Exhibit 10.10


 


INDEMNIFICATION
AGREEMENT


 


THIS INDEMNIFICATION AGREEMENT
(the “Agreement”) is made and entered into as of [____________] between Sagimet Biosciences Inc., a Delaware corporation
(the “Company”), and [______________] (“Indemnitee”).


 


WITNESSETH THAT:


 


WHEREAS, highly competent
persons have become more reluctant to serve corporations as directors, officers 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, the Board
of Directors of the Company (the “Board”) has determined that, in order to attract and retain qualified individuals,
the Company will attempt to maintain on an ongoing basis, at its sole expense, liability insurance to protect persons serving the Company
and its subsidiaries from certain liabilities. Although the furnishing of such insurance has been a customary and widespread practice
among United States-based corporations and other business enterprises, the Company believes that, given current market conditions and
trends, such insurance may be available to it in the future only at higher premiums and with more exclusions. At the same time, directors,
officers, and other persons in service to corporations or business enterprises are being increasingly subjected to expensive and time-consuming
litigation relating to, among other things, matters that traditionally would have been brought only against the Company or business enterprise
itself. The Amended and Restated Bylaws (the “Bylaws”) and Amended and Restated Certificate of Incorporation (the “Certificate
of Incorporation”) of the Company require indemnification of the officers and directors of the Company. Indemnitee may also
be entitled to indemnification pursuant to the General Corporation Law of the State of Delaware (“DGCL”). The Bylaws
and Certificate of Incorporation and the DGCL expressly provide that the indemnification provisions set forth therein are not exclusive,
and thereby contemplate that contracts may be entered into between the Company and members of the Board, officers and other persons with
respect to indemnification;


 


WHEREAS, the uncertainties
relating to such insurance and to indemnification have increased the difficulty of attracting and retaining such persons;


 


WHEREAS, the Board
has determined that the increased difficulty in attracting and retaining such persons is detrimental to the best interests of the Company’s
stockholders and that the Company should act to assure such persons that there will be increased certainty of such protection in the future;


 


WHEREAS, it is reasonable,
prudent and necessary for the Company contractually to obligate itself to indemnify, and to advance expenses on behalf of, such persons
to the fullest extent permitted by applicable law so that they 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 Bylaws and Certificate of Incorporation of the Company and any resolutions adopted pursuant
thereto, and shall not be deemed a substitute therefor, nor to diminish or abrogate any rights of Indemnitee thereunder;


 






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WHEREAS, Indemnitee
does not regard the protection available under the Company’s Bylaws and Certificate of Incorporation and insurance as adequate in
the present circumstances, and may not be willing to serve as an officer or director without adequate protection, and the Company desires
Indemnitee to serve in such capacity. Indemnitee is willing to serve, continue to serve and to take on additional service for or on behalf
of the Company on the condition that he or she be so indemnified; and


 


[WHEREAS, Indemnitee
has certain rights to indemnification and/or insurance provided by [________________] (“Fund”), which Indemnitee and
Fund intend to be secondary to the primary obligation of the Company to indemnify Indemnitee as provided herein, with the Company’s
acknowledgement and agreement to the foregoing being a material condition to Indemnitee’s willingness to serve on the Board.]1


 


NOW, THEREFORE, in
consideration of Indemnitee’s agreement to serve as an officer or director from and after the date hereof, the parties hereto agree
as follows:


 


1.                 
Indemnity of Indemnitee. The Company hereby agrees to hold harmless and indemnify Indemnitee to the fullest extent permitted
by law, as such may be amended from time to time. In furtherance of the foregoing indemnification, and without limiting the generality
thereof:


 


(a)              
Proceedings Other Than Proceedings by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification
provided in this Section l(a) if, by reason of his or her Corporate Status (as hereinafter defined), the Indemnitee is, or is threatened
to be made, a party to or participant in any Proceeding (as hereinafter defined) other than a Proceeding by or in the right of the Company.
Pursuant to this Section 1(a), Indemnitee shall be indemnified against all Expenses (as hereinafter defined), judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by him, or on his or her behalf, in connection with such Proceeding
or any claim, issue or matter therein, if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be
in or not opposed to the best interests of the Company, and with respect to any criminal Proceeding, had no reasonable cause to believe
the Indemnitee’s conduct was unlawful.


