WHEREAS, in view of the considerations set forth above, Martek desires that Indemnified Personshall be indemnified and advanced expenses by Martek as set forth herein;NOW, THEREFORE, Martek and Indemnified Person hereby agree as set forth below.1. Certain Definitions. As used in this Agreement:(a) “**Board of Directors**” shall mean the Board of Directors of Martek.(b) “**Board Member**” shall mean an individual (i) elected by stockholders of Martek or (ii)appointed by members of its Board of Directors to serve on its Board of Directors.(c) “**Change in Control**” shall mean a change in the possession, directly or indirectly, of thepower to direct or cause the direction of the management and policies of Martek or any successor ininterest to Martek, whether through the ownership of voting securities, by contract or otherwise.A rebuttable presumption of a Change in Control shall be created by any of the following that firstoccur after the date of this Agreement (and Martek shall bear the burden of proof to overcome suchpresumption): (i) any “person” (including, without limitation, any individual, sole proprietorship,partnership, trust, corporation, association, joint venture, or other entity, whether or notincorporated), or “group” of persons (as defined in Sections 13(d) and14(d) of the SecuritiesExchange Act of 1934, as amended (the “**Exchange Act**”)), becomes, after the date of this Agreement,the “beneficial owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly,of securities of the Company representing twenty percent (20%) or more of the combined voting powerof the Company’s then outstanding securities; (ii) during any two (2) year period, individuals whoconstitute the Board of Directors at the beginning of such period, together with any new directorselected or appointed during the period whose election or appointment resulted from a vacancy on theBoard of Directors caused by retirement, death, or disability of a director and whose election orappointment was approved by a vote of at least a majority of the directors then still in office whowere directors at the beginning of the period, cease for any reason to constitute a majority of theBoard of Directors; (iii) the Company sells, assigns, conveys, transfers, leases or otherwisedisposes of all or substantially all of its assets to any person; (iv) the Company consolidateswith, or merges with or into another entity, or any entity consolidates with, or merges with orinto, the Company, in which the owners of outstanding voting stock of the Company immediately priorto such consolidation or merger do not represent at least a majority of the voting power in thesurviving entity after the consolidation or merger; or (v) the stockholders of the Company approvea plan of liquidation or dissolution.(d) “**Claim**” shall mean any request made by Indemnified Person to the Company under thisAgreement for indemnification or reimbursement of Expenses or for an Expense Advance.(e) “**Corporate Status**” describes the status of a person who is or was a Board Member, officer,employee or agent of the Company or of any corporation, partnership, joint venture, trust, employeebenefit plan or other enterprises which such person was or is serving at the request of Martek.
 
