Exhibit 10.3


 


INDEMNIFICATION AGREEMENT 


 


This INDEMNIFICATION AGREEMENT (this “Agreement”)
is made and entered into effective as of [●], by and between Healthcare Royalty, Inc., a Delaware corporation (the “Company”),
and [●], an individual (“Indemnitee”).


 


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


 


WHEREAS, Indemnitee is a director and/or officer of the Company;


 


WHEREAS, both the Company and Indemnitee recognize the increased risk
of litigation and other claims being asserted against directors and officers of public companies;


 


WHEREAS, the Company’s Amended and Restated Certificate of Incorporation
(“Certificate of Incorporation”) and Amended and Restated By-laws (“By-laws”) require the Company
to indemnify and advance expenses to its directors and officers to the extent provided therein, and Indemnitee serves as a director and/or
officer of the Company, in part, in reliance on such provisions in the Company’s Certificate of Incorporation and By-laws;


 


WHEREAS, the Company has determined that its inability to retain and
attract as directors and officers the most capable persons would be detrimental to the interests of the Company and that the Company therefore
should seek to assure such persons that indemnification and insurance coverage will be available in the future; and


 


WHEREAS, in recognition of Indemnitee’s need for substantial
protection against personal liability in order to enhance Indemnitee’s continued service to the Company in an effective manner and
Indemnitee’s reliance on the Certificate of Incorporation and By-laws, and in part to provide Indemnitee with specific contractual
assurance that the protection promised by the Company’s Certificate of Incorporation and By-laws will be available to Indemnitee
(regardless of, among other things, any amendment to or revocation of the applicable provisions of the Certificate of Incorporation or
By-laws, any change in the composition of the governing bodies of the Board of Directors of the Company (the “Board of Directors”),
or any acquisition transaction relating to the Company), the Company wishes to provide in this Agreement for the indemnification of and
the advancing of expenses to Indemnitee to the fullest extent (whether partial or complete) permitted by law and as set forth in this
Agreement, and, to the extent insurance is maintained, for the continued coverage of Indemnitee under the directors’ and officers’
liability insurance policy of the Company.


 


NOW, THEREFORE, in consideration of the premises and of Indemnitee’s
continuing to serve the Company directly on its behalf or at its request as an officer, director, manager, member, partner, tax matters
partner, fiduciary, or trustee of, or in any other capacity with, another Person (as defined below) or any employee benefit plan, and
intending to be legally bound hereby, the parties hereto agree as follows:


 


1. Certain Definitions:


 


(a)    Change in Control shall be
deemed to have occurred if (i) any “person” (as such term is used in Sections 13(d) and 14(d) of the Exchange Act),
other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned
directly or indirectly by the stockholders of the Company in substantially the same proportions as their ownership of stock of the
Company, is or becomes the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,
of securities of the Company representing fifteen percent (15%) or more of the total voting power represented by the Company’s
then outstanding Voting Securities, or (ii) during any period of two (2) consecutive years, individuals who at the
beginning of such period constitute the Board of Directors of the Company and any new director whose election by the Board of
Directors or nomination for election by the Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the
directors then still in office who either were directors at the beginning of the period or whose election or nomination for election
was previously so approved (the “Initial Board”), cease for any reason to constitute a majority thereof, or
(iii) the stockholders of the Company approve a merger or consolidation of the Company with any other entity, other than a
merger or consolidation that would result in the Voting Securities of the Company outstanding immediately prior thereto continuing
to represent (either by remaining outstanding or by being converted into Voting Securities of the surviving entity) at least fifty
percent (50%) of the total voting power represented by the Voting Securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation, or the stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of (in one transaction or a series of transactions) all or
substantially all of the Company’s assets.


 






     


     


    

 


(b)    Claim means any threatened, asserted,
pending, or completed civil, criminal, administrative, investigative, or other action, suit, or proceeding of any kind whatsoever, including
any arbitration or other alternative dispute resolution mechanism, or any appeal of any kind thereof, or any inquiry or investigation,
whether instituted by the Company, any governmental agency, or any other party, that Indemnitee in good faith believes might lead to the
institution of any such action, suit, or proceeding, whether civil, criminal, administrative, investigative, or other, including any arbitration
or other alternative dispute resolution mechanism.