 


(b)               Proceedings
by or in the Right of the Company. Indemnitee shall be entitled to the rights of indemnification provided in this Section
1(b) if, by reason of his or her Corporate Status, the Indemnitee is, or is threatened to be made, a party to or participant in
any Proceeding brought by or in the right of the Company. Pursuant to this Section 1(b), Indemnitee shall be indemnified
against all Expenses actually and reasonably incurred by the Indemnitee, or on the Indemnitee’s behalf, in connection with
such Proceeding if the Indemnitee acted in good faith and in a manner the Indemnitee reasonably believed to be in or not opposed to
the best interests of the Company; provided, however, if applicable law so provides, no indemnification against such Expenses
shall be made in respect of any claim, issue or matter in such Proceeding as to which Indemnitee shall have been adjudged to be
liable to the Company unless and to the extent that the Court of Chancery of the State of Delaware shall determine that such
indemnification may be made.


 





 






		1	For directors affiliated with institutional investment funds
only.



 






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(c)              
Indemnification for Expenses of a Party Who is Wholly or Partly Successful. Notwithstanding any other provision of this
Agreement, to the extent that Indemnitee is, by reason of his or her Corporate Status, a party to and is successful, on the merits or
otherwise, in any Proceeding, he or she shall be indemnified to the maximum extent permitted by law, as such may be amended from time
to time, against all Expenses actually and reasonably incurred by him or on his behalf 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 each successfully resolved claim, issue or matter. For purposes of this Section 1 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.


 


2.                 
Additional Indemnity. In addition to, and without regard to any limitations on, the indemnification provided for in Section
1 of this Agreement, the Company shall and hereby does indemnify and hold harmless Indemnitee against all Expenses, judgments, penalties,
fines and amounts paid in settlement actually and reasonably incurred by him or on his behalf if, by reason of his Corporate Status, he
or she is, or is threatened to be made, a party to or participant in any Proceeding (including a Proceeding by or in the right of the
Company), including, without limitation, all liability arising out of the negligence or active or passive wrongdoing of Indemnitee. The
only limitation that shall exist upon the Company’s obligations pursuant to this Agreement shall be that the Company shall not be
obligated to make any payment to Indemnitee that is finally determined (under the procedures, and subject to the presumptions, set forth
in Sections 6 and 7 hereof) to be unlawful.


 


3.                 
Contribution.


 


(a)              
Whether or not the indemnification provided in Sections 1 and 2 hereof is available, in respect of any threatened,
pending or completed action, suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such
action, suit or proceeding), the Company shall pay, in the first instance, the entire amount of any judgment or settlement of such action,
suit or proceeding without requiring Indemnitee to contribute to such payment and the Company hereby waives and relinquishes any right
of contribution it may have against Indemnitee. The Company shall not enter into any settlement of any action, suit or proceeding in which
the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding) unless such settlement provides
for a full and final release of all claims asserted against Indemnitee.


 






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(b)               Without
diminishing or impairing the obligations of the Company set forth in the preceding subparagraph, if, for any reason, Indemnitee
shall elect or be required to pay all or any portion of any judgment or settlement in any threatened, pending or completed action,
suit or proceeding in which the Company is jointly liable with Indemnitee (or would be if joined in such action, suit or
proceeding), the Company shall contribute to the amount of Expenses, judgments, fines and amounts paid in settlement actually and
reasonably incurred and paid or payable by Indemnitee in proportion to the relative benefits received by the Company and all
officers, directors or employees of the Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if
joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, from the transaction or events from
which such action, suit or proceeding arose; provided, however, that the proportion determined on the basis of relative
benefit may, to the extent necessary to conform to law, be further adjusted by reference to the relative fault of the Company and
all officers, directors or employees of the Company other than Indemnitee who are jointly liable with Indemnitee (or would be if
joined in such action, suit or proceeding), on the one hand, and Indemnitee, on the other hand, in connection with the transaction
or events that resulted in such expenses, judgments, fines or settlement amounts, as well as any other equitable considerations that
applicable law may require to be considered. The relative fault of the Company and all officers, directors or employees of the
Company, other than Indemnitee, who are jointly liable with Indemnitee (or would be if joined in such action, suit or proceeding),
on the one hand, and Indemnitee, on the other hand, shall be determined by reference to, among other things, the degree to which
their actions were motivated by intent to gain personal profit or advantage, the degree to which their liability is primary or
secondary and the degree to which their conduct is active or passive.


