Exhibit 10.5


 


Aerovate
therapeutics, INC.


 


[FORM OF] DIRECTOR INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement (“Agreement”)
is made as of [Date] by and between Aerovate Therapeutics, Inc., a Delaware corporation (the “Company”), and [Director
Name] (“Indemnitee”).


 


RECITALS


 


WHEREAS, the Company desires to attract and retain
the services of highly qualified individuals, such as Indemnitee, to serve the Company;


 


WHEREAS, in order to induce Indemnitee to provide
or continue to provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses
to, Indemnitee to the maximum extent permitted by law;


 


WHEREAS, the Amended and Restated Certificate of
Incorporation (as amended and in effect from time to time, the “Charter”) and the Amended and Restated Bylaws (as amended
and in effect from time to time, the “Bylaws”) of the Company require indemnification of the officers and directors
of the Company, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware
(the “DGCL”);


 


WHEREAS, the Charter, the Bylaws and the DGCL expressly
provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered
into between the Company and members of the board of directors, officers and other persons with respect to indemnification;


 


WHEREAS, the Board of Directors of the Company
(the “Board”) has determined that the increased difficulty in attracting and retaining highly qualified persons such
as Indemnitee is detrimental to the best interests of the Company’s stockholders;


 


WHEREAS, it is reasonable and prudent for the Company
contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable
law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will serve or continue to serve the Company
free from undue concern that they will not be so indemnified;


 


WHEREAS, this Agreement is a supplement to and
in furtherance of the indemnification provided in the Charter, the Bylaws and any resolutions adopted pursuant thereto, and shall not
be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder; and


 


[WHEREAS, Indemnitee has certain rights to
indemnification and/or insurance provided by [ ] (“[ ]”) which Indemnitee and [ ] intend to be secondary to the primary
obligation of the Company to indemnify Indemnitee as provided in this Agreement, with the Company’s acknowledgment and
agreement to the foregoing being a material condition to Indemnitee’s willingness to serve or continue to serve on the
Board.]


 






    1 


     


    

 


NOW, THEREFORE, in consideration of the premises
and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


Section 1.    Services to the Company.
Indemnitee agrees to [continue to] serve as a director of the Company. Indemnitee may at any time and for any reason resign from such
position (subject to any other contractual obligation or any obligation imposed by law), in which event the Company shall have no obligation
under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract between the Company
(or any of its subsidiaries or any Enterprise) and Indemnitee.


 


Section 2.    Definitions.


 


As used in this Agreement:


 


(a)       “Change
in Control” shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an unrelated
person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding voting
power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding
stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion
of such transaction, (iii) the sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in concert,
or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction
do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of the
transaction other than as a result of the acquisition of securities directly from the Company.


 


(b)       “Corporate
Status” describes the status of a person as a current or former director of the Company or current or former director, manager,
partner, officer, employee, agent or trustee of any other Enterprise which such person is or was serving at the request of the Company.


 


(c)       “Enforcement
Expenses” shall include all reasonable attorneys’ fees, court costs, transcript costs, fees of experts, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other out-of-pocket disbursements
or expenses of the types customarily incurred in connection with an action to enforce indemnification or advancement rights, or an appeal
from such action. Expenses, however, shall not include fees, salaries, wages or benefits owed to Indemnitee.


 


(d)       “Enterprise”
shall mean any corporation (other than the Company), partnership, joint venture, trust, employee benefit plan, limited liability company,
or other legal entity of which Indemnitee is or was serving at the request of the Company as a director, manager, partner, officer, employee,
agent or trustee.


 






    2 


     


    

 


(e)       “Expenses”
shall include all reasonable attorneys’ fees, court costs, transcript costs, fees of experts, travel expenses, duplicating costs,
printing and binding costs, telephone charges, postage, delivery service fees, and all other out-of-pocket 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 or an appeal resulting from a Proceeding. Expenses, however, shall not
include amounts paid in settlement by Indemnitee, the amount of judgments or fines against Indemnitee or fees, salaries, wages or benefits
owed to Indemnitee.


 


(f)       “Independent
Counsel” means a law firm, or a partner (or, if applicable, member or shareholder) of such a law firm, that is experienced in
matters of Delaware corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the
Company, any subsidiary of the Company, any Enterprise or Indemnitee in any matter material to any such party; or (ii) any other party
to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel”
shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest
in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company
agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against
any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


(g)       The
term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution
mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in
the right of the Company or otherwise and whether of a civil, criminal, administrative, regulatory or investigative nature, and whether
formal or informal, in which Indemnitee was, is or will be involved as a party or otherwise by reason of the fact that Indemnitee is or
was a director of the Company or is or was serving at the request of the Company as a director, manager, partner, officer, employee, agent
or trustee of any Enterprise or by reason of any action taken by Indemnitee or of any action taken on his or her part while acting as
a director of the Company or while serving at the request of the Company as a director, manager, partner, officer, employee, agent or
trustee of any Enterprise, in each case whether or not serving in such capacity at the time any liability or expense is incurred for which
indemnification, reimbursement or advancement of expenses can be provided under this Agreement; provided, however, that
the term “Proceeding” shall not include any action, suit or arbitration, or part thereof, initiated by Indemnitee to enforce
Indemnitee’s rights under this Agreement as provided for in Section 12(a) of this Agreement.


 


Section
3.    Indemnity in Third-Party Proceedings. The Company shall indemnify Indemnitee to the extent set
forth in this Section 3 if Indemnitee is, or is threatened to be made, a party to or a participant in any Proceeding, other than a
Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant to this Section 3, Indemnitee shall be
indemnified against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in settlement actually and reasonably
incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if
Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the
Company and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.


 






    3 


     


    

 


Section 4.    Indemnity in Proceedings by or in
the Right of the Company. The Company shall indemnify Indemnitee to the extent set forth in this Section 4 if Indemnitee is, or is
threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its favor.
Pursuant to this Section 4, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee or on
his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and in
a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses
shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by
a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery (the “Delaware Court”)
shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee
is fairly and reasonably entitled to indemnification for such expenses as the Delaware Court shall deem proper.


 


Section 5.    Indemnification for Expenses of a
Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement and except as provided in Section
7, to the extent that Indemnitee is a party to or a participant in any Proceeding and is successful in such Proceeding or in defense
of any claim, issue or matter therein, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by
him or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful as to one or more but
less than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and
reasonably incurred by Indemnitee or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes
of this Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without
prejudice, shall be deemed to be a successful result as to such claim, issue or matter.


 


Section 6.    Reimbursement for Expenses of a Witness
or in Response to a Subpoena. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee, by reason of
his or her Corporate Status, (i) is a witness in any Proceeding to which Indemnitee is not a party and is not threatened to be made a
party or (ii) receives a subpoena with respect to any Proceeding to which Indemnitee is not a party and is not threatened to be made
a party, the Company shall reimburse Indemnitee for all Expenses actually and reasonably incurred by him or her or on his or her behalf
in connection therewith.