 


(c)    DGCL means the General Corporation
Law of the State of Delaware.


 


(d)    Exchange Act means the Securities
Exchange Act of 1934, as amended.


 


(e)    ERISA means the Employee Retirement
Income Security Act of 1974, as amended.


 


(f)    Expenses means all direct or indirect
costs, expenses, and obligations, including attorneys’ fees, judgments, fines, penalties, interest, appeal bonds, amounts paid in
settlement with the approval of the Board of Directors, and counsel fees and disbursements (including, without limitation, experts’
fees, court costs, retainers, appeal bond premiums, transcript fees, duplicating, printing, and binding costs, as well as telecommunications,
postage, and courier charges), paid or incurred in connection with investigating, prosecuting, defending, being a witness in, or participating
in (including on appeal), or preparing to investigate, prosecute, defend, be a witness in, or participate in, any Claim relating to any
Indemnifiable Event, and shall include (without limitation) all attorneys’ fees and all other expenses incurred by or on behalf
of Indemnitee in connection with preparing and submitting any requests or statements for indemnification, advancement, or any other right
provided by this Agreement (including, without limitation, such fees or expenses incurred in connection with legal proceedings contemplated
by Section 2(d) hereof).


 


(g)    Indemnifiable Amounts means (i) any
and all liabilities, Expenses, damages, judgments, fines, penalties, ERISA excise taxes, and amounts paid in settlement (including all
interest, assessments, and other charges paid or payable in connection with or in respect of such liabilities, Expenses, damages, judgments,
fines, penalties, ERISA excise taxes, or amounts paid in settlement) arising out of or resulting from any Claim relating to an Indemnifiable
Event, (ii) any liability pursuant to a loan, guaranty or otherwise, for any indebtedness of the Company or any subsidiary of the
Company, including, without limitation, any indebtedness that the Company or any subsidiary of the Company has assumed or taken subject
to, and (iii) any liability that an Indemnitee incurs as a result of acting on behalf of the Company (whether as a fiduciary or otherwise)
in connection with the operation, administration, or maintenance of an employee benefit plan or any related trust or funding mechanism
(whether such liability is in the form of an excise tax assessed by the United States Internal Revenue Service, a penalty assessed by
the Department of Labor, restitution to such a plan or trust or other funding mechanism or to a participant or beneficiary of such plan,
trust, or other funding mechanism, or otherwise).


 


(h)    Indemnifiable Event means any event
or occurrence, whether occurring before, on, or after the date of this Agreement, related to the fact that Indemnitee is or was a director
or officer, employee, agent or fiduciary of the Company, or is or was serving on behalf of the Company at the request of the Company as
a director, officer, employee, manager, member, partner, tax matter partner, trustee, partnership representative, agent, fiduciary, or
similar capacity, of another corporation, limited liability company, partnership, joint venture, employee benefit plan, trust, or other
entity or enterprise, or by reason of act or omission by Indemnitee in any such capacity (in all cases whether or not Indemnitee is acting
or serving in any such capacity or has such status at the time any Indemnifiable Amount is incurred for which indemnification, advancement
or any other right can be provided by this Agreement). The term “Company,” where the context requires when used in this Agreement,
shall be construed to include such other corporation, limited liability company, partnership, joint venture, employee benefit plan, trust,
or other entity or enterprise.


 






     


     


    

 


(i)    Indemnitee-Related Entity means any
corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise (other than the Company
or any other corporation, limited liability company, partnership, joint venture, trust, employee benefit plan or other enterprise for
which Indemnitee on behalf of the Company at the Company’s request, is serving as a director, officer, employee, or agent, which
service is covered by the indemnity described in this Agreement) from which an Indemnitee may be entitled to indemnification or advancement
of Expenses with respect to which, in whole or in part, the Company may also have an indemnification or advancement obligation (other
than as a result of obligations under an insurance policy).


 


(j)    Independent Legal Counsel means an
attorney or firm of attorneys, selected pursuant to and in accordance with the provisions of Section 3, who is experienced
in matters of corporate law and who shall not have otherwise performed services for the Company or Indemnitee within the last three (3) years
(other than with respect to matters concerning the rights of Indemnitee under this Agreement, or of other indemnitees under similar indemnity
agreements).


