Unassociated Document


    EXHIBIT
      10.6

    INDEMNITY
      AGREEMENT

    


    This
      INDEMNITY AGREEMENT (the “Agreement”) is dated as of
      [          
     ] and is made by and between GoFish Corporation (f/k/a
      Unibio Inc.), a Nevada corporation (the “Company”), and
      [           ], an officer or
      director of the Company (the “Indemnitee”).

    


    RECITALS

    


    A. The
      Company is aware that competent and experienced persons are increasingly
      reluctant to serve as directors or officers of corporations unless they are
      protected by comprehensive liability insurance and/or indemnification, due
      to
      increased exposure to litigation costs and risks resulting from their service
      to
      such corporations, and due to the fact that the exposure frequently bears no
      reasonable relationship to the compensation of such directors and
      officers;

    


    B. Based
      on
      their experience as business managers, the Board of Directors of the Company
      (the “Board”) has concluded that, to retain and attract talented and experienced
      individuals to serve as officers and directors of the Company, and to encourage
      such individuals to take the business risks necessary for the success of the
      Company, it is necessary for the Company contractually to indemnify officers
      and
      directors and to assume for itself maximum liability for expenses and damages
      in
      connection with claims against such officers and directors in connection with
      their service to the Company;

    


    C. The
      Nevada Revised Statutes under which the Company is organized (the “Law”),
      empowers the Company to indemnify by agreement its officers, directors,
      employees and agents, and persons who serve, at the request of the Company,
      as
      directors, officers, employees or agents of other corporations or enterprises,
      and expressly provides that the indemnification provided by the Law is not
      exclusive; and

    


    D. The
      Company desires and has requested the Indemnitee to serve or continue to serve
      as a director or officer of the Company. As an inducement to serve and in
      consideration for such service, the Company has agreed to indemnify the
      Indemnitee for claims for damages arising out of or related to the performance
      of such services to the Company in accordance with the terms and conditions
      set
      forth in this Agreement.

    


    NOW,
      THEREFORE, the parties hereto, intending to be legally bound, hereby agree
      as
      follows:

    


    1. Definitions.

    


    1.1 Agent.
      For the
      purposes of this Agreement, “agent” of the Company means any person who is or at
      any time was a director or officer of the Company or a subsidiary of the
      Company; or is or at any time was serving at the request of, for the convenience
      of, or to represent the interest of the Company or a subsidiary of the Company
      as a director or officer of another foreign or domestic corporation,
      partnership, joint venture, trust or other enterprise or an affiliate of the
      Company; or was a director or officer of another enterprise or affiliate of
      the
      Company at the request of, for the convenience of, or to represent the interests
      of such predecessor corporation. The term “enterprise” includes any employee
      benefit plan of the Company, its subsidiaries, affiliates and predecessor
      corporations.

    


    1.2 Expenses.
      For
      purposes of this Agreement, “expenses” includes all direct and indirect costs of
      any type or nature whatsoever (including, without limitation, all attorneys’
fees and related disbursements and other out-of-pocket costs) actually and
      reasonably incurred by the Indemnitee in connection with the investigation,
      defense or appeal of a proceeding or establishing or enforcing a right to
      indemnification or advancement of expenses under this Agreement, Section 78.7502
      of the Law or otherwise.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    1.3 Proceeding.
      For the
      purposes of this Agreement, “proceeding” means any threatened, pending or
      completed action, suit, inquiry or other proceeding, whether civil, criminal,
      administrative, investigative or any other type whatsoever.

    


    1.4 Subsidiary.
      For
      purposes of this Agreement, “subsidiary” means any corporation of which more
      than fifty percent (50%) of the outstanding voting securities is owned directly
      or indirectly by the Company, by the Company and one or more of its subsidiaries
      or by one or more of the Company’s subsidiaries.

