Exhibit
10.6


 


INDEMNIFICATION
AGREEMENT


 


This
Indemnification Agreement (“Agreement”) is made and entered into this ____ day of ______ 2014, by and between
Eyegate Pharmaceuticals, Inc., a Delaware corporation (the “Company,” which term shall include, where appropriate,
any Entity (as hereinafter defined) controlled directly or indirectly by the Company) and ____________ (“Indemnitee”):


 


WHEREAS,
the Board of Directors of the Company has determined that it is essential to the Company that it be able to retain and attract
as directors and officers the most capable persons available and that, therefore, the Company should endeavor to assure such persons
that indemnification and insurance coverage is available;


 


WHEREAS,
increased corporate litigation has subjected directors and officers of public companies to litigation risks and expenses, and
the limitations on the availability of directors and officers liability insurance have made it increasingly difficult for the
Company to attract and retain such persons; and


 


WHEREAS,
in recognition of the need to provide Indemnitee with substantial protection against personal liability, in order to procure Indemnitee’s
[continued] service as a [director] [officer] of the Company and to enhance Indemnitee’s ability to serve the Company in
an effective manner, and in order to provide such protection pursuant to express contract rights (intended to be enforceable irrespective
of, among other things, any amendment to the Company’s Certificate of Incorporation (as amended and/or restated from time
to time, the “Certificate of Incorporation”) or Bylaws (as amended and/or restated from time to time, the “Bylaws”)),
any change in the composition of the Board or any change in control or business combination transaction relating to the Company),
the Company wishes to provide in this Agreement for the indemnification of, and the advancement of Expenses (as defined below)
to, Indemnitee as set forth in this Agreement and for the continued coverage of Indemnitee under the Company’s directors’
and officers’ liability insurance policies.


 


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


 


1.            DEFINITIONS.


 


(a)          “Corporate
Status” describes the status of a person who is serving or has served (i) as a director or officer of the Company, (ii)
in any capacity with respect to any employee benefit plan of the Company, or (iii) as a director, partner, trustee, officer, employee,
or agent of any other Entity at the request of the Company. For purposes of subsection (iii) of this Section 1(a), if Indemnitee
is serving or has served as a director, partner, trustee, officer, employee or agent of a Subsidiary, Indemnitee shall be deemed
to be serving at the request of the Company.


 


(b)          “Entity”
shall mean any corporation, partnership, limited liability company, joint venture, trust, foundation, association, organization
or other legal entity.


 


(c)          “Expenses”
shall mean all fees, costs and expenses incurred by Indemnitee in connection with any Proceeding (as defined below), including,
without limitation, attorneys’ fees, disbursements and retainers (including, without limitation, any such fees, disbursements
and retainers incurred by Indemnitee pursuant to Sections 10 and 11(c) of this Agreement), fees and disbursements of expert witnesses,
private investigators and professional advisors (including, without limitation, accountants and investment bankers), court costs,
transcript costs, fees of experts, travel expenses, duplicating, printing and binding costs, telephone and fax transmission charges,
postage, delivery services, secretarial services, and other disbursements and expenses.


 


(d)         “Indemnifiable
Expenses,” “Indemnifiable Liabilities” and “Indemnifiable Amounts” shall have
the meanings ascribed to those terms in Section 3(a) below.


 


(e)         “Liabilities”
shall mean judgments, damages, liabilities, losses, penalties, excise taxes, fines and amounts paid in settlement.


 




    	 



    	 



    

  


(f)          “Proceeding”
shall mean any threatened, pending or completed claim, action, suit, arbitration, alternate dispute resolution process, investigation,
administrative hearing, appeal, or any other proceeding, whether civil, criminal, administrative, arbitrative or investigative,
whether formal or informal, including a proceeding initiated by Indemnitee pursuant to Section 10 of this Agreement to enforce
Indemnitee’s rights hereunder.