 


(k)    Jointly Indemnifiable Claim means
any Claim for which Indemnitee may be entitled to indemnification from both an Indemnitee-Related Entity and the Company pursuant to applicable
law, any indemnification agreement, or the certificate of incorporation, by-laws, partnership agreement, operating agreement, certificate
of formation, certificate of limited partnership, or comparable organizational documents of the Company and such Indemnitee-Related Entity.


 


(l)    Person means any individual, corporation,
firm, partnership, joint venture, limited liability company, estate, trust, business association, organization, governmental entity, or
other entity.


 


(m)    Reviewing Party means any appropriate
person or body consisting of a member or members of the Board of Directors or any other person or body appointed by the Board of Directors
who is not a party to the particular Claim for which Indemnitee is seeking indemnification, or Independent Legal Counsel.


 


(n)    Voting Securities means any securities
of the Company that vote generally in the election of directors.


 


2.      Basic Indemnification Arrangement; Advancement
of Expenses.


 


(a)    In the event that Indemnitee was, is or
becomes subject to, a party to or witness or other participant in, or is threatened to be made subject to, a party to or witness or other
participant in, a Claim by reason of (or arising in part out of) an Indemnifiable Event, the Company shall indemnify Indemnitee, or cause
Indemnitee to be indemnified, to the fullest extent permitted by Delaware law in effect on the date hereof and as amended from time to
time; provided, however, that no change in Delaware law shall have the effect of reducing the benefits available to Indemnitee
hereunder based on Delaware law as in effect on the date hereof or as such benefits may improve as a result of amendments to Delaware
law that become effective after the date hereof. The rights of Indemnitee provided in this Section 2 shall include, without
limitation, the rights set forth in the other sections of this Agreement. Payments of Indemnifiable Amounts shall be made as soon as practicable
but in any event no later than thirty (30) days after written demand is presented to the Company.


 


(b)    If so requested by Indemnitee, the Company
shall advance, or cause to be advanced (within five (5) business days of such request), any and all Expenses incurred by Indemnitee
(an “Expense Advance”). The Company shall, in accordance with such request (but without duplication), pay, or caused
to be paid, such Expenses on behalf of Indemnitee, unless Indemnitee shall have elected to pay such Expenses and have such Expenses reimbursed,
in which case the Company shall reimburse, or cause to be reimbursed, Indemnitee for such Expenses. To the fullest extent permitted by
Delaware law, Indemnitee’s right to an Expense Advance is absolute and shall not be subject to any prior determination by the Reviewing
Party that Indemnitee has satisfied any applicable standard of conduct for indemnification. Indemnitee hereby undertakes to repay any
amounts advanced (without interest) to the extent it is ultimately determined by final decision of a court of competent jurisdiction from
which there is no future right to appeal that Indemnitee is not entitled under this Agreement to be indemnified by the Company in respect
thereof. No other form of undertaking shall be required of Indemnitee other than execution of this Agreement. If Indemnitee commences
legal proceedings in a court of competent jurisdiction to secure a determination that Indemnitee should be indemnified under applicable
law, then Indemnitee shall not be required to reimburse the Company for any Expense Advance until a final judicial determination is made
with respect thereto.


 






     


     


    

 


(c)    Notwithstanding anything in this Agreement
to the contrary, Indemnitee shall not be entitled to indemnification or advancement of Expenses pursuant to this Agreement in connection
with any Claim initiated by Indemnitee unless (i) the Company has joined in, or the Board of Directors has authorized or consented
to, the initiation of such Claim or (ii) the Claim is one to enforce Indemnitee’s rights under this Agreement (including an
action pursued by Indemnitee to secure a determination that Indemnitee should be indemnified under applicable law).


