EXHIBIT 10.5**INDEMNIFICATION AGREEMENT**     This Indemnification Agreement (the *“Agreement”*) is entered into as of the 24th dayof February, 2006, by and among Sirna Therapeutics, Inc., a Delawarecorporation (the *“Company”*)and the indemnitees listed on the signature pages hereto (each an *“Indemnitee”*and collectively,the *“Indemnitees”*).RECITALS     The Company and the Indemnitees recognize the continued difficulty in obtaining liabilityinsurance for the Company’s directors, officers, employees, controlling persons, agents andfiduciaries, the significant increases in the cost of such insurance and the general reductions inthe coverage of such insurance.     The Company and the Indemnitees further recognize the substantial increase in corporatelitigation in general, subjecting directors, officers, employees, controlling persons, agents andfiduciaries to expensive litigation risks at the same time as the availability and coverage ofliability insurance has been severely limited.     The Indemnitees do not regard the prior protection available as adequate under thecircumstances, and the Indemnitees and other directors, officers, employees, controlling persons,agents and fiduciaries of the Company are not willing to serve in such capacities withoutadditional protection, so the Company and the Indemnitees desire to enter into this Agreement.     The Company (i) desires to attract and retain the involvement of highly qualified groups, suchas the Indemnitees, to serve the Company and, in part, to induce each Indemnitee to be involvedwith the Company and (ii) wishes to provide for the indemnification and advancing of expenses toeach Indemnitee to the maximum extent permitted by law.     In view of the considerations set forth above, the Company desires that each Indemnitee beindemnified by the Company as set forth herein.     NOW, THEREFORE, the Company and each Indemnitee hereby agrees as follows:***Indemnification******.***     Indemnification of Expenses. The Company shall indemnify and hold harmless eachIndemnitee (including, without limitation, its respective directors, officers, partners, employees,agents and spouses) and each person who controls any of them or who may be liable within themeaning of Section 15 of the Securities Act of 1933, as amended (the *“Securities Act”*), or Section20 of the Securities Exchange Act of 1934, as amended (the *“Exchange Act”*) to the fullest extentpermitted by law if such Indemnitee was or is or becomes a party to or witness or other participantin, or is threatened to be made a party to or witness or other participant in, any threatened,pending or completed action, suit, proceeding or alternative dispute resolution mechanism, or anyhearing, inquiry or investigation that such Indemnitee reasonably believes might lead to theinstitution of any such action, suit, proceeding or alternative dispute resolution mechanism,whether civil, criminal, administrative, investigative or other (hereinafter a *“Claim”*) by reasonof (or arising in part out of) any event or occurrence related to the fact that such Indemnitee isor was a director, officer, employee, controlling person, agent or fiduciary of
 

 
the Company, or any subsidiary of the Company, or is or was serving at the request of the Companyas a director, officer, employee, controlling person, agent or fiduciary of another corporation,partnership, joint venture, trust or other enterprise, or by reason of any action or inaction onthe part of such Indemnitee while serving in such capacity including, without limitation, any andall losses, claims, damages, expenses and liabilities, joint or several (including, withoutlimitation, any investigation, legal and other expenses incurred in connection with, and any amountpaid in settlement of, any action, suit, proceeding or any claim asserted) under the SecuritiesAct, the Exchange Act or other federal or state statutory law or regulation, at common law orotherwise, which relate directly or indirectly to the registration, purchase, sale or ownership ofany securities of the Company or to any fiduciary obligation owed with respect thereto (hereinafteran *“Indemnification Event”*) against any and all expenses (including, without limitation, reasonableattorneys’ fees and all other reasonable costs, expenses and obligations incurred in connectionwith investigating, defending a witness in or participating in (including, without limitation, onappeal), or preparing to defend, be a witness in or participate in, any such action, suit,proceeding, alternative dispute resolution mechanism, hearing, inquiry or investigation),judgments, fines, penalties and amounts paid in settlement (if such settlement is approved inadvance by the Company, which approval shall not be unreasonably withheld) of such Claim and anyfederal, state, local or foreign taxes imposed on such Indemnitee as a result of the actual ordeemed receipt of any payments under this Agreement (collectively,hereinafter *“Expenses”*),including, without limitation, all interest, assessments and other charges paid or payable inconnection with or in respect of such Expenses. Such payment of allowed Expenses shall be made bythe Company as soon as practicable but in any event no later than five (5) days after writtendemand by the Indemnitee therefor is presented to the Company.     