    


    2. Agreement
      to Serve.
      The
      Indemnitee agrees to serve and/or continue to serve as an agent of the Company,
      at the will of the Company (or under separate agreement, if such agreement
      exists), in the capacity the Indemnitee currently serves as an agent of the
      Company, faithfully and to the best of his ability, so long as he is duly
      appointed or elected and qualified in accordance with the applicable provisions
      of the charter documents of the Company or any subsidiary of the Company;
      provided, however, that the Indemnitee may at any time and for any reason resign
      from such position (subject to any contractual obligation that the Indemnitee
      may have assumed apart from this Agreement), and the Company or any subsidiary
      shall have no obligation under this Agreement to continue the Indemnitee in
      any
      such position. For the avoidance of doubt, the Company and Indemnitee each
      acknowledge and agree that the resignation or other termination of Indemnitee
      as
      an agent of the Company under this paragraph 2 shall not impair any right that
      Indemnitee may otherwise have to be indemnified under the terms of this
      Agreement.

    


    3. Directors’
      and Officers’ Insurance.
      The
      Company shall, to the extent that the Board determines it to be economically
      reasonable, maintain a policy of directors’ and officers’ liability insurance
      (“D&O Insurance”), on such terms and conditions as may be approved by the
      Board.

    


    4. Mandatory
      Indemnification.
      Subject
      to Section 9 below, the Company shall indemnify and hold the Indemnitee harmless
      to the fullest extent permitted by the Law. Without limiting the generality
      of
      the foregoing, the Company shall indemnify and hold harmless the
      Indemnitee:

    


    4.1 Third
      Party Actions.
      If the
      Indemnitee is a person who 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 the fact that he is or at any time was an agent of the Company, or
      by
      reason of anything done or not done by him in any such capacity, against any
      and
      all expenses and liabilities of any type whatsoever (including, but not limited
      to, judgments, fines, ERISA excise taxes or penalties and amounts paid in
      settlement) actually and reasonably incurred by him in connection with the
      investigation, defense, settlement or appeal of such proceeding if he acted
      in
      good faith and in a manner he reasonably believed to be in, or not opposed
      to,
      the best interests of the Company and, with respect to any criminal action
      or
      proceeding, had no reasonable cause to believe his conduct was unlawful;


    


    4.2 Derivative
      Actions.
      If the
      Indemnitee is a person who 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 the fact that he is or at any time was an agent of the
      Company, or by reason of anything done or not done by him in any such capacity,
      against any amounts paid in settlement of any such proceeding and all expenses
      actually and reasonably incurred by him in connection with the investigation,
      defense, settlement or appeal of such proceeding if he acted in good faith
      and
      in a manner he reasonably believed to be in, or not opposed to, the best
      interests of the Company; except that no indemnification under this subsection
      shall be made in respect of any claim, issue or matter as to which such person
      shall have been finally adjudged, in a judgment not subject to appeal, to be
      liable to the Company by a court of competent jurisdiction due to willful
      misconduct of a culpable nature in the performance of his duty to the Company,
      unless and only to the extent that the 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, such person is
      fairly and reasonably entitled to indemnity for such amounts which the court
      shall deem proper; and


    
      
        
        

      

      
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    4.3 Exception
      for Amounts Covered by Insurance.
      Notwithstanding the foregoing, the Company shall not be obligated to indemnify
      the Indemnitee for expenses or liabilities of any type whatsoever (including,
      but not limited to, judgments, fines, ERISA excise taxes or penalties and
      amounts paid in settlement) to the extent such have been paid directly to the
      Indemnitee by D&O Insurance.

    


    5. Partial
      Indemnification and Contribution.

    


    5.1 Partial
      Indemnification.
      If the
      Indemnitee is entitled under any provision of this Agreement to indemnification
      by the Company for some or a portion of any expenses or liabilities of any
      type
      whatsoever (including, but not limited to, judgments, fines, ERISA excise taxes
      or penalties and amounts paid in settlement) incurred by him in the
      investigation, defense, settlement or appeal of a proceeding but is not
      entitled, however, to indemnification for all of the total amount thereof,
      then
      the Company shall nevertheless indemnify the Indemnitee for such total amount
      except as to the portion thereof to which the Indemnitee is not entitled to
      indemnification.