-2-

 
(f) “**Covered Event**” shall mean any Proceeding in which Indemnified Person was, is orreasonably and in good faith believes he [or she] will be involved as a party or otherwise byreason of the fact of the Indemnified Person’s Corporate Status, by reason of any action taken byIndemnified Person or of any action on his [or her] part while acting in his [or her]Corporate Status, or by reason of the fact that he [or she] was serving at the request of Martek asa Board Member, officer, employee, agent or fiduciary of any other enterprises, in each casewhether or not serving in such capacity at the time any liability or Expense is incurred for whichindemnification, reimbursement or Expense Advance is sought under this Agreement.(g) “**Expenses**” shall mean any and all expenses including: (i) (A) reasonable attorneys’ feesand other costs, expenses and obligations customarily incurred in connection with investigating,defending, being a witness in or participating in (including on appeal and including the premiumand other costs relating to any cost, supersedes or other appeal bond), or preparing to defend, tobe a witness in or to participate in, any action, suit, proceeding, arbitration, alternativedispute resolution mechanism, hearing, inquiry or investigation, and (B) judgments, fines,penalties and amounts paid in settlement (if such settlement is approved in advance by Martek,which approval shall not be unreasonably withheld), so long as such expenses relate to a CoveredEvent, and (ii) any federal, state, local or foreign taxes imposed on the Indemnified Person as aresult of the actual or deemed receipt of any payments under this Agreement.(h) “**Expense Advance**” shall mean a payment to Indemnified Person pursuant to **Section 3**ofExpenses in advance of the settlement of or final judgment in any action, suit, proceeding,arbitration, or alternative dispute resolution mechanism, hearing, inquiry or investigation.(i) “**Independent Legal Counsel**” shall mean an attorney or firm of attorneys, selected inaccordance with the provisions of **Section ****2(d)** hereof, who shall be experienced in matters ofcorporation law and who shall not have otherwise performed services for Martek or IndemnifiedPerson within the last five years (other than with respect to matters concerning the rights ofIndemnified Person under this Agreement, or of other Indemnified Persons under similar indemnityagreements).(j) “**Proceeding**” means any threatened, pending or completed action, suit, proceeding,arbitration or alternative dispute resolution mechanism, investigation (whether designated by theinvestigative agency as a formal investigation or otherwise), inquiry, administrative hearing orany other actual, threatened or completed proceeding, whether brought in the right of the Companyor otherwise and whether of a civil, criminal, administrative, regulatory or investigative nature;*provided, however,*that the term Proceeding shall not include any action, suit or arbitrationinitiated by Indemnified Person to enforce Indemnified Person’s rights under this Agreement.(k) References to “**Martek**” shall include, in addition to Martek, any constituent corporation(including any constituent of a constituent) absorbed in a consolidation or merger to which Martek.(or any of its wholly owned subsidiaries) is a party which, if its separate existence hadcontinued, would have had power and authority to indemnify its directors, officers, managers,employees, agents or fiduciaries such that if Indemnified Person is or was a director, officer,manager, employee, agent or fiduciary of such constituent corporation, or is or was serving at therequest of such constituent corporation as a director, officer, manager, partner (general orlimited), member, trustee, employee, agent or fiduciary of another corporation, partnership, jointventure, limited liability company, employee benefit plan, trust or other enterprises, IndemnifiedPerson shall stand in the same position under the provisions of this Agreement with respect to theresulting or surviving corporation as Indemnified Person would have with respect to suchconstituent corporation if its separate existence had continued.
 
-3-

 
(l) References to “**other enterprises**” shall include employee benefit plans sponsored by Martekor made available by Martek to the Company’s employees; references to “**fines**” shall include anyexcise taxes assessed on Indemnified Person with respect to an employee benefit plan; andreferences to “**serving at the request of Martek**” shall include any service as a Board Member,officer, employee, agent or fiduciary of Martek that imposes duties on, or involves services by,such Board Member, officer, employee, agent or fiduciary with respect to an employee benefit plan,its participants or its beneficiaries; and if Indemnified Person acted in good faith and in amanner Indemnified Person reasonably believed to be in the interest of the participants andbeneficiaries of an employee benefit plan, Indemnified Person shall be deemed to have acted in amanner “**not opposed to the best interests of Martek**” as referred to in this Agreement.(m) “**Reviewing Party**” shall mean, subject to the provisions of **Section 2(d)**, any person orbody appointed by the Board of Directors (and in the event of a Change in Control, approved by theIndemnified Person, which approval shall not be unreasonably withheld), in accordance withapplicable law to review Martek’s obligations under this Agreement and applicable law. Subject tothe provisions of **Section 2(d)**, the Reviewing Party may include a member or members of the Board ofDirectors, Independent Legal Counsel or any other person or body not a party to the particularClaim for which Indemnified Person is seeking indemnification.(n) “**Section**” refers to a section of this Agreement unless otherwise indicated.2. Indemnification.(a) Indemnification of Expenses. Subject to the provisions of **Section ****2(b)** below,Martek shall indemnify Indemnified Person for Expenses to the fullest extent permitted by law ifIndemnified Person was or is or becomes a party to or witness or other participant in, or isthreatened to be made a party to or witness or other participant in, any Covered Event arising outof a Proceeding, if with respect to the Covered Event, Indemnified Person acted in good faith andin a manner he [or she] reasonably believed to be in or not opposed to the best interests of Martekand, in the case of a criminal proceeding, had no reasonable cause to believe that his conduct wasunlawful. In the case of Proceedings by or in the right of the Company, Indemnified Person shallnot be indemnified for Expenses in respect of any Covered Event, or issue or matter that is part ofa Covered Event as to which Indemnified Person shall have been finally adjudged by a court to beliable to the Company, unless and only to the extent that the Delaware Court of Chancery (the“**Delaware Court**”) or any court in which the Proceeding was brought shall determine upon applicationthat, despite the adjudication of liability but in view of all of the circumstances of the case,Indemnified Person is fairly and reasonably entitled to indemnification for such Expenses as theDelaware Court or such other court shall deem proper.(b) Review of Indemnification Obligations. Notwithstanding **Section 2(a)**, if anyReviewing Party determines that indemnification of Indemnified Person under this Agreement wouldconstitute a violation of applicable law (a “**Negative Determination**”), (i) Martek shall have nofurther obligation under **Section ****2(a)** to make any payments to or on behalf of Indemnified Personnot made prior to the Negative Determination, and (ii) Martek shall be entitled to reimbursementfrom Indemnified Person (who hereby agrees to reimburse Martek) for all Expenses paid to or onbehalf of Indemnified Person that are encompassed by the Negative Determination (the “**NegativeDetermination Expenses**”). This **Section ****2(b)** is subject to the
 
