Exhibit 10.1


 


INDEMNITY AGREEMENT


 


This
Indemnity Agreement (this “Agreement”) dated as of ___________ _____, _____, is made by and
between DelMar Pharmaceuticals, Inc., a Nevada corporation (the “Company”),
and _________________ (“Indemnitee”).


 


Recitals


 


A.       The
Company desires to attract and retain the services of highly qualified individuals as directors, officers, employees and agents.


 


B.       The
Company’s Bylaws, as amended (the “Bylaws”), provide that the Company shall indemnify its directors,
and empowers the Board of Directors of the Company to cause the Company to indemnify its officers, employees and other agents,
as authorized by the Nevada Revised Statutes, as amended (the “Code”), under which the Company is organized
and such Bylaws do not prohibit the Company from entering into separate agreements with its directors, officers and other persons
to set forth specific indemnification provisions.


 


C.       Indemnitee
does not regard the protection currently provided by applicable law, the Bylaws, the Company’s other governing documents,
and available insurance as adequate under the present circumstances, and the Company has determined that Indemnitee and other directors,
officers, employees and agents of the Company may not be willing to serve or continue to serve in such capacities without additional
protection.


 


D.       The
Company desires and has requested Indemnitee to serve or continue to serve as a director, officer, employee or agent of the Company,
as the case may be, and has proffered this Agreement to Indemnitee as an additional inducement to serve in such capacity.


 


E.       Indemnitee
is willing to serve, or to continue to serve, as a director, officer, employee or agent of the Company, as the case may be, if
Indemnitee is furnished the indemnity provided for herein by the Company.


 


Agreement


 


Now
Therefore, in consideration of the mutual covenants and agreements set forth herein, the parties hereto, intending to
be legally bound, hereby agree as follows:


 


1.       Definitions.


 


(a)       Agent.
For purposes of this Agreement, the term “Agent” of the Company means any person who: (i) is or
was a director, officer, employee, agent, or other fiduciary of the Company or a subsidiary of the Company; or (ii) is
or was serving at the request or for the convenience of, or representing the interests of, the Company or a subsidiary of the Company,
as a director, officer, employee, agent, or other fiduciary of a foreign or domestic corporation, partnership, joint venture, trust
or other enterprise.


 






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(b)       Change
in Control. For purposes of this Agreement, 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 Securities Exchange Act of 1934, as amended
(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 20% or more of the total voting power
represented by the Company’s then outstanding Voting Securities, (ii) individuals who on the date of this Agreement are members
of the Board (the “Incumbent Board”) cease for any reason to constitute at least a majority of the members
of the Board (provided, however, that if the appointment or election (or nomination for election) of any new Board member
was approved or recommended by a majority vote of the members of the Incumbent Board then still in office, such new member shall
be considered as a member of the Incumbent Board), or (iii) the stockholders of the Company approve a merger or consolidation of
the Company with any other corporation, other than a merger or consolidation which 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 80% 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.


 


(c)       Expenses.
For purposes of this Agreement, the term “Expenses” shall be broadly construed and shall include, without
limitation, all direct and indirect costs of any type or nature whatsoever (including, without limitation, all attorneys’,
witness, or other professional fees and related disbursements, and other out-of-pocket costs of whatever nature, actually and reasonably
incurred by Indemnitee in connection with the investigation, defense or appeal of a proceeding or establishing or enforcing a right
to indemnification under this Agreement, the Code or otherwise. The term “Expenses” shall also include
reasonable compensation for time spent by Indemnitee for which he or she is not compensated by the Company or any subsidiary or
third party: (i) for any period during which Indemnitee is not an Agent, in the employment of, or providing services for compensation
to, the Company or any subsidiary; and (ii) if the rate of compensation and estimated time involved is approved by the directors
of the Company who are not parties to any action with respect to which Expenses are incurred, for Indemnitee while an Agent of,
employed by, or providing services for compensation to, the Company or any subsidiary.