    


    5.2 Contribution.
      If the
      Indemnitee is not entitled to the indemnification provided in Section 4 for
      any
      reason other than the statutory limitations set forth in the Law, then in
      respect of any threatened, pending or completed proceeding in which the Company
      is jointly liable with the Indemnitee (or would be if joined in such
      proceeding), the Company shall contribute to the amount of expenses (including
      attorneys’ fees), judgments, fines and amounts paid in settlement actually and
      reasonably incurred and paid or payable by the Indemnitee in such proportion
      as
      is appropriate to reflect (i) the relative benefits received by the Company
      on
      the one hand and the Indemnitee on the other hand from the transaction from
      which such proceeding arose and (ii) the relative fault of the Company on the
      one hand and of the Indemnitee on the other hand in connection with the events
      which resulted in such expenses, judgments, fines or settlement amounts, as
      well
      as any other relevant equitable considerations. The relative fault of the
      Company on the one hand and of the Indemnitee on the other hand shall be
      determined by reference to, among other things, the parties’ relative intent,
      knowledge, access to information and opportunity to correct or prevent the
      circumstances resulting in such expenses, judgments, fines or settlement
      amounts. The Company agrees that it would not be just and equitable if
      contribution pursuant to this Section 5 were determined by pro rata allocation
      or any other method of allocation, which does not take account of the foregoing
      equitable considerations.

    


    6. Mandatory
      Advancement of Expenses.

    


    6.1 Advancement.
      Subject
      to Section 9 below, the Company shall advance all expenses incurred by the
      Indemnitee in connection with the investigation, participation, defense,
      settlement or appeal of any proceeding to which the Indemnitee is a party or
      is
      threatened to be made a party by reason of the fact that the Indemnitee is
      or at
      any time was an agent of the Company or by reason of anything done or not done
      by him in any such capacity. The Indemnitee hereby undertakes to promptly repay
      such amounts advanced only if, and to the extent that, it shall ultimately
      be
      determined that the Indemnitee is not entitled to be indemnified by the Company
      under the provisions of this Agreement, the Certificate of Incorporation or
      Bylaws of the Company, the Law or otherwise. The advances to be made hereunder
      shall be paid by the Company to the Indemnitee within thirty (30) days following
      delivery of a written request therefor by the Indemnitee to the
      Company.


    
      
        
        

      

      
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    6.2 Exception.
      Notwithstanding the foregoing provisions of this Section 6, the Company shall
      not be obligated to advance any expenses to the Indemnitee arising from a
      lawsuit filed directly by the Company against the Indemnitee if an absolute
      majority of the members of the Board reasonably determines in good faith, within
      thirty (30) days of the Indemnitee’s request to be advanced expenses, that the
      facts known to them at the time such determination is made demonstrate clearly
      and convincingly that the Indemnitee acted in bad faith. If such a determination
      is made, the Indemnitee may have such decision reviewed by another forum, in
      the
      manner set forth in Sections 8.3, 8.4 and 8.5 hereof, with all references
      therein to “indemnification” being deemed to refer to “advancement of expenses,”
and the burden of proof shall be on the Company to demonstrate clearly and
      convincingly that, based on the facts known at the time, the Indemnitee acted
      in
      bad faith. The Company may not avail itself of this Section 6.2 as to a given
      lawsuit if, at any time after the occurrence of the activities or omissions
      that
      are the primary focus of the lawsuit, the Company has undergone a change in
      control. For this purpose, a change in control shall mean a given person or
      group of affiliated persons or groups increasing their beneficial ownership
      interest in the Company by at least twenty (20) percentage points without
      advance Board approval.

    


    7. Notice
      and Other Indemnification Procedures.

    


    7.1 Promptly
      after receipt by the Indemnitee of notice of the commencement of or the threat
      of commencement of any proceeding, the Indemnitee shall, if the Indemnitee
      believes that indemnification with respect thereto may be sought from the
      Company under this Agreement, notify the Company of the commencement or threat
      of commencement thereof.

