Exhibit
10.1


 


INDEMNIFICATION AGREEMENT


 


This
Indemnification Agreement (“Agreement”) is made as of                 
    , 2009 by and between Covance Inc., a Delaware
corporation (the “Company”), and                             
(“Indemnitee”).  This Agreement
supersedes and replaces any and all previous Agreements between the Company and
Indemnitee covering the subject matter of this Agreement.


 


RECITALS


 


WHEREAS,
highly competent persons have become more reluctant to serve publicly-held
corporations as directors or in other capacities unless they are provided with
adequate protection through insurance or adequate indemnification against
inordinate risks of claims and actions against them arising out of their
service to and activities on behalf of the corporation;


 


WHEREAS,
it is reasonable, prudent and necessary for the Company contractually to
obligate itself to indemnify, and to advance expenses on behalf of, directors
to the fullest extent permitted by applicable law, and to set forth the
procedures pursuant to which such indemnification and advancement of expenses
will be provided, so that such directors will serve or continue to serve the
Company free from undue concern that they will not be so indemnified;


 


WHEREAS,
this Agreement is a supplement to and in furtherance of the By-laws of the
Company (“By-laws”), the Certificate of Incorporation of the Company (“Certificate
of Incorporation”) and any resolutions adopted pursuant thereto, and shall not
be deemed a substitute therefor, nor to diminish or abrogate any rights of
Indemnitee thereunder; and


 


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


 


Section 1.                                            Definitions.  As used in this Agreement:


 


(a)                                            “Corporate
Status” describes the status of a person who is or was a director, officer,
employee or agent of the Company or of any other corporation, limited liability
company, partnership or joint venture, trust or other enterprise which such
person is or was serving at the request of the Company.


 


(b)                                           “Change in
Control” shall be
deemed to occur if and when:  (i) 
any person (including as such term is used in Section 13(d) and 14(d)(2) of
the 1934 Act, as defined herein) becomes the beneficial owner, directly or
indirectly, of securities representing 20% or more of the combined voting power
of the Corporation’s then outstanding securities; or (ii)  as a result of
a proxy contest or contests or other forms of contested shareholder votes (in
each case either individually or in the aggregate), a majority of the
individuals elected to serve on the Corporation’s Board of Directors are
different than the individuals who served on the Corporation’s Board of
Directors at any time within the two years prior to such proxy contest or
contests or other forms of contested shareholder votes (in each case either
individually or in the aggregate); or (iii)  when  the Corporation’s shareholders approve a
merger, or consolidation 


 





















 


(where in each case the Corporation is not the
survivor thereof), or sale or disposition of all or substantially all of the
Corporation’s assets or a plan or partial or complete liquidation; or (iv) 
when an offeror (other than the Corporation) purchases shares of the
Corporation’s Common Stock pursuant to a tender or exchange offer for
securities representing 20% or more of the combined voting power of the
Corporation’s then outstanding securities. 
For purposes of this definition, “1934 Act” means the Securities and
Exchange Act of 1934, as amended, including the rules and regulations
promulgated thereunder.


 


(c)                                            “Disinterested
Director” means a director of the Company who is not and was not a party to the
Proceeding in respect of which indemnification is sought by Indemnitee.


 


(d)                                           “Enterprise”
shall mean the Company and any other corporation, limited liability company,
partnership, joint venture, trust or other enterprise of which Indemnitee is or
was serving at the request of the Company as a director, officer, employee,
agent or fiduciary.


 