Reviewing Party. Notwithstanding the foregoing, (i) the obligations of the Companyunder Section 1(a) shall be subject to the condition that the Reviewing Party (as described inSection 10(e) hereof) shall not have determined (in a written opinion, in any case in which theIndependent Legal Counsel referred to in Section 10(d) hereof is involved) that an Indemnitee wouldnot be permitted to be indemnified under applicable law, and (ii) each Indemnitee acknowledges andagrees that the obligation of the Company to make an advance payment of Expenses to an Indemniteepursuant to Section 2(a) (an *“Expense Advance”*) shall be subject to the condition that, if, whenand to the extent that the Reviewing Party determines that an Indemnitee would not be permitted tobe so indemnified under applicable law, the Company shall be entitled to be reimbursed by suchIndemnitee (who hereby agrees to reimburse the Company) for all such amounts theretofore paid;provided, however, that if such Indemnitee has commenced or thereafter commenceslegal proceedings in a court of competent jurisdiction to secure a determination that suchIndemnitee should be indemnified under applicable law, any determination made by the ReviewingParty that such Indemnitee would not be permitted to be indemnified under applicable law shall notbe binding and such Indemnitee shall not be required to reimburse the Company for any ExpenseAdvance until a final judicial determination is made with respect thereto (as to which all rightsof appeal therefrom have been exhausted or lapsed). An Indemnitee’s obligation to reimburse theCompany for any Expense Advance shall be unsecured and no interest shall be charged thereon if suchreimbursement is made within thirty (30) days of such final judicial determination, unlessotherwise required by the court. If there has not been a Change in Control (as defined in Section10(c) hereof), the Reviewing Party shall be selected by the Board of Directors, and if there hasbeen such a Change in Control (other than a Change in Control that has been approved by a majorityof the Company’s Board of Directors
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who were directors immediately prior to such Change in Control), the Reviewing Party shall bethe Independent Legal Counsel referred to in Section 10(d) hereof. If there has been nodetermination by the Reviewing Party or if the Reviewing Party determines that an Indemniteesubstantively would not be permitted to be indemnified in whole or in part under applicable law,the Indemnitee shall have the right to commence litigation seeking an initial determination by thecourt or challenging any such determination by the Reviewing Party or any aspect thereof,including, without limitation, the legal or factual bases therefor, and the Company hereby consentsto service of process and to appear in any such proceeding. Any determination by the ReviewingParty otherwise shall be conclusive and binding on the Company and such Indemnitee.     Contribution. If the indemnification provided for in Section 1(a) above for anyreason is held by a court of competent jurisdiction to be unavailable to an Indemnitee in respectof any losses, claims, damages, expenses or liabilities referred to therein, then the Company, inlieu of indemnifying such Indemnitee thereunder, shall contribute to the amount paid or payable bysuch Indemnitee as a result of such losses, claims, damages, expenses or liabilities (i) in suchproportion as is appropriate to reflect the relative benefits received by the Company and theIndemnitees, or (ii) if the allocation provided by clause (i) above is not permitted by applicablelaw, in such proportion as is appropriate to reflect not only the relative benefits referred to inclause (i) above but also the relative fault of the Company and the Indemnitees in connection withthe action or inaction that resulted in such losses, claims, damages, expenses or liabilities, aswell as any other relevant equitable considerations. In connection with the registration of theCompany’s securities, the relative benefits received by the Company and the Indemnitees shall bedeemed to be in the same respective proportions that the net proceeds from the offering (beforededucting expenses) received by the Company and the Indemnitees, in each case as set forth in thetable on the cover page of the applicable prospectus, bear to the aggregate public offering priceof the securities so offered. The relative fault of the Company and the Indemnitees shall bedetermined by reference to, among other things, whether the untrue or alleged untrue statement of amaterial fact or the omission or alleged omission to state a material fact relates to informationsupplied by the Company or the Indemnitees and the parties’ relative intent, knowledge, access toinformation and opportunity to correct or prevent such statement or omission.     