-4-

 
following: If, within thirty daysof notice of a Negative Determination, Indemnified Person has commenced or commences legalproceedings in a court of competent jurisdiction to secure a determination that Indemnified Personis entitled to be indemnified under this Agreement or applicable law, any Negative Determinationshall not be binding; and Martek shall continue to advance Expenses and Indemnified Person shallnot be required to reimburse Martek for any Negative Determination Expenses until a final judicialdetermination is made (as to which all rights of appeal have been exhausted or lapsed) concerningIndemnified Person’s entitlement to indemnification under this Agreement or applicable law. AnyNegative Determination must be issued in writing. Notwithstanding anything in this Agreement tothe contrary, the Company shall be under no obligation to make a determination concerningIndemnified Person’s entitlement to indemnification for a particular Claim prior to finaldisposition of a Covered Event, including all appeals.(c) Indemnified Person Rights on Unfavorable Determination; Binding Effect. If anyReviewing Party determines that indemnification of Indemnified Person would, in whole or in part,constitute a violation of applicable law, Indemnified Person shall have the right to commencelitigation in the Delaware Court seeking an initial determination by the court or challenging anysuch determination by such Reviewing Party or any aspect thereof, including the legal or factualbases therefore. Subject to the provisions of **Section 15**, Martek hereby consents to service ofprocess and to appear in any such proceeding. Absent such litigation, any determination by anyReviewing Party shall be conclusive and binding on Martek and Indemnified Person.(d) Selection of Reviewing Party; Change in Control. Upon request of IndemnifiedPerson, the Board of Directors shall select a Reviewing Party. If a Change in Control (other thana Change in Control that has been approved by a majority of the Board of Directors who were BoardMembers immediately prior to such Change in Control) has occurred, any Reviewing Party with respectto all issues, disputes or other matters that arise after the Change in Control and that concernthe rights of Indemnified Person to indemnification of Expenses under this Agreement or any otheragreement or under Martek’s Certificate of Incorporation as now or hereafter in effect, or underany other applicable law, shall, if Indemnified Person so requests, be Independent Legal Counselselected by Indemnified Person and approved by Martek (which approval shall not be unreasonablywithheld). Such counsel, among other things, shall render its written opinion to Martek andIndemnified Person as to whether and to what extent indemnification of Indemnified Person wouldconstitute a violation of applicable law; and Martek and Indemnified Person agree to abide by suchopinion (subject to the right to judicial review of the decision pursuant to **Section 2(c)**). Martekagrees to pay the reasonable fees of the Independent Legal Counsel referred to above and toindemnify such counsel against expenses (including reasonable attorneys’ fees), claims, liabilitiesand damages arising out of this Agreement or its engagement pursuant to the Agreement.Notwithstanding any other provision of this Agreement, Martek shall not be required to pay Expensesof more than one Independent Legal Counsel in connection with all matters concerning a singleIndemnified Person, and such Independent Legal Counsel shall be the Independent Legal Counsel forany or all other Indemnified Persons unless (i) Martek otherwise determines or (ii) any IndemnifiedPerson shall provide a written statement setting forth in detail a reasonable objection to suchIndependent Legal Counsel representing other Indemnified Persons.(e) Mandatory Payment of Expenses. Notwithstanding any other provision of thisAgreement other than **Section 10**hereof, to the extent that Indemnified Person has been successfulon the merits or otherwise, including, without limitation, the dismissal of an action withoutprejudice, indefense of any Covered Event, Indemnified Person shall be indemnified against all reasonableExpenses incurred by Indemnified Person in connection with the Covered Event.
 