 


(g)         “Subsidiary”
shall mean any corporation, partnership, limited liability company, joint venture, trust or other Entity of which the Company
owns (either directly or through or together with another Subsidiary of the Company) either (i) a general partner, managing member
or other similar interest or (ii) (A) 50% or more of the voting power of the voting capital equity interests of such corporation,
partnership, limited liability company, joint venture or other Entity, or (B) 50% or more of the outstanding voting capital stock
or other voting equity interests of such corporation, partnership, limited liability company, joint venture or other Entity.


 


2.            SERVICES
OF INDEMNITEE. In consideration of the Company’s covenants and commitments hereunder, Indemnitee agrees to serve or continue
to serve as a [director] [officer] of the Company for so long as Indemnitee is duly elected or appointed or until Indemnitee tenders
[his] [her] resignation or is no longer serving in such capacity. However, this Agreement shall not impose any obligation on Indemnitee
or the Company to continue Indemnitee’s service to the Company beyond any period otherwise required by law or by other agreements
or commitments of the parties, if any.


 


3.            AGREEMENT
TO INDEMNIFY. The Company agrees to indemnify Indemnitee as follows:


 


(a)
      Subject to the exceptions contained in Section 4(a) and 4(c) below, if Indemnitee was or is
a party or is threatened to be made a party to any Proceeding (other than an action by or in the right of the Company) by reason
of Indemnitee’s Corporate Status, Indemnitee shall be indemnified by the Company against all Expenses and Liabilities incurred
or paid by Indemnitee in connection with such Proceeding (referred to herein as “Indemnifiable Expenses” and
“Indemnifiable Liabilities,” respectively, and collectively as “Indemnifiable Amounts”).


 


(b)     
Subject to the exceptions contained in Section 4(b) below, if Indemnitee was or is a party or is threatened to be made a party
to any Proceeding by or in the right of the Company to procure a judgment in its favor by reason of Indemnitee’s Corporate
Status, Indemnitee shall be indemnified by the Company against all Indemnifiable Expenses.


 


4.            EXCEPTIONS
TO INDEMNIFICATION. Indemnitee shall be entitled to indemnification under Sections 3(a) and 3(b) above in all circumstances, other
than the following:


 


(a)
     If indemnification is requested under Section 3(a) and it has been adjudicated finally by a court
of competent jurisdiction that, in connection with the subject of the Proceeding out of which the claim for indemnification has
arisen, Indemnitee failed to act (i) in good faith and (ii) in a manner Indemnitee reasonably believed to be in or not opposed
to the best interests of the Company, or, with respect to any criminal action or proceeding, Indemnitee had reasonable cause to
believe that Indemnitee’s conduct was unlawful, Indemnitee shall not be entitled to payment of Indemnifiable Amounts hereunder.


 


(b)      If
indemnification is requested under Section 3(b) and:


 


(i)
it has been adjudicated finally by a court of competent jurisdiction that, in connection with the subject of the Proceeding out
of which the claim for indemnification has arisen, Indemnitee failed to act (A) in good faith and (B) in a manner Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company, Indemnitee shall not be entitled to payment of Indemnifiable
Expenses hereunder; or


 


(ii)
it has been adjudicated finally by a court of competent jurisdiction that Indemnitee is liable to the Company with respect to
any claim, issue or matter involved in the Proceeding out of which the claim for indemnification has arisen, including, without
limitation, a claim that Indemnitee received an improper personal benefit, no Indemnifiable Expenses shall be paid with respect
to such claim, issue or matter unless the Court of Chancery or another court in which such Proceeding was brought shall determine
upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, Indemnitee is
fairly and reasonably entitled to indemnity for such Indemnifiable Expenses which such court shall deem proper.


 




    	 



    	 



    

  


(c)      If
indemnification is requested under Section 3(a) in connection with any claim against the Indemnitee for an accounting of profits
arising from the purchase or sale by Indemnitee of securities of the Company in violation of Section 16(b) of the Securities and
Exchange Act of 1934, as amended, or any similar successor statute or similar provisions of state statutory law or common law.


