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Exhibit 10.1    
    


INDEMNITY AGREEMENT

OF METABASIS THERAPEUTICS, INC.  


        THIS INDEMNITY AGREEMENT (this "Agreement") is made and entered
into this    day of                        , 2004 by and between METABASIS THERAPEUTICS,
 INC., a Delaware corporation (the
"Company"), and                        ("Agent"). 


RECITALS  


        WHEREAS, Agent performs a valuable service to the Company
in                        capacity
as                        of the
Company; 


        WHEREAS, the stockholders of the Company have adopted Amended and Restated Bylaws (the
"Bylaws") providing for the indemnification of the directors, officers, employees and other agents of the Company, including persons serving at the
request of the Company in such capacities with other corporations or enterprises, as authorized by the Delaware General Corporation Law (the "DGCL"); 


        WHEREAS, the Bylaws and the DGCL, by their non-exclusive nature, permit contracts between the Company and its agents,
officers, employees and other agents with respect to indemnification of such persons; and 


        WHEREAS, in order to induce Agent to continue to serve as                        of the Company,
the Company has determined and agreed to enter
into this Agreement with Agent; 


        NOW, THEREFORE, in consideration of Agent's continued service as                        after
the date hereof, the parties hereto agree as
follows: 


AGREEMENT  


        1.    Services to the Company.    Agent will serve, at the will of the
Company or under separate contract, if any such contract exists, as                        of the Company or as a director,
executive officer or other fiduciary of an affiliate of the Company (including any
employee benefit plan of the Company) faithfully and to the best of his ability so long as he is duly elected and qualified in accordance with the provisions of the Bylaws or other applicable charter
documents of the Company or such affiliate; provided, however, that Agent may at any time and for any reason resign from such position (subject to any
contractual obligation that Agent may have assumed apart from this Agreement) and that the Company or any affiliate shall have no obligation under this Agreement to continue Agent in any such
position. 


        2.    Indemnity of Agent.    The Company hereby agrees to hold
harmless and indemnify Agent to the fullest extent authorized or permitted by the provisions of the Bylaws and the DGCL, as the same may be amended from time to time (but only to the extent that such
amendment permits the Company to provide broader indemnification rights than the Bylaws or the DGCL permitted prior to adoption of such amendment). 


        3.    Additional Indemnity.    In addition to and not in limitation of
the indemnification otherwise provided for herein, and subject only to the exclusions set forth in Section 4 hereof, the Company hereby further agrees to hold harmless and indemnify Agent: 



        (a)   against any and all expenses (including attorneys' fees), witness fees, damages, judgments, fines and amounts paid in
settlement and any other amounts that Agent becomes legally obligated to pay because of any claim or claims made against or by him in connection with any threatened, pending or completed action, suit
or proceeding, whether civil, criminal, arbitrational, administrative or investigative (including an action by or in the right of the Company) to which Agent is, was or at any time becomes a party, or
is threatened to be made a party, by reason of the fact that Agent is, was or at any time becomes a director, officer, employee or other agent of 



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the
Company, or is or was serving or at any time serves at the request of the Company as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust,
employee benefit plan or other enterprise; and 



        (b)   otherwise to the fullest extent as may be provided to Agent by the Company under the non-exclusivity
provisions of the DGCL and Section 43 of the Bylaws. 




        4.    Limitations on Additional Indemnity.    No indemnity pursuant to
Section 3 hereof shall be paid by the Company: 



        (a)   on account of any claim against Agent solely for an accounting of profits made from the purchase or sale by Agent of
securities of the Company pursuant to the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended, or similar provisions of any federal, state or local statutory law; 


        (b)   on account of Agent's conduct that is established by a final judgment as knowingly fraudulent or deliberately dishonest
or that constituted willful misconduct; 


        (c)   on account of Agent's conduct that is established by a final judgment as constituting a breach of Agent's duty of loyalty
to the Company or resulting in any personal profit or advantage to which Agent was not legally entitled; 