-5-

 
(f) Expenses as a Witness. Notwithstanding any other provision of this Agreement, tothe extent that Indemnified Person is, by reason of his status with the Company, a witness inconnection with any Proceeding to which Indemnified Person is not a party, he shall be indemnifiedagainst all Expenses actually and reasonably incurred by him or on his behalf in connectiontherewith.3. Expense Advances.(a) Obligation to Make Expense Advances. Upon receipt of a written undertaking by oron behalf of the Indemnified Person to repay such amounts if it shall ultimately be determined thatthe Indemnified Person is not entitled to be indemnified therefore by Martek hereunder underapplicable law, Martek shall make Expense Advances to Indemnified Person.(b) Form of Undertaking. Any obligation to repay any Expense Advances hereunderpursuant to a written undertaking by the Indemnified Person shall be unsecured and may be acceptedwithout reference to financial ability to make the repayment and no interest shall be chargedthereon.4. Procedures for Indemnification and Expense Advances.(a) Timing of Payments. All payments of Expenses (including without limitationExpense Advances) by Martek to or on behalf of the Indemnified Person pursuant to this Agreementshall be made to the fullest extent permitted by law as soon as reasonably practicable afterwritten demand by Indemnified Person therefor is presented to Martek, but in no event later thanthirty (30) days after such written demand by Indemnified Person is presented to Martek. Oncenotice of a Claim is given pursuant to **Section ****4(b)** in a manner that identifies an attorneyretained by the Indemnified Person in connection with the Claim, the presentation by such attorneyof an invoice for services rendered shall constitute a written demand for payment and no separatedemand from the Indemnified Person for payment of each invoice is necessary; *provided, however,*that the invoices presented include sufficient detail as to the services rendered to permit theCompany or its insurers the ability to assess the reasonableness of the Expense Advance requested.The payment obligation under this **Section ****4(a)** shall apply without regard to whether the Companymay have insurance or indemnity rights applicable to all or a portion of any Expense Advance.(b) Notice/Cooperation by Indemnified Person. Indemnified Person shall give Marteknotice in writing as soon as practicable of any Covered Event made against Indemnified Person forwhich a Claim, will or could be sought under this Agreement; *provided, however*, that the failure toso notify Martek shall not relieve Martek of its obligations under this Agreement except to theextent that Martek can demonstrate that such failure has materially prejudiced Martek. Notice toMartek shall be directed to the Chief Executive Officer and the General Counsel of the Company atthe address shown on the signature page of this Agreement (or such other address as Martek shalldesignate in writing to Indemnified Person). In addition, each of the Indemnified Person andMartek shall give the other party such information related to a Covered Event and cooperation asthe other party may reasonably require and as shall be within such party’s power. Without limitingthe generality of this cooperation
 
-6-

 
obligation, Indemnified Person shall work reasonably with the Company to manage Expenses, and such cooperation may be considered in assessing thereasonableness of Expenses that are the subject of a Claim; *provided, however,*that nothing in thissentence shall be construed to undermine the purpose of this Agreement or prejudice IndemnifiedPerson or to purport to modify the professional obligations of Indemnified Person’s legal counsel.Among examples of actions that Indemnified Person agrees to consider to help manage Expensesinclude (i) being represented jointly with the Company and/or other directors, officers, employeesor agents of the Company, (ii) being represented by shadow counsel while publicly remaining part ofa larger group of persons being jointly represented, and (iii) seeking advance approval fromappropriate representatives of the Company before retaining expert witnesses or consultants, orundertaking large projects such as the preparation of an evidence database. Nothing in thiscooperation obligation shall be construed to require either the Company or Indemnified Person tocompromise or violate any legal, ethical or contractual obligation or otherwise limit legal rightsthat the party otherwise has. Indemnified Person shall cooperate with reasonable requests from theCompany necessary to obtain appropriate recovery under the Company’s insurance programs, includingwithout limitation directors’ and officers’ liability and fiduciary liability insurance policies.(c) No Presumptions; Burden of Proof. For purposes of this Agreement, the terminationof any Covered Event by judgment, order, settlement (whether with or without court approval) orconviction, or upon a plea of *nolo contendere*or its equivalent, shall not create a presumptionthat Indemnified Person failed to meet any particular standard of conduct or lacked any particularbelief or that a court has determined that indemnification is not permitted by this Agreement orapplicable law. Neither the failure of any Reviewing Party to determine whether Indemnified Personhas met any particular standard of conduct or had any particular belief, nor a Reviewing Party’sactual determination that Indemnified Person has failed to meet such standard of conduct or lackedsuch belief, shall serve, prior to the commencement of legal proceedings by Indemnified Person tosecure a judicial determination that Indemnified Person should be indemnified under this Agreementor under applicable law, as a defense to Indemnified Person’s Claim or create a presumption thatIndemnified Person has not met any particular standard of conduct or did not have any particularbelief. In connection with any determination by any Reviewing Party or otherwise as to whether theIndemnified Person is entitled to be indemnified and/or to receive Expense Advances under thisAgreement and under applicable law, the burden of proof shall be on Martek to establish thatIndemnified Person is not so entitled. Notwithstanding the absence of any presumption created by aReviewing Party’s determination, nothing in this **Section ****4(c)** shall otherwise limit theadmissibility into evidence of documents or testimony related to the Reviewing Party’s work,including without limitation any report issued by the Reviewing Party, documents or other materialsrelied upon by the Reviewing Party or testimony from the Reviewing Party.(d) Notice to Insurers. If, at the time of the receipt by Martek of a notice of aClaim pursuant to **Section ****4(b)** hereof, Martek has liability insurance in effect which may coversuch Claim, Martek shall give prompt notice of the commencement of such Claim to the insurers inaccordance with the procedures set forth in the respective policies. Martek shall thereafter takeall reasonable, necessary or desirable actions to cause such insurers to pay, on behalf of theIndemnified Person, all amounts payable as a result of such Claim in accordance with the terms ofsuch policies. Upon written request from Indemnified Person, Martek shall provide copies of allinsurance policies that arguably afford coverage for a Claim.
 