 


5.            PROCEDURE
FOR APPLICATION AND PAYMENT OF INDEMNIFIABLE AMOUNTS. Indemnitee shall submit to the Company a written request specifying the
Indemnifiable Amounts for which Indemnitee seeks payment under Section 3 of this Agreement and the basis for the claim. The Company
shall pay such Indemnifiable Amounts to Indemnitee within sixty (60) calendar days of receipt of the request. At the request of
the Company, Indemnitee shall furnish such documentation and information as are reasonably available to Indemnitee and necessary
to establish that Indemnitee is entitled to indemnification hereunder


 


6.            INDEMNIFICATION
FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY SUCCESSFUL. Notwithstanding any other provision of this Agreement, and without
limiting any such provision, to the extent that Indemnitee is, by reason of Indemnitee’s Corporate Status, a party to and
is successful, on the merits or otherwise, in any Proceeding, Indemnitee shall be indemnified against all Expenses reasonably
incurred by Indemnitee or on Indemnitee’s behalf in connection therewith. If Indemnitee is not wholly successful in such
Proceeding but is successful, on the merits or otherwise, as to one or more but less than all claims, issues or matters in such
Proceeding, the Company shall indemnify Indemnitee against all Expenses reasonably incurred by Indemnitee or on Indemnitee’s
behalf in connection with each successfully resolved claim, issue or matter. For purposes of this Agreement, the termination of
any claim, issue or matter in such a Proceeding by dismissal, with or without prejudice, shall be deemed to be a successful result
as to such claim, issue or matter.


 


7.            EFFECT
OF CERTAIN RESOLUTIONS. Neither the settlement nor termination of any Proceeding nor the failure of the Company to award indemnification
or to determine that indemnification is payable shall create an adverse presumption that Indemnitee is not entitled to indemnification
hereunder. In addition, the termination of any proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere
or its equivalent shall not create a presumption that Indemnitee did not act in good faith and in a manner which Indemnitee reasonably
believed to be in or not opposed to the best interests of the Company or, with respect to any criminal action or proceeding, had
reasonable cause to believe that Indemnitee’s action was unlawful.


 


8.            AGREEMENT
TO ADVANCE EXPENSES; UNDERTAKING. The Company shall advance all Expenses incurred by or on behalf Indemnitee in connection with
any Proceeding, including a Proceeding by or in the right of the Company, in which Indemnitee is involved by reason of such Indemnitee’s
Corporate Status within thirty (30) days after the receipt by the Company of a written statement from Indemnitee requesting such
advance or advances from time to time, whether prior to or after final disposition of such Proceeding. All advances shall be unsecured
and interest free. To the extent required by Delaware law, Indemnitee hereby undertakes to repay the amount of Indemnifiable Expenses
paid to Indemnitee if it is finally determined by a court of competent jurisdiction that Indemnitee is not entitled under this
Agreement, the Bylaws, the Certificate of Incorporation, applicable law or otherwise, to indemnification with respect to such
Expenses. This undertaking is an unlimited general obligation of Indemnitee. This Section 8 shall not apply to any claim made
by Indemnitee which is excluded pursuant to Section 4.


 


9.            PROCEDURE
FOR ADVANCE PAYMENT OF EXPENSES. Indemnitee shall submit to the Company a written request specifying the Indemnifiable Expenses
for which Indemnitee seeks an advancement under Section 8 of this Agreement, together with documentation evidencing that Indemnitee
has incurred such Indemnifiable Expenses. Payment of Indemnifiable Expenses under Section 8 shall be made no later than thirty
(30) calendar days after the Company’s receipt of such request.


 




    	 



    	 



    

  


10.          REMEDIES
OF INDEMNITEE.


 


(a)
     RIGHT TO PETITION COURT. In the event that Indemnitee makes a request for payment of Indemnifiable
Amounts under Sections 3 and 5 above or a request for an advancement of Indemnifiable Expenses under Sections 8 and 9 above and
the Company fails to make such payment or advancement in a timely manner pursuant to the terms of this Agreement, Indemnitee may
petition the Court of Chancery to enforce the Company’s obligations under this Agreement.


 


(b)
     BURDEN OF PROOF. In any judicial proceeding brought under Section 10(a) above, the Company shall
have the burden of proving that Indemnitee is not entitled to payment of Indemnifiable Amounts hereunder.


 


(c)
     EXPENSES. If Indemnitee is successful in whole or in part in connection with any action brought
by Indemnitee under Section 10(a) above, the Company agrees to reimburse Indemnitee in full for any Expenses incurred by Indemnitee
in connection with investigating, preparing for, litigating, defending or settling any such action, or in connection with any
claim or counterclaim brought by the Company in connection therewith.


 


(d)
    VALIDITY OF AGREEMENT. The Company shall be precluded from asserting in any Proceeding, including, without
limitation, an action under Section 10(a) above, that the provisions of this Agreement are not valid, binding and enforceable
or that there is insufficient consideration for this Agreement and shall stipulate in court that the Company is bound by all the
provisions of this Agreement.


 


(e)
    FAILURE TO ACT NOT A DEFENSE. The failure of the Company (including its Board of Directors or any committee
thereof, independent legal counsel, or stockholders) to make a determination concerning the permissibility of the payment of Indemnifiable
Amounts or the advancement of Indemnifiable Expenses under this Agreement shall not be a defense in any action brought under Section
10(a) above, and shall not create a presumption that such payment or advancement is not permissible.


 


11.          DEFENSE
OF THE UNDERLYING PROCEEDING.


 


(a)
     NOTICE BY INDEMNITEE. Indemnitee agrees to notify the Company promptly upon being served with any
summons, citation, subpoena, complaint, indictment, information, or other document relating to any Proceeding which may result
in the payment of Indemnifiable Amounts or the advancement of Indemnifiable Expenses hereunder; provided, however, that the failure
to give any such notice shall not disqualify Indemnitee from the right to receive payments of Indemnifiable Amounts or advancements
of Indemnifiable Expenses unless the Company’s ability to defend in such Proceeding is materially and adversely prejudiced
thereby.


 


(b)
     DEFENSE BY COMPANY. Subject to the provisions of the last sentence of this Section 11(b) and of
Section 11(c) below, the Company shall have the right to defend Indemnitee in any Proceeding which may give rise to the payment
of Indemnifiable Amounts hereunder; provided, however that the Company shall notify Indemnitee of any such decision to defend
within ten (10) days of receipt of notice of any such Proceeding under Section 11(a) above. The Company shall not, without the
prior written consent of Indemnitee, consent to the entry of any judgment against Indemnitee or enter into any settlement or compromise
which (i) includes an admission of fault of Indemnitee or (ii) does not include, as an unconditional term thereof, the full release
of Indemnitee from all liability in respect of such Proceeding, which release shall be in form and substance reasonably satisfactory
to Indemnitee. This Section 11(b) shall not apply to a Proceeding brought by Indemnitee under Section 10(a), above, or pursuant
to Section 20, below.


 


(c)      
INDEMNITEE’S RIGHT TO COUNSEL. Notwithstanding the provisions of Section 11(b) above, if in a Proceeding to which Indemnitee
is a party by reason of Indemnitee’s Corporate Status, Indemnitee reasonably concludes that it may have separate defenses
or counterclaims to assert with respect to any issue which may not be consistent with the position of other defendants in such
Proceeding, or if the Company fails to assume the defense of such proceeding in a timely manner, Indemnitee shall be entitled
to be represented by separate legal counsel of Indemnitee’s choice at the expense of the Company. In addition, if the Company
fails to comply with any of its obligations under this Agreement or in the event that the Company or any other person takes any
action to declare this Agreement void or unenforceable, or institutes any action, suit or proceeding to deny or to recover from
Indemnitee the benefits intended to be provided to Indemnitee hereunder, Indemnitee shall have the right to retain counsel of
Indemnitee’s choice, at the expense of the Company, to represent Indemnitee in connection with any such matter.