 


(c)              
The Company hereby agrees to fully indemnify and hold Indemnitee harmless from any claims of contribution that may be brought by
officers, directors, or employees of the Company, other than Indemnitee, who may be jointly liable with Indemnitee.


 


(d)              
To the fullest extent permissible under applicable law, if the indemnification provided for in this Agreement is unavailable to
Indemnitee for any reason whatsoever, the Company, in lieu of indemnifying Indemnitee, shall contribute to the amount incurred by Indemnitee,
whether for judgments, fines, penalties, excise taxes, amounts paid or to be paid in settlement and/or for Expenses, in connection with
any claim relating to an indemnifiable event under this Agreement, in such proportion as is deemed fair and reasonable in light of all
of the circumstances of such Proceeding in order to reflect (i) the relative benefits received by the Company and Indemnitee as a result
of the event(s) and/or transaction(s) giving cause to such Proceeding and/or (ii) the relative fault of the Company (and its directors,
officers, employees and agents) and Indemnitee in connection with such event(s) and/or transaction(s).


 


4.                 
Indemnification for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that Indemnitee
is, by reason of his Corporate Status, a witness, or is made (or asked) to respond to discovery requests, in any Proceeding to which Indemnitee
is not a party, he or she shall be indemnified against all Expenses actually and reasonably incurred by him or on his behalf in connection
therewith.


 


5.                  Advancement
of Expenses. Notwithstanding any other provision of this Agreement, the Company shall advance all Expenses incurred by or on
behalf of Indemnitee in connection with any Proceeding by reason of Indemnitee’s Corporate Status within thirty (30) days
after the receipt by the Company of a statement or statements from Indemnitee requesting such advance or advances from time to time,
whether prior to or after final disposition of such Proceeding. Such statement or statements shall reasonably evidence the Expenses
incurred by Indemnitee and shall include or be preceded or accompanied by a written undertaking by or on behalf of Indemnitee to
repay any Expenses advanced if it shall ultimately be determined that Indemnitee is not entitled to be indemnified against such
Expenses. Any advances and undertakings to repay pursuant to this Section 5 shall be unsecured and interest free.


 






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6.                 
Procedures and Presumptions for Determination of Entitlement to Indemnification. It is the intent of this Agreement to secure
for Indemnitee rights of indemnity that are as favorable as may be permitted under the DGCL and public policy of the State of Delaware.
Accordingly, the parties agree that the following procedures and presumptions shall apply in the event of any question as to whether Indemnitee
is entitled to indemnification under this Agreement:


 


(a)              
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. 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. Notwithstanding the foregoing, any failure
of Indemnitee to provide such a request to the Company, or to provide such a request in a timely fashion, shall not relieve the Company
of any liability that it may have to Indemnitee unless, and to the extent that, such failure actually and materially prejudices the interests
of the Company.


 


(b)              
Upon written request by Indemnitee for indemnification pursuant to the first sentence of Section 6(a) hereof, a determination
with respect to Indemnitee’s entitlement thereto shall be made in the specific case by one of the following four methods, which
shall be at the election of the Board (1) by a majority vote of the disinterested directors, even though less than a quorum, (2) by a
committee of disinterested directors designated by a majority vote of the disinterested directors, even though less than a quorum, (3)
if there are no disinterested directors or if the disinterested directors so direct, by independent legal counsel in a written opinion
to the Board, a copy of which shall be delivered to the Indemnitee, or (4) if so directed by the Board, by the stockholders of the Company.
For purposes hereof, disinterested directors are those members of the Board who are not parties to the action, suit or proceeding in respect
of which indemnification is sought by Indemnitee.