 


(d)       Independent
Counsel. For purposes of this Agreement, the term “Independent Counsel” means a law firm, or a partner
(or, if applicable, member) of such a law firm, that is experienced in matters of corporation law and neither presently is, nor
in the past five (5) years has been, retained to represent: (i) the Company or Indemnitee in any matter material to either 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 will 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.


 






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(e)       Liabilities.
For purposes of this Agreement, the term “Liabilities” shall be broadly construed and shall include,
without limitation, judgments, damages, deficiencies, liabilities, losses, penalties, excise taxes, fines, assessments and amounts
paid in settlement, including any interest and any federal, state, local or foreign taxes imposed as a result of the actual or
deemed receipt of any payment under this Agreement.


 


(f)       Proceedings.
For purposes of this Agreement, the term “proceeding” shall be broadly construed and shall include, without
limitation, any threatened, pending, or completed action, suit, claim, counterclaim, cross claim, arbitration, mediation, 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 or investigative nature,
and whether formal or informal in any case, in which Indemnitee was, is or will be involved as a party, potential party, non-party
witness, or otherwise by reason of: (i) the fact that Indemnitee is or was a director or officer of the Company; (ii) the fact
that any action taken by Indemnitee (or a failure to take action by Indemnitee) or of any action (or failure to act) on Indemnitee’s
part while acting as an Agent; or (iii) the fact that Indemnitee is or was serving at the request of the Company as a director,
officer, employee or agent of another corporation, partnership, joint venture, trust, employee benefit plan, or other enterprise,
and in any such case described above, whether or not serving in any such capacity at the time any liability or Expense is incurred
for which indemnification, reimbursement, or advancement of Expenses may be provided under this Agreement. If the Indemnitee believes
in good faith that a given situation may lead to or culminate in the institution of a proceeding, this shall be considered a proceeding
under this paragraph.


 


(g)       Subsidiary.
For purposes of this Agreement, the term “subsidiary” means any corporation, limited liability company,
or other entity, of which more than 50% of the outstanding voting securities or equity interests are owned, directly or indirectly,
by the Company and one or more of its subsidiaries, and any other corporation, limited liability company, partnership, joint venture,
trust, employee benefit plan or other enterprise of which Indemnitee is or was serving at the request of the Company as an Agent.


 


(h)       Voting
Securities. For purposes of this Agreement, “Voting Securities” shall mean any securities of the
Company that vote generally in the election of directors.


 


2.       Agreement
to Serve. Indemnitee will serve, or continue to serve, as the case may be, as an Agent, faithfully and to the best of his or
her ability, at the will of such entity designated by the Company and at the request of the Company (or under separate agreement,
if such agreement exists), in the capacity Indemnitee currently serves such entity, so long as Indemnitee is duly appointed or
elected and qualified in accordance with the applicable provisions of the governance documents of such entity, or until such time
as Indemnitee tenders his or her resignation in writing; provided, however, that nothing contained in this Agreement is intended
as an employment agreement between Indemnitee and the Company or any of its subsidiaries or to create any right to continued employment
of Indemnitee with the Company or any of its subsidiaries in any capacity.


 






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The Company acknowledges
that it has entered into this Agreement and assumes the obligations imposed on it hereby, in addition to and separate from its
obligations to Indemnitee under the Bylaws, to induce Indemnitee to serve, or continue to serve, as an Agent, and the Company acknowledges
that Indemnitee is relying upon this Agreement in serving as an Agent.