-7-

 
(e) Selection of Counsel. Martek shall have the right to approve Indemnified Person’sselection of counsel with respect to any Covered Event (which approval shall not beunreasonably withheld). In the event Martek shall be obligated under this Agreement tosatisfy a Claim, Martek, if appropriate, shall be entitled to assume the defense of such CoveredEvent with counsel approved by Indemnified Person (which approval shall not be unreasonablywithheld) upon the delivery to Indemnified Person of written notice of Martek’s election to do so.After delivery of such notice, approval of such counsel by Indemnified Person and the retention ofsuch counsel by Martek, Martek will not be liable to Indemnified Person under this Agreement forany fees or expenses of separate counsel subsequently retained by or on behalf of IndemnifiedPerson with respect to the same Covered Event; *provided, that*, (i) Indemnified Person shall havethe right to employ Indemnified Person’s separate counsel in any such Covered Event at IndemnifiedPerson’s expense and (ii) if (A) the employment of separate counsel by Indemnified Person has beenpreviously authorized by Martek, (B) Indemnified Person shall have reasonably concluded that theremay be a conflict of interest between Martek and Indemnified Person in the conduct of any suchdefense, (C) Indemnified Person shall have reasonably concluded that Indemnified Person’s interestsand those of Martek may be inconsistent, or (D) Martek shall not continue to retain such counsel todefend such Covered Event, then the fees and expenses of Indemnified Person’s separate counselshall be Expenses for which Indemnified Person may receive indemnification or Expense Advanceshereunder.(f) Settlements. Martek shall not be liable to indemnify Indemnified Person underthis Agreement for any amounts paid in settlement of any Covered Event agreed or entered intowithout Martek’s written consent. Martek shall not settle any Covered Event in any manner thatwould impose any penalty or limitation on Indemnified Person or that would require theacknowledgment of any wrongdoing by Indemnified Person without Indemnified Person’s writtenconsent. Neither Martek nor Indemnified Person will unreasonably withhold consent to a proposedsettlement of a Covered Event.5. Additional Indemnification Rights; Nonexclusivity.(a) Scope. Martek hereby agrees to indemnify the Indemnified Person to the fullestextent permitted by law, notwithstanding that such indemnification is not specifically authorizedby the other provisions of this Agreement, Martek’s Certificate of Incorporation or by statute. Inthe event of any change after the date of this Agreement in any applicable law, statute or rulethat expands the right of a Delaware corporation to indemnify a director, officer, employee, agentor fiduciary, it is the intent of the parties to this Agreement that Indemnified Person shall enjoyby this Agreement the greater benefits afforded by such change. In the event of any change in anyapplicable law, statute or rule that narrows the right of a Delaware corporation to indemnify amember of its Board of Directors or a director, officer, employee, agent or fiduciary, such change,to the extent not otherwise required by such law, statute or rule to be applied to this Agreement,shall have no effect on this Agreement or the parties’ rights and obligations under this Agreementexcept as set forth in **Section ****11(a)** hereof.(b) Nonexclusivity. The indemnification and the payment of Expense Advances providedby this Agreement shall be in addition to any rights to which Indemnified Person may be entitledunder Martek’s Certificate of Incorporation or bylaws, any other agreement, any vote ofstockholders or disinterested Board Members, the DGCL or otherwise. The indemnification and thepayment of Expense Advances provided for under this Agreement shall continue as to IndemnifiedPerson for any action taken or not taken while serving in an indemnified capacity even thoughsubsequent thereto Indemnified Person may have ceased to serve in such capacity.6. No Duplication of Payments. Martek shall not be liable under this Agreement tomake any payment in connection with any Covered Event made against Indemnified Person to the extentIndemnified Person has otherwise actually received payment from or on behalf of Martek (under anyinsurance policy, provision of Martek’s Certificate of Incorporation or otherwise) of the amountsotherwise payable hereunder.
 
-8-

 
7. Partial Indemnification. If Indemnified Person is entitled under any provision ofthis Agreement or otherwise to indemnification by Martek for some or a portion of Expenses incurredin connection with any Covered Event, but not, however, for all of the total amount thereof, Martekshall nevertheless indemnify Indemnified Person for the portion of such Expenses to whichIndemnified Person is entitled. Allocation between indemnifiable and non-indemnifiable Expensesshall be determined by the parties in good faith negotiations based on the relative exposure toIndemnified Person of the indemnifiable as compared with the non-indemnifiable Expenses.8. Mutual Acknowledgment. Both Martek and Indemnified Person acknowledge that incertain instances, federal law or applicable public policy may prohibit Martek from indemnifyingits Board Members, officers, employees, agents or fiduciaries under this Agreement or otherwise.Indemnified Person understands and acknowledges that Martek has undertaken or may be required inthe future to undertake with the Securities and Exchange Commission to submit the question ofindemnification to a court in certain circumstances for a determination of Martek’s right underpublic policy to indemnify Indemnified Person.9. Liability Insurance. To the extent such coverage is obtainable on commerciallyreasonable terms in Martek’s discretion, Martek shall maintain directors’ and officers’ liabilityinsurance or fiduciary liability insurance applicable to [Board Members], [officers], [keyemployees, agents or fiduciaries], and Indemnified Person shall be covered by such policies in sucha manner as to provide Indemnified Person the same rights and benefits as are provided to the mostfavorably insured of [Board Members] [or] [Martek’s officers] [or] [Martek’s key employees, agentsor fiduciaries]. Upon any Change in Control, Martek shall obtain continuation and/or “tail”coverage for Indemnified Person to the extent such coverage is obtainable at such time atreasonable cost in the context of the market for directors and officers insurance as such markethas existed over the five years prior to the Change in Control.10. Exceptions. Notwithstanding any other provision of this Agreement, Martek shallnot be obligated pursuant to the terms of this Agreement:(a) Excluded Action or Omissions. To indemnify or make Expense Advances toIndemnified Person with respect to Covered Events arising out of acts, omissions or transactionsfor which Indemnified Person is prohibited from receiving indemnification under the DGCL or otherapplicable law.(b) Claims Initiated by Indemnified Person. To indemnify or make Expense Advances toIndemnified Person with respect to Covered Events initiated or brought voluntarily by IndemnifiedPerson and not by way of defense, counterclaim or cross-claim, except (i) with respect to actionsor proceedings brought to establish or enforce a right to indemnification under this Agreement orany other agreement or insurance policy or under Martek’s Certificate of Incorporation (all as nowor hereafter in effect) relating to a Claim, (ii) in specific cases if the Board of Directorshas approved the initiation or bringing of such Claim, or (iii) as otherwise required underSection 145 of the DGCL.
 
-9-

 
(c) Lack of Good Faith. To indemnify Indemnified Person for any Expenses incurred bythe Indemnified Person with respect to any action instituted (i) by Indemnified Person to enforceor interpret this Agreement, if a court having jurisdiction over such action determines as providedin **Section 13**that each of the material assertions made by the Indemnified Person as a basis forsuch action was not made in good faith or was frivolous, or (ii) by or in the name of Martek toenforce or interpret this Agreement, if a court having jurisdiction over such action determines asprovided in **Section 13**that each of the material defenses asserted by Indemnified Person in suchaction was not made in good faith or was frivolous.(d) Claims Under Section 16(b). To indemnify Indemnified Person for Expenses and thepayment of profits arising from the purchase and sale by Indemnified Person of securities inviolation of Section 16(b) of the Securities Exchange Act of 1934, as amended, or any similarsuccessor statute.11. Counterparts. This Agreement may be executed in one or more counterparts, each ofwhich shall constitute an original.12. Binding Effect; Successors and Assigns. This Agreement shall be binding upon andinure to the benefit of and be enforceable by the parties and their respective successors, assigns(including any direct or indirect successor by purchase, merger, consolidation or otherwise to allor substantially all of the business or assets of Martek), spouses, domestic partners, heirs andpersonal and legal representatives. Martek shall require and cause any successor (whether director indirect, and whether by purchase, merger, consolidation or otherwise) to all, substantiallyall, or a substantial part, of the business or assets of Martek, by written agreement in form andsubstance satisfactory to Indemnified Person, expressly to assume and agree to perform thisAgreement in the same manner and to the same extent that Martek would be required to perform if nosuch succession had taken place. This Agreement shall continue in effect until, and will terminateupon, the later of: (a) ten (10) years after the date that Indemnified Person shall have ceased toserve as [a Board Member] [director] [officer] [employee] [agent] or [fiduciary] of Martek or ofany other enterprises at Martek’s request, or (b) one (1) year after the final termination of anyProceeding related to a Covered Event (including final termination of any appeal) or of any actioncommenced by Indemnified Person and contemplated by **Section 13**of this Agreement to enforce orinterpret any terms of this Agreement or any liability insurance policy maintained by Martek.13. Expenses Incurred in Action Relating to Enforcement or Interpretation. In theevent that any action is instituted by Indemnified Person under this Agreement or under anyliability insurance policies maintained by Martek to enforce or interpret any of the terms hereofor thereof, Indemnified Person shall be entitled to be indemnified for Expenses customarily andreasonably incurred by Indemnified Person with respect to such action (including, withoutlimitation, reasonable attorneys’ fees), regardless of whether Indemnified Person is ultimatelysuccessful in such action, unless as a part of such action a court having jurisdiction over suchaction makes a final judicial determination (as to which all rights of appeal therefrom have beenexhausted or lapsed) that each of the material assertions made by Indemnified Person as a basis forsuch action was not made in good faith or was frivolous; *provided, however,*that until such finaljudicial determination is made, Indemnified Person shall be entitled under **Section 3**to receivepayment of Expense Advances withrespect to such action. In the event of an action instituted by or in the name of Martekunder this Agreement to enforce or interpret any of the terms of this Agreement, Indemnified Personshall be entitled to be indemnified for Expenses customarily and reasonably incurred by IndemnifiedPerson in defense of such action (including without limitation costs and expenses incurred withrespect to Indemnified Person’s counterclaims and cross-claims made in such action), unless as apart of such action a court having jurisdiction over such action makes a final judicialdetermination (as to which all rights of appeal therefrom have been exhausted or lapsed) that eachof the material defenses asserted by Indemnified Person in such action was not made in good faithor was frivolous; *provided, however*, that until such final judicial determination is made,Indemnified Person shall be entitled under **Section 3**to receive payment of Expense Advanceshereunder with respect to such action.
 