(e)                                            “Expenses”
shall include all reasonable attorneys’ fees, retainers, court costs,
transcript costs, fees of experts, witness fees, travel expenses, duplicating
costs, printing and binding costs, telephone charges, postage, delivery service
fees, any federal, state, local or foreign taxes imposed on Indemnitee as a
result of the actual or deemed receipt of any payments under this Agreement,
ERISA excise taxes and penalties, and all other disbursements or expenses of
the types customarily incurred in connection with prosecuting, defending,
preparing to prosecute or defend, investigating, being or preparing to be a
witness in, or otherwise participating in, a Proceeding.  Expenses also shall include (i) Expenses
incurred in connection with any appeal resulting from any Proceeding, including
without limitation the premium, security for, and other costs relating to any
cost bond, supersedeas bond, or other appeal bond or its equivalent, and (ii) Expenses
incurred by Indemnitee in connection with the interpretation, enforcement or
defense of Indemnitee’s rights under this Agreement, by litigation or
otherwise.  The parties agree that for
the purposes of any advancement of Expenses for which Indemnitee has made
written demand to the Company in accordance with this Agreement, all Expenses
included in such demand that are certified by affidavit of Indemnitee’s counsel
as being reasonable shall be presumed conclusively to be reasonable.  Expenses, however, shall not include amounts
paid in settlement by Indemnitee or the amount of judgments or fines against
Indemnitee.


 


(f)                                              “Independent
Counsel” means a law
firm, or a member of a law firm, that is experienced in matters of corporation
law and neither presently is, nor in the past five years has been, retained to
represent:  (i) the Company or
Indemnitee in any matter material to either such party (other than with respect
to matters concerning the Indemnitee under this Agreement, or of other
indemnitees under similar indemnification agreements), or (ii) any other
party to the Proceeding giving rise to a claim for indemnification
hereunder.  Notwithstanding the
foregoing, the term “Independent Counsel” shall not include any person who,
under the applicable standards of professional conduct then prevailing, would
have a conflict of interest in representing either the Company or Indemnitee in
an action to determine Indemnitee’s rights under this Agreement.  The Company agrees to pay the reasonable fees
and expenses of the Independent Counsel referred to above and to fully indemnify
such counsel against any and all Expenses, claims, 


 


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liabilities and damages arising out of or relating
to this Agreement or its engagement pursuant hereto.


 


(g)                                           The term “Proceeding”
shall include any threatened, pending or completed action, suit, arbitration,
alternate dispute resolution mechanism, investigation, inquiry, administrative
hearing or any other actual, threatened or completed proceeding, whether
brought in the right of the Company or otherwise and whether of a civil,
criminal, administrative legislative, or investigative (formal or informal)
nature, including any appeal therefrom, in which Indemnitee was, is or will be
involved as a party, potential party, non-party witness or otherwise by reason
of the fact that Indemnitee is or was a director or officer of the Company, by
reason of any action taken by him or of any action on his part while acting pursuant
to his Corporate Status, in each case whether or not serving in such capacity at
the time any liability or Expense is incurred for which indemnification,
reimbursement, or advancement of Expenses can be provided under this
Agreement.  If the Indemnitee reasonably believes
in good faith that a given situation may lead to or culminate in the
institution of a Proceeding, such situation shall be considered a Proceeding
under this paragraph.


 


(h)                                           Reference to “other
enterprise” shall include employee benefit plans; references to “fines” shall
include any excise tax assessed with respect to any employee benefit plan;
references to “serving at the request of the Company” shall include any service
as a director, officer, employee or agent of the Company which imposes duties
on, or involves services by, such director, officer, employee or agent with
respect to an employee benefit plan, its participants or beneficiaries; and a
person who acted in good faith and in a manner he reasonably believed to be in
the best interests of the participants and beneficiaries of an employee benefit
plan shall be deemed to have acted in manner “not opposed to the best interests
of the Company” as referred to in this Agreement.


 


Section 2.                                            Indemnity in
Third-Party Proceedings.  The
Company shall indemnify Indemnitee in accordance with the provisions of this Section 2
if Indemnitee is, or is threatened to be made, a party to or a participant in
any Proceeding, other than a Proceeding by or in the right of the Company to
procure a judgment in its favor. 
Pursuant to this Section 2, Indemnitee shall be indemnified to the
fullest extent permitted by applicable law against all Expenses, judgments,
fines and amounts paid in settlement actually and reasonably incurred by
Indemnitee or on his behalf in connection with such Proceeding or any claim,
issue or matter therein, if Indemnitee 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, in the case of a criminal proceeding had no reasonable cause to
believe that his conduct was unlawful.