 


3.       Indemnification.


 


(a)       Indemnification
in Third Party Proceedings. Subject to Section 10 below, the Company shall indemnify Indemnitee to the fullest extent
permitted by the Code, as the same may be amended from time to time (but, to the fullest extent of the law, only to the extent
that such amendment permits Indemnitee to broader indemnification rights than the Code permitted prior to adoption of such amendment),
if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding, other than a proceeding
by or in the right of the Company to procure a judgment in its favor, for any and all Expenses and Liabilities (including all interest,
assessments and other charges paid or payable in connection with or in respect of such Expenses and Liabilities) incurred by Indemnitee
in connection with the investigation, defense, settlement or appeal of such proceeding, if Indemnitee acted in good faith and in
a manner Indemnitee 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 Indemnitee's conduct was unlawful. The parties hereto intend that this Agreement
shall provide to the fullest extent permitted by law for indemnification in excess of that expressly permitted by statute, including,
without limitation, any indemnification provided by the Certificate of Incorporation of the Company, the Bylaws, vote of its stockholders
or disinterested directors, or applicable law.


 


(b)       Indemnification
in Derivative Actions and Direct Actions by the Company. Subject to Section 10 below, the Company shall indemnify Indemnitee
to the fullest extent permitted by the Code, as the same may be amended from time to time (but, fullest extent permitted by applicable
law, only to the extent that such amendment permits Indemnitee to broader indemnification rights than the Code permitted prior
to adoption of such amendment), if Indemnitee is a party to or threatened to be made a party to or otherwise involved in any proceeding
by or in the right of the Company to procure a judgment in its favor, against any and all Expenses actually and reasonably incurred
by Indemnitee in connection with the investigation, defense, settlement, or appeal of such proceedings, if Indemnitee acted in
good faith and in a manner Indemnitee 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 3(b) in respect of any claim, issue or matter as to which Indemnitee shall have been
finally adjudged by a court competent jurisdiction to be liable to the Company, unless and only to the extent that the Nevada District
Court or any court in which the proceeding was brought 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.


 






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4.       Indemnification
of Expenses of Successful Party. Notwithstanding any other provision of this Agreement, in circumstances where indemnification
is not available under Section 3(a) or 3(b), as the case may be, to the fullest extent permitted by law and to the extent that
Indemnitee is a party to (or a participant in) any proceeding and has been successful on the merits or otherwise in defense of
any proceeding or in defense of any claim, issue or matter therein, in whole or part, including the dismissal of any action without
prejudice, the Company shall indemnify Indemnitee against all Expenses and Liabilities in connection with the investigation, defense
or appeal of such proceeding. If Indemnitee is not wholly successful in such proceeding but is successful, on the merits or otherwise,
as to one or more but less than all claims, issues or matters in such proceeding, the Company shall indemnify Indemnitee against
all Expenses and Liabilities incurred by Indemnitee or on Indemnitee’s behalf in connection with or related to each successfully
resolved claim, issue or matter to the fullest extent permitted by law.


 


5.       Partial
Indemnification; Witness Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company for some or a portion of any Expenses and Liabilities incurred by Indemnitee in the investigation, defense, settlement
or appeal of a proceeding, but is precluded by applicable law or the specific terms of this Agreement to indemnification for the
total amount thereof, the Company shall nevertheless indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.
Notwithstanding any other provision of this Agreement, to the fullest extent permitted by applicable law and to the extent that
Indemnitee is, by reason of Indemnitee’s acting as an Agent, a witness or otherwise asked to participate in any proceeding
to which Indemnitee is not a party, Indemnitee shall be indemnified against all Expenses incurred by Indemnitee or on Indemnitee’s
behalf in connection therewith.


 


6.       Advancement
of Expenses. To the extent not prohibited by law, the Company shall advance the Expenses incurred by Indemnitee in connection
with any proceeding, and such advancement shall be made within twenty (20) days after the receipt by the Company of a statement
or statements requesting such advances (which shall include invoices received by Indemnitee in connection with such 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 shall not be included with the invoice) and upon request
of the Company, an undertaking to repay the advancement of Expenses 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. Advances shall be unsecured, interest free and without regard to Indemnitee’s ability to repay the Expenses.
Advances shall include any and all Expenses incurred by Indemnitee pursuing an action to enforce Indemnitee’s right to indemnification
under this Agreement or otherwise and this right of advancement, including expenses incurred preparing and forwarding statements
to the Company to support the advances claimed. Indemnitee acknowledges that the execution and delivery of this Agreement shall
constitute an undertaking providing that Indemnitee shall, to the fullest extent required by law, repay the advance (without interest)
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 Section shall continue
until final disposition of any proceeding, including any appeal therein. This Section 6 shall not apply to any claim made by Indemnitee
for which indemnity is excluded pursuant to Section 10(b).