 


(c)               If
the determination of entitlement to indemnification is to be made by Independent Counsel pursuant to Section 6(b) hereof, the
Independent Counsel shall be selected as provided in this Section 6(c). The Independent Counsel shall be selected by the
Board. Indemnitee may, within ten (10) days after such written notice of selection shall have been given, deliver to the Company a
written objection to such selection; provided, however, that such objection may be asserted only on the ground that the
Independent Counsel so selected does not meet the requirements of “Independent Counsel” as defined in Section
13 of this Agreement, and the objection shall set forth with particularity the factual basis of such assertion. Absent a proper
and timely objection, the person so selected shall act as Independent Counsel. If a written objection is made and substantiated, the
Independent Counsel selected may not serve as Independent Counsel unless and until such objection is withdrawn or a court has
determined that such objection is without merit. If, within twenty (20) days after submission by Indemnitee of a written request for
indemnification pursuant to Section 6(a) hereof, no Independent Counsel shall have been selected and not objected to, either
the Company or Indemnitee may petition the Court of Chancery of the State of Delaware or other court of competent jurisdiction for
resolution of any objection that shall have been made by the Indemnitee to the Company’s selection of Independent Counsel
and/or for the appointment as Independent Counsel of a person selected by the court or by such other person as the court shall
designate, and the person with respect to whom all objections are so resolved or the person so appointed shall act as Independent
Counsel under Section 6(b) hereof. The Company shall pay any and all reasonable fees and expenses of Independent Counsel
incurred by such Independent Counsel in connection with acting pursuant to Section 6(b) hereof, and the Company shall pay all
reasonable fees and expenses incident to the procedures of this Section 6(c), regardless of the manner in which such
Independent Counsel was selected or appointed.


 






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(d)              
In making a determination with respect to entitlement to indemnification hereunder, the person or persons or entity making such
determination shall presume that Indemnitee is entitled to indemnification under this Agreement. Anyone seeking to overcome this presumption
shall have the burden of proof and the burden of persuasion by clear and convincing evidence. Neither the failure of the Company (including
by its directors or independent legal counsel) to have made a determination prior to the commencement of any action pursuant to this Agreement
that indemnification is proper in the circumstances because Indemnitee has met the applicable standard of conduct, nor an actual determination
by the Company (including by its directors or independent legal counsel) that Indemnitee has not met such applicable standard of conduct,
shall be a defense to the action or create a presumption that Indemnitee has not met the applicable standard of conduct.


 


(e)              
Indemnitee shall be deemed to have acted in good faith if Indemnitee’s action is based on the records or books of account
of the Enterprise (as hereinafter defined), including financial statements, or on information supplied to Indemnitee by the officers of
the Enterprise in the course of their duties, or on the advice of legal counsel for the Enterprise or on information or records given
or reports made to the Enterprise by an independent certified public accountant or by an appraiser or other expert selected with reasonable
care by the Enterprise. In addition, 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. Whether or
not the foregoing provisions of this Section 6(e) are satisfied, it shall in any event be presumed that Indemnitee has at all times
acted in good faith and in a manner he or she reasonably believed to be in or not opposed to the best interests of the Company. Anyone
seeking to overcome this presumption shall have the burden of proof and the burden of persuasion by clear and convincing evidence.


 


(f)                If
the person, persons or entity empowered or selected under Section 6 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 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 indemnification under applicable law; provided, however, that such sixty (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 such determination with
respect to entitlement to indemnification in good faith requires such additional time to obtain or evaluate documentation and/or
information relating thereto; and provided further, that the foregoing provisions of this Section 6(f) shall not apply
if the determination of entitlement to indemnification is to be made by the stockholders pursuant to Section 6(b) of this
Agreement and if (A) within fifteen (15) days after receipt by the Company of the request for such determination, the Board or the
Disinterested Directors, if appropriate, resolve to submit such determination to the stockholders for their consideration at an
annual meeting thereof to be held within seventy five (75) days after such receipt and such determination is made thereat, or (B) a
special meeting of stockholders is called within fifteen (15) days after such receipt for the purpose of making such determination,
such meeting is held for such purpose within sixty (60) days after having been so called and such determination is made thereat.