The Company and the Indemnitees agree that it would not be just and equitable ifcontribution pursuant to this Section 1(c) were determined by pro rata or per capita allocation orby any other method of allocation that does not take account of the equitable considerationsreferred to in the immediately preceding paragraph. In connection with the registration of theCompany’s securities, in no event shall an Indemnitee be required to contribute any amount underthis Section 1(c) in excess of the lesser of (i) that proportion of the total of such losses,claims, damages or liabilities that are indemnified against, equal to the proportion of the totalsecurities sold under such registration statement that are being sold by such Indemnitee or (ii)the proceeds received by such Indemnitee from its sale of securities under such registrationstatement. No person found guilty of fraudulent misrepresentation (within the meaning of Section11(f) of the Securities Act) shall be entitled to contribution from any person who was not foundguilty of such fraudulent misrepresentation.     Survival Regardless of Investigation. The indemnification and contribution providedfor in this Section 1 will remain in full force and effect regardless of any investigation made byor on behalf of the Indemnitees or any officer, director, employee, agent or controlling person ofthe Indemnitees.     Change in Control. The Company agrees that if there is a Change in Control of theCompany (other than a Change in Control that has been approved by a majority of the Company’s Boardof Directors who were directors immediately prior to such Change in Control) then, with respect toall matters thereafter arising concerning the rights of the Indemnitees to payments of Expensesunder this Agreement or any other agreement or under the
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Company’s Certificate of Incorporation or Bylaws as now or hereafter in effect, IndependentLegal Counsel (as defined in Section 10(d) hereof) shall be selected by the Indemnitees andapproved by the Company (which approval shall not be unreasonably withheld). Such counsel, amongother things, shall render its written opinion to the Company and the Indemnitees as to whether andto what extent the Indemnitees would be permitted to be indemnified under applicable law. TheCompany agrees to abide by such opinion and to pay the reasonable fees of the Independent LegalCounsel referred to above and to fully indemnify such counsel against any and all expenses(including, without limitation, reasonable attorneys’ fees), claims, liabilities and damagesarising out of or relating to this Agreement or its engagement pursuant hereto.     Mandatory Payment of Expenses. Notwithstanding any other provision of this Agreement,to the extent that the Indemnitees have been successful on the merits or otherwise, including,without limitation, the dismissal of an action without prejudice, in the defense of any action,suit, proceeding, inquiry or investigation referred to in Section 1(a) hereof or in the defense ofany claim, issue or matter therein, each Indemnitee shall be indemnified against all Expensesincurred by such Indemnitee in connection herewith.     ***Expenses; Indemnification Procedure******.***     Advancement of Expenses. The Company shall advance all Expenses incurred by theIndemnitees. The advances to be made hereunder shall be paid by the Company to the Indemnitees assoon as practicable but in any event no later than five (5) days after written demand by suchIndemnitees therefor to the Company.     Notice/Cooperation by the Indemnitees. Each Indemnitee shall give the Company noticein writing as soon as practicable of any Claim made against such Indemnitee for whichindemnification will or could be sought under this Agreement. Notice to the Company shall bedirected to the Company’s Chief Executive Officer at the Company’s address (or such other addressas the Company shall designate in writing to the Indemnitees).     No Presumptions; Burden of Proof. For purposes of this Agreement, the termination ofany Claim by judgment, order, settlement (whether with or without court approval) or conviction, orupon a plea of nolo contendere, or its equivalent, shall not create a presumption that theIndemnitees did not meet any particular standard of conduct or have any particular belief or that acourt has determined that indemnification is not permitted by applicable law. In addition, neitherthe failure of the Reviewing Party to have made a determination as to whether an Indemnitee has metany particular standard of conduct or had any particular belief, nor an actual determination by theReviewing Party that an Indemnitee has not met such standard of conduct or did not have suchbelief, prior to the commencement of legal proceedings by such Indemnitee to secure a judicialdetermination that such Indemnitee should be indemnified under applicable law, shall be a defenseto an Indemnitee’s claim or create a presumption that such Indemnitee has not met any particularstandard of conduct or did not have any particular belief. In connection with any determination bythe Reviewing Party or otherwise as to whether an Indemnitee is entitled to be indemnifiedhereunder, the burden of proof shall be on the Company to establish that an Indemnitee is not soentitled.     Notice to Insurers. If, at the time of the receipt by the Company of a notice ofa Claim pursuant to Section 2(b) hereof, the Company has liability insurance in effect that maycover such Claim, the Company shall give prompt notice of the commencement of such Claim to theinsurers in accordance with the procedures set forth in each of the policies. The Company shallthereafter take all necessary or desirable action to cause such insurers to pay, on behalf of theIndemnitees, all amounts payable as a result of such action, suit, proceeding, inquiry orinvestigation in accordance with the terms of such policies.     