 






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7.       Notice
and Other Indemnification Procedures.


 


(a)       Notification
of Proceeding. Indemnitee will notify the Company in writing promptly 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
or advancement of Expenses covered hereunder. The written notification to the Company shall include a description of the nature
of the proceeding and the facts underlying the proceeding. 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 and any delay in so notifying the
Company shall not constitute a waiver by Indemnitee of any rights under this Agreement.


 


(b)       Request
for Indemnification Payments. To obtain indemnification under this Agreement, Indemnitee shall submit to the Company a written
request, including therein or therewith such documentation and information as is reasonably available to Indemnitee and is reasonably
necessary to determine whether and to what extent Indemnitee is entitled to indemnification under the terms of this Agreement,
and shall request payment thereof by the Company.


 


(c)       Determination
of Right to Indemnification Payments. Upon written request by Indemnitee for indemnification pursuant to the Section 7(b) hereof,
a determination with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following
four methods, which shall be at the election of the Board of Directors: (1) by a majority vote of the disinterested directors,
even though less than a quorum, (2) by a committee of disinterested directors designated by a majority vote of the disinterested
directors, even though less than a quorum, (3) if there are no disinterested directors or if the disinterested directors so direct,
by Independent Counsel in a written opinion to the Board of Directors, a copy of which shall be delivered to the Indemnitee, or
(4) if so directed by the Board of Directors, by the stockholders of the Company; provided, however, that if there has been
a Change in Control, then such determination shall be made by Independent Counsel selected by Indemnitee and approved by the Company
(which approval shall not be unreasonably withheld). For purposes hereof, disinterested directors are those members of the board
of directors of the Company who are not parties to the action, suit or proceeding in respect of which indemnification is sought
by Indemnitee. Indemnification payments requested by Indemnitee under Section 7(b) hereof shall be made by the Company no
later than sixty (60) days after receipt of the written request of Indemnitee. Claims for advancement of Expenses shall be made
under the provisions of Section 6 herein.


 


(d)       Application
for Enforcement. In the event the Company fails to make timely payments as set forth in Sections 6 or 7(b) above, Indemnitee
shall have the right to apply to any court of competent jurisdiction for the purpose of enforcing Indemnitee’s right to indemnification
or advancement of Expenses pursuant to this Agreement. In such an enforcement hearing or proceeding, the burden of proof shall
be on the Company to prove that indemnification or advancement of Expenses to Indemnitee is not required under this Agreement or
permitted by applicable law. Any determination by the Company (including its Board of Directors, a committee thereof, Independent
Counsel) or stockholders of the Company, that Indemnitee is not entitled to indemnification hereunder, shall not be a defense by
the Company to the action nor create any presumption that Indemnitee is not entitled to indemnification or advancement of Expenses
hereunder.


 






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(e)       Indemnification
of Certain Expenses. The Company shall indemnify Indemnitee against all Expenses incurred in connection with any hearing or
proceeding under this Section 7 unless the Company prevails in such hearing or proceeding on the merits in all material respects.


 


8.       Assumption
of Defense. In the event the Company shall be requested by Indemnitee to pay the Expenses of any proceeding, the Company, if
appropriate, shall be entitled to assume the defense of such proceeding, or to participate to the extent permissible in such proceeding,
with counsel reasonably acceptable to Indemnitee. Upon assumption of the defense by the Company and the retention of such counsel
by the Company, the Company shall not be liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred
by Indemnitee with respect to the same proceeding, provided that Indemnitee shall have the right to employ separate counsel in
such proceeding at Indemnitee’s sole cost and expense. Notwithstanding the foregoing, if Indemnitee’s counsel delivers
a written notice to the Company stating that such counsel has reasonably concluded that there may be a conflict of interest between
the Company and Indemnitee in the conduct of any such defense or the Company shall not, in fact, have employed counsel or otherwise
actively pursued the defense of such proceeding within a reasonable time, then in any such event the fees and Expenses of Indemnitee’s
counsel to defend such proceeding shall be subject to the indemnification and advancement of Expenses provisions of this Agreement.