 


Section 3.                                            Indemnity in
Proceedings by or in the Right of the Company.  The Company shall indemnify Indemnitee in
accordance with the provisions of this Section 3 if Indemnitee is, or is
threatened to be made, a party to or a participant in any Proceeding by or in
the right of the Company to procure a judgment in its favor.  Pursuant to this Section 3, Indemnitee
shall be indemnified to the fullest extent permitted by applicable law against
all Expenses actually and reasonably incurred by him or on his behalf in
connection with such Proceeding or any claim, issue or matter therein, if
Indemnitee acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Company.  No 


 


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indemnification for Expenses
shall be made under this Section 3 in respect of any claim, issue or
matter as to which Indemnitee shall have been finally adjudged by a court to be
liable to the Company, unless and only to the extent that the Delaware Court of
Chancery or any court in which the Proceeding was brought shall determine upon
application that, despite the adjudication of liability but in view of all the
circumstances of the case, Indemnitee is entitled to indemnification.


 


Section 4.                                            Indemnification
for Expenses of a Party Who is Wholly or Partly Successful.  Notwithstanding any other provisions of this
Agreement, to the fullest extent permitted by applicable law and to the extent
that Indemnitee is a party to (or a participant in) and is successful, on the
merits or otherwise, in any Proceeding or in defense of any claim, issue or
matter therein, in whole or in part, the Company shall indemnify Indemnitee
against all Expenses actually and reasonably incurred by him in connection
therewith.  If Indemnitee is not wholly
successful in such Proceeding but is successful, on the merits or otherwise, as
to one or more but less than all claims, issues or matters in such Proceeding,
the Company shall indemnify Indemnitee against all Expenses actually and reasonably
incurred by him or on his behalf in connection with or related to each
successfully resolved claim, issue or matter to the fullest extent permitted by
law.  For purposes of this Section and
without limitation, the termination of any claim, issue or matter in such a
Proceeding by dismissal, with or without prejudice, shall be deemed to be a
successful result as to such claim, issue or matter.


 


Section 5.                                            Indemnification
For Expenses of a Witness.  Notwithstanding any other provision of this
Agreement, to the fullest extent permitted by applicable law and to the extent
that Indemnitee is, by reason of his Corporate Status, a witness or otherwise
asked to participate in any Proceeding to which Indemnitee is not a party, he
shall be indemnified against all Expenses actually and reasonably incurred by
him or on his behalf in connection therewith.


 


Section 6.                                            Exclusions.  Notwithstanding any provision in this
Agreement, the Company shall not be obligated under this Agreement to make any
indemnity in connection with any claim made against Indemnitee:


 


(a)                                            for which
payment has actually been made to or on behalf of Indemnitee under any
insurance policy or other indemnity provision, except with respect to any
excess beyond the amount paid under any insurance policy or other indemnity
provision (In the event that such actual payment is made under any insurance
policy or indemnity provision after the Company has made an indemnity under
this Agreement, Indemnitee shall promptly reimburse the Company for such
indemnity in the amount of such payment.); or


 


(b)                                           for (i) an
accounting of profits made from the purchase and sale (or sale and purchase) by
Indemnitee of securities of the Company within the meaning of Section 16(b) of
the Securities Exchange Act of 1934 (the “Exchange Act”) or similar provisions
of state statutory law or common law, or (ii) any reimbursement of the
Company by the Indemnitee of any bonus or other incentive-based or equity-based
compensation or of any profits realized by the Indemnitee from the sale of
securities of the Company, as required in each case under the Exchange Act
(including any such reimbursements that arise from an accounting restatement of
the Company pursuant to Section 304 of the Sarbanes-Oxley Act of 2002 (the
“Sarbanes-Oxley 


 


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Act”), or the payment to the
Company of profits arising from the purchase and sale by Indemnitee of
securities in violation of Section 306 of the Sarbanes-Oxley Act); or


 


(c)                                            in connection
with any Proceeding (or any part of any Proceeding) initiated by Indemnitee,
including any Proceeding (or any part of any Proceeding) initiated by
Indemnitee against the Company or its directors, officers, employees or other
indemnitees, unless (i) the Board authorized the Proceeding (or any part
of any Proceeding) prior to its initiation, (ii) the Proceeding is for
enforcement of this Agreement (to the extent that the Indemnitee prevails), or (iii) the
Company provides the indemnification, in its sole discretion, pursuant to the
powers vested in the Company under applicable law.