 


(d)    Notwithstanding the foregoing, (i) the
obligations of the Company under Section 2(a) shall be subject to the condition that the Reviewing Party shall not have determined
(in a written opinion, in any case in which the Independent Legal Counsel referred to in Section 3 is involved) that Indemnitee
would not be permitted to be indemnified under applicable law, and (ii) the obligation of the Company to make an Expense Advance
pursuant to Section 2(b) shall be subject to the condition that, if, when, and to the extent that the Reviewing Party determines
that Indemnitee would not be permitted to be so indemnified under applicable law, the Company shall be entitled to be reimbursed by Indemnitee
(who, by execution of this Agreement, hereby agrees to reimburse the Company) for all such amounts theretofore paid; provided,
however, that, if Indemnitee has commenced or thereafter commences legal proceedings in a court of competent jurisdiction to secure
a determination that Indemnitee should be indemnified under applicable law, any determination made by the Reviewing Party that Indemnitee
would not be permitted to be indemnified under applicable law shall not be binding and Indemnitee shall not be required to reimburse the
Company for any Expense Advance until a final judicial determination is made with respect thereto (as to which all rights of appeal therefrom
have been exhausted or lapsed). If there has not been a Change in Control, the Reviewing Party shall be selected by the Board of Directors,
and if there has been such a Change in Control (other than a Change in Control that has been approved by a majority of the members of
the Board of Directors who were directors immediately prior to such Change in Control), the Reviewing Party shall be the Independent Legal
Counsel referred to in Section 3. If there has been no determination by the Reviewing Party, or if the Reviewing Party determines
that Indemnitee would not be permitted to be indemnified in whole or in part under applicable law, Indemnitee shall have the right to
commence litigation in any court in the State of Delaware having subject matter jurisdiction thereof and in which venue is proper seeking
an initial determination by the court or challenging any such determination by the Reviewing Party or any aspect thereof, including the
legal or factual bases therefor, and the Company hereby consents to service of process and to appear in any such proceeding. Any determination
by the Reviewing Party otherwise shall be conclusive and binding on the Company and Indemnitee.


 


3.    Change in Control. The Company agrees
that, if there is a Change in Control of the Company (other than a Change in Control which has been approved by a majority of the Board
of Directors who were directors immediately prior to such Change in Control), then with respect to all matters thereafter arising concerning
the rights of Indemnitee to indemnity payments and Expense Advances under this Agreement or under any provision of the certificate of
incorporation or by-laws now or hereafter in effect relating to Claims for Indemnifiable Events, the Company shall seek legal advice only
from Independent Legal Counsel selected by Indemnitee and approved by the Company (which approval shall not be unreasonably withheld).
Such counsel, among other things, shall render its written opinion to the Company and Indemnitee as to whether and to what extent the
Indemnitee would be permitted to be indemnified under applicable law. The Company agrees to pay the reasonable fees of the Independent
Legal Counsel referred to above and to indemnify fully such counsel against any and all expenses (including attorneys’ fees), claims,
liabilities, and damages arising out of or relating to this Agreement or its engagement pursuant hereto.


 


4.    Indemnification for Additional Expenses.
The Company shall indemnify, or cause the indemnification of, Indemnitee against any and all Expenses and, if requested by Indemnitee,
shall advance such Expenses to Indemnitee, subject to and in accordance with Section 2, which are incurred by Indemnitee in
connection with any action brought by Indemnitee for (a) indemnification or an Expense Advance by the Company under this Agreement
or any other agreement or provision of the certificate of incorporation or by-laws now or hereafter in effect relating to Claims for Indemnifiable
Events and (b) recovery under any directors’ and officers’ liability insurance policies maintained by the Company, in
each case, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, Expense Advance, or insurance
recovery, as the case may be.


 


5.    Partial Indemnity, Etc. If
Indemnitee is entitled under any provision of this Agreement to indemnification by the Company for some or a portion of the Expenses
or other Indemnifiable Amounts in respect of a Claim but not, however, for the entire amount thereof, the Company shall nevertheless
indemnify Indemnitee for the portion thereof to which Indemnitee is entitled. Moreover, notwithstanding any other provision of this
Agreement, to the extent that Indemnitee has been successful on the merits or otherwise in defense of any or all Claims relating in
whole or in part to an Indemnifiable Event or in defense of any issue or matter therein, including dismissal without prejudice,
Indemnitee shall be indemnified against all Expenses incurred in connection therewith. The Company acknowledges that a settlement or
other disposition short of final judgment may be successful if it permits a party to avoid expense, delay, distraction, disruption
and uncertainty. In the event that any action, claim or proceeding to which Indemnitee is a party is resolved in any manner other
than by adverse judgment against Indemnitee (including, without limitation, settlement of such action, claim or proceeding with or
without payment of money or other consideration) it shall be presumed that Indemnitee has been successful on the merits or otherwise
in such action, suit or proceeding.