 


Section 7.    Exclusions. Notwithstanding any
provision in this Agreement to the contrary, the Company shall not be obligated under this Agreement:


 


(a)       to
indemnify for amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent that
Indemnitee has otherwise actually received such amounts under any insurance policy, contract, agreement or otherwise; provided that
the foregoing shall not affect the rights of Indemnitee or the Secondary Indemnitors as set forth in Section 13(c);


 






    4 


     


    

 


(b)       to indemnify
for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the Company within
the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state statutory law or common
law, or from the purchase or sale by Indemnitee of such securities in violation of Section 306 of the Sarbanes Oxley Act of 2002 (“SOX”);


 


(c)       to
indemnify with respect to any Proceeding, or part thereof, brought by Indemnitee against the Company, any legal entity which it controls,
any director or officer thereof or any third party, unless (i) the Board has consented to the initiation of such Proceeding or part thereof
and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable
law; provided, however, that this Section 7(c) shall not apply to (A) counterclaims or affirmative defenses asserted by
Indemnitee in an action brought against Indemnitee or (B) any action brought by Indemnitee for indemnification or advancement from the
Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the Company
in the suit for which indemnification or advancement is being sought as described in Section 12; or


 


(d)       to provide
any indemnification or advancement of expenses that is prohibited by applicable law (as such law exists at the time payment would otherwise
be required pursuant to this Agreement).





 


Section 8.    Advancement of Expenses. Subject
to Section 9(b), the Company shall advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with
any Proceeding, and such advancement shall be made as incurred, and such advancement shall be made within thirty (30) days after the receipt
by the Company of a statement or statements requesting such advances (including any invoices received by Indemnitee, which such invoices
may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) from time to time, whether prior to or after
final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s
(i) ability to repay the expenses, (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, and (iii)
entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses of covered
loss under the provisions of any applicable insurance policy (including , without limitation, whether such advancement, payment or reimbursement
is withheld, conditioned or delayed by the insurer(s)). Indemnitee shall qualify for advances upon the execution and delivery to the Company
of this Agreement which shall constitute an undertaking providing that Indemnitee undertakes to the fullest extent required by law to
repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not
subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this paragraph shall
in all events continue until final disposition of any Proceeding, including any appeal therein. Nothing in this Section 8 shall limit
Indemnitee’s right to advancement pursuant to Section 12(e) of this Agreement.


 






    5 


     


    

 


Section 9.   Procedure for Notification and Defense of
Claim.


 


(a)       To obtain
indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor specifying the basis for the claim,
the amounts for which Indemnitee is seeking payment under this Agreement, and all documentation related thereto as reasonably requested
by the Company.


 


(b)       In the
event that the Company shall be obligated hereunder to provide indemnification for or make any advancement of Expenses with respect to
any Proceeding, the Company shall be entitled to assume the defense of such Proceeding, or any claim, issue or matter therein, with counsel
approved by Indemnitee (which approval shall not be unreasonably withheld or delayed) upon the delivery to Indemnitee of written notice
of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such
counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel
subsequently employed by or on behalf of Indemnitee with respect to the same Proceeding; provided that (i) Indemnitee shall have
the right to employ separate counsel in any such Proceeding at Indemnitee’s expense and (ii) if (A) the employment of separate counsel
by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict
of interest between the Company and Indemnitee in the conduct of such defense, or (C) the Company shall not continue to retain such counsel
to defend such Proceeding, then the fees and expenses actually and reasonably incurred by Indemnitee with respect to his or her separate
counsel shall be Expenses hereunder.


 


(c)        In
the event that the Company does not assume the defense in a Proceeding pursuant to paragraph (b) above, then the Company will be entitled
to participate in the Proceeding at its own expense.


 


(d)        The
Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected
without its prior written consent (which consent shall not be unreasonably withheld or delayed). The Company shall not, without the prior
written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed), enter into any settlement which (i) includes
an admission of fault of Indemnitee, any non-monetary remedy imposed on Indemnitee or any monetary damages for which Indemnitee is not
wholly and actually indemnified hereunder or (ii) with respect to any Proceeding with respect to which Indemnitee may be or is made a
party or may be otherwise entitled to seek indemnification hereunder, does not include the full release of Indemnitee from all liability
in respect of such Proceeding.


 


Section 10.  Procedure Upon Application for Indemnification.


 


(a)       Upon
written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by
applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by
one of the following methods: (x) if a Change in Control shall have occurred, by Independent Counsel in a written opinion to the
Board; or (y) if a Change in Control shall not have occurred: (i) by a majority vote of the disinterested directors, even though
less than a quorum; (ii) by a committee of disinterested directors designated by a majority vote of the disinterested directors,
even though less than a quorum; or (iii) if there are no disinterested directors or if the disinterested directors so direct, by
Independent Counsel in a written opinion to the Board. For purposes hereof, disinterested directors are those members of the Board
who are not parties to the action, suit or proceeding in respect of which indemnification is sought. In the case that such
determination is made by Independent Counsel, a copy of Independent Counsel’s written opinion shall be delivered to Indemnitee
and, if it is so determined that Indemnitee is entitled to indemnification, payment to Indemnitee shall be made within thirty (30)
days after such determination. Indemnitee shall cooperate with the Independent Counsel or the Company, as applicable, in making such
determination with respect to Indemnitee’s entitlement to indemnification, including providing to such counsel or the Company,
upon reasonable advance request, any documentation or information which is not privileged or otherwise protected from disclosure and
which is reasonably available to Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or expenses
(including reasonable attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with
the Independent Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s
entitlement to indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.





 






    6 


     


    

 


(b)       If the
determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a), the Independent Counsel
shall be selected by the Board if a Change in Control shall not have occurred or, if a Change in Control shall have occurred, by Indemnitee.
Indemnitee or the Company, as the case may be, may, within ten (10) days after written notice of such selection, deliver to the Company
or Indemnitee, as the case may be, a written objection to such selection; provided, however, that such objection may be
asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”
as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent
a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated,
the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware
Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee
of a written request for indemnification pursuant to Section 9(a), and (ii) the final disposition of the Proceeding, including any appeal
therein, no Independent Counsel shall have been selected without objection, either Indemnitee or the Company may petition the Delaware
Court for resolution of any objection which shall have been made by Indemnitee or the Company to the selection of Independent Counsel
and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate.
The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section
10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent
Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional
conduct then prevailing).


 






    7 


     


    

 


Section 11. Presumptions and Effect of Certain
Proceedings.


 


(a)       To the
extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it shall be presumed
that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance
with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the
making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made
a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances
because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by Independent Counsel
that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee
has not met the applicable standard of conduct.