 


Section 7.                                            Advances of
Expenses. 
Notwithstanding any provision of this Agreement to the contrary, the
Company shall advance, to the extent not prohibited by law, the Expenses
incurred by Indemnitee in connection with any Proceeding (or any part of any
Proceeding) not initiated by Indemnitee, and such advancement shall be made
within twenty-one (21) days after the receipt by the Company of a statement or
statements requesting such advances from time to time, whether prior to or
after final disposition of any Proceeding. 
Advances shall be unsecured and interest free.  Advances shall be made without regard to
Indemnitee’s ability to repay the Expenses and without regard to Indemnitee’s
ultimate entitlement to indemnification under the other provisions of this
Agreement.  Advances shall also include
any and all reasonable Expenses incurred pursuing an action to enforce this
right of advancement, including Expenses incurred preparing and forwarding
statements to the Company to support the advances claimed.  Indemnitee undertakes to repay the amounts
advanced (without interest) to the extent that it is ultimately determined that
Indemnitee is not entitled to be indemnified by the Company.  No other form of undertaking shall be
required other than the execution of this Agreement.  This Section 7 shall not apply to any
claim made by Indemnitee for which indemnity is excluded pursuant to Section 6.


 


Section 8.                                            Procedure for
Notification and Defense of Claim.


 


(a)                                            Indemnitee
shall notify the Company in writing of any matter with respect to which
Indemnitee intends to seek indemnification or advancement of Expenses hereunder
as soon as reasonably practicable following the receipt by Indemnitee of
written notice thereof.  The written
notification to the Company shall include a description of the nature of the
Proceeding and the facts underlying the Proceeding.  To obtain indemnification under this
Agreement, Indemnitee shall submit to the Company a written request, including
therein or therewith such documentation and information as is reasonably
available to Indemnitee and is reasonably necessary to determine whether and to
what extent Indemnitee is entitled to indemnification following the final
disposition of such Proceeding.  The
omission by Indemnitee to notify the Company hereunder will not relieve the
Company from any liability which it may have to Indemnitee hereunder or
otherwise than under this Agreement, and any delay in so notifying the Company
shall not constitute a waiver by Indemnitee of any rights under this
Agreement.  The Secretary of the Company
shall, promptly upon receipt of such a request for indemnification, advise the
Board in writing that Indemnitee has requested indemnification.


 


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(b)                                           The Company
will be entitled to participate in the Proceeding at its own expense.


 


Section 9.                                            Procedure Upon
Application for Indemnification.


 


(a)                                            Upon written
request by Indemnitee for indemnification pursuant to Section 8(a), a
determination, if required by applicable law, with respect to Indemnitee’s
entitlement thereto shall be made in the specific case:  (i) if a Change in Control shall have
occurred, by Independent Counsel in a written opinion to the Board, a copy of
which shall be delivered to the Indemnitee; or (ii) if a Change in Control
shall not have occurred, (A) by a majority vote of the Disinterested
Directors, even though less than a quorum of the Board, or (B) if there
are no such Disinterested Directors or, if such Disinterested Directors so
direct, by Independent Counsel in a written opinion to the Board, a copy of
which shall be delivered to Indemnitee.  Indemnitee
shall cooperate with the person, persons or entity making such determination
with respect to Indemnitee’s entitlement to indemnification, including
providing to such person, persons or entity upon reasonable advance request any
documentation or information which is not privileged or otherwise protected
from disclosure and which is reasonably available to Indemnitee and reasonably
necessary to such determination.  Any
costs or Expenses (including attorneys’ fees and disbursements) incurred by
Indemnitee in so cooperating with the person, persons or entity making such
determination shall be borne by the Company (irrespective of the determination
as to Indemnitee’s entitlement to indemnification).


 


(b)                                           In the event
that legal counsel is retained pursuant to Section 9(a), written notice of
the selection shall be provided promptly to Indemnitee.  Upon the due commencement of any judicial
proceeding pursuant to Section 11(a) of this Agreement, legal counsel
shall be discharged and relieved of any further responsibility in such capacity
(subject to the applicable standards of professional conduct then prevailing).


 


Section 10.                                      Presumptions
and Effect of Certain Proceedings.


 


(a)                                            In making a
determination with respect to entitlement to indemnification hereunder, the
person or persons or entity making such determination shall, to the fullest
extent not prohibited by law, presume that Indemnitee is entitled to
indemnification under this Agreement if Indemnitee has submitted a request for
indemnification in accordance with Section 8(a) of this Agreement,
and the Company shall, to the fullest extent not prohibited by law, have the
burden of proof to overcome that presumption in connection with the making by
any person, persons or entity of any determination contrary to that
presumption.


 


(b)                                           Subject to Section 11(d),
if the person, persons or entity empowered or selected under Section 9 of
this Agreement to determine whether Indemnitee is entitled to indemnification
shall not have made a determination within sixty (60) days after receipt by the
Company of the request therefor, the requisite determination of entitlement to
indemnification shall, to the fullest extent not prohibited by law, be deemed
to have been made and Indemnitee shall be entitled to such indemnification,
absent (i) a misstatement by Indemnitee of a material fact, or an omission
of a material fact necessary to make Indemnitee’s statement not materially
misleading, in connection with the request for indemnification, or (ii) a
prohibition of such 


 


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indemnification under
applicable law; provided, however, that such 60-day period may be extended for
a reasonable time, not to exceed an additional thirty (30) days, if the person,
persons or entity making the determination with respect to entitlement to
indemnification in good faith requires such additional time for the obtaining
or evaluating of documentation and/or information relating thereto; and
provided, further, that the foregoing provisions of this Section 10(b) shall
not apply if the determination of entitlement to indemnification is to be made
by legal counsel pursuant to Section 9(a) of this Agreement.


 


(c)                                            The termination
of any Proceeding or of any claim, issue or matter therein, by judgment, order,
settlement or conviction, or upon a plea of nolo  contendere or
its equivalent, shall not (except as otherwise expressly provided in this
Agreement) of itself adversely affect the right of Indemnitee to
indemnification or create a presumption that Indemnitee did not act in good
faith and in a manner which he reasonably believed to be in or not opposed to
the best interests of the Company or, with respect to any criminal Proceeding,
that Indemnitee had reasonable cause to believe that his conduct was unlawful.


 


(d)                                           Actions of
Others.  The knowledge and/or actions,
or failure to act, of any director, officer, agent or employee of the
Enterprise shall not be imputed to Indemnitee for purposes of determining the
right to indemnification under this Agreement.


 


Section 11.                                      Remedies of
Indemnitee.


 


(a)                                            Subject to Section 11(d),
in the event that (i) a determination is made pursuant to Section 9
of this Agreement that Indemnitee is not entitled to indemnification under this
Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 7
of this Agreement, (iii) no determination of entitlement to
indemnification shall have been made pursuant to Section 9(a) of this
Agreement within ninety (90) days after receipt by the Company of the request
for indemnification, (iv) payment of indemnification is not made pursuant
to Section 4 or 5 within ten (10) days after receipt by the
Company of a written request therefor, (v) payment of indemnification
pursuant to Section 2 or 3 of this Agreement is not made within ten (10) days
after a determination has been made that Indemnitee is entitled to indemnification,
or (vi) in the event that the Company or any other person takes or
threatens to take any action to declare this Agreement void or unenforceable,
or institutes any litigation or other action or Proceeding designed to deny, or
to recover from, the Indemnitee the benefits provided or intended to be
provided to the Indemnitee hereunder, Indemnitee shall be entitled to an
adjudication by a court of his entitlement to such indemnification or
advancement of Expenses.


 


(b)                                           In the event
that a determination shall have been made pursuant to Section 9(a) of
this Agreement that Indemnitee is not entitled to indemnification, any judicial
proceeding commenced pursuant to this Section 11 shall be conducted in all
respects as a de  novo trial on the merits and Indemnitee shall
not be prejudiced by reason of that adverse determination.  In any judicial proceeding commenced pursuant
to this Section 11 the Company shall have the burden of proving Indemnitee
is not entitled to indemnification or advancement of Expenses.


 


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(c)                                            If a
determination shall have been made pursuant to Section 9(a) of this
Agreement that Indemnitee is entitled to indemnification, the Company shall be
bound by such determination in any judicial proceeding commenced pursuant to
this Section 11, absent (i) a misstatement by Indemnitee of a
material fact, or an omission of a material fact necessary to make Indemnitee’s
statement not materially misleading, in connection with the request for
indemnification, or (ii) a prohibition of such indemnification under
applicable law.


 


(d)                                           Notwithstanding
anything in this Agreement to the contrary, no determination as to entitlement
of Indemnitee to indemnification under this Agreement shall be required to be
made prior to the final disposition of the Proceeding.


 


Section 12.                                      Non-exclusivity;
Insurance; Subrogation; Other Payments.


 


(a)                                            The rights of
indemnification and to receive advancement of Expenses as provided by this
Agreement shall not be deemed exclusive of any other rights to which Indemnitee
may at any time be entitled under applicable law, the Certificate of
Incorporation, the By-laws, any agreement, a vote of stockholders or a
resolution of directors, or otherwise.  To
the extent that a change in Delaware law, whether by statute or judicial
decision, permits greater indemnification or advancement of Expenses than would
be afforded currently under the By-laws, the Certificate of Incorporation and
this Agreement, it is the intent of the parties hereto that Indemnitee shall
enjoy by this Agreement the greater benefits so afforded by such change.


 


(b)                                           To the extent
that the Company maintains an insurance policy or policies providing liability
insurance for directors, officers, employees, or agents of the Enterprise,
Indemnitee shall be covered by such policy or policies in accordance with its
or their terms to the maximum extent of the coverage available for any such
director, officer, employee or agent under such policy or policies.  If, at the time of the receipt of a notice of
a claim pursuant to the terms hereof, the Company has director and officer
liability insurance in effect, the Company shall give prompt notice of such
claim or of the commencement of a Proceeding, as the case may be, 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 policies.


 


(c)                                            In the event of
any payment under this Agreement, the Company shall be subrogated to the extent
of such payment to all of the rights of recovery of Indemnitee, who shall
execute all papers required and take all action necessary to secure such
rights, including execution of such documents as are necessary to enable the
Company to bring suit to enforce such rights.


 


(d)                                           The Company
shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable (or for which advancement is provided hereunder)
hereunder if and to the extent that Indemnitee has otherwise actually received
such payment under any insurance policy, contract, agreement or otherwise.


 


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(e)                                            The Company’s
obligation to indemnify or advance Expenses hereunder to Indemnitee who is or
was serving at the request of the Company as a director, officer, employee or
agent of any other corporation, limited liability company, partnership, joint
venture, trust, employee benefit plan or other enterprise shall be reduced by
any amount Indemnitee has actually received as indemnification or advancement
of Expenses from such other corporation, limited liability company,
partnership, joint venture, trust or other enterprise.


 


Section 13.                                      Duration of
Agreement.  This
Agreement shall continue until and terminate upon the later of: (a) ten (10) years
after the date that Indemnitee shall have ceased to serve as a director of the
Company or in other Corporate Status due to service as a director of the
Company or (b) one (1) year after the final termination of any
Proceeding then pending in respect of which Indemnitee is granted rights of
indemnification or advancement of Expenses hereunder and of any proceeding
commenced by Indemnitee pursuant to Section 11 of this Agreement relating
thereto.  This Agreement shall be binding
upon the Company and its successors and assigns, and the Company agrees to
assign this Agreement to any purchaser of substantially all of the assets and
to secure the agreement of such purchaser to assume this Agreement.  This Agreement shall inure to the benefit of
Indemnitee and his heirs, executors and administrators.


 


Section 14.                                      Severability.  If any provision or provisions of this
Agreement shall be held to be invalid, illegal or unenforceable for any reason
whatsoever: (a) the validity, legality and enforceability of the remaining
provisions of this Agreement (including without limitation, each portion of any
Section of this Agreement containing any such provision held to be
invalid, illegal or unenforceable, that is not itself invalid, illegal or
unenforceable) shall not in any way be affected or impaired thereby and shall
remain enforceable to the fullest extent permitted by law; (b) such
provision or provisions shall be deemed reformed to the extent necessary to
conform to applicable law and to give the maximum effect to the intent of the
parties hereto; and (c) to the fullest extent possible, the provisions of
this Agreement shall be construed so as to give effect to the intent manifested
thereby.


 


Section 15.                                      Merger.  This Agreement constitutes the entire
agreement between the parties hereto with respect to the subject matter hereof
and supersedes all prior agreements and understandings, oral, written and
implied, between the parties hereto with respect to the subject matter hereof;
provided, however, that this Agreement is a supplement to and in furtherance of
the Certificate of Incorporation, the By-laws and applicable law, and shall not
be deemed a substitute therefor, nor to diminish or abrogate any rights of
Indemnitee thereunder.


 


Section 16.                                      Modification
and Waiver.  No
supplement, modification or amendment of this Agreement shall be binding unless
executed in writing by the parties thereto. 
No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions of this Agreement nor shall
any waiver constitute a continuing waiver.


 


Section 17.                                      Notice by
Indemnitee.  Indemnitee
agrees promptly to notify the Company in writing upon being served with any
summons, citation, subpoena, complaint, indictment, information or other
document relating to any Proceeding or matter which may be subject to
indemnification or advancement of Expenses covered hereunder.  The failure of Indemnitee to so 


 


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notify the Company shall not
relieve the Company of any obligation which it may have to the Indemnitee under
this Agreement or otherwise.


 


Section 18.                                      Notices.  All notices, requests,
demands and other communications under this Agreement shall be in writing and
shall be deemed to have been duly given if (a) delivered by hand and
receipted for by the party to whom said notice or other communication shall
have been directed, (b) mailed by certified or registered mail with
postage prepaid, on the third business day after the date on which it is so
mailed, (c) mailed by reputable overnight courier and receipted for by the
party to whom said notice or other communication shall have been directed or (d) sent
by facsimile transmission, with receipt of oral confirmation that such
transmission has been received, for each party, at the address indicated on the
signature page of this Agreement, or at such other address as each party shall
provide to the other party.


 


Section 19.                                      Applicable Law
and Consent to Jurisdiction.  This Agreement and the legal relations among
the parties shall be governed by, and construed and enforced in accordance
with, the laws of the State of Delaware, without regard to its conflict of laws
rules.  The Company and Indemnitee hereby
irrevocably and unconditionally (i) agree that any action or proceeding
arising out of or in connection with this Agreement may be brought in the Chancery
Court of the State of Delaware (the “Delaware Court”), or in any other state or
federal court in the United States of America with subject matter and personal
jurisdiction, but not in any court in any other country, (ii) waive any
objection to the laying of venue of any such action or proceeding in the
Delaware Court, and (iii) waive, and agree not to plead or to make, any
claim that any such action or proceeding brought in the Delaware Court has been
brought in an improper or inconvenient forum.


 


Section 20.                                      Identical
Counterparts.  This
Agreement may be executed in one or more counterparts, each of which shall for
all purposes be deemed to be an original but all of which together shall
constitute one and the same Agreement.


 


Section 21.                                      Miscellaneous.  Use of the masculine pronoun shall be deemed
to include usage of the feminine pronoun where appropriate.  The headings of this Agreement are inserted
for convenience only and shall not be deemed to affect construction of this
Agreement.


 


IN WITNESS WHEREOF, the
parties have caused this Agreement to be signed as of the day and year first
above written.


 


 


	
  COVANCE INC.

  	
   

  	
  INDEMNITEE

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
  Name:

  
	
  Office:

  	
  Secretary

  	
   

  	
  Address:

  	
   

  
	
  Address: 

  	
  210 Carnegie Center

  	
   

  	
   

  	
   

  
	
   

  	
  Princeton, NJ 08540

  	
   

  	
   

  	
   

  
						



 


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