        (d)   for which payment is actually made to Agent under a valid and collectible insurance policy or under a valid and
enforceable indemnity clause, bylaw or agreement, except in respect of any excess beyond payment under such insurance, clause, bylaw or agreement; 


        (e)   if indemnification is not lawful (and, in this respect, both the Company and Agent 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); or 



        (f)    in connection with any proceeding (or part thereof) initiated by Agent, or any proceeding by Agent against the Company or
its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by law, (ii) the proceeding was authorized by the Board of Directors
of the Company, (iii) such indemnification is provided by the Company, in its sole discretion, pursuant to the powers vested in the Company under the DGCL, or (iv) the proceeding is
initiated pursuant to Section 9 hereof. 




        5.    Continuation of Indemnity.    All agreements and obligations of
the Company contained herein shall continue during the period Agent is a director, officer, employee or other agent of the Company (or is or was serving at the request of the Company as a director,
officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan or other enterprise) and shall continue thereafter so long as Agent shall be subject
to any possible claim or threatened, pending or completed action, suit or proceeding, whether civil, criminal, arbitrational, administrative or investigative, by reason of the fact that Agent was
serving in the capacity referred to herein. 


        6.    Partial Indemnification.    Agent shall be entitled under this
Agreement to indemnification by the Company for a portion of the expenses (including attorneys' fees), witness fees, damages, judgments,
fines and amounts paid in settlement and any other amounts that Agent becomes legally obligated to pay in connection with any action, suit or proceeding referred to in Section 3 hereof even if
not entitled hereunder to indemnification for the total amount thereof, and the Company shall indemnify Agent for the portion thereof to which Agent is entitled. 



        7.    Notification and Defense of Claim.    Not later than
30 days after receipt by Agent of notice of the commencement of any action, suit or proceeding, Agent will, if a claim in respect thereof is to be made against the Company under this Agreement,
notify the Company of the commencement thereof; but the omission so to notify the Company will not relieve it from any liability which it may have to 


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Agent
otherwise than under this Agreement. With respect to any such action, suit or proceeding as to which Agent notifies the Company of the commencement thereof: 



        (a)   the Company will be entitled to participate therein at its own expense; 


        (b)   except as otherwise provided below, the Company may, at its option and jointly with any other indemnifying party
similarly notified and electing to assume such defense, assume the defense thereof, with counsel reasonably satisfactory to Agent. After notice from the Company to Agent of its election to assume the
defense thereof, the Company will not be liable to Agent under this Agreement for any legal or other expenses subsequently incurred by Agent in connection with the defense thereof except for
reasonable costs of investigation or otherwise as provided below. Agent shall have the right to employ separate counsel in such action, suit or proceeding but the fees and expenses of such counsel
incurred after notice from the Company of its assumption of the defense thereof shall be at the expense of Agent unless (i) the employment of counsel by Agent has been authorized by the
Company, (ii) Agent shall have reasonably concluded, and so notified the Company, that there is an actual conflict of interest between the Company and Agent in the conduct of the defense of
such action or (iii) the Company shall not in fact have employed counsel to assume the defense of such action, in each of which cases the fees and expenses of Agent's separate counsel shall be
at the expense of the Company. The Company shall not be entitled to assume the defense of any action, suit or proceeding brought by or on behalf of the Company or as to which Agent shall have made the
conclusion provided for in clause (ii) above; and 


        (c)   the Company shall not be liable to indemnify Agent under this Agreement for any amounts paid in settlement of any action
or claim effected without its written consent, which shall not be unreasonably withheld. The Company shall be permitted to settle any action except that it shall not settle any action or claim in any
manner which would impose any penalty or limitation on Agent without Agent's written consent, which may be given or withheld in Agent's sole discretion. 