 




    	 



    	 



    

  


12.          REPRESENTATIONS
AND WARRANTIES OF THE COMPANY. The Company hereby represents and warrants to Indemnitee as follows:


 


(a)       AUTHORITY.
The Company has all necessary power and authority to enter into, and be bound by the terms of, this Agreement, and the execution,
delivery and performance of the undertakings contemplated by this Agreement have been duly authorized by the Company.


 


(b)
     ENFORCEABILITY. This Agreement, when executed and delivered by the Company in accordance with the
provisions hereof, shall be a legal, valid and binding obligation of the Company, enforceable against the Company in accordance
with its terms, except as such enforceability may be limited by applicable bankruptcy, insolvency, moratorium, reorganization
or similar laws affecting the enforcement of creditors’ rights generally.


 


13.          INSURANCE.
The Company shall, from time to time, make the good faith determination whether or not it is practicable for the Company to obtain
and maintain a policy or policies of insurance with a reputable insurance company providing the Indemnitee with coverage for losses
from wrongful acts, and to ensure the Company’s performance of its indemnification obligations under this Agreement. Among
other considerations, the Company will weigh the costs of obtaining such insurance coverage against the protection afforded by
such coverage. In all policies of director and officer liability insurance, Indemnitee shall be named as an insured in such a
manner as to provide Indemnitee the same rights and benefits as are accorded to the most favorably insured of the Company’s
officers and directors. Notwithstanding the foregoing, the Company shall have no obligation to obtain or maintain such insurance
if the Company determines in good faith that such insurance is not reasonably available, if the premium costs for such insurance
are disproportionate to the amount of coverage provided, or if the coverage provided by such insurance is limited by exclusions
so as to provide an insufficient benefit. The Company shall promptly notify Indemnitee of any good faith determination not to
provide such coverage.


 


14.          NO
DUPLICATION OF PAYMENTS. The Company shall not be liable under this Agreement to make any payment to Indemnitee in respect of
any Indemnifiable Liabilities to the extent Indemnitee has otherwise received payment under any insurance policy, the Company’s
By-laws or Certificate of Incorporation, under Delaware law, any other contract or otherwise, of the amounts otherwise indemnifiable
by the Company hereunder.


 


15.          CONTRACT
RIGHTS NOT EXCLUSIVE. The rights to payment of Indemnifiable Amounts and advancement of Indemnifiable Expenses provided by this
Agreement shall be in addition to, but not exclusive of, any other rights which Indemnitee may have at any time under applicable
law, the Company’s By-laws or Certificate of Incorporation, or any other agreement, vote of stockholders or directors (or
a committee of directors), or otherwise, both as to action in Indemnitee’s official capacity and as to action in any other
capacity as a result of Indemnitee’s serving as a [director] [officer] of the Company.


 


16.          SUCCESSORS.
This Agreement shall be (a) binding upon all successors and assigns of the Company (including any transferee of all or a substantial
portion of the business, stock and/or assets of the Company and any direct or indirect successor by merger or consolidation or
otherwise by operation of law) and (b) binding on and shall inure to the benefit of the heirs, personal representatives, executors
and administrators of Indemnitee. This Agreement shall continue for the benefit of Indemnitee and such heirs, personal representatives,
executors and administrators after Indemnitee has ceased to have Corporate Status.


 


17.          SUBROGATION.
In the event of any payment of Indemnifiable Amounts under this Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of contribution or recovery of Indemnitee against other persons, and Indemnitee shall take, at the
request of the Company, all reasonable action necessary to secure such rights, including the execution of such documents as are
necessary to enable the Company to bring suit to enforce such rights.


 


18.          CHANGE
IN LAW. To the extent that a change in Delaware law (whether by statute or judicial decision) shall permit broader indemnification
or advancement of expenses than is provided under the terms of the by-laws of the Company and this Agreement, Indemnitee shall
be entitled to such broader indemnification and advancements, and this Agreement shall be deemed to be amended to such extent.