    


    7.2 If,
      at
      the time of the receipt of a notice of the commencement of a proceeding pursuant
      to Section 7.1 hereof, the Company has D&O Insurance in effect, the Company
      shall give prompt notice of the commencement of such proceeding to the insurers
      in accordance with the procedures set forth in the respective policies. The
      Company shall thereafter take all necessary or desirable action to cause such
      insurers to pay, on behalf of the Indemnitee, all amounts payable as a result
      of
      such proceeding in accordance with the terms of such D&O Insurance
      policies.

    


    7.3 In
      the
      event the Company shall be obligated to advance the expenses for any proceeding
      against the Indemnitee, the Company, if appropriate, shall be entitled to assume
      the defense of such proceeding, with counsel approved by the Indemnitee (which
      approval shall not be unreasonably withheld), upon the delivery to the
      Indemnitee of written notice of its election to do so. After delivery of such
      notice, approval of such counsel by the Indemnitee and the retention of such
      counsel by the Company, the Company will not be liable to the Indemnitee under
      this Agreement for any fees of counsel subsequently incurred by the Indemnitee
      with respect to the same proceeding, provided that: (a) the Indemnitee shall
      have the right to employ his own counsel in any such proceeding at the
      Indemnitee’s expense; (b) the Indemnitee shall have the right to employ his own
      counsel in connection with any such proceeding, at the expense of the Company,
      if such counsel serves in a review, observer, advice and counseling capacity
      and
      does not otherwise materially control or participate in the defense of such
      proceeding; and (c) if (i) the employment of counsel by the Indemnitee has
      been
      previously authorized by the Company, (ii) the Indemnitee shall have reasonably
      concluded that there may be a conflict of interest between the Company and
      the
      Indemnitee in the conduct of any such defense or (iii) the Company shall not,
      in
      fact, have employed counsel to assume the defense of such proceeding, then
      the
      fees and expenses of the Indemnitee’s counsel shall be at the expense of the
      Company.

    


    8. Determination
      of Right to Indemnification.

    


    8.1 To
      the
      extent the Indemnitee has been successful on the merits or otherwise in defense
      of any proceeding referred to in Section 4.1 or 4.2 of this Agreement or in
      the
      defense of any claim, issue or matter described therein, the Company shall
      indemnify the Indemnitee against expenses actually and reasonably incurred
      by
      him in connection with the investigation, defense or appeal of such proceeding,
      or such claim, issue or matter, as the case may be.


    
      
        
        

      

      
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    8.2 In
      the
      event that Section 8.1 is inapplicable, or does not apply to the entire
      proceeding, the Company shall nonetheless indemnify the Indemnitee unless the
      Company shall prove by clear and convincing evidence to a forum listed in
      Section 8.3 below that the Indemnitee has not met the applicable standard of
      conduct required to entitle the Indemnitee to such indemnification.

    


    8.3 The
      Indemnitee shall be entitled to select the forum in which the validity of the
      Company’s claim under Section 8.2 hereof that the Indemnitee is not entitled to
      indemnification will be heard from among the following:

    


    (a) a
      quorum
      of the Board consisting of directors who are not parties to the proceeding
      for
      which indemnification is being sought;

    


    (b) the
      stockholders of the Company, provided however that the Indemnitee can select
      a
      forum consisting of the stockholders of the Company only with the approval
      of
      the Company;

    


    (c) legal
      counsel mutually agreed upon by the Indemnitee and the Board, which counsel
      shall make such determination in a written opinion;

    


    (d) a
      panel
      of three arbitrators, one of whom is selected by the Company, another of whom
      is
      selected by the Indemnitee and the last of whom is selected by the first two
      arbitrators so selected; or

    


    (e) the
      courts of the State of New York or other court having jurisdiction of subject
      matter and the parties.