 






     


     


    

 


6.    Burden of Proof. In connection with
any determination by the Reviewing Party or otherwise as to whether Indemnitee is entitled to be indemnified hereunder, the Reviewing
Party, court, or other finder of fact or appropriate Person shall presume that Indemnitee has satisfied the applicable standard of conduct
and is entitled to indemnification, the burden of proof shall be on the Company (or its representative) to establish by clear and convincing
evidence that Indemnitee is not so entitled.


 


7.    Reliance as Safe Harbor. For purposes
of this Agreement, and without creating any presumption as to a lack of good faith if the following circumstances do not exist, Indemnitee
shall be deemed to have acted in good faith and in a manner Indemnitee reasonably believed to be in or not opposed to the best interests
of the Company if Indemnitee’s actions or omissions to act are taken in good faith reliance upon the records of the Company, including
its financial statements, or upon information, opinions, reports, or statements furnished to Indemnitee by the officers or employees of
the Company or any of its subsidiaries in the course of their duties, or by committees of the Board of Directors, or by any other Person
(including legal counsel, accountants, and financial advisors) as to matters Indemnitee reasonably believes are within such other Person’s
professional or expert competence and who has been selected with reasonable care by or on behalf of the Company. In addition, the knowledge
and actions, or failures to act, of any director, officer, agent, or employee of the Company shall not be imputed to Indemnitee for purposes
of determining the right to indemnity hereunder.


 


8.    No Other Presumptions. For purposes
of this Agreement, the termination of any Claim by judgment, order, settlement (whether with or without court approval), or conviction,
or upon a plea of nolo contendere or its equivalent, shall not create a presumption that Indemnitee did not meet any particular standard
of conduct or have any particular belief or that a court has determined that indemnification is not permitted by applicable law. In addition,
neither the failure of the Reviewing Party to have made a determination as to whether Indemnitee has met any particular standard of conduct
or had any particular belief, nor an actual determination by the Reviewing Party that Indemnitee has not met such standard of conduct
or did not have such belief, prior to the commencement of legal proceedings by Indemnitee to secure a judicial determination that Indemnitee
should be indemnified under applicable law shall be a defense to Indemnitee’s claim or create a presumption that Indemnitee has
not met any particular standard of conduct or did not have any particular belief.


 


9.    Nonexclusivity, etc. The rights of
the Indemnitee hereunder shall be in addition to any other rights Indemnitee may have under the certificate of incorporation, the DGCL,
or otherwise. To the extent that a change in the DGCL (whether by statute or judicial decision) permits greater indemnification by agreement
than would be afforded currently under the Certificate of Incorporation or 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. To the extent that there is a conflict or inconsistency
between the terms of this Agreement and the Certificate of Incorporation or By-laws, it is the intent of the parties hereto that Indemnitee
shall enjoy the greater benefits regardless of whether contained herein or in the Certificate of Incorporation or By-laws. No amendment
or alteration of the Certificate of Incorporation or By-laws or any other agreement shall adversely affect the rights provided to Indemnitee
under this Agreement.


 


10.    Liability Insurance. To the extent
the Company maintains an insurance policy or policies providing directors’ and officers’ liability insurance, 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
Company director or officer. If the Company has such insurance in effect at the time the Company receives from Indemnitee any notice of
the commencement of an action, suit, or proceeding, the Company shall give prompt notice of the commencement of such action, suit, or
proceeding to the insurers in accordance with the procedures set forth in the applicable policy. 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 policy.


 


11.    Amendments, etc. No supplement, modification,
or amendment of this Agreement shall be binding unless executed in writing by both of the parties hereto. No waiver of any of the provisions
of this Agreement shall be deemed or shall constitute a waiver of any other provisions hereof (whether or not similar), nor shall such
waiver constitute a continuing waiver.