Selection of Counsel. In the event the Company shall be obligated hereunder to paythe Expenses of any Claim, the Company shall be entitled to assume the defense of such Claim, withcounsel approved by the applicable Indemnitee, upon the delivery to such Indemnitee of writtennotice of its election to do so. After delivery of such notice, approval of such counsel by theIndemnitee and the retention of such counsel by the Company, the Company will not be liable to suchIndemnitee under this Agreement for any fees of counsel subsequently incurred by such Indemniteewith respect to the same Claim; provided that, (i) the Indemnitee shall have the right toemploy such Indemnitee’s counsel in any such Claim at the Indemnitee’s expense and (ii) if
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(A) the employment of counsel by the Indemnitee has been previously authorized by the Company,(B) such Indemnitee shall have reasonably concluded that there is a conflict of interest betweenthe Company and such Indemnitee in the conduct of any such defense, or (C) the Company shall notcontinue to retain such counsel to defend such Claim, then the fees and expenses of theIndemnitee’s counsel shall be at the expense of the Company. The Company shall have the right toconduct such defense as it sees fit in its sole discretion, including, without limitation, theright to settle any claim against any Indemnitee without the consent of such Indemnitee.***Additional Indemnification Rights; Nonexclusivity******.***     Scope. The Company hereby agrees to indemnify the Indemnitees to the fullest extentpermitted by law, even if such indemnification is not specifically authorized by the otherprovisions of this Agreement, the Company’s Certificate of Incorporation, the Company’s Bylaws orby statute. In the event of any change after the date of this Agreement in any applicable law,statute or rule that expands the right of a Delaware corporation to indemnify a member of its Boardof Directors or an officer, employee, controlling person, agent or fiduciary, it is the intent ofthe parties hereto that the Indemnitees shall enjoy by this Agreement the greater benefits affordedby such change. In the event of any change after the date of this Agreement in any applicable law,statute or rule that narrows the right of a Delaware corporation to indemnify a member of its Boardof Directors or an officer, employee, agent or fiduciary, such change, to the extent not otherwiserequired by such law, statute or rule to be applied to this Agreement, shall have no effect on thisAgreement or the parties’ rights and obligations hereunder except as set forth in Section 8(a)hereof.     Nonexclusivity. The indemnification provided by this Agreement shall be in additionto any rights to which the Indemnitees may be entitled under the Company’s Certificate ofIncorporation, its Bylaws, any agreement, any vote of stockholders or disinterested directors, theDelaware General Corporation Law, or otherwise. The indemnification provided under this Agreementshall continue as to each Indemnitee for any action such Indemnitee took or did not take whileserving in an indemnified capacity even though the Indemnitee may have ceased to serve in suchcapacity.     No Duplication of Payments. The Company shall not be liable under this Agreement tomake any payment in connection with any Claim made against any Indemnitee to the extent suchIndemnitee has otherwise actually received payment (under any insurance policy, Certificate ofIncorporation, Bylaw or otherwise) of the amounts otherwise indemnifiable hereunder.     Partial Indemnification. If any Indemnitee is entitled under any provision of thisAgreement to indemnification by the Company for any portion of Expenses incurred in connection withany Claim, but not, however, for all of the total amount thereof, the Company shall neverthelessindemnify such Indemnitee for the portion of such Expenses to which such Indemnitee is entitled.     Mutual Acknowledgement. The Company and each Indemnitee acknowledge that in certaininstances, Federal law or applicable public policy may prohibit the Company from indemnifying itsdirectors, officers, employees, controlling persons, agents or fiduciaries under this Agreement orotherwise. Each Indemnitee understands and acknowledges that the Company has undertaken or may berequired in the future to undertake with the Securities and Exchange