-10-

 
14. Notice. All notices, requests, demands and other communications under thisAgreement shall be in writing and shall be deemed duly given (i) if delivered by hand and signedfor by the party addressed, on the date of such delivery; (ii) if mailed by domestic certified orregistered mail with postage prepaid, on the third business day after the date postmarked; (iii) ifsent by third-party courier with delivery prepaid, on the next business day after shipment; or (iv)if by electronic mail, on the next business day after shipment. Addresses for notice to eitherparty are as shown on the signature page of this Agreement, or as subsequently modified by writtennotice.15. Consent to Jurisdiction. Martek and Indemnified Person each hereby irrevocablyconsent to the jurisdiction of the courts of the State of Delaware for all purposes in connectionwith any action or proceeding that arises out of or relates to this Agreement and agree that anyaction instituted under this Agreement shall be commenced, prosecuted and continued only in theDelaware Court in and for New Castle County, which shall be the exclusive and only proper forum foradjudicating such a claim.16. Severability. The provisions of this Agreement shall be severable in the eventthat any of the provisions (including any provision within a Section, paragraph or sentence) areheld by a court of competent jurisdiction to be invalid, void or otherwise unenforceable; and theremaining provisions shall remain enforceable to the fullest extent permitted by law. Furthermore,to the fullest extent possible, the provisions of this Agreement (including without limitation eachportion of this Agreement containing any provision held to be invalid, void or otherwiseunenforceable, that is not itself invalid, void or unenforceable) shall be construed so as to giveeffect to the intent manifested by the provision held invalid, illegal or unenforceable.17. Choice of Law. This Agreement, and all rights, remedies, liabilities, powers andduties of the parties to this Agreement, shall be governed by and construed in accordance with thelaws of the State of Delaware as applied to contracts between Delaware residents entered into andto be performed entirely in the State of Delaware without regard to principles of conflicts oflaws.18. Subrogation. In the event of payment under this Agreement, Martek shall besubrogated to the extent of such payment to all of the rights of recovery of Indemnified Person.Indemnified Person agrees to execute all documents and to perform all acts that may be reasonablynecessary to secure such rights and to enable Martek effectively to bring suit to enforce suchrights.19. Amendment and Termination. No amendment, modification, termination orcancellation of this Agreement shall be effective unless it is in writing signed by both theparties. No waiver of any of the provisions of this Agreement shall be deemed to be or shallconstitute a waiver ofany other provision (whether or not similar), nor shall such a waiver with respect to aparticular Claim constitute a continuing waiver applicable to any other Claim.
 
-11-

 
20. Integration and Entire Agreement. This Agreement, together with theindemnification provisions that may be included in the Company’s Certificate of Incorporation andBylaws, sets forth the entire understanding between the parties and supersedes and merges allprevious written and oral negotiations, commitments, understandings and agreements relating to thesubject matter hereof between the parties. To the extent of any conflict between the provisions ofthe Company’s Certificate of Incorporation or Bylaws, on the one hand, and this Agreement, on theother hand, the conflict shall be resolved in a manner that provides to Indemnified Person thegreater degree of indemnification for Expenses or Expense Advance, consistent with applicable law.21. No Construction as Employment Agreement. Nothing contained in this Agreementshall be construed as giving Indemnified Person any right to be retained in the employ of Martek orany of its subsidiaries or affiliated entities.[*signature page follows*]
 
-12-

 
IN WITNESS WHEREOF, the parties hereto have executed this Indemnification Agreement as of thedate first above written.           **MARTEK BIOSCIENCES CORPORATION**             By:                 Name:        Title:        Address:                 E-mail:                        **AGREED TO AND ACCEPTED**             **INDEMNIFIED PERSON**:             By:                 (Signature)      Name:           (Print Name)      Address:                 E-mail:    
 
-13-