 


12.    Subrogation. Subject to Section 14,
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 Indemnitee, who shall execute all papers required and shall do everything that may be necessary to secure such rights, including the
execution of such documents necessary to enable the Company effectively to bring suit to enforce such rights. The Company shall pay or
reimburse all Expenses actually and reasonably incurred by Indemnitee in connection with such subrogation.


 






     


     


    

 


13.    No Duplication of Payments. Subject
to Section 14, 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 or any provision of the
Certificate of Incorporation or By-laws or otherwise) of the amounts otherwise indemnifiable hereunder.


 


14.    Jointly Indemnifiable Claims. Given
that certain Jointly Indemnifiable Claims may arise as a result of the relationship between the Indemnitee-Related Entities and the Company
and the service of Indemnitee as a director and/or officer of the Company at the request of the Indemnitee-Related Entities, the Company
acknowledges and agrees that the Company shall be fully and primarily responsible for the payment to Indemnitee in respect of indemnification
and advancement of expenses in connection with any such Jointly Indemnifiable Claim, pursuant to and in accordance with the terms of this
Agreement, irrespective of any right of recovery Indemnitee may have from the Indemnitee-Related Entities. Under no circumstance shall
the Company be entitled to any right of subrogation or contribution by the Indemnitee-Related Entities, and no right of recovery Indemnitee
may have from the Indemnitee-Related Entities shall reduce or otherwise alter the rights of Indemnitee or the obligations of the Company
hereunder. In the event that any of the Indemnitee-Related Entities shall make any payment to Indemnitee in respect of indemnification
or advancement of expenses with respect to any Jointly Indemnifiable Claim, the Indemnitee-Related Entity making such payment shall be
subrogated to the extent of such payment to all of the rights of recovery of Indemnitee against the Company, and Indemnitee shall execute
all papers reasonably required and shall do all things that may be reasonably necessary to secure such rights, including the execution
of such documents as may be necessary to enable the Indemnitee-Related Entities effectively to bring suit to enforce such rights. Each
of the Indemnitee-Related Entities shall be third-party beneficiaries with respect to this Section 14, entitled to enforce
this Section 14 against the Company as though each such Indemnitee-Related Entity were a party to this Agreement.


 


15.     Notification and Defense of Claims.


 


(a)    Indemnitee shall notify the Company in writing
as soon as practicable of any Claim that could relate to an Indemnifiable Event or for which Indemnitee could seek Expense Advances, including
a brief description (based upon information then available to Indemnitee) of the nature of, and the facts underlying, such Claim. The
failure by Indemnitee to timely notify the Company hereunder shall not relieve the Company from any liability hereunder unless the Company’s
ability to participate in the defense of such claim was materially and adversely affected by such failure.


 


(b)    The Company shall be entitled to
participate in the defense of any Claim relating to an Indemnifiable Event or to assume the defense thereof, with counsel reasonably
satisfactory to Indemnitee; provided that, if Indemnitee believes, after consultation with counsel selected by Indemnitee,
that (i) the use of counsel chosen by the Company to represent Indemnitee would present such counsel with an actual or
potential conflict of interest, (ii) the named parties in any such Claim (including any impleaded parties) include the Company
or any subsidiary of the Company, on the one hand, and Indemnitee, on the other hand, and Indemnitee concludes, after consultation
with counsel selected by Indemnitee, that there may be one or more legal defenses available to him that are different from or in
addition to those available to the Company or any subsidiary of the Company, or (iii) any such representation by such counsel
would be precluded under the applicable standards of professional conduct then prevailing, then Indemnitee shall be entitled to
retain separate counsel (but not more than one law firm, plus, if applicable, local counsel in respect of any particular Claim) at
the Company’s expense. The Company shall not be liable to Indemnitee under this Agreement for any amounts paid in settlement
of any Claim relating to an Indemnifiable Event effected without the Company’s prior written consent. The Company shall not,
without the prior written consent of Indemnitee, effect any settlement of any Claim relating to an Indemnifiable Event to which
Indemnitee is or could have been a party unless such settlement involves solely the payment of money and includes a complete and
unconditional release of Indemnitee from all liability on all claims that are the subject matter of such Claim. Neither the Company
nor Indemnitee shall unreasonably withhold, condition, or delay its or his consent to any proposed settlement; provided that
Indemnitee may withhold consent to any settlement that does not provide a complete and unconditional release of Indemnitee.