    


    8.4 As
      soon
      as practicable, and in no event later than thirty (30) days after the forum
      has
      been selected pursuant to Section 8.3 above, the Company shall, at its own
      expense, submit to the selected forum its claim that the Indemnitee is not
      entitled to indemnification, and the Company shall act in the utmost good faith
      to assure the Indemnitee a complete opportunity to defend against such
      claim.

    


    8.5 If
      the
      forum selected in accordance with Section 8.3 hereof is not a court, then after
      the final decision of such forum is rendered, the Company or the Indemnitee
      shall have the right to apply to the courts of the State of New York, the court
      in which the proceeding giving rise to the Indemnitee’s claim for
      indemnification is or was pending or any other court having jurisdiction of
      subject matter and the parties, for the purpose of appealing the decision of
      such forum, provided that such right is executed within sixty (60) days after
      the final decision of such forum is rendered. If the forum selected in
      accordance with Section 8.3 hereof is a court, then the rights of the Company
      or
      the Indemnitee to appeal any decision of such court shall be governed by the
      applicable laws and rules governing appeals of the decision of such
      court.

    


    8.6 Notwithstanding
      any other provision in this Agreement to the contrary, the Company shall
      indemnify the Indemnitee against all expenses incurred by the Indemnitee in
      connection with any hearing or proceeding under this Section 8 involving the
      Indemnitee and against all expenses incurred by the Indemnitee in connection
      with any other proceeding between the Company and the Indemnitee involving
      the
      interpretation or enforcement of the rights of the Indemnitee under this
      Agreement unless a court of competent jurisdiction finds that each of the
      material claims and/or defenses of the Indemnitee in any such proceeding was
      frivolous or not made in good faith.


    
      
        
        

      

      
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    9. Exceptions.
      Any
      other provision herein to the contrary notwithstanding, the Company shall not
      be
      obligated pursuant to the terms of this Agreement:

    


    9.1 Claims
      Initiated by Indemnitee.
      To
      indemnify or advance expenses to the Indemnitee with respect to proceedings
      or
      claims initiated or brought voluntarily by the Indemnitee and not by way of
      defense, except with respect to proceedings specifically authorized by the
      Board
      or brought to establish or enforce a right to indemnification and/or advancement
      of expenses arising under this Agreement, the charter documents of the Company
      or any subsidiary or any statute or law or otherwise, but such indemnification
      or advancement of expenses may be provided by the Company in specific cases
      if
      the Board finds it to be appropriate; or

    


    9.2 Unauthorized
      Settlements.
      To
      indemnify the Indemnitee hereunder for any amounts paid in settlement of a
      proceeding unless the Company consents in advance in writing to such settlement,
      which consent shall not be unreasonably withheld; or

    


    9.3 Securities
      Law Actions.
      To
      indemnify the Indemnitee on account of any suit in which judgment is rendered
      against the Indemnitee for an accounting of profits made from the purchase
      or
      sale by the Indemnitee of securities of the Company pursuant to the provisions
      of Section l6(b) of the Securities Exchange Act of 1934 and amendments thereto
      or similar provisions of any federal, state or local statutory law;
      or

    


    9.4 Unlawful
      Indemnification.
      To
      indemnify the Indemnitee if a final decision by a court having jurisdiction
      in
      the matter, in a judgment not subject to appeal, shall determine that such
      indemnification is not lawful. In this respect, the Company and the Indemnitee
      have been advised that the Securities and Exchange Commission takes the position
      that indemnification for liabilities arising under the federal securities laws
      is against public policy and is, therefore, unenforceable and that claims for
      indemnification should be submitted to appropriate courts for
      adjudication.

    


    10. Non-Exclusivity.
      The
      provisions for indemnification and advancement of expenses set forth in this
      Agreement shall not be deemed exclusive of any other rights which the Indemnitee
      may have under any provision of law, the Company’s Certificate of Incorporation
      or Bylaws, the vote of the Company’s stockholders or disinterested directors,
      other agreements or otherwise, both as to action in the Indemnitee’s official
      capacity and to action in another capacity while occupying his position as
      an
      agent of the Company, and the Indemnitee’s rights hereunder shall continue after
      the Indemnitee has ceased acting as an agent of the Company and shall inure
      to
      the benefit of the heirs, executors and administrators of the
      Indemnitee.

    


    11. General
      Provisions.

    


    11.1 Interpretation
      of Agreement.
      It is
      understood that the parties hereto intend this Agreement to be interpreted
      and
      enforced so as to provide indemnification and advancement of expenses to the
      Indemnitee to the fullest extent now or hereafter permitted by law, except
      as
      expressly limited herein.

    


    11.2 Severability.
      If any
      provision or provisions of this Agreement shall be held to be invalid, illegal
      or unenforceable for any reason whatsoever, then:


    
      
        
        

      

      
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    (a) the
      validity, legality and enforceability of the remaining provisions of this
      Agreement (including, without limitation, all portions of any paragraphs of
      this
      Agreement containing any such provision held to be invalid, illegal or
      unenforceable that are not themselves invalid, illegal or unenforceable) shall
      not in any way be affected or impaired thereby; and 

    


    (b) to
      the
      fullest extent possible, the provisions of this Agreement (including, without
      limitation, all portions of any paragraphs of this Agreement containing any
      such
      provision held to be invalid, illegal or unenforceable, that are not themselves
      invalid, illegal or unenforceable) shall be construed so as to give effect
      to
      the intent manifested by the provision held invalid, illegal or unenforceable
      and to give effect to Section 11.1 hereof.

    


    11.3 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.

    


    11.4 Subrogation.
      In the
      event of full payment under this Agreement, the Company shall be subrogated
      to
      the extent of such payment to all of the rights of recovery of the Indemnitee,
      who shall execute all documents required and shall do all acts that may be
      necessary or desirable to secure such rights and to enable the Company
      effectively to bring suit to enforce such rights.

    


    11.5 Counterparts.
      This
      Agreement may be executed in one or more counterparts, which shall together
      constitute one agreement.

    


    11.6 Successors
      and Assigns.
      The
      terms of this Agreement shall bind, and shall inure to the benefit of, the
      successors and assigns of the parties hereto.

    


    11.7 Notice.
      All
      notices, requests, demands and other communications under this Agreement shall
      be in writing and shall be deemed duly given: (a) if delivered by hand and
      signed for by the party addressee; or (b) if mailed by certified or registered
      mail, with postage prepaid, on the third business day after the mailing date.
      Addresses for notices to either party are as shown on the signature page of
      this
      Agreement or as subsequently modified by written notice.

    


    11.8 Governing
      Law.
      This
      Agreement shall be governed exclusively by and construed according to the laws
      of the State of New York, without regard to any choice or conflict of laws
      principles, as applied to contracts between New York residents entered into
      and
      to be performed entirely within New York.

    


    11.9 Consent
      to Jurisdiction.
      The
      Company and the Indemnitee each hereby irrevocably consent to the jurisdiction
      of the courts of the State of New York for all purposes in connection with
      any
      action or proceeding, which arises out of or relates to this
      Agreement.

    


    11.10 Attorneys’
      Fees.
      In the
      event Indemnitee is required to bring any action to enforce rights under this
      Agreement (including, without limitation, the payment or reimbursement of
      expenses of any proceeding described in Section 4), the Indemnitee shall be
      entitled to all reasonable fees and expenses in bringing and pursuing such
      action, unless a court of competent jurisdiction finds each of the material
      claims of the Indemnitee in any such action was frivolous and not made in good
      faith.

    


    


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    IN
      WITNESS WHEREOF, the parties hereto have entered into this Agreement effective
      as of the 

    date
      first written above.

    


     

      	 	 	 	 
	GOFISH CORPORATION	 	 	INDEMNITEE
	f/k/a
              Unibio
              Inc	 	 	 
	 	 	 	 
	 	 	 	 
	
              
By:
	 	 	
              

            
	Title:
	 	 	 
	 	 	 	 Address:
	 	 	 	
              
                

              

               

              
                
 

            
	 	 	 	 


    

         

         

    
      
        
        

      

      
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