exhibit_10-2.htm


    Exhibit
10.2

    
      SCOLR
PHARMA, INC.

      


      OFFICER
INDEMNIFICATION AGREEMENT

      


      


      THIS AGREEMENT is made as of May 26,
2009, by and between SCOLR
Pharma, Inc., a Delaware corporation (the "Corporation"), and
________________ ("Officer"), an officer of the
Corporation.

      


      WHEREAS, it is essential to the
Corporation to retain and attract officers who have significant experience in
business, corporate and financial matters; and

      


      WHEREAS, the Officer possesses the
knowledge and experience desired by the Corporation and the Corporation desires
the Officer to serve as an officer of the Corporation; and

      


      WHEREAS, the Bylaws of the Corporation
require indemnification of the officers of the Corporation to the fullest extent
permitted by the Delaware General Corporation Law (the "DGCL"), and the DGCL expressly
provides that the indemnification provisions set forth therein are not
exclusive; and

      


      WHEREAS, the Corporation and the
Officer desire to enter into a contract that sets forth their respective rights
and obligations with regard to claims for loss, liability, expense or damage
which, directly or indirectly, may arise out of or relate to service as an
officer of the Corporation;

      


      NOW THEREFORE, in consideration of the
premises and the covenants contained herein and Officer’s agreement to continue
to serve the Corporation after the date hereof, the sufficiency of which is
hereby acknowledged, the Corporation and Officer do hereby covenant and agree as
follows:

      


      
        	
                1.

              	
                Agreement to
      Serve.   The Officer shall serve as an officer of
      the Corporation. This Agreement shall not be deemed an employment contract
      between the Corporation and Officer. The Officer specifically acknowledges
      that Officer’s employment with the Corporation, if any, is at will, and
      the Officer may be discharged at any time for any reason, with or without
      cause, except as may be otherwise provided in any written employment
      contract between the Officer and the Corporation, other applicable formal
      severance policies duly adopted by the Board of Directors (the “Board”), or by the
      Corporation’s Certificate of Incorporation, the Corporation’s Bylaws, and
      the DGCL. The foregoing notwithstanding, this Agreement shall continue in
      force after the Officer has ceased to serve as an officer of the
      Corporation.

              


      

       

      
        
          
            	
                    2.

                  	
                    Definitions.   As
      used in this Agreement:

                  


          

        

      

      


      
        	
                 
      

              	
                (a)

              	
                The
      term "Proceeding"
      shall include any threatened, pending or completed action, suit or
      proceeding, whether brought in the right of the Corporation or otherwise,
      and whether of a civil, criminal, administrative or investigative nature,
      whether formal or informal, in which the Officer may be or may have been
      involved as a party, witness or otherwise, by reason of the fact that the
      Officer is

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        


        
          	
                   
      

                	
                   

                	
                  or
      was an officer of the Corporation, or is or was serving at the request of
      the Corporation (or is deemed to be serving or have served) as a director,
      officer, partner, trustee, manager, employee or agent of another
      corporation, limited liability company, partnership, joint venture, trust
      or other enterprise, whether or not serving in such capacity at the time
      any liability or expense is incurred for which exculpation,
      indemnification or reimbursement can be provided under this
      Agreement.  The term "Proceeding" shall also
      include a situation that the Officer in good faith believes may lead to
      the institution of an action, suit or
  proceeding.

                


        

         

      

      
        	
                 
      

              	
                (b)

              	
                The
      term "Expenses"
      shall mean any expense, liability or loss, including attorneys' fees,
      judgments, fines, ERISA excise taxes and penalties, amounts paid or to be
      paid in settlement, any interest, assessments or other charges imposed
      thereon, any federal, state, local or foreign taxes imposed as a result of
      the actual or deemed receipt of any payments under this Agreement, and
      shall include, without limitation thereto, expenses of investigations,
      judicial or administrative proceedings or appeals, attorney, accountant
      and other professional fees and disbursements and any expenses of
      establishing a right to indemnification under Section 12 of this
      Agreement, but shall not include amounts paid in settlement by the Officer
      or the amount of judgments or fines against the
  Officer.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                References
      to "other
      enterprise" include, without limitation, employee benefit plans;
      references to "fines" include, without
      limitation, any excise taxes assessed on a person with respect to any
      employee benefit plan; references to "serving at the request of the
      Corporation" include, without limitation, any service as a
      director, officer, partner, trustee, manager, employee or agent which
      imposes duties on, or involves services by, such director, officer,
      partner, trustee, manager, employee or agent with respect to an employee
      benefit plan, its participants, or its beneficiaries; and a person who
      acted in good faith and in a manner such person reasonably believed to be
      in the interest of the participants and beneficiaries of an employee
      benefit plan shall be deemed to have acted in a manner "not opposed to the best
      interests of the Corporation" as referred to in this
      Agreement.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                References
      to "the
      Corporation" shall include, in addition to the resulting entity,
      any constituent corporation or other entity (including any constituent of
      a constituent) absorbed in a consolidation or merger which, if its
      separate existence had continued, would have had power and authority to
      indemnify its directors, officers, partners, trustees, managers, employees
      or agents, so that any person who is or was a director, officer, partner,
      trustee, manager, employee or agent of such constituent entity, or is or
      was serving at the request of such constituent entity as a director,
      officer, partner, trustee, manager, employee or agent of another
      corporation, limited liability company, partnership, joint venture, trust
      or other enterprise, shall stand in the same position under this Agreement
      with respect to the resulting or surviving entity as such person would
      have with respect to such constituent entity if  its separate
      existence had continued.

              


      

      


      
        	
                 
      

              	
                (e)

              	
                For
      purposes of this Agreement, the meaning of the phrase "to the fullest
      extent

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        


        
          	
                   
      

                	
                   

                	
                  permitted by law" shall
      include, but not be limited to:

                


        

         

      

      
        	
                 
      

              	
                (i)

              	
                to
      the fullest extent authorized or permitted by any amendments to or
      replacements of the DGCL adopted after the date of this Agreement that
      increase the extent to which a corporation may indemnify or exculpate its
      officers; and

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                to
      the fullest extent permitted by any provision of the DGCL that authorizes
      or contemplates additional indemnification by agreement, or the
      corresponding provision of any amendment to or replacement of the
      DGCL.

              


      

      


      
        	
                 
      

              	
                (f)

              	
                A
      "Change in
      Control" shall be deemed to occur upon the earlier the earliest to
      occur after the date of this Agreement of any of the following
      events:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                Acquisition of Stock by Third
      Party.   Any Person (as defined below) is or becomes
      the Beneficial Owner, directly or indirectly, of securities of the
      Corporation representing fifty percent (50%) or more of the combined
      voting power of the Corporation's then outstanding securities entitled to
      vote generally in the election of directors, unless (a) the change in the
      relative Beneficial Ownership of the Corporation's securities by any
      Person results solely from a reduction in the aggregate number of
      outstanding shares of  securities entitled to vote generally in
      the election of directors, or (b) such acquisition was approved in advance
      by the Continuing Directors (as defined below) and such acquisition would
      not constitute a Change in Control under part (iii) of this
      definition;

              


      

      


      
        	
                 
      

              	
                 (ii)

              	
                Change in Board of
      Directors.   Individuals who, as of the date hereof,
      constitute the Board, and any new director whose election by the Board or
      nomination for election by the Corporation's stockholders was approved by
      a vote of at least two thirds of the Directors then still in office who
      were Directors on the date hereof or whose election for nomination for
      election was previously so approved (collectively, the "Continuing Directors"),
      cease for any reason to constitute at least a majority of the members of
      the Board;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                Corporation
      Transactions.   The effective date of a
      reorganization, merger or consolidation of the Corporation (a "Business Combination"),
      in each case, unless, immediately following such Business Combination: (a)
      all or substantially all of the Persons who were the Beneficial Owners of
      securities entitled to vote generally in the election of Directors
      immediately prior to such Business Combination beneficially own, directly
      or indirectly, more than 51% of the combined voting power of the then
      outstanding securities of the Corporation entitled to vote generally in
      the election of Directors resulting from such Business Combination
      (including, without limitation, a corporation which was a result of
      such

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        


        
          	
                   
      

                	
                   

                	
                  transaction
      owns the Corporation or all or substantially all of the Corporation's
      assets either directly or through one or more Subsidiaries) in
      substantially the same proportions as their ownership, immediately prior
      to such Business Combination, of the securities entitled to vote generally
      in the election of Directors; (b) no Person (excluding any corporation
      resulting from such Business Combination) is the Beneficial Owner,
      directly or indirectly, of 15% or more of the combined voting power of the
      then outstanding securities entitled to vote generally in the election of
      Directors of such corporation except to the extent that such ownership
      existed prior to such Business Combination; and (c) at least a majority of
      the board of directors of the corporation resulting from such Business
      Combination were Continuing Directors at the time of the execution of the
      initial agreement, or of the action of the board of directors, providing
      for such Business Combination;

                


        

         

      

      
        	
                 
      

              	
                (iv)

              	
                Liquidation.   The
      approval by the stockholders of the Corporation of a complete liquidation
      of the Corporation or an agreement or series of agreements for the sale or
      disposition by the Corporation of all or substantially all of the
      Corporation's assets, other than factoring the Corporation's current
      receivables or escrows due (or, if such approval is not required, the
      decision by the Board to proceed with such a liquidation, sale, or
      disposition in one transaction or a series of related transactions);
      or

              


      

      


      
        	
                 
      

              	
                (v)

              	
                Other
      Events.   There occurs any other event of a nature
      that would be required to be reported in response to Item 6(e) of Schedule
      14A of Regulation 14A (or a response to any similar item on any similar
      schedule or form) promulgated under the Exchange Act, whether or not the
      Corporation is then subject to such reporting
  requirement.

              


      

      


      
        	
                 
      

              	
                (g)

              	
                Beneficial Owner; Beneficial
      Ownership.   The terms "Beneficial Owner" and
      "Beneficial
      Ownership" shall have the meanings set forth in Rule 13d-3
      promulgated under the  Securities Exchange Act  of
      1934, as amended, as in effect on the date hereof  (the "Exchange
      Act") .

              


      

      
        
        

      

      
        
        

      

      
        
        

      

       

      
        	
              	
                (h)

              	
                The
      term "Person"
      shall have the meaning as set forth in Sections 13(d) and 14(d) of the
      Exchange Act as in effect on the date hereof; provided, however, that
      "Person" shall exclude: (a) the Corporation; (b) any subsidiary of the
      Corporation; (c) any employment benefit plan of the Corporation or of a
      subsidiary of the Corporation or of any corporation owned, directly or
      indirectly, by the stockholders of the Corporation in substantially the
      same proportions as their ownership of stock of the Corporation; and (d)
      any trustee or other fiduciary holding securities under an employee
      benefit plan of the Corporation or of a subsidiary of the Corporation or
      of a corporation owned directly or indirectly by the stockholders of the
      Corporation in substantially the same proportions as their ownership of
      stock of the Corporation.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                3.

              	
                Limitation
      of Liability.

              


      

      
         

      

      
        	
                 
      

              	
                (a)

              	
                To
      the fullest extent permitted by law, the Officer shall have no monetary
      liability of any kind or nature whatsoever in respect of the Officer’s
      errors or omissions (or alleged errors or omissions) in serving the
      Corporation or any of its subsidiaries, their respective shareholders or
      any other enterprise at the request of the Corporation, so long as such
      errors or omissions (or alleged errors or omissions), if any, are not
      shown by clear and convincing evidence to have
  involved:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                any
      breach of the Officer’s duty of loyalty to such entities, shareholders or
      enterprises;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                any
      act or omission not in good faith or which involved intentional misconduct
      or a knowing violation of law;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                any
      transaction from which the Officer derived an improper personal benefit;
      or

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                profits
      made from the purchase and sale by the Officer of securities of the
      Corporation within the meaning of Section 16(b) of the Securities Exchange
      Act of 1934, as amended, or similar provision of any state statutory law
      or common law.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Without
      limiting the generality of subparagraph (a) above and to the fullest
      extent permitted by law, the Officer shall have no personal liability to
      the Corporation or any of its subsidiaries, their respective shareholders
      or any other person claiming derivatively through the Corporation,
      regardless of the theory or principle under which such liability may be
      asserted, for:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                punitive,
      exemplary or consequential damages;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                treble
      or other damages computed based upon any multiple of damages actually and
      directly proved to have been
sustained;

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                fees
      of attorneys, accountants, expert witnesses or professional consultants;
      or

              


      

      


      
        	
                 
      

              	
                (iv)

              	
                civil
      fines or penalties of any kind or nature
  whatsoever.

              


      

      


      
        	
                4.

              	
                Indemnity in Third Party
      Proceedings.   The Corporation shall indemnify the
      Officer in accordance with the provisions of this Section 4 if the Officer
      was or is a party to, or is threatened to be made a party to, any
      Proceeding (other than a Proceeding by or in the right of the Corporation
      to procure a judgment in its favor), against all Expenses, judgments,
      fines and amounts paid in settlement, actually and reasonably incurred by
      the by the Officer in connection with such Proceeding if the Officer acted
      in good faith and

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        


        
          	
                   

                	
                  in
      a manner the Officer reasonably believed was in or not opposed to the best
      interests of the Corporation, and, with respect to any criminal action or
      proceeding, the Officer, in addition, had no reasonable cause to believe
      that the Officer’s conduct was
unlawful.

                


        

         

      

      
        	
                 
      

              	
                The
      Officer shall not be entitled to indemnification under this Section 4 in
      connection with any Proceeding charging improper personal benefit to the
      Officer in which the Officer is finally adjudged liable without further
      rights of appeal on the basis that personal benefit was improperly
      received by the Officer unless and only to the extent that the court
      conducting such Proceeding, or any other court of competent jurisdiction,
      determines upon application that, despite the adjudication of liability,
      the Officer is fairly and reasonably entitled to indemnification in view
      of all the relevant circumstances.

              


      

      


      
        	
                5.

              	
                Indemnity in Proceedings by or
      in the Right of the Corporation.   The Corporation
      shall indemnify the Officer in accordance with the provisions of this
      Section 5 if the Officer was or is a party to, or is threatened to be made
      a party to, any Proceeding by or in the right of the Corporation to
      procure a judgment in its favor, against all Expenses actually and
      reasonably incurred by the Officer in connection with the defense or
      settlement of such Proceeding if the Officer acted in good faith and in a
      manner the Officer reasonably believed was in or not opposed to the best
      interests of the Corporation. The Officer shall not be entitled to
      indemnification under this Section 5 in connection with any Proceeding in
      which the Officer has been finally adjudged liable without further rights
      of appeal to the Corporation unless and only to the extent that the court
      conducting such Proceeding, or any other court of competent jurisdiction,
      determines upon application that, despite the adjudication of liability,
      the Officer is fairly and reasonably entitled to indemnification in view
      of all the relevant circumstances.

              


      

      


      
        	
                6.

              	
                Indemnification of Expenses of
      Successful Party.   Notwithstanding any other
      provisions of this Agreement other than Section 8, to the extent that the
      Officer has been successful, on the merits or otherwise, in defense of any
      Proceeding or in defense of any claim, issue or matter therein, including
      the dismissal of an action without prejudice, the Corporation shall
      indemnify the Officer against all Expenses actually and reasonably
      incurred in connection therewith.  If any Proceeding is disposed
      of on the merits or otherwise (including a disposition without prejudice),
      without (i) the disposition being adverse to the Officer, (ii) an
      adjudication that the Officer was liable to the Corporation, (iii) a plea
      of guilty by the Officer, (iv) an adjudication that the Officer did not
      act in good faith, and in a manner he reasonably believed to be in or not
      opposed to the best interests of the Corporation, and (v) with respect to
      any criminal proceeding, an adjudication that the Officer had reasonable
      cause to believe his conduct was unlawful, the Officer shall be considered
      for the purposes hereof to have been successful with respect
      thereto.

              


      

      


      
        	
                7.

              	
                Additional
      Indemnification.   Notwithstanding any limitation in
      Sections 4, 5 or 6, the Corporation shall indemnify the Officer to the
      fullest extent permitted by law with respect to any Proceeding (including
      a Proceeding by or in the right of the Corporation to procure a judgment
      in its favor), against all Expenses, judgments, fines and amounts paid in
      settlement, actually and reasonably incurred by the Officer in connection
      with such

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        


        
          	
                   

                	
                  Proceeding.

                


        

         

      

      
        	
                8.

              	
                Exclusions.   Notwithstanding
      any provision in this Agreement, the Corporation shall not be obligated
      under this Agreement to make any indemnification in connection with any
      claim made against the Officer:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                for
      which payment has actually been made to or on behalf of the Officer under
      any insurance policy, except with respect to any excess amount to which
      the Officer is entitled under this Agreement beyond the amount of payment
      under such insurance policy;

              


      

      


      
        	
                 
      

              	
                (b)

              	
                if
      a court having jurisdiction in the matter finally determines that such
      indemnification is not lawful under any applicable statute or public
      policy;

              


      

      


      
        	
                 
      

              	
                (c)

              	
                in
      connection with any Proceeding (or part of any Proceeding) initiated by
      the Officer, or any Proceeding by the Officer against the Corporation or
      its directors, officers, employees or other persons entitled to be
      indemnified by the Corporation,
unless:

              


      

      


      
        	
                 
      

              	
                (i)

              	
                the
      Corporation is expressly required by law to make the
      indemnification;

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      Proceeding was authorized by the Board of Directors of the Corporation;
      or

              


      

      


      
        	
                 
      

              	
                (iii)

              	
                the
      Officer initiated the Proceeding pursuant to Section 12 of this Agreement
      and the Officer is successful in whole or in part in such Proceeding;
      or

              


      

      


      
        	
                 
      

              	
                (d)

              	
                on
      account of any Proceeding with respect to which final judgment without
      further right of appeal is rendered against the Officer for payment or an
      accounting of profits made from the purchase or sale by the Officer of
      securities of the Corporation within the meaning of Section 16(b) of the
      Securities Exchange Act of 1934, as amended, or similar provision of any
      state statutory law or common law.

              


      

      


      
        	
                9.

              	
                Advances of
      Expenses.   The Corporation shall pay the Expenses
      incurred by the Officer in any Proceeding (other than a Proceeding brought
      for an accounting of profits made from the purchase and sale by the
      Officer of securities of the Corporation within the meaning of Section
      16(b) of the Securities Exchange Act of 1934, as amended, or similar
      provision of any state statutory law or common law) in advance of the
      final disposition of the Proceeding at the written request of the Officer,
      if the Officer:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                furnishes
      the Corporation a written affirmation of the Officer’s good faith belief
      that the Officer is entitled to be indemnified under this Agreement;
      and

              


      

      


      
        	
                 
      

              	
                (b)

              	
                furnishes
      the Corporation a written undertaking in the form attached hereto
      as

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        


        
          	
                   
      

                	
                   

                	
                  Exhibit A. Such
      undertaking shall be an unlimited general obligation of the Officer but
      need not be secured.

                


        

         

      

      Advances
pursuant to this Section 9 shall be made no later than 10 days after receipt by
the Corporation of the affirmation and undertaking described in Sections 9(a)
and 9(b) above, and shall be made without regard to the Officer’s ability to
repay the amount advanced and without regard to the Officer’s ultimate
entitlement to indemnification under this Agreement. Advances shall be unsecured
and interest free.  The Corporation may establish a trust, escrow
account or other secured funding source for the payment of advances made and to
be made pursuant to this Section 9 or of other liability incurred by the Officer
in connection with any Proceeding.

      


      
        	
                10.

              	
                Nonexclusivity, Effectiveness
      and Continuity of Rights.   The indemnification,
      advancement of Expenses, and exculpation from liability provided by this
      Agreement (i) shall not be deemed exclusive of any other rights to which
      the Officer may be entitled under any other agreement, any certificate of
      incorporation, bylaws, or vote of shareholders or directors, the DGCL, or
      otherwise, both as to action in the Officer’s official capacity and as to
      action in another capacity while holding such office or occupying such
      position, (ii) shall apply without regard to whether the event giving rise
      to a claim for indemnification, advancement, reimbursement or exculpation
      occurred prior to or following the date of this Agreement, and (iii) shall
      continue as to the Officer even though the Officer may have ceased to be
      an officer of the Corporation or a director, officer, partner, trustee,
      manager, employee or agent of an enterprise related to the Corporation and
      shall inure to the benefit of the heirs, executors, administrators and
      personal representatives of the
Officer.

              


      

       

      
        
          	
                  11.

                	
                  Procedure Upon Application for
      Indemnification.   Any
      indemnification under Sections 4, 5, 6 or 7 shall be made no later than 45
      days after receipt of the written request of the Officer, and, if required
      by applicable law, only as authorized in the specific case upon a
      determination that indemnification of the Officer is proper in the
      circumstances because the person has met the applicable standard of
      conduct set forth in sections 145(a) and (b) of the DGCL. Such
      determination shall be made, with respect to a person who is a director or
      officer at the time of such
  determination:

                


        

      

      


      
        	
                 
      

              	
                (a)

              	
                by
      a majority vote of the directors who are not parties to such Proceeding,
      even though less than a quorum; or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                by
      a committee of such directors designated by majority vote of such
      directors, even though less than a quorum;
or

              


      

      


      
        	
                 
      

              	
                (c)

              	
                if
      there are no such directors, or if such directors so direct, by
      independent legal counsel in a written opinion, which counsel shall be
      appointed (i) by a majority vote of the Board of Directors or its
      committee in the manner prescribed by paragraph (a) or paragraph (b) of
      this Section 11, or (ii) if a quorum of the Board of Directors cannot be
      obtained under paragraph (a) of this Section 11 or a committee cannot be
      designated under paragraph (b) of this Section 11, then by
    a

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        


        
          	
                   
      

                	
                   

                	
                  majority
      vote of the full Board of Directors, including directors who are parties
      to the applicable Proceeding; or

                


        

         

      

      
        	
                 
      

              	
                (d)

              	
                by
      the shareholders of the Corporation; provided that
      following: a Change in Control,
      all determinations concerning the rights of the Officer to indemnity
      payments and expense advances under this Agreement or any other agreement
      or under applicable law or the Corporation’s Certificate of Incorporation
      or Bylaws now or hereafter in effect relating to indemnification shall be
      made by independent counsel selected by the Officer and approved by the
      Corporation (which approval shall not be unreasonably withheld or
      delayed), and who has not otherwise performed services for the Corporation
      or the Officer (other than in connection with indemnification matters)
      within the last five years. The 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
      Corporation or Officer in an action to determine Officer’s rights under
      this Agreement. Such counsel, among other things, shall render its written
      opinion to the Corporation and Officer as to whether and to what extent
      the Officer should be permitted to be indemnified under applicable
      law.

              


      

      


      The
Corporation agrees to pay the reasonable fees of any independent counsel engaged
hereunder and to advance expenses for and indemnify fully such counsel against
any and all expenses (including attorneys’ fees), claims, liabilities, loss and
damages arising out of or relating to this Agreement or the engagement of
independent counsel pursuant hereto.

      


      If the
person or persons so empowered to make a determination pursuant to this Section
11 shall have failed to make the requested determination within ninety (90) days
after any judgment, order, settlement, dismissal, arbitration award, conviction,
acceptance of a plea of nolo
contendre or its equivalent, or other disposition or partial disposition
of any Proceeding or any other event that could enable the Corporation to
determine the Officer’s entitlement to indemnification, the requisite
determination that the Officer is entitled to indemnification shall be deemed to
have been made.

      


      
        	
                12.

              	
                Enforcement.  The
      Officer may enforce any right to indemnification, advances or exculpation
      provided by this Agreement in any court of competent jurisdiction
      if:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                the
      Corporation denies the claim for indemnification, advances or exculpation,
      in whole or in part; or

              


      

      


      
        	
                 
      

              	
                (b)

              	
                the
      Corporation does not dispose of such claim within the time period required
      by this Agreement.

              


      

      


      It shall
be a defense to any such enforcement action (other than an action brought to
enforce a claim for advancement of Expenses pursuant to, and in compliance with,
Section 9 of this Agreement) that the Officer is not entitled to indemnification
or 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      exculpation
under this Agreement. However, except as provided in Section 13 of this
Agreement, the Corporation shall not assert any defense to an action brought to
enforce a claim for advancement of Expenses pursuant to Section 9 of this
Agreement if the Officer has tendered to the Corporation the affirmation and
undertaking required thereunder. In making any determination concerning
Officer’s right to indemnification, there shall be a presumption that Officer
has satisfied the applicable standard of conduct, and the Corporation may
overcome such presumption only by its presenting clear and convincing evidence
to the contrary. The burden of proving by clear and convincing evidence that
indemnification or exculpation is not appropriate shall be on the Corporation.
Neither the failure of the Corporation (including its Board of Directors, a
committee thereof, or independent legal counsel) to have made a determination
prior to the commencement of such action that indemnification or exculpation is
proper in the circumstances because the Officer has met the applicable standard
of conduct nor an actual determination by the Corporation (including its Board
of Directors, a committee thereof, or independent legal counsel) that
indemnification or exculpation is improper because the Officer has not met such
applicable standard of conduct, shall be asserted as a defense to the action or
create a presumption that the Officer is not entitled to indemnification or
exculpation under this Agreement or otherwise. The knowledge and/or actions, or
failure to act, of any director, officer, agent or employee of the Corporation
or the Corporation itself shall not be imputed to Officer for purposes of
determining any rights under this Agreement. The Officer’s Expenses
incurred in connection with successfully establishing the Officer’s right to
indemnification, advances or exculpation, in whole or in part, in any Proceeding
shall also be paid or reimbursed by the Corporation.

      


      The
termination of any Proceeding by judgment, order, settlement, conviction or upon
a plea of nolo
contendere, or its equivalent, shall not, of itself, create a presumption
that:

      


      
        	
                 
      

              	
                (i)

              	
                the
      Officer is not entitled to indemnification under Sections 4, 5 or 7 of
      this Agreement because the Officer did not act in good faith and in a
      manner which the Officer reasonably believed to be in or not opposed to
      the best interests of the Corporation, and, with respect to any criminal
      action or proceeding, had reasonable cause to believe that the Officer’s
      conduct was unlawful; or

              


      

      


      
        	
                 
      

              	
                (ii)

              	
                the
      Officer is not entitled to exculpation under Section 3 of this
      Agreement.

              


      

      


      The
Corporation and Officer agree that a monetary remedy for breach of this
Agreement may be inadequate, impracticable and difficult of proof, and further
agree that such breach may cause Officer irreparable
harm.  Accordingly, the parties hereto agree that Officer may enforce
this Agreement by seeking injunctive relief and/or specific performance hereof,
without any necessity of showing actual damage or irreparable harm and that by
seeking injunctive relief and/or specific performance, Officer shall not be
precluded from seeking or obtaining any other relief to which he may be
entitled.  The Corporation and Officer further agree that Officer
shall be entitled to such specific performance and injunctive relief, including
temporary restraining orders, preliminary 

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      injunctions
and permanent injunctions, without the necessity of posting bonds or other
undertaking in connection therewith.  The Corporation acknowledges
that in the absence of a waiver, a bond or undertaking may be required of
Officer by the Court, and the Corporation hereby waives any such requirement of
a bond or undertaking.

      


      
        	
                13.

              	
                Notification and Defense of
      Claim.   Promptly after receipt by Officer of notice
      of the commencement of any Proceeding, Officer shall, if a claim in
      respect of the Proceeding is to be made against the Corporation hereunder,
      notify the Corporation of the commencement thereof.  The failure
      to promptly notify the Corporation of the commencement of the Proceeding,
      or Officer’s request for indemnification, will not relieve the Corporation
      from any liability that it may have to Officer hereunder, except to the
      extent the Corporation is prejudiced in its defense of such Proceeding as
      a result of such failure.  With respect to any Proceeding as to
      which the Officer so notifies the Corporation of the
      commencement:

              


      

      


      
        	
                 
      

              	
                (a)

              	
                The
      Corporation shall be entitled to participate in the Proceeding at its own
      expense.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Except
      as otherwise provided in this Section 14, the Corporation may, at its
      option and jointly with any other indemnifying party similarly notified
      and electing to assume such defense, assume the defense of the Proceeding,
      with legal counsel reasonably satisfactory to the Officer. The Officer
      shall have the right to use separate legal counsel in the Proceeding, but
      the Corporation shall not be liable to the Officer under this Agreement,
      including Section 9 above, for the fees and Expenses of separate legal
      counsel incurred after notice from the Corporation of its assumption of
      the defense, unless (i) the Officer reasonably concludes that there may be
      a conflict of interest between the Corporation and the Officer in the
      conduct of the defense of the Proceeding, or (ii) the Corporation does not
      use legal counsel to assume the defense of such Proceeding. The
      Corporation shall not be entitled to assume the defense of any Proceeding
      brought by or on behalf of the Corporation or as to which the Officer has
      made the conclusion provided for in (i)
above.

              


      

      


      
        	
                 
      

              	
                (c)

              	
                If
      two or more persons who may be entitled to indemnification from the
      Corporation, including the Officer, are parties to any Proceeding, the
      Corporation may require the Officer to use the same legal counsel as the
      other parties. The Officer shall have the right to use separate legal
      counsel in the Proceeding, but the Corporation shall not be liable to the
      Officer under this Agreement, including Section 9 above, for the fees and
      Expenses of separate legal counsel incurred after notice from the
      Corporation of the requirement to use the same legal counsel as the other
      parties, unless the Officer reasonably concludes that there may be a
      conflict of interest between the Officer and any of the other parties
      required by the Corporation to be represented by the same legal
      counsel.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                The
      Corporation shall not be liable to indemnify the Officer under this
      Agreement for any amounts paid in settlement of any Proceeding effected
      without its written

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        


        
          	
                   
      

                	
                   

                	
                  consent,
      which shall not be unreasonably withheld. The Corporation shall not be
      required to obtain the consent of the Officer for the settlement of any
      Proceeding the Corporation has undertaken to defend if the Corporation
      assumes full and sole responsibility for each such settlement; provided, however, that
      the Corporation shall be required to obtain Officer’s prior written
      approval, which may be granted or withheld in Officer’s sole, reasonable
      discretion, before entering into any settlement which (i) does not grant
      Officer a complete and unqualified release of liability; (ii) would impose
      any penalty or limitation on Officer, or (b) would admit any liability or
      misconduct by Officer.

                


        

         

      

      
        	
                14.

              	
                Partial
      Indemnification.  If the Officer is entitled under any
      provision of this Agreement to indemnification by the Corporation for some
      or a portion of the Expenses, judgments, fines or amounts paid in
      settlement, actually and reasonably incurred by the Officer in connection
      with such Proceeding, but not, however, for the total amount thereof, the
      Corporation shall nevertheless indemnify the Officer for the portion of
      such Expenses, judgments, fines or amounts paid in settlement to which the
      Officer is entitled.

              


      

      


      
        	
                15.

              	
                Contribution.  In
      order to provide for just and equitable contribution in circumstances in
      which the indemnification provided for herein is held by a court of
      competent jurisdiction to be unavailable to the Officer in whole or in
      part, it is agreed that, in such event, the Corporation shall, to the
      fullest extent permitted by law, contribute the payment of the Officer’s
      costs, charges and Expenses (including attorneys' fees), judgments, fines
      and amounts paid in settlement with respect to any Proceeding, whether
      civil, criminal, administrative or investigative, in an amount that is
      just and equitable in the circumstances, taking into account, among other
      things, contributions by other directors and officers of the Corporation
      or others pursuant to indemnification agreements or otherwise; provided,
      that, without limiting the generality of the foregoing, such contribution
      shall not be required where such holding by the court is due to (i) the
      failure of the Officer to meet the standard of conduct set forth in
      Section 4 hereof, or (ii) any limitation on indemnification set forth in
      Sections 4, 5 or 8 hereof.

              


      

      


      16.           D&O Liability
Insurance.

      


      
        	
                 
      

              	
                (a)

              	
                Maintenance of
      Insurance.   The Corporation
      hereby covenants and agrees that, so long as the Officer shall continue to
      serve the Corporation in any of the capacities set forth in the definition
      of "Proceeding"
      above, and thereafter so long as the Officer shall be subject to any
      possible Proceeding by reason of the fact that the Officer was serving in
      any such capacity, the Corporation shall promptly obtain and maintain in
      full force and effect directors’ and officers’ liability insurance
      ("D&O Insurance") in reasonable amounts from established and reputable
      insurers.

              


      

      


      
        	
                 
      

              	
                (b)

              	
                Annual
      Review.   At the Officer’s request, the Corporation
      shall arrange an annual review of the Corporation's D&O Insurance by
      an independent insurance adviser, all fees and charges arising from such
      review to be met by the
Corporation.

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	
                 
      

              	
                (c)

              	
                Tail
      Coverage.   In the event of a Change in Control, the
      Corporation shall maintain in force any and all insurance policies then
      maintained by the Corporation providing insurance in respect of Officer,
      including without limitation D&O Insurance, for a period of six years
      thereafter.  The policies for such continued coverage shall be
      placed by a broker engaged by the Corporation prior to such Change in
      Control.

              


      

      


      
        	
                 
      

              	
                (d)

              	
                Pursuit of the Insurance
      Company.   The Corporation shall indemnify Officer
      for Expenses incurred by Officer in connection with action brought by
      Officer for recovery under any insurance policy referred to in this
      Section 16, and shall advance to Officer the Expenses of such action;
      provided,
      however,
      that by executing this Agreement Officer hereby undertakes to promptly
      re-pay the Corporation for any such advanced Expenses if a court of
      competent jurisdiction finds that all of the claims brought by the Officer
      were frivolous and not in good
faith.

              


      

      


      
        	
                17.

              	
                Interpretation and Scope of
      Agreement.   Nothing in this Agreement shall be
      interpreted to constitute a contract of service for any particular period
      or pursuant to any particular terms or conditions. The Corporation retains
      the right, in its discretion, to terminate the service relationship of the
      Officer, with or without cause, or to alter the terms and conditions of
      the Officer’s service all without prejudice to any rights of the Officer
      which may have accrued or vested prior to such action by the
      Corporation.  The Corporation shall be precluded from asserting
      in any such proceeding that the procedures and presumptions of this
      Agreement are not valid, binding and enforceable and shall stipulate in
      any such court that the Corporation is bound by all the provisions of this
      Agreement and is precluded from making any assertion to the
      contrary.

              


      

      


      
        	
                18.

              	
                Severability.  
      If this Agreement or any portion thereof shall be invalidated on any
      ground by any court of competent jurisdiction, the remainder of this
      Agreement shall continue to be valid and the Corporation shall
      nevertheless indemnify the Officer as to Expenses, judgments, fines and
      amounts paid in settlement with respect to any Proceeding to the fullest
      extent permitted by any applicable portion of this Agreement that shall
      not have been invalidated.

              


      

      


      
        	
                19.

              	
                Subrogation.   In
      the event of payment under this Agreement, the Corporation shall be
      subrogated to the extent of such payment to all of the rights of recovery
      of the Officer with respect to any insurance policy or otherwise. The
      Officer shall execute all documents required and shall do all acts that
      may be necessary to secure such rights and to enable the Corporation
      effectively to bring suit to enforce such rights.  The
      Corporation shall pay or reimburse all Expenses actually and reasonably
      incurred by Officer in connection with such
  subrogation.

              


      

      


      
        	
                20.

              	
                Notices.   All
      notices, requests, demands and other communications under this Agreement
      shall be in writing and shall be deemed to have been duly given upon
      delivery by hand to the party to whom the notice or other communication
      shall have been directed, 

              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        


        
          	
                   

                	
                  or
      on the third business day after the date on which it is mailed by United
      States mail with first-class postage prepaid, addressed as
      follows:

                


        

         

      

       

      
        
          
            	
                    If
      to Officer:
      

                  	
                    _____________________

                    _____________________

                    Attn:_________________

                    Facsimile:
      _____________

                    E-mail:________________

                     

                  
	
                    If
      to Corporation: 

                  	
                    SCOLR
      Pharma, Inc.

                    19204
      North Creek Parkway

                    Suite 100

                    Bothell, Washington 98011

                    Attn:  

                    Fascimile: (425) 368-1051

                    E-mail: 


                  


          

        

        
          
          

        

        
          
          

        

        
          
          

        

        
          
          

        

        
          
          

        

        


        
          	
                  With
      a copy to:

                	
                  Garvey
      Schubert Barer

                  Eighteenth Floor

                  1191 Second Avenue

                  Seattle, Washington
98101-2939

                  Attne: Bruce A. Robertson,
      Esquire

                  Facsimile: (206) 464-0125

                  E-mail:
    brobertson@gsblaw.com

                


        

         

      

      or to any
other address as either party may designate to the other in
writing.

      


      
        	
                21.

              	
                Counterparts.   This
      Agreement may be executed in any number of counterparts, each of which
      shall constitute the original.

              


      

      


      
        	
                22.

              	
                Successors and
      Assigns.   All of the terms and provisions of this
      Agreement shall be binding upon, shall inure to the benefit of and shall
      be enforceable by the parties hereto and their respective successors,
      assigns, heirs, executors, administrators and legal
      representatives.  The Corporation shall require and cause any
      direct or indirect successor (whether by purchase, merger, consolidation
      or otherwise) to all or substantially all of the business or assets of the
      Corporation, by written agreement in form and substance reasonably
      satisfactory to Officer, expressly to assume and agree to perform this
      Agreement in the same manner and to the same extent that the Corporation
      would be required to perform if no such succession had taken
      place.

              


      

      


      
        	
                23.

              	
                Applicable
      Law.   This Agreement shall be governed by and
      construed in accordance with the internal laws of the state of Delaware
      without regard to the principles of conflict of
  laws.

              


      

      


      
        	
                24.

              	
                Attorney
      Fees.   If any suit or action (including, without
      limitation, any bankruptcy proceeding) is instituted to enforce or
      interpret any provision of this Agreement, the


              


      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

      
        


        
          	
                   

                	
                  prevailing
      party shall be entitled to recover from the party not prevailing, in
      addition to other relief that may be provided by law, an amount determined
      reasonable as attorney fees at trial and on any appeal of such suit or
      action.

                


        

         

      

      
        	
                25.

              	
                Modification and
      Waiver.   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
      provision hereof (whether or not similar) nor shall such waiver constitute
      a continuing waiver.

              


      

      


      
        	
                26.

              	
                Jurisdiction and
      Venue.   Each party hereto expressly and irrevocably
      consents and submits to the jurisdiction and venue of any state or federal
      court sitting in King County, Washington, in any action or proceeding
      arising out of or relating to this Agreement and agrees that all claims in
      respect of the action or proceeding may be heard and determined in such
      court and to the appellate courts in connection with any appeal. The
      parties expressly waive all defenses of lack of personal jurisdiction,
      improper venue and forum
      non-conveniens with respect to such federal and state courts
      sitting within King County, Washington. The parties expressly consent to
      (i) service of process being effected upon them by certified mail sent to
      the addresses set forth in this Agreement and (ii) any final judgment
      rendered against a party in any action or proceeding being enforceable in
      other jurisdictions in any manner provided by
  law.

              


      

      


      
        	
                27.

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

              


      

      


      


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      IN
WITNESS WHEREOF, the parties have caused this Agreement to be duly executed as
of the date first written above.

       

      
        
          
            	
                     

                  	
                    OFFICER:

                     

                    _____________________________

                    Signature

                    Print Name: ____________________

                     

                     

                    CORPORATION:

                     

                    SCOLR
      PHARMA, INC.

                     

                     

                  
	
                    By:

                     

                     

                     

                  	
                    ______________________________

                    Signature

                    Print Name: _____________________

                    Title:
  __________________________

                  


          

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

       

      EXHIBIT
A

      


      


      FORM
OF UNDERTAKING

      


      


      


      The
undersigned is the Officer as defined in that certain Officer Indemnification
Agreement dated May 26, 2009 between the undersigned and SCOLR Pharma, Inc. (the
"Indemnification Agreement").  Capitalized terms not otherwise defined
herein shall have the meanings given in such agreement.

      


      As a
condition to receiving advances of Expenses as provided in Section 9 of the
Indemnification Agreement, Officer agrees that, if, when and to the extent that
a final judicial determination is made that Officer would not be permitted to be
so indemnified under applicable law, the Officer shall reimburse the Corporation
for all amounts theretofore paid by the Corporation to Officer pursuant to the
Indemnification Agreement within 60 days of the Corporation’s demand, but only
to the extent that Officer is ultimately found not to be entitled to be
indemnified by the Corporation under the terms of the Indemnification Agreement,
the charter documents of the Corporation (including its certificate of
incorporation and bylaws), and applicable state law.

      


      This
Agreement shall not affect in any manner rights which Officer may have against
the Corporation, any insurer or any other person to seek indemnification for or
reimbursement of any expenses referred to herein or any judgment which may be
rendered in any litigation or proceeding.

      
         

        
          	 	
                  FOR
      EXHIBIT PURPOSES ONLY,
NO SIGNATURE REQUIRED

                   

                  __________________________

                  Officer

                


           

          Exhbit A