 


16.    Section 409A. It is intended that
any indemnification payment or advancement of Expenses made hereunder shall be exempt from Section 409A of the Internal Revenue Code
of 1986, as amended, and the guidance issued thereunder (“Section 409A”) pursuant to Treasury Regulation Section 1.409A-1(b)(10).
Notwithstanding the foregoing, if any indemnification payment or advancement of Expenses made hereunder shall be determined to be “nonqualified
deferred compensation” within the meaning of Section 409A, then (a) the amount of the indemnification payment or advancement
of Expenses during one taxable year shall not affect the amount of the indemnification payments or advancement of Expenses during any
other taxable year, (b) the indemnification payments or advancement of Expenses must be made on or before the last day of the Indemnitee’s
taxable year following the year in which the expense was incurred, and (c) the right to indemnification payments or advancement of
Expenses hereunder is not subject to liquidation or exchange for another benefit.


 






     


     


    

 


17.    Binding Effect, etc. This Agreement
shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and their respective successors, assigns (including
any direct or indirect successor by purchase, merger, consolidation or otherwise to all or substantially all of the business or assets
of the Company), spouses, heirs, executors, and personal and legal representatives. This Agreement shall continue in effect regardless
of whether Indemnitee continues to serve as an officer and/or director of the Company or of any other enterprise at the Company’s
request.


 


18.    Severability. The provisions of this
Agreement shall be severable in the event that any of the provisions hereof (including any provision within a single section, paragraph
or sentence) are held by a court of competent jurisdiction to be invalid, illegal, void, or otherwise unenforceable in any respect, and
the validity and enforceability of any such provision in every other respect and of the remaining provisions hereof shall not be in any
way impaired and shall remain enforceable to the fullest extent permitted by law.


 


19.    Notices. All notices, requests, consents,
and other communications hereunder to any party shall be deemed to be sufficient if contained in a written document delivered in person
or sent by facsimile, e-mail or other electronic transmission, nationally recognized overnight courier, or personal delivery, addressed
to such party at the address set forth below or such other address as may hereafter be designated on the signature pages of this Agreement
or in writing by such party to the other party:


 


If to the Company, to:


 


Healthcare Royalty, Inc.


300 Atlantic Street, Suite 600


Stamford, CT 906901


Attn: Chief Legal Officer


 


If to Indemnitee, to the address set forth on the signature page hereof.


 


All such notices, requests, consents, and other communications shall
be deemed to have been given or made if and when received (including by overnight courier) by the parties at the above addresses, sent
by electronic transmission (including e-mail), or sent by facsimile transmission (in each case to such other address, or such e-mail address
or facsimile number for a party as shall be specified by like notice). Any notice delivered by any party hereto to any other party hereto
shall also be delivered to each other party hereto simultaneously with delivery to the first party receiving such notice.


 


20.    Headings. The headings of the sections
and 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 or interpretation thereof.


 


21.    Counterparts. This Agreement may
be executed in 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 need be produced to evidence
the existence of this Agreement.


 


22.    Specific Performance. The parties
recognize that if any provision of this Agreement is violated by the parties hereto, Indemnitee may be without an adequate remedy at law.
Accordingly, in the event of any such violation, Indemnitee shall be entitled, if Indemnitee so elects, to institute proceedings, either
at law or in equity, to obtain damages, to enforce specific performance, to enjoin such violation, or to obtain any relief or any combination
of the foregoing as Indemnitee may elect to pursue.


 


23.    Governing Law. This Agreement shall
be governed by and construed and enforced in accordance with the laws of the State of Delaware applicable to contracts made and to be
performed in such state without giving effect to the principles of conflicts of laws.


 


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


 


	 	HEALTHCARE ROYALTY, INC.



 


		By:	 
	 	Name:	 
	 	Title:	 



 





	 	INDEMNITEE
	 	 
	 	Name:



 


		Address: