits and claims made against them in connection with the good faith
performance of their duties to the Company, with the knowledge that certain costs, judgments, penalties, fines, liabilities, and
expenses incurred by them in their defense of such litigation are to be borne by the Company and they shall receive appropriate
protection against such risks and liabilities, the Board of Directors of the Company has determined that the following Agreement
is reasonable and prudent to promote and ensure the best interests of the Company and its stockholders; and


 


WHEREAS, the Company desires to have the
Indemnitee continue to serve as a director or officer of the Company and in any other capacity with respect to the Company as the
Company may request, as the case may be, free from undue concern for unpredictable, inappropriate, or unreasonable legal risks
and personal liabilities by reason of the Indemnitee acting in good faith in the performance of the Indemnitee’s duty to
the Company; and the Indemnitee desires to continue so to serve the Company, provided, and on the express condition, that
he or she is furnished with the protections set forth hereinafter.


 






     


     


    

 


AGREEMENT


 


NOW, THEREFORE, in consideration of the
Indemnitee’s continued service as a director or officer of the Company, the parties hereto agree as follows:


 


1.             Definitions.
For purposes of this Agreement:


 


(a)              
A “Change in Control” will be deemed to have occurred if, with respect to any particular 24-month period,
the individuals who, at the beginning of such 24-month period, constituted the Board of Directors of the Company (the “Incumbent
Board”) cease for any reason to constitute at least a majority of the Board of Directors; provided, however,
that any individual becoming a director subsequent to the beginning of such 24-month period whose election, or nomination for election
by the stockholders of the Company, was approved by a vote of at least a majority of the directors then comprising the Incumbent
Board shall be considered as though such individual were a member of the Incumbent Board, but excluding, for this purpose, any
such individual whose initial assumption of office occurs as a result of an actual or threatened election contest with respect
to the election or removal of directors or other actual or threatened solicitation of proxies or consents by or on behalf of a
person other than the Board of Directors.


 


(b)              
“Disinterested Director” means a director of the Company who is not or was not a party to the Proceeding
in respect of which indemnification is being sought by the Indemnitee.


 


(c)              
“Expenses” includes, without limitation, expenses incurred in connection with the defense or settlement
of any action, suit, arbitration, alternative dispute resolution mechanism, investigation, inquiry, judicial, administrative, or
legislative hearing, or any other threatened, pending, or completed proceeding, whether brought by or in the right of the Company
or otherwise, including any and all appeals, whether of a civil, criminal, administrative, legislative, investigative, or other
nature, attorneys’ fees, witness fees and expenses, fees and expenses of accountants and other advisors, retainers and disbursements
and advances thereon, the premium, security for, and other costs relating to any bond (including cost bonds, appraisal bonds, or
their equivalents), and any expenses of establishing a right to indemnification or advancement under Sections 9, 11, 13, and
16 hereof, but shall not include the amount of judgments, fines, ERISA excise taxes, or penalties actually levied against the Indemnitee,
or any amounts paid in settlement by or on behalf of the Indemnitee.


 


(d)              
“Independent Counsel” means a law firm or a member of a law firm that neither is presently nor in the
past five years has been retained to represent (i) the Company or the Indemnitee in any matter material to either such party
or (ii) any other party to the Proceeding giving rise to a request 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 the Indemnitee in an action to determine
the Indemnitee’s right to indemnification under this Agreement.


 






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(e)              
“Proceeding” means any action, suit, arbitration, alternative dispute resolution mechanism, investigation,
inquiry, judicial, administrative, or legislative hearing, or any other threatened, pending, or completed proceeding, whether brought
by or in the right of the Company or otherwise, including any and all appeals, whether of a civil, criminal, administrative, legislative,
investigative, or other nature, to which the Indemnitee was or is a party or is threatened to be made a party or is otherwise involved
in by reason of the fact that the Indemnitee is or was a director, officer, employee, agent, or trustee of the Company or while
a director, officer, employee, agent, or trustee of the Company is or was serving at the request of the Company as a director,
officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including
service with respect to an employee benefit plan, or by reason of anything done or not done by the Indemnitee in any such capacity,
whether or not the Indemnitee is serving in such capacity at the time any expense, liability, or loss is incurred for which indemnification
or advancement can be provided under this Agreement.


 


2.             Service
by the Indemnitee. In consideration of the Company’s covenants and commitments hereunder, the Indemnitee shall serve
and/or continue to serve as a director and/or officer of the Company faithfully and to the best of the Indemnitee’s ability
so long as the Indemnitee is duly elected or appointed and until such time as the Indemnitee’s successor is elected and
qualified or the Indemnitee is removed as permitted by applicable law or tenders a resignation in writing. This Agreement shall
not impose any obligation on Indemnitee or the Company to continue Indemnitee’s service to the Company beyond any period
otherwise required by law or by other agreements or commitments of the parties.


 


3.             Indemnification
and Advancement of Expenses. The Company shall indemnify and hold harmless the Indemnitee, and shall pay to the Indemnitee
in advance of the final disposition of any Proceeding all Expenses incurred by the Indemnitee in defending any such Proceeding,
to the fullest extent authorized by the DGCL, as the same exists or may hereafter be amended, all on the terms and conditions
set forth in this Agreement. Without diminishing the scope of the rights provided by this Section, the rights of the Indemnitee
to indemnification and advancement of Expenses provided hereunder shall include but shall not be limited to those rights hereinafter
set forth, except that no indemnification or advancement of Expenses shall be paid to the Indemnitee:


 


(a)              
to the extent expressly prohibited by applicable law or the Certificate of Incorporation and Bylaws of the Company;


 


(b)              
for and to the extent that payment is actually made to the Indemnitee under a valid and collectible insurance policy or
under a valid and enforceable indemnity clause, provision of the Certificate of Incorporation or Bylaws of the Company, or agreement
of the Company or any other company or other enterprise (and the Indemnitee shall reimburse the Company for any amounts paid by
the Company and subsequently so recovered by the Indemnitee); or


 


(c)              
in connection with an action, suit, or proceeding, or part thereof voluntarily initiated by the Indemnitee (including claims
and counterclaims, whether such counterclaims are asserted by (i) the Indemnitee, or (ii) the Company in an action, suit, or proceeding
initiated by the Indemnitee), except a judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this
Agreement, unless the action, suit, or proceeding, or part thereof, was authorized or ratified by the Board of Directors of the
Company or the Board of Directors otherwise determines that indemnification or advancement of Expenses is appropriate.


 






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4.            Action
or Proceedings Other than an Action by or in the Right of the Company. Except as limited by Section 3 above, the Indemnitee
shall be entitled to the indemnification rights provided in this Section if the Indemnitee was or is a party or is threatened
to be made a party to, or was or is otherwise involved in, any Proceeding (other than an action by or in the right of the Company)
by reason of the fact that the Indemnitee is or was a director, officer, employee, agent, or trustee of the Company or while a
director, officer, employee, agent, or trustee of the Company is or was serving at the request of the Company as a director, officer,
employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including service
with respect to an employee benefit plan, or by reason of anything done or not done by the Indemnitee in any such capacity. Pursuant
to this Section, the Indemnitee shall be indemnified against all expense, liability, and loss (including judgments, fines, ERISA
excise taxes, penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred
by the Indemnitee in connection with such Proceeding, if 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.


 


5.             Indemnity
in Proceedings by or in the Right of the Company. Except as limited by Section 3 above, the Indemnitee shall be entitled
to the indemnification rights provided in this Section if the Indemnitee was or is a party or is threatened to be made a party
to, or was or is otherwise involved in, any Proceeding brought by or in the right of the Company to procure a judgment in its
favor by reason of the fact that the Indemnitee is or was a director, officer, employee, agent, or trustee of the Company or while
a director, officer, employee, agent, or trustee of the Company is or was serving at the request of the Company as a director,
officer, employee, agent, or trustee of another corporation or of a partnership, joint venture, trust, or other enterprise, including
service with respect to an employee benefit plan, or by reason of anything done or not done by the Indemnitee in any such capacity.
Pursuant to this Section, the Indemnitee shall be indemnified against all expense, liability, and loss (including judgments, fines,
ERISA excise taxes, penalties, amounts paid in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably
incurred by the Indemnitee in connection with such Proceeding if 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; provided, however, that no such
indemnification shall be made in respect of any claim, issue, or matter as to which the DGCL expressly prohibits such indemnification
by reason of any adjudication of liability of the Indemnitee to the Company, unless and only to the extent that the Court of Chancery
of the State of Delaware or the court in which such Proceeding was brought shall determine upon application that, despite the
adjudication of liability but in view of all the circumstances of the case, the Indemnitee is entitled to indemnification for
such expense, liability, and loss as such court shall deem proper.


 






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6.             Indemnification
for Costs, Charges, and Expenses of Successful Party. Notwithstanding any limitations of Sections 3(c), 4 and 5 above,
to the extent that the Indemnitee has been successful, on the merits or otherwise in defense of any Proceeding, or in defense
of any claim, issue, or matter therein, including, without limitation, the dismissal of any action without prejudice, or if it
is ultimately determined, by final judicial decision of a court of competent jurisdiction from which there is no further right
to appeal, that the Indemnitee is otherwise entitled to be indemnified against Expenses, the Indemnitee shall be indemnified against
all Expenses actually and reasonably incurred by the Indemnitee in connection therewith. If Indemnitee is not wholly successful
in such Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters
in such Proceeding, the Company shall indemnify to the fullest extent permissible by applicable law 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


 


7.             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 expense, liability, and loss (including judgments, fines, ERISA excise taxes, penalties, amounts paid
in settlement by or on behalf of the Indemnitee, and Expenses) actually and reasonably incurred in connection with any Proceeding,
or in connection with any judicial proceeding or arbitration pursuant to Section 11 to enforce rights under this Agreement,
but not, however, for all of the total amount thereof, the Company shall nevertheless indemnify the Indemnitee for the portion
of such expense, liability, and loss actually and reasonably incurred to which the Indemnitee is entitled.


 


8.             Indemnification
for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the maximum extent permitted by the DGCL,
the Indemnitee shall be entitled to indemnification against all Expenses actually and reasonably incurred by the Indemnitee or
on the Indemnitee’s behalf if the Indemnitee appears as a witness or otherwise incurs legal expenses as a result of or related
to the Indemnitee’s service as a director or officer of the Company, in any threatened, pending, or completed action, suit,
arbitration, alternative dispute resolution mechanism, investigation, inquiry, judicial, administrative, or legislative hearing,
or any other threatened, pending, or completed proceeding, whether of a civil, criminal, administrative, legislative, investigative,
or other nature, to which the Indemnitee neither is, nor is threatened to be made, a party.


 


9.             Determination
of Entitlement to Indemnification. To receive indemnification under this Agreement, the Indemnitee shall submit a written
request to the Secretary of the Company. Such request shall include documentation or information that is necessary for such determination
and is reasonably available to the Indemnitee. Upon receipt by the Secretary of the Company of a written request by the Indemnitee
for indemnification, the entitlement of the Indemnitee to indemnification, to the extent not required pursuant to the terms of
Section 6 or Section 8 of this Agreement, shall be determined by the following person or persons who shall be empowered
to make such determination (as selected by the Board of Directors, except with respect to Section 9(e) below): (a) the
Board of Directors of the Company by a majority vote of Disinterested Directors, whether or not such majority constitutes a quorum;
(b) a committee of Disinterested Directors designated by a majority vote of such directors, whether or not such majority
constitutes a quorum; (c) if there are no Disinterested Directors, or if the Disinterested Directors so direct, by Independent
Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee; (d) the stockholders
of the Company; or (e) in the event that a Change in Control has occurred, by Independent Counsel in a written opinion to
the Board of Directors, a copy of which shall be delivered to the Indemnitee. Such Independent Counsel shall be selected by the
Board of Directors and approved by the Indemnitee, except that in the event that a Change in Control has occurred, Independent
Counsel shall be selected by the Indemnitee. Upon failure of the Board of Directors so to select such Independent Counsel or upon
failure of the Indemnitee so to approve (or so to select, in the event a Change in Control has occurred), such Independent Counsel
shall be selected upon application to a court of competent jurisdiction. The determination of entitlement to indemnification shall
be made and, unless a contrary determination is made, such indemnification shall be paid in full by the Company not later than
60 calendar days after receipt by the Secretary of the Company of a written request for indemnification. If the person making
such determination shall determine that the Indemnitee is entitled to indemnification as to part (but not all) of the application
for indemnification, such person shall reasonably prorate such partial indemnification among the claims, issues, or matters at
issue at the time of the determination.


 






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10.           Presumptions
and Effect of Certain Proceedings. The Secretary of the Company shall, promptly upon receipt of the Indemnitee’s written
request for indemnification, advise in writing the Board of Directors or such other person or persons empowered to make the determination
as provided in Section 9 that the Indemnitee has made such request for indemnification. Upon making such request for indemnification,
the Indemnitee shall be presumed to be entitled to indemnification hereunder and the Company shall have the burden of proof in
making any determination contrary to such presumption. If the person or persons so empowered to make such determination shall
have failed to make the requested determination with respect to indemnification within 60 calendar days after receipt by the Secretary
of the Company of such request, a requisite determination of entitlement to indemnification shall be deemed to have been made
and the Indemnitee shall be absolutely entitled to such indemnification, absent actual fraud in the request for indemnification.
The termination of any Proceeding described in Sections 4 or 5 by judgment, order, settlement, or conviction, or upon a plea
of nolo contendere or its equivalent, shall not, of itself (a) create a presumption that the Indemnitee did not act
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 reasonable cause to believe his or her conduct was unlawful or (b) otherwise
adversely affect the rights of the Indemnitee to indemnification except as may be provided herein.


 






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11.           Remedies
of the Indemnitee in Cases of Determination Not to Indemnify or to Advance Expenses; Right to Bring Suit. In the event that
a determination is made that the Indemnitee is not entitled to indemnification hereunder or if payment is not timely made following
a determination of entitlement to indemnification pursuant to Sections 9 and 10, or if an advancement of Expenses is not
timely made pursuant to Section 16, the Indemnitee may at any time thereafter bring suit against the Company seeking an adjudication
of entitlement to such indemnification or advancement of Expenses, and any such suit shall be brought in the Court of Chancery
of the State of Delaware unless otherwise required by the law of the state in which the Indemnitee primarily resides and works.
Alternatively, the Indemnitee at the Indemnitee’s option may seek an award in an arbitration to be conducted by a single
arbitrator in the State of Delaware pursuant to the rules of the American Arbitration Association, such award to be made within
60 calendar days following the filing of the demand for arbitration. The Company shall not oppose the Indemnitee’s right
to seek any such adjudication or award in arbitration. In any suit or arbitration brought by the Indemnitee to enforce a right
to indemnification hereunder (but not in a suit or arbitration brought by the Indemnitee to enforce a right to an advancement
of Expenses), it shall be a defense that the Indemnitee has not met any applicable standard of conduct for indemnification set
forth in the DGCL, including the standard described in Section 4 or 5, as applicable.  Further, in any suit brought
by the Company to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall be entitled to
recover such Expenses upon a final judicial decision of a court of competent jurisdiction from which there is no further right
to appeal that the Indemnitee has not met the standard of conduct described above. Neither the failure of the Company (including
the Disinterested Directors, a committee of Disinterested Directors, Independent Counsel, or its stockholders) to have made a
determination prior to the commencement of such suit or arbitration that indemnification of the Indemnitee is proper in the circumstances
because the Indemnitee has met the standard of conduct described above, nor an actual determination by the Company (including
the Disinterested Directors, a committee of Disinterested Directors, Independent Counsel, or its stockholders) that the Indemnitee
has not met the standard of conduct described above shall create a presumption that the Indemnitee has not met the standard of
conduct described above, or, in the case of such a suit brought by the Indemnitee, be a defense to such suit. In any suit brought
by the Indemnitee to enforce a right to indemnification or to an advancement of Expenses hereunder, or brought by the Company
to recover an advancement of Expenses pursuant to the terms of an undertaking, the burden of proving that the Indemnitee is not
entitled to be indemnified, or to such advancement of expenses, under this Section 11 or otherwise shall be on the Company.
If a determination is made or deemed to have been made pursuant to the terms of Section 9 or 10 that the Indemnitee
is entitled to indemnification, the Company shall be bound by such determination and is precluded from asserting that such determination
has not been made or that the procedure by which such determination was made is not valid, binding, and enforceable. The Company
further agrees to stipulate in any court or before any arbitrator pursuant to this Section 11 that the Company is bound by
all the provisions of this Agreement and is precluded from making any assertions to the contrary. If the court or arbitrator shall
determine that the Indemnitee is entitled to any indemnification or advancement of Expenses hereunder, the Company shall pay all
Expenses actually and reasonably incurred by the Indemnitee in connection with such adjudication or award in arbitration (including,
but not limited to, any appellate proceedings) to the fullest extent permitted by law, and in any suit brought by the Company
to recover an advancement of Expenses pursuant to the terms of an undertaking, the Company shall pay all Expenses actually and
reasonably incurred by the Indemnitee in connection with such suit to the extent the Indemnitee has been successful, on the merits
or otherwise, in whole or in part, in defense of such suit, to the fullest extent permitted by law.


 


12.           Non-Exclusivity
of Rights. The rights to indemnification and to the advancement of Expenses provided by this Agreement shall not be deemed
exclusive of any other right that the Indemnitee may now or hereafter acquire under any applicable law, agreement, vote of stockholders
or Disinterested Directors, provisions of a charter or bylaws (including the Certificate of Incorporation or Bylaws of the Company),
or otherwise.


 


13.           Expenses
to Enforce Agreement. In the event that the Indemnitee is subject to or intervenes in any action, suit, or proceeding in which
the validity or enforceability of this Agreement is at issue or seeks an adjudication or award in arbitration to enforce the Indemnitee’s
rights under, or to recover damages for breach of, this Agreement, the Indemnitee, if the Indemnitee prevails in whole or in part
in such action, suit, or proceeding, shall be entitled to recover from the Company and shall be indemnified by the Company against
any Expenses actually and reasonably incurred by the Indemnitee in connection therewith.


 






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14.           Continuation
of Indemnity. All agreements and obligations of the Company contained herein shall continue during the period the Indemnitee
is a director, officer, employee, agent, or trustee of the Company or while a director, officer, employee, agent, or trustee is
serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation or of a partnership,
joint venture, trust, or other enterprise, including service with respect to an employee benefit plan, and shall continue thereafter
with respect to any possible claims based on the fact that the Indemnitee was a director, officer, employee, agent, or trustee
of the Company or was serving at the request of the Company as a director, officer, employee, agent, or trustee of another corporation
or of a partnership, joint venture, trust, or other enterprise, including service with respect to an employee benefit plan. This
Agreement shall be binding upon all successors and assigns of the Company (including any transferee of all or substantially all
of its assets and any successor by merger or operation of law) and shall inure to the benefit of the Indemnitee’s heirs,
executors, and administrators.


 


15.           Notification
and Defense of Proceeding. Promptly after receipt by the Indemnitee of notice of any Proceeding, the Indemnitee shall, if
a request for indemnification or an advancement of Expenses in respect thereof is to be made against the Company under this Agreement,
notify the Company in writing of the commencement thereof; but the omission so to notify the Company shall not relieve it from
any liability that it may have to the Indemnitee. Notwithstanding any other provision of this Agreement, with respect to any such
Proceeding of which the Indemnitee notifies the Company:


 


(a)              
The Company shall be entitled to participate therein at its own expense;


 


(b)              
Except as otherwise provided in this Section 15(b), to the extent that it may wish, the Company, jointly with any other
indemnifying party similarly notified, shall be entitled to assume the defense thereof, with counsel satisfactory to the Indemnitee.
After notice from the Company to the Indemnitee of its election so to assume the defense thereof, the Company shall not be liable
to the Indemnitee under this Agreement for any expenses of counsel subsequently incurred by the Indemnitee in connection with the
defense thereof except as otherwise provided below. The Indemnitee shall have the right to employ the Indemnitee’s own counsel
in such Proceeding, but the fees and expenses of such counsel incurred after notice from the Company of its assumption of the defense
thereof shall be at the expense of the Indemnitee unless (i) the employment of counsel by the Indemnitee has been authorized
by the Company, (ii) the Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company
and the Indemnitee in the conduct of the defense of such Proceeding, or (iii) the Company shall not within 60 calendar days
of receipt of notice from the Indemnitee in fact have employed counsel to assume the defense of the Proceeding, in each of which
cases the fees and expenses of the Indemnitee’s counsel shall be at the expense of the Company. The Company shall not be
entitled to assume the defense of any Proceeding brought by or on behalf of the Company or as to which the Indemnitee shall have
made the conclusion provided for in (ii) above; and


 






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(c)              
Notwithstanding any other provision of this Agreement, the Company shall not be liable to indemnify the Indemnitee under
this Agreement for any amounts paid in settlement of any Proceeding effected without the Company’s written consent, or for
any judicial or other award, if the Company was not given an opportunity, in accordance with this Section 15, to participate
in the defense of such Proceeding. The Company shall not settle any Proceeding in any manner that would impose any penalty or limitation
on or disclosure obligation with respect to the Indemnitee, or that would directly or indirectly constitute or impose any admission
or acknowledgment of fault or culpability with respect to the Indemnitee, without the Indemnitee’s written consent. Neither
the Company nor the Indemnitee shall unreasonably withhold its consent to any proposed settlement.


 


16.          Advancement
of Expenses. All Expenses actually and reasonably incurred by the Indemnitee in defending any Proceeding described in Section 4
or 5 shall be paid by the Company in advance of the final disposition of such Proceeding at the request of the Indemnitee. The
Indemnitee’s right to advancement shall not be subject to the satisfaction of any standard of conduct and advances shall
be made without regard to the Indemnitee’s ultimate entitlement to indemnification under the provisions of this Agreement
or otherwise. To receive an advancement of Expenses under this Agreement, the Indemnitee shall submit a written request to the
Secretary of the Company. Such request shall reasonably evidence the Expenses incurred by the Indemnitee and shall include or
be accompanied by an undertaking, by or on behalf of the Indemnitee, to repay all amounts so advanced if it shall ultimately be
determined, by final judicial decision of a court of competent jurisdiction from which there is no further right to appeal, that
the Indemnitee is not entitled to be indemnified for such Expenses by the Company as provided by this Agreement or otherwise.
The Indemnitee’s undertaking to repay any such amounts is not required to be secured. Each such advancement of Expenses
shall be made within 30 calendar days after the receipt by the Secretary of the Company of such written request. The Indemnitee’s
entitlement to Expenses under this Agreement shall include those incurred in connection with any action, suit, or proceeding by
the Indemnitee seeking an adjudication or award in arbitration pursuant to Section 11 of this Agreement (including the enforcement
of this provision) to the extent the court or arbitrator shall determine that the Indemnitee is entitled to an advancement of
Expenses hereunder.


 


17.           Severability;
Prior Indemnification Agreements. If any provision or provisions of this Agreement shall be held to be invalid, illegal, or
unenforceable as applied to any person or entity or circumstance for any reason whatsoever, then, to the fullest extent permitted
by law (a) the validity, legality, and enforceability of such provision in any other circumstance and of the remaining provisions
of this Agreement (including, without limitation, all portions of any paragraphs of this Agreement containing any such provision
held to be invalid, illegal, or unenforceable, that are not by themselves invalid, illegal, or unenforceable) and the application
of such provision to other persons or entities or circumstances shall not in any way be affected or impaired thereby, and (b) to
the fullest extent possible, the provisions of this Agreement (including, without limitation, all portions of any paragraph of
this Agreement containing any such provision held to be invalid, illegal, or unenforceable, that are not themselves invalid, illegal,
or unenforceable) shall be construed so as to give effect to the intent of the parties that the Company provide protection to
the Indemnitee to the fullest extent set forth in this Agreement. This Agreement shall supersede and replace any prior indemnification
agreements entered into by and between the Company and the Indemnitee and any such prior agreements shall be terminated upon execution
of this Agreement.


 






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18.           Headings;
References; Pronouns. The headings of the sections 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. References herein to section numbers are to sections
of this Agreement. All pronouns and any variations thereof shall be deemed to refer to the singular or plural as appropriate.


 


19.           Other
Provisions.


 


(a)              
This Agreement and all disputes or controversies arising out of or related to this Agreement shall be governed by, and construed
in accordance with, the internal laws of the State of Delaware, without regard to the laws of any other jurisdiction that might
be applied because of conflicts of laws principles of the State of Delaware, unless otherwise required by the law of the state
in which the Indemnitee primarily resides and works.


 


(b)              
This Agreement may be executed in two or more counterparts, all of which shall be considered one and the same instrument
and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party.


 


(c)              
This Agreement shall not be deemed an employment contract between the Company and any Indemnitee who is an officer of the
Company, and, if the Indemnitee is an officer of the Company, the Indemnitee specifically acknowledges that the Indemnitee may
be discharged at any time for any reason, with or without cause, and with or without severance compensation, except as may be otherwise
provided in a separate written contract between the Indemnitee and the Company.


 


(d)              
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 (excluding insurance obtained on the Indemnitee’s own behalf), and the Indemnitee 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. The Company shall not be liable under
this Agreement to make any payment in connection with any claim made against Indemnitee to the extent Indemnitee has otherwise
actually received payment under any insurance policy, provision of the Certificate of Incorporation or the Bylaws of the Company
or otherwise of the amounts otherwise indemnifiable hereunder. The Company’s obligation to indemnify or advance Expenses
hereunder to Indemnitee as a result of the Indemnitee’s service to and activities on behalf of the any entity other than
the Company shall be reduced by any amount Indemnitee has actually received as indemnification or advancement of Expenses from
such other entity.


 


(e)              
Except as provided in Section 11 of this Agreement and in the next sentence of this Section 19(e), Indemnitee shall not
be entitled to payment of Expenses or advancement of Expenses with respect to any Proceeding brought by Indemnitee against the
Company, any subsidiary of the Company, any entity which it controls, any director or officer thereof, or any third party, unless
the Board of Directors has consented to the initiation of such Proceeding or the Company provides indemnification, in its sole
discretion, pursuant to the powers vested in the Company under applicable law. This Section 19(e) shall not apply to counterclaims
or affirmative defenses asserted by Indemnitee in an action brought against Indemnitee.


 






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(f)               
Except as otherwise provided in this section, this Agreement may not be amended, modified, or supplemented in any manner,
whether by course of conduct or otherwise, except by an instrument in writing specifically designated as an amendment hereto, signed
on behalf of each party. No failure or delay of either party in exercising any right or remedy hereunder shall operate as a waiver
thereof, and no single or partial exercise of any such right or power, or any abandonment or discontinuance of steps to enforce
such right or power, or any course of conduct, shall preclude any other or further exercise thereof or the exercise of any other
right or power. To the extent that a change in Delaware law (whether by statute or judicial decision) or the Certificate of Incorporation
of the Company shall permit broader indemnification or advancement of expenses than is provided under the terms of the Bylaws of
the Company and this Agreement, Indemnitee shall be entitled to such broader indemnification and advancements, and this Agreement
shall be deemed to be amended to such extent.


 


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IN WITNESS WHEREOF, the Company and the
Indemnitee have caused this Agreement to be executed as of the date first written above.


 


	 	ASSERTIO HOLDINGS, INC.
	 
	 	By:	
	 	 	Name:
	 	 	Title:
	 	 	 
	 	 
	 	Indemnitee