 


9.       Insurance.
To the extent that the Company maintains an insurance policy or policies providing liability insurance for Agents (“D&O
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 such Agent 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 D&O Insurance in effect or otherwise potentially available, 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.


 


In the event of a change
of control of the Company or the Company dissolving or liquidating (including being placed into receivership or entering the federal
bankruptcy process and the like), the Company shall maintain in force any and all insurance policies then maintained by the Company
in providing insurance in respect of Indemnitee (directors’ and officers’ liability, fiduciary, employment practices
or otherwise) for a period of at least six years thereafter (a “Tail Policy”). If such coverage is not
placed with the incumbent insurance carriers using the policies that were in place at the time of the change of control or insolvency
event, the Tail Policy shall be substantially comparable in scope and amount as the expiring policies, and the insurance carriers
for the Tail Policy shall have an AM Best rating that is the same or better than the AM Best ratings of the expiring policies.


 






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10.       Exceptions.


 


(a)       Certain
Matters. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement to indemnify Indemnitee on account of any proceeding with respect to: (i) remuneration paid to Indemnitee if
it is determined by final judgment or other final adjudication that such remuneration was in violation of law (and, in this respect,
both the Company and Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for
liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims
for indemnification should be submitted to appropriate courts for adjudication, as indicated in Section 10(d) below); (ii) a
final judgment rendered against Indemnitee for an accounting, disgorgement or repayment of profits made from the purchase or sale
by Indemnitee of securities of the Company against Indemnitee or in connection with a settlement by or on behalf of Indemnitee
to the extent it is acknowledged by Indemnitee and the Company that such amount paid in settlement resulted from Indemnitee's conduct
from which Indemnitee received monetary personal profit, pursuant to the provisions of Section 16(b) of the Exchange Act or
other provisions of any federal, state or local statute or rules and regulations thereunder; (iii) a final judgment or other
final adjudication that Indemnitee’s conduct was in bad faith, knowingly fraudulent or deliberately dishonest or constituted
willful misconduct (but only to the extent of such specific determination); or (iv) on account of conduct that is established by
a final judgment as constituting a breach of Indemnitee’s duty of loyalty to the Company or resulting in any personal profit
or advantage to which Indemnitee is not legally entitled. For purposes of the foregoing sentence, a final judgment or other adjudication
may be reached in either the underlying proceeding or action in connection with which indemnification is sought or a separate proceeding
or action to establish rights and liabilities under this Agreement.


 


(b)       Claims
Initiated by Indemnitee. Any provision herein to the contrary notwithstanding, the Company shall not be obligated to indemnify
or advance Expenses to Indemnitee with respect to proceedings or claims initiated or brought by Indemnitee against the Company
or its Agents and not by way of defense, except (i) with respect to proceedings brought to establish or enforce a right to indemnification
or advancement under this Agreement or under any other agreement, provision in the Bylaws or the Certificate of Incorporation or
applicable law, or (ii) with respect to any other proceeding initiated by Indemnitee that is either approved by the Board of Directors
or Indemnitee’s participation is required by applicable law. However, indemnification or advancement of Expenses may be provided
by the Company in specific cases if the Board of Directors determines it to be appropriate.


 


(c)       Unauthorized
Settlements. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms
of this Agreement to indemnify Indemnitee under this Agreement for any amounts paid in settlement of a proceeding effected without
the Company’s written consent. Neither the Company nor Indemnitee shall unreasonably withhold consent to any proposed settlement;
provided, however, that the Company may in any event decline to consent to (or to otherwise admit or agree to any liability for
indemnification hereunder in respect of) any proposed settlement if the Company is also a party in such proceeding and determines
in good faith that such settlement is not in the best interests of the Company and its stockholders.