        8.    Expenses.    The Company shall advance, prior to the final
disposition of any proceeding, promptly following request therefor, all expenses incurred by Agent in connection with such proceeding upon receipt of an undertaking by or on behalf of Agent to repay
said amounts if it shall be determined ultimately that Agent is not entitled to be indemnified under the provisions of this Agreement, the Bylaws, the DGCL or otherwise. 



        9.    Enforcement.    Any right to indemnification or advances granted
by this Agreement to Agent shall be enforceable by or on behalf of Agent in any court of competent jurisdiction if (i) the claim for indemnification or advances is denied, in whole or in part,
or (ii) no disposition of such claim is made within 90 days of request therefor. Agent, in such enforcement action, if successful in whole or in part, shall be entitled to be paid also
the expense of prosecuting his claim. It shall be a defense to any action for which a claim for indemnification is made under Section 3 hereof (other than an action brought to enforce a claim
for expenses pursuant to Section 8 hereof, provided that the required undertaking has been tendered to the Company) that Agent is not entitled to
indemnification because of the limitations set forth in Section 4 hereof. Neither the failure of the Company (including its Board of Directors or its stockholders) to have made a determination
prior to the commencement of such enforcement action that indemnification of Agent is proper in the circumstances, nor an actual determination by the Company (including its Board of Directors or its
stockholders) that such indemnification is improper shall be a defense to the action or create a presumption that Agent is not entitled to indemnification under this Agreement or otherwise. 



        10.    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 Agent, who shall execute all documents required and shall do all acts that may be necessary to secure
such rights and to enable the Company effectively to bring suit to enforce such rights. 


        11.    Non-Exclusivity of Rights.    The rights conferred
on Agent by this Agreement shall not be exclusive of any other right which Agent may have or hereafter acquire under any statute, provision of 


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the
Company's Amended and Restated Certificate of Incorporation or Bylaws, agreement, vote of stockholders or directors, or otherwise, both as to action in his official capacity and as to action in
another capacity while holding office. 


        12.    Survival of Rights.    



        (a)   The rights conferred on Agent by this Agreement shall continue after Agent has ceased to be a director, officer, employee
or other agent of the Company or to serve at the request of the Company as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise and shall inure to the benefit of Agent's heirs, executors and administrators. 


        (b)   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. 




        13.    Separability.    Each of the provisions of this Agreement is a
separate and distinct agreement and independent of the others, so that if any provision hereof shall be held to be invalid for any reason, such invalidity or unenforceability shall not affect the
validity or enforceability of the other provisions hereof. Furthermore, if this Agreement shall be invalidated in its entirety on any ground, then the Company shall nevertheless indemnify Agent to the
fullest extent provided by the Bylaws, the DGCL or any other applicable law. 


        14.    Governing Law.    This Agreement shall be interpreted and
enforced in accordance with the laws of the State of Delaware. 


        15.    Amendment and Termination.    No amendment, modification,
termination or cancellation of this Agreement shall be effective unless in writing signed by both parties hereto. 


        16.    Identical Counterparts; Facsimile.    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. Facsimile signatures shall be as effective as original signatures. 



        17.    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. 


        18.    Notices.    All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been duly given (i) upon delivery if delivered by hand to the party to whom such communication was directed or
(ii) upon the third business day after the date on which such communication was mailed if mailed by certified or registered mail with postage prepaid: 



        (a)   If to Agent, at the address indicated on the signature page hereof. 


        (b)   If to the Company, to: 




METABASIS THERAPEUTICS, INC.

9390 Towne Centre Drive, Bldg. 300

San Diego, California 92121 






or
to such other address as may have been furnished to Agent by the Company. 


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        IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day and year first above written. 



	 	 	METABASIS THERAPEUTICS, INC.
	

 	
 	
By:	

 
	 	 	 	

	

 	
 	

Title:	

 
	 	 	 	

	

 	
 	
AGENT	

 
	

 	
 	


	

 	
 	

Address:	

 
	

 	
 	


	

 	
 	






[SIGNATURE PAGE TO INDEMNITY AGREEMENT] 









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Exhibit 10.1