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Commission to submit the question of indemnification to a court in certain circumstances for adetermination of the Company’s rights under public policy to indemnify the Indemnitees.     Liability Insurance. To the extent the Company maintains liability insuranceapplicable to directors, officers, employees, control persons, agents or fiduciaries, each of theIndemnitees shall be covered by such policies in such a manner as to provide the Indemnitees thesame rights and benefits as are accorded to the most favorably insured of the Company’s directors,if such Indemnitee is a director, or of the Company’s officers, if such Indemnitee is not adirector of the Company but is an officer; or of the Company’s key employees, controlling persons,agents or fiduciaries, if such Indemnitee is not an officer or director but is a key employee,agent, control person, or fiduciary.     Exceptions. Any other provision herein to the contrary notwithstanding, the Companyshall not be obligated pursuant to the terms of this Agreement:     Claims Initiated by an Indemnitee. To indemnify or advance expenses to any Indemniteewith respect to Claims initiated or brought voluntarily by such Indemnitee and not by way ofdefense, except (i) with respect to actions or proceedings to establish or enforce a right toindemnify under this Agreement or any other agreement or insurance policy or under the Company’sCertificate of Incorporation or Bylaws now or hereafter in effect relating to Claims forIndemnifiable Events, (ii) in specific cases if the Board of Directors has approved the initiationor bringing of such Claim, or (iii) as otherwise required under Section 145 of the Delaware GeneralCorporation Law, regardless of whether such Indemnitee ultimately is determined to be entitled tosuch indemnification, advance expense payment or insurance recovery, as the case may be; or     Claims Under Section 16(b). To indemnify any Indemnitee for expenses and the paymentof profits arising from the purchase and sale by such Indemnitee of securities in violation ofSection 16(b) of the Exchange Act or any similar successor statute; or     Claims Excluded Under Section 145 of the Delaware General Corporation Law. Toindemnify any Indemnitee if indemnification is expressly prohibited by law, subject to the right ofthe Indemnitee to challenge such determination pursuant to Section 1(b).     Claims Resulting from Willful Misconduct or Fraud. To indemnify or advance Expensesto any Indemnitee with respect to Claims resulting from such Indemnitee’s willful misconduct orfraud on the part of the Indemnitee.     Period of Limitations. No legal action shall be brought and no cause of action shallbe asserted by or in the right of the Company against any Indemnitee or any Indemnitee’s estate,spouse, heirs, executors or personal or legal representatives after the expiration of five (5)years from the date of accrual of such cause of action, and any claim or cause of action of theCompany shall be extinguished and deemed released unless asserted by the timely filing of a legalaction within such five (5)-year period; provided, however, that if any shorterperiod of limitations is otherwise applicable to any such cause of action, such shorter periodshall govern.***Construction of Certain Phrases******.***     For purposes of this Agreement, references to the *“Company”*shall include, in addition to theresulting corporation, any constituent corporation (including, without limitation, any constituentof a constituent) absorbed in a consolidation or merger that, if its separate existence
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had continued, would have had power and authority to indemnify its directors, officers,employees, agents or fiduciaries, so that if an Indemnitee is or was a director, officer, employee,agent, control person, or fiduciary of such constituent corporation, or is or was serving at therequest of such constituent corporation as a director, officer, employee, control person, agent orfiduciary of another corporation, partnership, joint venture, employee benefit plan, trust or otherenterprise, each Indemnitee shall stand in the same position under the provisions of this Agreementwith respect to the resulting or surviving corporation as each Indemnitee would have with respectto such constituent corporation if its separate existence had continued.     For purposes of this Agreement, references to *“other enterprises”*shall include, withoutlimitation, employee benefit plans; references to “*fines*” shall include, without limitation, anyexcise taxes assessed on any Indemnitee with respect to an employee benefit plan; and references to*“serving at the request of the Company”*shall include any service as a director, officer, employee,agent or fiduciary of the Company that imposes duties on, or involves services by, such director,officer, employee, agent or fiduciary with respect to an employee benefit plan, its participants orits beneficiaries; and if any Indemnitee acted in good faith and in a manner such Indemniteereasonably believed to be in the interest of the participants and beneficiaries of an employeebenefit plan, such Indemnitee shall be deemed to have acted in a manner *“not opposed to the bestinterests of the Company”*as referred to in this Agreement.     For purposes of this Agreement a *“Change in Control”*shall be deemed to have occurred if (i)any “person” (as such term is used in Sections 13(d)(3) and 14(d)(2) of the Exchange Act), otherthan a trustee or other fiduciary holding securities under an employee benefit plan of the Companyor a corporation owned directly or indirectly by the stockholders of the Company in substantiallythe same proportions as their ownership of stock of the Company, (A) who is or becomes thebeneficial owner, directly or indirectly, of securities of the Company representing ten percent(10%) or more of the combined voting power of the Company’s then outstanding Voting Securities (asdefined in Section 10(f) hereof), increases his beneficial ownership of such securities by fivepercent (5%) or more over the percentage so owned by such person, or (B) becomes the “beneficialowner” (as defined in Rule 13d-3 under said Exchange Act), directly or indirectly, of securities ofthe Company representing more than twenty percent (20%) of the total voting power represented bythe Company’s then outstanding Voting Securities, (ii) during any period of two (2) consecutiveyears, individuals who at the beginning of such period constitute the Board of Directors of theCompany and any new director whose election by the Board of Directors or nomination for election bythe Company’s stockholders was approved by a vote of at least two-thirds (2/3) of the directorsthen still in office who either were directors at the beginning of the period or whose election ornomination for election was previously so approved, cease for any reason to constitute a majoritythereof, or (iii) the stockholders of the Company approve a merger or consolidation of the Companywith any other corporation other than a merger or consolidation that would result in the VotingSecurities of the Company outstanding immediately prior thereto continuing to represent (either byremaining outstanding or by being converted into Voting Securities of the surviving entity) atleast eighty percent (80%) of the total voting power represented by the Voting Securities of theCompany or such surviving entity outstanding immediately after such merger or consolidation, or thestockholders of the Company approve a plan of complete liquidation of the Company or an agreementfor the sale or disposition by the Company of (in one transaction or a series of transactions) allor substantially all of the Company’s assets.
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     For purposes of this Agreement, *“Independent Legal Counsel”*shall mean an attorney or firm ofattorneys, selected in accordance with the provisions of Section 2(e) hereof, who shall not haveotherwise performed services for the Company or any Indemnitee within the last three (3) years(other than with respect to matters concerning the right of any Indemnitee under this Agreement, orof other indemnitees under similar indemnity agreements).     For purposes of this Agreement, a *“Reviewing Party”*shall mean any appropriate person or bodyconsisting of a member or members of the Company’s Board of Directors or any other person or bodyappointed by the Board of Directors who is not a party to the particular Claim for which theIndemnitees are seeking indemnification, or Independent Legal Counsel.     For purposes of this Agreement, *“Voting Securities”*shall mean any securities of the Companythat vote generally in the election of directors.***Miscellaneous Provisions.***     Amendment and Termination***.***Any term hereof may be amended (either generally or in aparticular instance and either retroactively or prospectively) only with the written consent of (a)the Company; and (b) each Indemnitee, if any, adversely affected by such amendment. Any amendmentso effected shall be binding upon the Company and all Indemnitees and all of their respectivesuccessors and assigns whether or not such person or entity entered into or approved such amendmentor waiver. The observance of any term hereof may be waived by a party with respect to its owninterests (either generally or in a particular instance and either retroactively or prospectively)only with the written consent of the party so waiving the observance of such term. In no eventshall such waiver of any rights hereunder constitute the waiver of such rights in any futureinstance unless the waiver so specifies in writing. Notwithstanding anything to the contrary inthis Agreement, the Company may add additional Indemnitees at any time to this Agreement withoutthe consent of any other Indemnitee.     Attorneys’ Fees. In the event that any action is instituted by an Indemnitee underthis Agreement or under any liability insurance policies maintained by the Company to enforce orinterpret any of the terms hereof or thereof, any Indemnitee shall be entitled to be paid allExpenses incurred by such Indemnitee with respect to such action, regardless of whether suchIndemnitee is ultimately successful in such action, and shall be entitled to the advancement ofExpenses with respect to such action, unless, as a part of such action, a court of competentjurisdiction over such action determines that each of the material assertions made by suchIndemnitee as a basis for such action was not made in good faith or was frivolous. In the event ofan action instituted by or in the name of the Company under this Agreement to enforce or interpretany of the terms of this Agreement, the Indemnitee shall be entitled to be paid all Expensesincurred by such Indemnitee in defense of such action (including, without limitation, costs andexpenses incurred with respect to such Indemnitee’s counterclaims and cross-claims made in suchaction), and shall be entitled to the advancement of Expenses with respect to such action, unless,as a part of such action, a court having jurisdiction over such action determines that each of suchIndemnitee’s material defenses to such action was made in bad faith or was frivolous.     Binding Effect. This Agreement shall be binding upon and inure to the benefit of andbe enforceable by the parties hereto and their respective successors, assigns, including, withoutlimitation, any direct or indirect successor by purchase, merger, consolidation or otherwise to all