 




    	 



    	 



    

  


19.          SEVERABILITY.
Whenever possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under applicable
law, but if any provision of this Agreement, or any clause thereof, shall be determined by a court of competent jurisdiction to
be illegal, invalid or unenforceable, in whole or in part, such provision or clause shall be limited or modified in its application
to the minimum extent necessary to make such provision or clause valid, legal and enforceable, and the remaining provisions and
clauses of this Agreement shall remain fully enforceable and binding on the parties.


 


20.          INDEMNITEE
AS PLAINTIFF. Except as provided in Section 10(c) of this Agreement and in the next sentence, Indemnitee shall not be entitled
to payment of Indemnifiable Amounts or advancement of Indemnifiable Expenses with respect to any Proceeding brought by Indemnitee
against the Company, any Entity which it controls, any director or officer thereof, or any third party, unless the Board of Directors
of the Company has consented to the initiation of such Proceeding. This Section shall not apply to counterclaims or affirmative
defenses asserted by Indemnitee in an action brought against Indemnitee.


 


21.          MODIFICATIONS
AND WAIVER. Except as provided in Section 18 above with respect to changes in Delaware law which broaden the right of Indemnitee
to be indemnified by the Company, no supplement, modification or amendment of this Agreement shall be binding unless executed
in writing by each 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 of this Agreement (whether or not similar), nor shall such waiver constitute a continuing waiver.


 


22.          GENERAL
NOTICES. All notices, requests, demands and other communications hereunder shall be in writing and shall be deemed to have been
duly given (a) when delivered by hand, (b) when transmitted by facsimile and receipt is acknowledged, or (c) if mailed by certified
or registered mail with postage prepaid, on the third business day after the date on which it is so mailed:


 


(i)     
If to Indemnitee, to:


 


[Name]


[Address]


Facsimile:
[———-]


 


(ii)
   If to the Company, to:


 


Eyegate
Pharmaceuticals, Inc.


271
Waverley Oaks Road


Suite
108


Waltham,
MA 02452


Attention:
Chief Executive Officer


 


With
a copy to:


 


Burns
& Levinson LLP


125
Summer Street


Boston,
MA 02110


Facsimile:
(617) 345-3299


Attention:
Josef B. Volman, Esq.


 


or
to such other address as may have been furnished in the same manner by any party to the others.


 




    	 



    	 



    

  


23.          GOVERNING
LAW; CONSENT TO JURISDICTION; SERVICE OF PROCESS. This Agreement shall be governed by and construed in accordance with the laws
of the State of Delaware without regard to its rules of conflict of laws. Each of the Company and the Indemnitee hereby irrevocably
and unconditionally consents to submit to the exclusive jurisdiction of the Court of Chancery of the State of Delaware and the
courts of the United States of America located in the State of Delaware (the “Delaware Courts”) for any litigation
arising out of or relating to this Agreement and the transactions contemplated hereby (and agrees not to commence any litigation
relating thereto except in such courts), waives any objection to the laying of venue of any such litigation in the Delaware Courts
and agrees not to plead or claim in any Delaware Court that such litigation brought therein has been brought in an inconvenient
forum. Each of the parties hereto agrees, (a) to the extent such party is not otherwise subject to service of process in the State
of Delaware, to appoint and maintain an agent in the State of Delaware as such party’s agent for acceptance of legal process,
and (b) that service of process may also be made on such party by prepaid certified mail with a proof of mailing receipt validated
by the United States Postal Service constituting evidence of valid service. Service made pursuant to (a) or (b) above shall have
the same legal force and effect as if served upon such party personally within the State of Delaware. For purposes of implementing
the parties’ agreement to appoint and maintain an agent for service of process in the State of Delaware, each such party
does hereby appoint [__________________________], as such agent and each such party hereby agrees to complete all actions necessary
for such appointment.


 


24.          COUNTERPARTS.
This Agreement may be executed in one or more counterparts, each of which shall for all purposes be deemed an original, but all
of which together shall constitute one and the same document.


 


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









 





	 	Eyegate
    Pharmaceuticals, Inc.







 





	 	By:	 







 





	 	Name:
	 	 
	 	Title:
	 	 
	 	

        INDEMNITEE

	 	 
	 	 







 





	 	Name: