Exhibit 10.8

                               INDEMNITY AGREEMENT

     This  Indemnity  Agreement  is made this 13th day of  March,  2003,  by and
between IGEN International,  Inc., a Delaware  corporation (the "Company"),  and
_______________________ ("Indemnitee").

                              W I T N E S S E T H:

               WHEREAS, the Company and Indemnitee desire to enter into this
Agreement, which is intended to replace any indemnification agreement that may
exist between Indemnitee and the Company.

               NOW, THEREFORE, the Company and Indemnitee for good and valuable
consideration, the receipt of which is hereby acknowledged, hereby agree as
follows:

     1. DEFINITIONS  Capitalized terms used herein shall have the meaning as set
forth below:

          a. "Claim"  shall mean any  threatened,  pending or  completed  claim,
     action, demand, suit or proceeding, whether civil, criminal, administrative
     or investigative, and whether formal or informal.

          b. "Damages" shall mean any losses, liabilities, damages or any nature
     (including  consequential,   special  and  incidental),   claims,  demands,
     judgments,  amounts paid in  settlements,  fines,  penalties,  expenses and
     costs,  ERISA  excise  taxes.   Without  limiting  the  generality  of  the
     foregoing, Damages shall include any and all Defense Costs.

          c.  "Defense  Costs"  shall  mean any  costs,  charges,  bonds,  fees,
     expenses,  including  reasonable  attorneys'  fees  and  fees  of  experts,
     consultants,  witnesses  and court  costs,  incurred in the  investigation,
     defense or prosecution of any Claim.

          d. "Final  Adjudication" shall mean final judicial decision in a court
     of competent jurisdiction from which there is no further right to appeal.

          e.  "Person"   shall  mean  any   individual,   partnership,   limited
     partnership,  corporation,  company association,  business trust,  employee
     benefit or  retirement  plan or trust,  limited  liability  company,  trust
     unincorporated  association,   joint  venture,  enterprise  of  any  nature
     (whether  incorporated or unincorporated) that is capable of suing or being
     sued or that is recognized or recognizable in a court of law or equity as a
     "person", or any government entity, authority or agency.

          f.  "Third  Party"  shall  mean  any  trustee,   receiver,   creditor,
     contractor,  vendor,  insurance carrier, service provider to the Company or
     any other person doing business or otherwise associated with the Company in
     any capacity.
<PAGE>

          g. "Undertaking" shall have the meaning as set forth in Section 3.

     2. RIGHT TO INDEMNIFICATION.  The Company shall defend,  indemnify and hold
harmless  Indemnitee  from and against any and all Damages  asserted  against or
suffered or incurred by the  Indemnitee in connection  with any Claim brought by
any Person,  including any Third Party, in respect of, relating to, or by reason
of the  fact  that  the  Indemnitee  is or  was a  director,  officer,  manager,
employee,  agent or  representative  of the  Company or is or was serving at the
request of the Company as a  director,  officer,  manager,  employee or agent of
another Person, whether the basis of such Claim is alleged action or inaction in
an  official  capacity  as a  director,  officer,  manager,  employee,  agent or
representative  or in any other capacity  while serving as a director,  officer,
manager,  employee, agent or representative,  to the fullest extent permitted by
applicable law, as the same exists or may hereafter be amended (but, in the case
of any such  amendment,  only to the  extent  that such  amendment  permits  the
Company to provide broader indemnification rights than permitted prior thereto),
and such  indemnification  shall  continue  after  Indemnitee has ceased to be a
director,  officer, manager, employee agent or representative and shall inure to
the benefit of  Indemnitee's  heirs,  executors,  trustees  and  administrators;
provided,  however, that, except as provided in Section 4 hereof with respect to
proceedings  to enforce  rights to  indemnification  and  advancement of Defense
Costs,  the Company shall indemnify  Indemnitee in connection with any Claim (or
part thereof)  initiated by Indemnitee  only if such Claim (or part thereof) was
authorized by the board of directors of the Company.

     3. RIGHT TO  ADVANCEMENT  OF DEFENSE  COSTS.  In  addition  to the right to
indemnification  conferred  in Section 2 hereof,  an  Indemnitee  shall have the
right to be paid by the Company, in advance of Final  Adjudication,  all Defense
Costs as incurred by Indemnitee in connection  with any Claim for which right to
indemnification is applicable under this Agreement.  Defense Costs shall be paid
by the Company not later than thirty (30) days after receipt by the Company of a
statement of expenses from the Indemnitee requesting such payment, which request
shall be supported  by a statement of costs;  provided,  however,  that,  if the
Delaware  General  Corporation  Law requires,  an  advancement  of Defense Costs
incurred by  Indemnitee in  Indemnitee's  capacity as a director or officer (and
not in any other  capacity in which  service  was or is rendered by  Indemnitee,
including,  without limitation, as an employee, manager, agent or for service to
an employee  benefit plan) shall be made only upon delivery to the Company of an
undertaking  (hereinafter an "Undertaking"),  by or on behalf of Indemnitee,  to
repay all amounts so  advanced if it shall  ultimately  be  determined  by Final
Adjudication  that Indemnitee is not entitled to be indemnified for such Defense
Costs under this Agreement or otherwise.

     4. RIGHT OF INDEMNITEE  TO BRING SUIT.  (a) If a claim by Indemnitee to the
Company for  indemnification  under  Section 2 of this  Agreement is not paid in
full by the  Company  within  sixty  (60) days  after a  written  claim has been
received by the Company,  or if a claim by the  Indemnitee to the Company for an
advancement  of Defense Costs under  Section 3 of this  Agreement is not paid in
full within  thirty (30) days as specified in Section 3,  Indemnitee  may at any
time  thereafter  bring suit against the Company to recover the unpaid amount of
the claims.
<PAGE>

          (b) If  Indemnitee  is  successful  in  whole  or in part in any  suit
     brought  under Section 4(a), or in a suit brought by the Company to recover
     an advancement  of Defense Costs  pursuant to the terms of an  Undertaking,
     Indemnitee  shall be  entitled  to be paid  also  all  costs  and  expenses
     (including without limitation all reasonable  attorneys' fees, court costs,
     witness fees) of prosecuting or defending such suit.

          (c)  In  any  suit  brought  by  Indemnitee  to  enforce  a  right  to
     indemnification  hereunder  (but not in a suit  brought  by  Indemnitee  to
     enforce a right  under  Section 3 to an  advancement  of Defense  Costs) it
     shall be a defense that it has been determined by Final  Adjudication  that
     Indemnitee  has not met any  applicable  standard for  indemnification  set
     forth in the Delaware General Corporation Law.

          (d) In any suit  against  Indemnitee  by the  Company  to  recover  an
     advancement of Defense Costs pursuant to the terms of an  Undertaking,  the
     Company  shall be entitled to recover such Defense  Costs only upon a Final
     Adjudication  that  Indemnitee  has  not met any  applicable  standard  for
     indemnification set forth in the Delaware General Corporation Law.

          (e) Neither the failure of the Company  (including  its  directors who
     are not parties to such action, a committee of such directors,  independent
     legal counsel,  or its stockholders) to have made a determination  prior to
     the commencement of such suit that  indemnification of Indemnitee is proper
     in the circumstances  because Indemnitee has met the applicable standard of
     conduct set forth in the Delaware  General  Corporation  Law, nor an actual
     determination  by the Company  (including its directors who are not parties
     to such action, a committee of such directors,  independent  legal counsel,
     or its stockholders)  that Indemnitee has not met such applicable  standard
     of conduct,  shall create a  presumption  that  Indemnitee  has not met the
     applicable  standard of conduct  or, in the case of such a suit  brought by
     Indemnitee, be a defense to such suit. In any suit brought by Indemnitee to
     enforce a right to  indemnification  or to an  advancement of Defense Costs
     hereunder,  or by the Company to recover an  advancement  of Defense  Costs
     pursuant  to the  terms of an  Undertaking,  the  burden  of  proving  that
     Indemnitee is not entitled to be  indemnified,  or to such  advancement  of
     Defense Costs,  under this Agreement or otherwise,  shall be on the Company
     by clear and convincing evidence.

     5. SETTLEMENT. The Company shall have no obligation to indemnify Indemnitee
under this Agreement for any amounts paid in full settlement  and/or  compromise
of any Claim that was effected  without  Company's  prior written  consent.  The
Company shall not enter into any full settlement  and/or compromise of any Claim
in any manner that would impose any Damages on Indemnitee  without  Indemnitee's
written consent. Neither the Company nor Indemnitee shall unreasonably withhold,
condition or delay their consent to any proposed  settlement or compromise.  The
exercise of any right of consent or  withholding of consent under this Section 5
shall  not  affect,  excuse,  modify  or  relieve  the  Company  of  any  of its
obligations under this Agreement.

     6. MAINTENANCE OF INSURANCE. (a) The Company hereby represents and warrants
that policies of directors' and officers'  liability insurance ("D&O Insurance")
have been  purchased by the Company and that such policies are in full force and
effect.  The Indemnitee  acknowledges that he has been informed of, and provided
access to, the D&O Policies.
<PAGE>

          (b)  The  Company  hereby  covenants  and  agrees  that,  so  long  as
     Indemnitee  shall continue to serve as a director or officer of the Company
     and thereafter so long as Indemnitee shall be subject to any possible claim
     or threatened,  pending or completed  action,  suit or proceeding,  whether
     civil, criminal or investigative, by reason of the fact that Indemnitee was
     a director or officer of the Company, the Company, subject to Section 2(d),
     shall maintain in full force and effect D&O Insurance.

          (c) In all policies of D&O Insurance,  Indemnitee shall be named as an
     insured  in such a manner as to  provide  Indemnitee  the same  rights  and
     benefits, subject to the same limitations, as are accorded to the Company's
     directors or officers most favorably insured by such policy.

          (d) The Company  shall have no obligation to maintain D&O Insurance if
     the Company  determines in good faith that such insurance is not reasonably
     available,  the premium costs for such insurance is disproportionate to the
     amount of coverage provided,  or the coverage provided by such insurance is
     limited by exclusions so as to provide an insufficient benefit.

     7. RIGHTS NOT EXCLUSIVE.  The rights provided hereunder shall not be deemed
exclusive  of any other  rights to which  Indemnitee  may be entitled  under any
bylaw,  agreement,  vote  of  stockholders  or  of  disinterested  directors  or
otherwise,  both as to action in his  official  capacity and as to action in any
other capacity,  and shall continue after Indemnitee ceases to serve the Company
as a director, officer, employee as the case may be.

     8.  SEVERABILITY.  In the event that any  provision  of this  Agreement  is
determined  by a court to require the Company to do or to fail to do an act that
is in violation of applicable  law, such provision  shall be limited or modified
in its application to the minimum extent  necessary to avoid a violation of law,
and, as so limited or modified, such provision and the balance of this Agreement
shall be enforceable in accordance with their terms.

     9. CHOICE OF LAW.  This  Agreement  shall be governed by and  construed and
enforced in accordance with the laws of the State of Delaware.

     10.  CONSENT TO  JURISDICTION.  The  Company  and  Indemnitee  each  hereby
irrevocably  consent to the  jurisdiction of the courts of the State of Delaware
for all purposes in connection with any action or proceeding which arises out of
or relates to this  Agreement  and agree that any action  instituted  under this
Agreement shall be brought only in the state courts of the State of Delaware.

     11.  SUCCESSOR AND ASSIGNS.  This  Agreement  shall be (i) binding upon all
successors  and  assigns of the  Company  (including  any  transferee  of all or
substantially  all of its assets and any  successor  by merger or  otherwise  by
operation  of law) and (ii) shall be binding on and inure to the  benefit of the
heirs, personal representatives and estate of Indemnitee.
<PAGE>

     12.  AMENDMENT  OR  WAIVER.  No  amendment,  modification,  termination  or
cancellation  of this  Agreement  shall be  effective  unless  made in a writing
signed by each of the parties hereto,  and no waiver of any provision  hereunder
shall be effective unless in writing.

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


                            IGEN INTERNATIONAL, INC.

                            By:_____________________________
                            Name:
                            Title:


                           [INDEMNITEE]


                            --------------------------------