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or substantially all of the business and/or assets of the Company, spouses, heirs, andpersonal and legal representatives.     Choice of Law. This Agreement shall be governed by and its provisions construed andenforced in accordance with the laws of the State of Delaware, as applied to contracts betweenDelaware residents, entered into and to be performed entirely within the State of Delaware, withoutregard to the conflict of laws principles thereof.     Consent to Jurisdiction. The Company and each Indemnitee each hereby irrevocablyconsents 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 theCourt of Chancery of the State of Delaware in and for New Castle County, which shall be theexclusive and only proper forum for adjudicating such a claim.     Corporate Authority. The Board of Directors of the Company and its stockholders haveapproved the terms of this Agreement.     Counterparts. This Agreement may be executed in one (1) or more counterparts, each ofwhich shall constitute an original.     Integration and Entire Agreement. Subject to Section 3(b), this Agreement sets forththe entire understanding between the parties hereto and supersedes and merges all previous writtenand oral negotiations, commitments, understandings and agreements relating to the subject matterhereof between the parties hereto.     No Construction as Employment Agreement. Nothing contained in this Agreement shall beconstrued as giving any Indemnitee any right to be retained in the employ of the Company or any ofits subsidiaries.     Notice. All notices and other communications required or permitted hereunder shall bein writing, shall be effective when given, and shall in any event be deemed to be given (i) two (2)days after deposit with the U.S. Postal Service or other applicable postal service, if delivered byfirst class mail, postage prepaid, (ii) upon delivery, if delivered by hand, (iii) one (1) businessday after the business day of deposit with Federal Express or similar overnight courier, freightprepaid, or (iv) one (1) day after the business day of delivery by facsimile transmission, ifdeliverable by facsimile transmission, with copy by first class mail, postage prepaid, and shall beaddressed if to the Indemnitees, at each Indemnitee’s address as set forth beneath the Indemnitees’signatures to this Agreement and if to the Company at the address of its principal corporateoffices (Attention: Secretary) or at such other address as such party may designate by ten (10)days’ advance written notice to the other party hereto.     Severability. The provisions of this Agreement shall be severable in the event thatany of the provisions hereof (including, without limitation, any provision within a single section,paragraph or sentence) are held by a court of competent jurisdiction to be invalid, void orotherwise unenforceable, and the remaining provisions shall remain enforceable to the fullestextent permitted by law. Furthermore, to the fullest extent possible, the provisions of thisAgreement (including, without limitation, each portion of this Agreement containing any provisionheld to be invalid, void or otherwise unenforceable, that is not itself invalid, void orunenforceable) shall be construed so as to give effect to the intent manifested by the provisionheld invalid, illegal or unenforceable.
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     Subrogation. In the event of payment under this Agreement, the Company shall besubrogated to the extent of such payment to all of the rights of recovery of an Indemnitee whoshall execute all documents required and shall do all acts that may be necessary to secure suchrights and to enable the Company effectively to bring suit to enforce such rights.     Successors and Assigns. The Company shall require and cause any successor (whetherdirect or indirect by purchase, merger, consolidation or otherwise) to all, substantially all, or asubstantial part, of the business and/or assets of the Company, by written agreement in form andsubstance satisfactory to each Indemnitee, expressly to assume and agree to perform this Agreementin the same manner and to the same extent that the Company would be required to perform if no suchsuccession had taken place. This Agreement shall continue in effect with respect to Claimsrelating to Indemnifiable Events regardless of whether any Indemnitee continues to serve as adirector, officer, employee, agent, controlling person, or fiduciary of the Company or of any otherenterprise, including, without limitation, subsidiaries of the Company, at the Company’s request.*[Signature Pages Follow]*
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     IN WITNESS WHEREOF, the parties hereto have executed this Agreement on and as of the day andyear first written above.Sirna Therapeutics, Inc.:         By: /s/ Howard W. Robin           Name: Howard W. Robin    Title: President & CEO           Address:    185 Berry Street, Suite 6504         San Francisco, CA 94107       INDEMNITEE:       /s/ Lutz Lingnau             Lutz Lingnau  
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