 


(b)       The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of
guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which
he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.


 


(c)       The
knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any
subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification
under this Agreement.


 


Section 12.  Remedies of Indemnitee.


 


(a)       Subject
to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not
entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this
Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement
within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other
than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or
the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request
therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any
privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made
within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be
entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively,
Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial
Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an
award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant
to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a
proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose
Indemnitee’s right to seek any such adjudication or award in arbitration.


 






    8 


     


    

 


(b)       In the
event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification,
any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or
arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding
or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification
or advancement, as the case may be.


 


(c)        If
a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company
shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement
by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading,
in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.


 


(d)       The
Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures
and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator
that the Company is bound by all the provisions of this Agreement.


 


(e)       The
Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by
Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited
by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee
for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance
policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement
shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection
with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege
accorded by applicable law need not be included with the invoice.


 


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


 






    9 


     


    

 


Section 13. Non-exclusivity; Survival of Rights; Insurance;
Primacy of Indemnification; Subrogation.


 


(a)       The
rights of indemnification and to receive advancement as provided by this Agreement shall not be deemed exclusive of any other rights to
which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a
resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or
restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate
Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision,
permits greater indemnification or advancement than would be afforded currently under the Charter, Bylaws and this Agreement, it is the
intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or
remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right
or remedy.


 


(b)       To the
extent that the Company maintains an insurance policy or policies providing liability insurance for directors, managers, partners, officers,
employees, agents or trustees of the Company or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance
with its or their terms to the maximum extent of the coverage available for any such director, manager, partner, officer, employee, agent
or trustee under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company
has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to
the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance
with the terms of such policies.


 


(c)       [The
Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided
by [ ] and certain of its affiliates (collectively, the “Secondary Indemnitors”). The Company hereby agrees (i)
that it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the
Secondary Indemnitors to advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee
are secondary), (ii) that it shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for
the full amount of all Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as
required by the terms of this Agreement and the Charter and/or Bylaws (or any other agreement between the Company and Indemnitee),
without regard to any rights Indemnitee may have against the Secondary Indemnitors, and (iii) that it irrevocably waives,
relinquishes and releases the Secondary Indemnitors from any and all claims against the Secondary Indemnitors for contribution,
subrogation or any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the
Secondary Indemnitors on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the
Company shall affect the foregoing and the Secondary Indemnitors shall have a right of contribution and/or be subrogated to the
extent of such advancement or payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee
agree that the Secondary Indemnitors are express third party beneficiaries of the terms of this Section 13(c).]


 






    10 


     


    

 


(d)       [Except
as provided in paragraph (c) above,] in the event of any payment under this Agreement, the Company shall be subrogated to the extent of
such payment to all of the rights of recovery of Indemnitee [(other than against the Secondary Indemnitors)], who shall execute all papers
required and take all action necessary to secure such rights, including execution of such documents as are necessary to enable the Company
to bring suit to enforce such rights.


(e)       [Except
as provided in paragraph (c) above,] the Company’s obligation to provide indemnification or advancement hereunder to Indemnitee
who is or was serving at the request of the Company as a director, manager, partner, officer, employee, agent or trustee of any other
Enterprise shall be reduced by any amount Indemnitee has actually received as indemnification or advancement from such other Enterprise.


 


Section 14.  Duration of Agreement. This
Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have ceased to
serve as a director of the Company or (b) one (1) year after the final termination of any Proceeding, including any appeal, then pending
in respect of which Indemnitee is granted rights of indemnification or advancement hereunder and of any proceeding commenced by Indemnitee
pursuant to Section 12 of this Agreement relating thereto. This Agreement shall be binding upon the Company and its successors and assigns
and shall inure to the benefit of Indemnitee and his or her heirs, executors and administrators. The Company shall require and cause any
successor (whether direct or indirect by purchase, merger, consolidation or otherwise) to all, substantially all or a substantial part,
of the business and/or assets of the Company, by written agreement in form and substance satisfactory to Indemnitee, expressly to assume
and agree to perform this Agreement in the same manner and to the same extent that the Company would be required to perform if no such
succession had taken place.


 


Section 15.  Severability. If any provision
or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality
and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this
Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable)
shall not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision
or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent
of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each
portion of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself
invalid, illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 






    11 


     


    

 


Section 16.  Enforcement.


 


(a)       The
Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order
to induce Indemnitee to serve or continue to serve as a director of the Company, and the Company acknowledges that Indemnitee is relying
upon this Agreement in serving as a director of the Company.


 


(b)       This
Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided,
however, that this Agreement is a supplement to and in furtherance of the Charter, the Bylaws and applicable law, and shall not
be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


Section 17.  Modification and Waiver.
No supplement, modification or amendment, or waiver of any provision, of this Agreement shall be binding unless executed in writing by
the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions
of this Agreement nor shall any waiver constitute a continuing waiver. No supplement, modification or amendment of this Agreement or of
any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by
such Indemnitee prior to such supplement, modification or amendment.


 


Section 18.  Notice by Indemnitee. Indemnitee
agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint, indictment, information
or other document relating to any Proceeding or matter which may be subject to indemnification, reimbursement or advancement as provided
hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company of any obligation which it may have to Indemnitee
under this Agreement or otherwise.


 


Section 19.  Notices. All notices, requests,
demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered
by hand and receipted for by the party to whom said notice or other communication shall have been directed, (ii) mailed by certified or
registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (iii) mailed by reputable overnight
courier and receipted for by the party to whom said notice or other communication shall have been directed or (iv) sent by facsimile transmission,
with receipt of oral confirmation that such transmission has been received:


 


(a)       If to
Indemnitee, at such address as Indemnitee shall provide to the Company.


 


(b)       If to the Company
to:


 


Aerovate Therapeutics, Inc.


200 Berkeley Street, Floor 18


Boston, MA 02116


Attention: Chief Financial Officer


 


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


 






    12 


     


    

 


Section 20.  Contribution. To the fullest
extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason
whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments,
fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding in such
proportion as is deemed fair and reasonable in light of all of the circumstances in order to reflect (i) the relative benefits received
by the Company and Indemnitee in connection with the event(s) and/or transaction(s) giving rise to such Proceeding; and/or (ii) the relative
fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transactions.


 


Section 21.  Internal Revenue Code Section
409A. The Company intends for this Agreement to comply with the Indemnification exception under Section 1.409A-1(b)(10) of the regulations
promulgated under the Internal Revenue Code of 1986, as amended (the “Code”), which provides that indemnification of,
or the purchase of an insurance policy providing for payments of, all or part of the expenses incurred or damages paid or payable by Indemnitee
with respect to a bona fide claim against Indemnitee or the Company do not provide for a deferral of compensation, subject to Section
409A of the Code, where such claim is based on actions or failures to act by Indemnitee in his or her capacity as a service provider of
the Company. The parties intend that this Agreement be interpreted and construed with such intent.