 






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(d)       Securities
Act Liabilities. Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms
of this Agreement to indemnify Indemnitee or otherwise act in violation of any undertaking appearing in and required by the rules
and regulations promulgated under the Securities Act of 1933, as amended (the “Securities Act”), or in
any registration statement filed with the SEC under the Securities Act. Indemnitee acknowledges that paragraph (h) of Item
512 of Regulation S-K currently generally requires the Company to undertake in connection with any registration statement filed
under the Securities Act to submit the issue of the enforceability of Indemnitee’s rights under this Agreement in connection
with any liability under the Securities Act on public policy grounds to a court of appropriate jurisdiction and to be governed
by any final adjudication of such issue. Indemnitee specifically agrees that any such undertaking shall supersede the provisions
of this Agreement and to be bound by any such undertaking.


 


(e)       Prior
Payments Any provision herein to the contrary notwithstanding, the Company shall not be obligated pursuant to the terms of
this Agreement to indemnify or advance Expenses to Indemnitee under this Agreement for which payment has actually been made to
or on behalf of Indemnitee under any insurance policy or other indemnity provision, except with respect to any excess beyond the
amount paid under any insurance policy or indemnity policy.


 


11.       Nonexclusivity
and Survival of Rights. The provisions for indemnification and advancement of Expenses set forth in this Agreement shall not
be deemed exclusive of any other rights which Indemnitee may at any time be entitled under any provision of applicable law, the
Company’s Certificate of Incorporation, the Bylaws or other agreements, both as to action in Indemnitee’s official
capacity and Indemnitee’s action as an Agent, in any court in which a proceeding is brought, and Indemnitee’s rights
hereunder shall continue after Indemnitee has ceased acting as an Agent and shall inure to the benefit of the heirs, executors,
administrators and assigns of Indemnitee. The obligations and duties of the Company to Indemnitee under this Agreement shall be
binding on the Company and its successors and assigns until terminated in accordance with its terms. The Company shall require
any successor (whether direct or indirect, by purchase, merger, consolidation or otherwise) to all or substantially all of the
business or assets of the Company, 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.


 


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 the Code, whether by statute or judicial decision, permits greater indemnification or advancement
of Expenses than would be afforded currently under the Company’s Certificate of Incorporation, the 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, by Indemnitee shall not prevent the concurrent
assertion or employment of any other right or remedy by Indemnitee.


 






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12.       Term.
This Agreement shall continue until and terminate upon the later of: (a) five (5) years after the date that Indemnitee shall have
ceased to serve as an Agent; or (b) one (1) year after the final termination of any proceeding, including any appeal then pending,
in respect to which Indemnitee was granted rights of indemnification or advancement of Expenses hereunder.


 


No legal action shall
be brought and no cause of action shall be asserted by or in the right of the Company against an Indemnitee or an Indemnitee's
estate, spouse, heirs, executors or personal or legal representatives after the expiration of five (5) years from the date of accrual
of such cause of action, and any claim or cause of action of the Company shall be extinguished and deemed released unless asserted
by the timely filing of a legal action within such five-year period; provided, however, that if any shorter period of limitations
is otherwise applicable to such cause of action, such shorter period shall govern.


 


13.       Subrogation.
In the event of payment under this Agreement, the Company shall be subrogated to the extent of such payment to all of the rights
of recovery of Indemnitee, who, at the request and expense of the Company, shall execute all papers required and shall do everything
that may be reasonably necessary to secure such rights, including the execution of such documents necessary to enable the Company
effectively to bring suit to enforce such rights.


 


14.       Interpretation
of Agreement. It is understood that the parties hereto intend this Agreement to be interpreted and enforced so as to provide
indemnification and advancement of Expenses to Indemnitee to the fullest extent now or hereafter permitted by law.


 


15.       Severability.
If any provision 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 the Agreement (including without limitation, all portions
of any paragraphs of this Agreement containing any such provision held to be invalid, illegal or unenforceable, that are not themselves
invalid, illegal or unenforceable) shall not in any way be affected or impaired thereby; and (b) to the fullest extent possible,
the provisions of this Agreement (including, without limitation, all portions of any paragraph of this Agreement containing any
such provision held to be invalid, illegal or unenforceable, that are not themselves invalid, illegal or unenforceable) shall be
construed so as to give effect to the intent manifested by the provision held invalid, illegal or unenforceable and to give effect
to Section 14 hereof.


 


16.       Amendment
and Waiver. No supplement, modification, amendment, or cancellation of this Agreement shall be binding unless executed in writing
by the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any
other provision hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


17.       Notice.
Except as otherwise provided herein, any notice or demand which, by the provisions hereof, is required or which may be given to
or served upon the parties hereto shall be in writing and, if by electronic transmission, shall be deemed to have been validly
served, given or delivered when sent, if by overnight delivery, courier or personal delivery, shall be deemed to have been validly
served, given or delivered upon actual delivery and, if mailed, shall be deemed to have been validly served, given or delivered
three (3) business days after deposit in the United States mail, as registered or certified mail, with proper postage prepaid and
addressed to the party or parties to be notified at the addresses set forth on the signature page of this Agreement (or such other
address(es) as a party may designate for itself by like notice). If to the Company, notices and demands shall be delivered to the
attention of the Secretary or Chief Financial Officer of the Company.


 






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18.       Governing
Law. This Agreement shall be governed exclusively by and construed according to the laws of the State of Nevada, as applied
to contracts between Nevada residents entered into and to be performed entirely within Nevada.


 


19.       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 but one and the same Agreement. Only one such counterpart need be produced to evidence the
existence of this Agreement.


 


20.       Headings.
The headings of the sections of this Agreement are inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction hereof.


 


21.       Entire
Agreement. Subject to Section 11 hereof, this Agreement constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersedes all prior agreements, understandings and negotiations, written and oral, between the parties
with respect to the subject matter of this Agreement; provided, however, that this Agreement is a supplement to and in furtherance
of the Company’s Certificate of Incorporation, the Bylaws, the Code and any other applicable law, and shall not be deemed
a substitute therefor, and does not diminish or abrogate any rights of Indemnitee thereunder.


 


22.       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 claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and
reasonable in light of all of the circumstances of such proceeding in order to reflect (i) the relative benefits received by the
Company and Indemnitee as a result of the event(s) and/or transaction(s) giving cause to such proceeding; and/or (ii) the relative
fault of the Company and Indemnitee in connection with such event(s) and/or transaction(s).


 


23.       Consent
to Jurisdiction. 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 Nevada District Court (the “Nevada
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 Nevada Court for purposes of any action or proceeding arising out
of or in connection with this Agreement, (iii) agree to appoint, to the extent such party is not otherwise subject to service
of process in the State of Nevada, an agent in the State of Nevada as such party's agent for acceptance of legal process in connection
with any such action or proceeding against such party with the same legal force and validity as if served upon such party personally
within the State of Nevada, (iv) waive any objection to the laying of venue of any such action or proceeding in the Nevada Court,
and (v) waive, and agree not to plead or to make, any claim that any such action or proceeding brought in the Nevada Court has
been brought in an improper or inconvenient forum.





 






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In
Witness Whereof, the parties hereto have entered into this Agreement effective as of the date first above written.


 


	 	DELMAR PHARMACEUTICALS, INC.
	 	 	 
	 	By:	                           
	 	Name: 	 
	 	Title: 	 
	 	 	 
	 	INDEMNITEE
	 	 	 
	 	 
	 	Signature of Indemnitee
	 	 	 
	 	 
	 	Print or Type Name of Indemnitee