 


Section 22.  Applicable Law and Consent to Jurisdiction.
This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance with, the laws
of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced by Indemnitee
pursuant to Section 12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree that any action
or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court, and not in any other state
or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive jurisdiction
of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii) consent to
service of process at the address set forth in Section 19 of this Agreement with the same legal force and validity as if served upon
such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding
in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the
Delaware Court has been brought in an improper or inconvenient forum.


 


Section 23.  Headings. The headings
of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or
to affect the construction thereof. 


 






    13 


     


    

 


Section 24.  Identical
Counterparts. This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be
an original but all of which together shall constitute one and the same Agreement. Only one such counterpart signed by the party
against whom enforceability is sought needs to be produced to evidence the existence of this Agreement.


 


[Remainder of Page Intentionally Left Blank]


 






    14 


     


    

 


IN WITNESS WHEREOF, the parties have caused this
Agreement to be signed as of the day and year first above written.


 


	 	AEROVATE THERAPEUTICS, INC.







 


	 	By:	 




	 	 	Name:




	 	 	Title:







 


	 	 	 







	 	 	[Name of Indemnitee]







 



     


     


    




 


 


 


AEROVATE
therapeutics, INC.


 


[FORM
OF] OFFICER INDEMNIFICATION AGREEMENT


 


This Indemnification Agreement (“Agreement”)
is made as of [Date] by and between Aerovate Therapeutics, Inc., a Delaware corporation (the “Company”), and [Officer
Name] (“Indemnitee”). 1


 


RECITALS


 


WHEREAS, the Company desires to attract and retain
the services of highly qualified individuals, such as Indemnitee, to serve the Company;


 


WHEREAS, in order to induce Indemnitee to provide
or continue to provide services to the Company, the Company wishes to provide for the indemnification of, and advancement of expenses
to, Indemnitee to the maximum extent permitted by law;


 


WHEREAS, the Amended and Restated Certificate of
Incorporation (as amended and in effect from time to time, the “Charter”) and the Amended and Restated Bylaws (as amended
and in effect from time to time, the “Bylaws”) of the Company require indemnification of the officers and directors
of the Company, and Indemnitee may also be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware
(the “DGCL”);


 


WHEREAS, the Charter, the Bylaws and the DGCL expressly
provide that the indemnification provisions set forth therein are not exclusive, and thereby contemplate that contracts may be entered
into between the Company and members of the board of directors, officers and other persons with respect to indemnification;


 


WHEREAS, the Board of Directors of the Company
(the “Board”) has determined that the increased difficulty in attracting and retaining highly qualified persons such
as Indemnitee is detrimental to the best interests of the Company’s stockholders;


 


WHEREAS, it is reasonable and prudent for the Company
contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons to the fullest extent permitted by applicable
law, regardless of any amendment or revocation of the Charter or the Bylaws, so that they will serve or continue to serve the Company
free from undue concern that they will not be so indemnified; and


 


WHEREAS, this Agreement is a supplement to and
in furtherance of the indemnification provided in the Charter, the Bylaws and any resolutions adopted pursuant thereto, and shall not
be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


 






1 NTD: To be entered
into with all C-level officers and Section 16 officers.


 






     


     


    

 


NOW, THEREFORE, in consideration of the premises
and the covenants contained herein, the Company and Indemnitee do hereby covenant and agree as follows:


 


Section 1.         Services to the Company. Indemnitee
agrees to [continue to] serve as [a director and] an officer of the Company. Indemnitee may at any time and for any reason resign from
[any] such position (subject to any other contractual obligation or any obligation imposed by law), in which event the Company shall
have no obligation under this Agreement to continue Indemnitee in such position. This Agreement shall not be deemed an employment contract
between the Company (or any of its subsidiaries or any Enterprise) and Indemnitee.


 


Section 2.        Definitions.


 


As used in this Agreement:


 


(a)       “Change
in Control” shall mean (i) the sale of all or substantially all of the assets of the Company on a consolidated basis to an
unrelated person or entity, (ii) a merger, reorganization or consolidation pursuant to which the holders of the Company’s outstanding
voting power and outstanding stock immediately prior to such transaction do not own a majority of the outstanding voting power and outstanding
stock or other equity interests of the resulting or successor entity (or its ultimate parent, if applicable) immediately upon completion
of such transaction, (iii) the sale of all of the Stock of the Company to an unrelated person, entity or group thereof acting in concert,
or (iv) any other transaction in which the owners of the Company’s outstanding voting power immediately prior to such transaction
do not own at least a majority of the outstanding voting power of the Company or any successor entity immediately upon completion of
the transaction other than as a result of the acquisition of securities directly from the Company.


 


(b)       “Corporate
Status” describes the status of a person as a current or former [director or] officer of the Company or current or former director,
manager, partner, officer, employee, agent or trustee of any other Enterprise which such person is or was serving at the request of the
Company.


 


(c)       “Enforcement
Expenses” shall include all reasonable attorneys’ fees, court costs, transcript costs, fees of experts, travel expenses,
duplicating costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other out-of-pocket disbursements
or expenses of the types customarily incurred in connection with an action to enforce indemnification or advancement rights, or an appeal
from such action. Expenses, however, shall not include fees, salaries, wages or benefits owed to Indemnitee.


 


(d)       “Enterprise”
shall mean any corporation (other than the Company), partnership, joint venture, trust, employee benefit plan, limited liability company,
or other legal entity of which Indemnitee is or was serving at the request of the Company as a director, manager, partner, officer, employee,
agent or trustee.


 


(e)       “Expenses”
shall include all reasonable attorneys’ fees, court costs, transcript costs, fees of experts, travel expenses, duplicating
costs, printing and binding costs, telephone charges, postage, delivery service fees, and all other out-of-pocket 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 or an appeal resulting from a
Proceeding. Expenses, however, shall not include amounts paid in settlement by Indemnitee, the amount of judgments or fines against
Indemnitee or fees, salaries, wages or benefits owed to Indemnitee.


 






    2 


     


    

 


(f)       “Independent
Counsel” means a law firm, or a partner (or, if applicable, member or shareholder) of such a law firm, that is experienced in
matters of Delaware corporation law and neither presently is, nor in the past five (5) years has been, retained to represent: (i) the
Company, any subsidiary of the Company, any Enterprise or Indemnitee in any matter material to any such party; or (ii) any other party
to the Proceeding giving rise to a claim for indemnification hereunder. Notwithstanding the foregoing, the term “Independent Counsel”
shall not include any person who, under the applicable standards of professional conduct then prevailing, would have a conflict of interest
in representing either the Company or Indemnitee in an action to determine Indemnitee’s rights under this Agreement. The Company
agrees to pay the reasonable fees and expenses of the Independent Counsel referred to above and to fully indemnify such counsel against
any and all expenses, claims, liabilities and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


(g)       The
term “Proceeding” shall include any threatened, pending or completed action, suit, arbitration, alternate dispute resolution
mechanism, investigation, inquiry, administrative hearing or any other actual, threatened or completed proceeding, whether brought in
the right of the Company or otherwise and whether of a civil, criminal, administrative, regulatory or investigative nature, and whether
formal or informal, in which Indemnitee was, is or will be involved as a party or otherwise by reason of the fact that Indemnitee is or
was [a director or] an officer of the Company or is or was serving at the request of the Company as a director, manager, partner, officer,
employee, agent or trustee of any Enterprise or by reason of any action taken by Indemnitee or of any action taken on his or her part
while acting as [a director or] an officer of the Company or while serving at the request of the Company as a director, manager, partner,
officer, employee, agent or trustee of any Enterprise, in each case whether or not serving in such capacity at the time any liability
or expense is incurred for which indemnification, reimbursement or advancement of expenses can be provided under this Agreement; provided,
however, that the term “Proceeding” shall not include any action, suit or arbitration, or part thereof, initiated by
Indemnitee to enforce Indemnitee’s rights under this Agreement as provided for in Section 12(a) of this Agreement.


 


Section 3.        Indemnity in Third-Party Proceedings.
The Company shall indemnify Indemnitee to the extent set forth in this Section 3 if Indemnitee is, or is threatened to be made, a party
to or a participant in any Proceeding, other than a Proceeding by or in the right of the Company to procure a judgment in its favor. Pursuant
to this Section 3, Indemnitee shall be indemnified against all Expenses, judgments, fines, penalties, excise taxes, and amounts paid in
settlement actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding or any claim, issue
or matter therein, if Indemnitee acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best
interests of the Company and, in the case of a criminal proceeding, had no reasonable cause to believe that his or her conduct was unlawful.


 






    3 


     


    

 


Section 4.        Indemnity in Proceedings by or
in the Right of the Company. The Company shall indemnify Indemnitee to the extent set forth in this Section 4 if Indemnitee is, or
is threatened to be made, a party to or a participant in any Proceeding by or in the right of the Company to procure a judgment in its
favor. Pursuant to this Section 4, Indemnitee shall be indemnified against all Expenses actually and reasonably incurred by Indemnitee
or on his or her behalf in connection with such Proceeding or any claim, issue or matter therein, if Indemnitee acted in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. No indemnification for Expenses
shall be made under this Section 4 in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudged by
a court to be liable to the Company, unless and only to the extent that the Delaware Court of Chancery (the “Delaware Court”)
shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, Indemnitee
is fairly and reasonably entitled to indemnification for such expenses as the Delaware Court shall deem proper.


 


Section 5.        Indemnification for Expenses of
a Party Who is Wholly or Partly Successful. Notwithstanding any other provisions of this Agreement and except as provided in Section
7, to the extent that Indemnitee is a party to or a participant in any Proceeding and is successful in such Proceeding or in defense of
any claim, issue or matter therein, the Company shall indemnify Indemnitee against all Expenses actually and reasonably incurred by him
or her in connection therewith. If Indemnitee is not wholly successful in such Proceeding but is successful as to one or more but less
than all claims, issues or matters in such Proceeding, the Company shall indemnify Indemnitee against all Expenses actually and reasonably
incurred by Indemnitee or on his or her behalf in connection with each successfully resolved claim, issue or matter. For purposes of this
Section and without limitation, the termination of any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice,
shall be deemed to be a successful result as to such claim, issue or matter.


 


Section 6.        Reimbursement for Expenses of
a Witness or in Response to a Subpoena. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee, by reason
of his or her Corporate Status, (i) is a witness in any Proceeding to which Indemnitee is not a party and is not threatened to be made
a party or (ii) receives a subpoena with respect to any Proceeding to which Indemnitee is not a party and is not threatened to be made
a party, the Company shall reimburse Indemnitee for all Expenses actually and reasonably incurred by him or her or on his or her behalf
in connection therewith.


 


Section 7.        Exclusions. Notwithstanding
any provision in this Agreement to the contrary, the Company shall not be obligated under this Agreement:


 


(a)              
to indemnify for amounts otherwise indemnifiable hereunder (or for which advancement is provided hereunder) if and to the extent
that Indemnitee has otherwise actually received such amounts under any insurance policy, contract, agreement or otherwise;


 


(b)               to
indemnify for an accounting of profits made from the purchase and sale (or sale and purchase) by Indemnitee of securities of the
Company within the meaning of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of state
statutory law or common law, or from the purchase or sale by Indemnitee of such securities in violation of Section 306 of the
Sarbanes-Oxley Act of 2002 (“SOX”);


 






    4 


     


    

 


(c)              
to indemnify for any reimbursement of, or payment to, the Company by Indemnitee of any bonus or other incentive-based or equity-based
compensation or of any profits realized by Indemnitee from the sale of securities of the Company pursuant to Section 304 of SOX or any
formal policy of the Company adopted by the Board (or a committee thereof), or any other remuneration paid to Indemnitee if it shall be
determined by a final judgment or other final adjudication that such remuneration was in violation of law;


 


(d)              
to indemnify with respect to any Proceeding, or part thereof, brought by Indemnitee against the Company, any legal entity which
it controls, any director or officer thereof or any third party, unless (i) the Board has consented to the initiation of such Proceeding
or part thereof and (ii) the Company provides the indemnification, in its sole discretion, pursuant to the powers vested in the Company
under applicable law; provided, however, that this Section 7(d) shall not apply to (A) counterclaims or affirmative defenses
asserted by Indemnitee in an action brought against Indemnitee or (B) any action brought by Indemnitee for indemnification or advancement
from the Company under this Agreement or under any directors’ and officers’ liability insurance policies maintained by the
Company in the suit for which indemnification or advancement is being sought as described in Section 12; or


 


(e)              
to provide any indemnification or advancement of expenses that is prohibited by applicable law (as such law exists at the time
payment would otherwise be required pursuant to this Agreement).


 


 


Section 8.        Advancement of Expenses. Subject
to Section 9(b), the Company shall advance, to the extent not prohibited by law, the Expenses incurred by Indemnitee in connection with
any Proceeding, and such advancement shall be made as incurred, and such advancement shall be made within thirty (30) days after the receipt
by the Company of a statement or statements requesting such advances (including any invoices received by Indemnitee, which such invoices
may be redacted as necessary to avoid the waiver of any privilege accorded by applicable law) from time to time, whether prior to or after
final disposition of any Proceeding. Advances shall be unsecured and interest free. Advances shall be made without regard to Indemnitee’s
(i) ability to repay the expenses, (ii) ultimate entitlement to indemnification under the other provisions of this Agreement, and (iii)
entitlement to and availability of insurance coverage, including advancement, payment or reimbursement of defense costs, expenses of covered
loss under the provisions of any applicable insurance policy (including , without limitation, whether such advancement, payment or reimbursement
is withheld, conditioned or delayed by the insurer(s)). Indemnitee shall qualify for advances upon the execution and delivery to the Company
of this Agreement which shall constitute an undertaking providing that Indemnitee undertakes to the fullest extent required by law to
repay the advance if and to the extent that it is ultimately determined by a court of competent jurisdiction in a final judgment, not
subject to appeal, that Indemnitee is not entitled to be indemnified by the Company. The right to advances under this paragraph shall
in all events continue until final disposition of any Proceeding, including any appeal therein. Nothing in this Section 8 shall limit
Indemnitee’s right to advancement pursuant to Section 12(e) of this Agreement.


 






    5 


     


    

 


Section 9.        Procedure for Notification and Defense
of Claim.


 


(a)       To obtain
indemnification under this Agreement, Indemnitee shall submit to the Company a written request therefor specifying the basis for the claim,
the amounts for which Indemnitee is seeking payment under this Agreement, and all documentation related thereto as reasonably requested
by the Company.


 


(b)       In the
event that the Company shall be obligated hereunder to provide indemnification for or make any advancement of Expenses with respect to
any Proceeding, the Company shall be entitled to assume the defense of such Proceeding, or any claim, issue or matter therein, with counsel
approved by Indemnitee (which approval shall not be unreasonably withheld or delayed) upon the delivery to Indemnitee of written notice
of the Company’s election to do so. After delivery of such notice, approval of such counsel by Indemnitee and the retention of such
counsel by the Company, the Company will not be liable to Indemnitee under this Agreement for any fees or expenses of separate counsel
subsequently employed by or on behalf of Indemnitee with respect to the same Proceeding; provided that (i) Indemnitee shall have
the right to employ separate counsel in any such Proceeding at Indemnitee’s expense and (ii) if (A) the employment of separate counsel
by Indemnitee has been previously authorized by the Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict
of interest between the Company and Indemnitee in the conduct of such defense, or (C) the Company shall not continue to retain such counsel
to defend such Proceeding, then the fees and expenses actually and reasonably incurred by Indemnitee with respect to his or her separate
counsel shall be Expenses hereunder.


 


(c)        In
the event that the Company does not assume the defense in a Proceeding pursuant to paragraph (b) above, then the Company will be entitled
to participate in the Proceeding at its own expense.


 


(d)        The
Company shall not be liable to indemnify Indemnitee under this Agreement for any amounts paid in settlement of any Proceeding effected
without its prior written consent (which consent shall not be unreasonably withheld or delayed). The Company shall not, without the prior
written consent of Indemnitee (which consent shall not be unreasonably withheld or delayed), enter into any settlement which (i) includes
an admission of fault of Indemnitee, any non-monetary remedy imposed on Indemnitee or any monetary damages for which Indemnitee is not
wholly and actually indemnified hereunder or (ii) with respect to any Proceeding with respect to which Indemnitee may be or is made a
party or may be otherwise entitled to seek indemnification hereunder, does not include the full release of Indemnitee from all liability
in respect of such Proceeding.


 






    6 


     


    

 


Section 10.        Procedure Upon Application for Indemnification.2


 


(a)       Upon
written request by Indemnitee for indemnification pursuant to Section 9(a), a determination, if such determination is required by
applicable law, with respect to Indemnitee’s entitlement to indemnification hereunder shall be made in the specific case by
one of the following methods: [(x) if a Change in Control shall have occurred and indemnification is being requested by Indemnitee
hereunder in his or her capacity as a director of the Company, by Independent Counsel in a written opinion to the Board; or (y) in
any other case,] (i) by a majority vote of the disinterested directors, even though less than a quorum; (ii) by a committee of
disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum; or (iii) if
there are no disinterested directors or if the disinterested directors so direct, by Independent Counsel in a written opinion to the
Board. For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or
proceeding in respect of which indemnification is sought. In the case that such determination is made by Independent Counsel, a copy
of Independent Counsel’s written opinion shall be delivered to Indemnitee and, if it is so determined that Indemnitee is
entitled to indemnification, payment to Indemnitee shall be made within thirty (30) days after such determination. Indemnitee shall
cooperate with the Independent Counsel or the Company, as applicable, in making such determination with respect to
Indemnitee’s entitlement to indemnification, including providing to such counsel or the Company, upon reasonable advance
request, any documentation or information which is not privileged or otherwise protected from disclosure and which is reasonably
available to Indemnitee and reasonably necessary to such determination. Any out-of-pocket costs or expenses (including reasonable
attorneys’ fees and disbursements) actually and reasonably incurred by Indemnitee in so cooperating with the Independent
Counsel or the Company shall be borne by the Company (irrespective of the determination as to Indemnitee’s entitlement to
indemnification) and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 


(b)       If the
determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 10(a), the Independent Counsel
shall be selected by the Board[; provided that, if a Change in Control shall have occurred and indemnification is being requested
by Indemnitee hereunder in his or her capacity as a director of the Company, the Independent Counsel shall be selected by Indemnitee].
Indemnitee [or the Company, as the case may be,] may, within ten (10) days after written notice of such selection, deliver to the Company
[or Indemnitee, as the case may be,] a written objection to such selection; provided, however, that such objection may be
asserted only on the ground that the Independent Counsel so selected does not meet the requirements of “Independent Counsel”
as defined in Section 2 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent
a proper and timely objection, the person so selected shall act as Independent Counsel. If such written objection is so made and substantiated,
the Independent Counsel so selected may not serve as Independent Counsel unless and until such objection is withdrawn or the Delaware
Court has determined that such objection is without merit. If, within twenty (20) days after the later of (i) submission by Indemnitee
of a written request for indemnification pursuant to Section 9(a), and (ii) the final disposition of the Proceeding, including any appeal
therein, no Independent Counsel shall have been selected without objection, either Indemnitee or the Company may petition the Delaware
Court for resolution of any objection which shall have been made by Indemnitee or the Company to the selection of Independent Counsel
and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall designate.
The person with respect to whom all objections are so resolved or the person so appointed shall act as Independent Counsel under Section
10(a) hereof. Upon the due commencement of any judicial proceeding or arbitration pursuant to Section 12(a) of this Agreement, Independent
Counsel shall be discharged and relieved of any further responsibility in such capacity (subject to the applicable standards of professional
conduct then prevailing).


 


 






2 NTD: Bracketed
portions for CEO Director version only


 






    7 


     


    

 


Section 11.        Presumptions and Effect of Certain
Proceedings.


 


(a)       To the
extent permitted by applicable law, in making a determination with respect to entitlement to indemnification hereunder, it shall be presumed
that Indemnitee is entitled to indemnification under this Agreement if Indemnitee has submitted a request for indemnification in accordance
with Section 9(a) of this Agreement, and the Company shall have the burden of proof to overcome that presumption in connection with the
making of any determination contrary to that presumption. Neither (i) the failure of the Company or of Independent Counsel to have made
a determination prior to the commencement of any action pursuant to this Agreement that indemnification is proper in the circumstances
because Indemnitee has met the applicable standard of conduct, nor (ii) an actual determination by the Company or by Independent Counsel
that Indemnitee has not met such applicable standard of conduct, shall be a defense to the action or create a presumption that Indemnitee
has not met the applicable standard of conduct.


 


(b)       The
termination of any Proceeding or of any claim, issue or matter therein, by judgment, order, settlement or conviction, or upon a plea of
guilty, nolo contendere or its equivalent, shall not (except as otherwise expressly provided in this Agreement) of itself adversely
affect the right of Indemnitee to indemnification or create a presumption that Indemnitee did not act in good faith and in a manner which
he or she reasonably believed to be in or not opposed to the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his or her conduct was unlawful.


 


(c)       The
knowledge and/or actions, or failure to act, of any director, manager, partner, officer, employee, agent or trustee of the Company, any
subsidiary of the Company, or any Enterprise shall not be imputed to Indemnitee for purposes of determining the right to indemnification
under this Agreement.


 


Section 12.        Remedies of Indemnitee.


 


(a)       Subject
to Section 12(f), in the event that (i) a determination is made pursuant to Section 10 of this Agreement that Indemnitee is not
entitled to indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 8 of this
Agreement, (iii) no determination of entitlement to indemnification shall have been made pursuant to Section 10(a) of this Agreement
within sixty (60) days after receipt by the Company of the request for indemnification for which a determination is to be made other
than by Independent Counsel, (iv) payment of indemnification or reimbursement of expenses is not made pursuant to Section 5 or 6 or
the last sentence of Section 10(a) of this Agreement within thirty (30) days after receipt by the Company of a written request
therefor (including any invoices received by Indemnitee, which such invoices may be redacted as necessary to avoid the waiver of any
privilege accorded by applicable law) or (v) payment of indemnification pursuant to Section 3 or 4 of this Agreement is not made
within thirty (30) days after a determination has been made that Indemnitee is entitled to indemnification, Indemnitee shall be
entitled to an adjudication by the Delaware Court of his or her entitlement to such indemnification or advancement. Alternatively,
Indemnitee, at his or her option, may seek an award in arbitration to be conducted by a single arbitrator pursuant to the Commercial
Arbitration Rules of the American Arbitration Association. Indemnitee shall commence such proceeding seeking an adjudication or an
award in arbitration within 180 days following the date on which Indemnitee first has the right to commence such proceeding pursuant
to this Section 12(a); provided, however, that the foregoing time limitation shall not apply in respect of a
proceeding brought by Indemnitee to enforce his or her rights under Section 5 of this Agreement. The Company shall not oppose
Indemnitee’s right to seek any such adjudication or award in arbitration.


 






    8 


     


    

 


(b)       In the
event that a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is not entitled to indemnification,
any judicial proceeding or arbitration commenced pursuant to this Section 12 shall be conducted in all respects as a de novo trial, or
arbitration, on the merits and Indemnitee shall not be prejudiced by reason of that adverse determination. In any judicial proceeding
or arbitration commenced pursuant to this Section 12, the Company shall have the burden of proving Indemnitee is not entitled to indemnification
or advancement, as the case may be.


 


(c)        If
a determination shall have been made pursuant to Section 10(a) of this Agreement that Indemnitee is entitled to indemnification, the Company
shall be bound by such determination in any judicial proceeding or arbitration commenced pursuant to this Section 12, absent (i) a misstatement
by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s statement not materially misleading,
in connection with the request for indemnification, or (ii) a prohibition of such indemnification under applicable law.


 


(d)       The
Company shall be precluded from asserting in any judicial proceeding or arbitration commenced pursuant to this Section 12 that the procedures
and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court or before any such arbitrator
that the Company is bound by all the provisions of this Agreement.


 


(e)       The
Company shall indemnify Indemnitee to the fullest extent permitted by law against any and all Enforcement Expenses and, if requested by
Indemnitee, shall (within thirty (30) days after receipt by the Company of a written request therefor) advance, to the extent not prohibited
by law, such Enforcement Expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee
for indemnification or advancement from the Company under this Agreement or under any directors’ and officers’ liability insurance
policies maintained by the Company in the suit for which indemnification or advancement is being sought. Such written request for advancement
shall include invoices received by Indemnitee in connection with such Enforcement Expenses but, in the case of invoices in connection
with legal services, any references to legal work performed or to expenditures made that would cause Indemnitee to waive any privilege
accorded by applicable law need not be included with the invoice.


 


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


 






    9 


     


    

 


Section 13.        Non-exclusivity; Survival of Rights; Insurance;
Subrogation.


 


(a)       The
rights of indemnification and to receive advancement as provided by this Agreement shall not be deemed exclusive of any other rights to
which Indemnitee may at any time be entitled under applicable law, the Charter, the Bylaws, any agreement, a vote of stockholders or a
resolution of directors, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof shall limit or
restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his or her Corporate
Status prior to such amendment, alteration or repeal. To the extent that a change in Delaware law, whether by statute or judicial decision,
permits greater indemnification or advancement than would be afforded currently under the Charter, Bylaws and this Agreement, it is the
intent of the parties hereto that Indemnitee shall enjoy by this Agreement the greater benefits so afforded by such change. No right or
remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be cumulative
and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise. The assertion
or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of any other right
or remedy.


 


(b)       To the
extent that the Company maintains an insurance policy or policies providing liability insurance for directors, managers, partners, officers,
employees, agents or trustees of the Company or of any other Enterprise, Indemnitee shall be covered by such policy or policies in accordance
with its or their terms to the maximum extent of the coverage available for any such director, manager, partner, officer, employee, agent
or trustee under such policy or policies. If, at the time of the receipt of a notice of a claim pursuant to the terms hereof, the Company
has director and officer liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to
the insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or
desirable action to cause such insurers to pay, on behalf of Indemnitee, all amounts payable as a result of such proceeding in accordance
with the terms of such policies.


 


(c)       In
the event of any payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights of recovery
of Indemnitee, who shall execute all papers required and take all action necessary to secure such rights, including execution of such
documents as are necessary to enable the Company to bring suit to enforce such rights.


 


(d)       The
Company’s obligation to provide indemnification or advancement hereunder to Indemnitee who is or was serving at the request of the
Company as a director, manager, partner, officer, employee, agent or trustee of any other Enterprise shall be reduced by any amount Indemnitee
has actually received as indemnification or advancement from such other Enterprise.


 


Section 14.         Duration of Agreement.
This Agreement shall continue until and terminate upon the later of: (a) ten (10) years after the date that Indemnitee shall have
ceased to serve as [both a director and] an officer of the Company or (b) one (1) year after the final termination of any
Proceeding, including any appeal, then pending in respect of which Indemnitee is granted rights of indemnification or advancement
hereunder and of any proceeding commenced by Indemnitee pursuant to Section 12 of this Agreement relating thereto. This Agreement
shall be binding upon the Company and its successors and assigns and shall inure to the benefit of Indemnitee and his or her heirs,
executors and administrators. The Company shall require and cause any successor (whether direct or indirect by purchase, merger,
consolidation or otherwise) to all, substantially all or a substantial part, of the business and/or assets of the Company, by
written agreement in form and substance satisfactory to Indemnitee, expressly to assume and agree to perform this Agreement in the
same manner and to the same extent that the Company would be required to perform if no such succession had taken place.


 






    10 


     


    

 


Section 15.        Severability. If any provision
or provisions of this Agreement shall be held to be invalid, illegal or unenforceable for any reason whatsoever: (a) the validity, legality
and enforceability of the remaining provisions of this Agreement (including, without limitation, each portion of any section of this Agreement
containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid, illegal or unenforceable) shall
not in any way be affected or impaired thereby and shall remain enforceable to the fullest extent permitted by law; (b) such provision
or provisions shall be deemed reformed to the extent necessary to conform to applicable law and to give the maximum effect to the intent
of the parties hereto; and (c) to the fullest extent possible, the provisions of this Agreement (including, without limitation, each portion
of any section of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that is not itself invalid,
illegal or unenforceable) shall be construed so as to give effect to the intent manifested thereby.


 


Section 16.        Enforcement.


 


(a)       The
Company expressly confirms and agrees that it has entered into this Agreement and assumed the obligations imposed on it hereby in order
to induce Indemnitee to serve or continue to serve as [a director and] an officer of the Company, and the Company acknowledges that Indemnitee
is relying upon this Agreement in serving as [a director and] an officer of the Company.


 


(b)       This
Agreement constitutes the entire agreement between the parties hereto with respect to the subject matter hereof and supersedes all prior
agreements and understandings, oral, written and implied, between the parties hereto with respect to the subject matter hereof; provided,
however, that this Agreement is a supplement to and in furtherance of the Charter, the Bylaws and applicable law, and shall not
be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder.


 


Section 17.        Modification and Waiver.
No supplement, modification or amendment, or waiver of any provision, of this Agreement shall be binding unless executed in writing by
the parties thereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provisions
of this Agreement nor shall any waiver constitute a continuing waiver. No supplement, modification or amendment of this Agreement or of
any provision hereof shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by
such Indemnitee prior to such supplement, modification or amendment.


 






    11 


     


    

 


Section 18.        Notice by Indemnitee.
Indemnitee agrees promptly to notify the Company in writing upon being served with any summons, citation, subpoena, complaint,
indictment, information or other document relating to any Proceeding or matter which may be subject to indemnification,
reimbursement or advancement as provided hereunder. The failure of Indemnitee to so notify the Company shall not relieve the Company
of any obligation which it may have to Indemnitee under this Agreement or otherwise.


 


Section 19.        Notices. All notices, requests,
demands and other communications under this Agreement shall be in writing and shall be deemed to have been duly given if (i) delivered
by hand and receipted for by the party to whom said notice or other communication shall have been directed, (ii) mailed by certified or
registered mail with postage prepaid, on the third business day after the date on which it is so mailed, (iii) mailed by reputable overnight
courier and receipted for by the party to whom said notice or other communication shall have been directed or (iv) sent by facsimile transmission,
with receipt of oral confirmation that such transmission has been received:


 


(a)       If to
Indemnitee, at such address as Indemnitee shall provide to the Company.


 


(b)       If to the Company
to:


 


Aerovate Therapeutics, Inc.


200 Berkeley Street, Floor 18


Boston, MA 02116


Attention: Chief Financial Officer


 


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


 


Section 20.        Contribution. To the fullest
extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to Indemnitee for any reason
whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee, whether for judgments,
fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with any Proceeding in such
proportion as is deemed fair and reasonable in light of all of the circumstances in order to reflect (i) the relative benefits received
by the Company and Indemnitee in connection with the event(s) and/or transaction(s) giving rise to such Proceeding; and/or (ii) the relative
fault of the Company (and its directors, officers, employees and agents) and Indemnitee in connection with such event(s) and/or transactions.


 


Section 21.        Internal Revenue Code Section
409A. The Company intends for this Agreement to comply with the Indemnification exception under Section 1.409A-1(b)(10) of the regulations
promulgated under the Internal Revenue Code of 1986, as amended (the “Code”), which provides that indemnification of,
or the purchase of an insurance policy providing for payments of, all or part of the expenses incurred or damages paid or payable by Indemnitee
with respect to a bona fide claim against Indemnitee or the Company do not provide for a deferral of compensation, subject to Section
409A of the Code, where such claim is based on actions or failures to act by Indemnitee in his or her capacity as a service provider of
the Company. The parties intend that this Agreement be interpreted and construed with such intent.


 






    12 


     


    

 


Section 22.        Applicable Law and Consent to
Jurisdiction. This Agreement and the legal relations among the parties shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware, without regard to its conflict of laws rules. Except with respect to any arbitration commenced
by Indemnitee pursuant to Section 12(a) of this Agreement, the Company and Indemnitee hereby irrevocably and unconditionally (i) agree
that any action or proceeding arising out of or in connection with this Agreement shall be brought only in the Delaware Court, and not
in any other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive
jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii)
consent to service of process at the address set forth in Section 19 of this Agreement with the same legal force and validity as if served
upon such party personally within the State of Delaware, (iv) waive any objection to the laying of venue of any such action or proceeding
in the Delaware Court, and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Delaware
Court has been brought in an improper or inconvenient forum.


 


Section 23.        Headings. The headings of
the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to constitute part of this Agreement or to
affect the construction thereof.


 


Section 24.        Identical Counterparts. This
Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed to be an original but all of which
together shall constitute one and the same Agreement. Only one such counterpart signed by the party against whom enforceability is sought
needs to be produced to evidence the existence of this Agreement.


 


[Remainder of Page Intentionally Left Blank]


 






    13 


     


    

 


IN WITNESS WHEREOF, the parties have caused this
Agreement to be signed as of the day and year first above written.


 


	 	AEROVATE THERAPEUTICS, INC.




  


 


	 	By:	 
	 	 	Name:
	 	 	Title:







 


 


	    	[Name of Indemnitee]