 






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(g)              
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
that is not privileged or otherwise protected from disclosure and that is reasonably available to Indemnitee and reasonably necessary
to such determination. Any Independent Counsel, member of the Board or stockholder of the Company shall act reasonably and in good faith
in making a determination regarding the Indemnitee’s entitlement to indemnification under this Agreement. 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)
and the Company hereby indemnifies and agrees to hold Indemnitee harmless therefrom.


 


(h)              
The Company acknowledges that a settlement or other disposition short of final judgment may be successful if it permits a party
to avoid expense, delay, distraction, disruption and uncertainty. In the event that any action, claim or proceeding to which Indemnitee
is a party is resolved in any manner other than by adverse judgment against Indemnitee (including, without limitation, settlement of such
action, claim or proceeding with or without payment of money or other consideration) it shall be presumed that Indemnitee has been successful
on the merits or otherwise in such action, suit or proceeding. Anyone seeking to overcome this presumption shall have the burden of proof
and the burden of persuasion by clear and convincing evidence.


 


(i)                
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 that
he or she 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.


 






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7.                 
Remedies of Indemnitee.


 


(a)               In
the event that (i) a determination is made pursuant to Section 6 of this Agreement that Indemnitee is not entitled to
indemnification under this Agreement, (ii) advancement of Expenses is not timely made pursuant to Section 5 of this
Agreement, (iii) no determination of entitlement to indemnification is made pursuant to Section 6(b) 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 this Agreement within ten (10) days after receipt by the Company of a written request therefor, or (v) payment of
indemnification is not made within ten (10) days after a determination has been made that Indemnitee is entitled to indemnification
or such determination is deemed to have been made pursuant to Section 6 of this Agreement, Indemnitee shall be entitled to an
adjudication in an appropriate court of the State of Delaware, or in any other court of competent jurisdiction, of
Indemnitee’s entitlement to such indemnification. Indemnitee shall commence such proceeding seeking an adjudication within one
hundred eighty (180) days following the date on which Indemnitee first has the right to commence such proceeding pursuant to this Section
7(a). The Company shall not oppose Indemnitee’s right to seek any such adjudication.


 


(b)              
In the event that a determination shall have been made pursuant to Section 6(b) of this Agreement that Indemnitee is not
entitled to indemnification, any judicial proceeding commenced pursuant to this Section 7 shall be conducted in all respects as
a de novo trial on the merits, and Indemnitee shall not be prejudiced by reason of the adverse determination under Section 6(b).


 


(c)              
If a determination shall have been made pursuant to Section 6(b) 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 7, absent (i) a
misstatement by Indemnitee of a material fact, or an omission of a material fact necessary to make Indemnitee’s misstatement not
materially misleading in connection with the application for indemnification, or (ii) a prohibition of such indemnification under applicable
law.


 


(d)              
In the event that Indemnitee, pursuant to this Section 7, seeks a judicial adjudication of his rights under, or to recover
damages for breach of, this Agreement, or to recover under any directors’ and officers’ liability insurance policies maintained
by the Company, the Company shall pay on his behalf, in advance, any and all expenses (of the types described in the definition of Expenses
in Section 13 of this Agreement) actually and reasonably incurred by him in such judicial adjudication, regardless of whether Indemnitee
ultimately is determined to be entitled to such indemnification, advancement of expenses or insurance recovery.


 


(e)              
The Company shall be precluded from asserting in any judicial proceeding commenced pursuant to this Section 7 that the procedures
and presumptions of this Agreement are not valid, binding and enforceable and shall stipulate in any such court that the Company is bound
by all the provisions of this Agreement. The Company shall indemnify Indemnitee against any and all Expenses and, if requested by Indemnitee,
shall (within ten (10) days after receipt by the Company of a written request therefore) advance, to the extent not prohibited by law,
such expenses to Indemnitee, which are incurred by Indemnitee in connection with any action brought by Indemnitee for indemnification
or advance of Expenses from the Company under this Agreement or under any directors’ and officers’ liability insurance policies
maintained by the Company, regardless of whether Indemnitee ultimately is determined to be entitled to such indemnification, advancement
of Expenses or insurance recovery, as the case may be.


 


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


 






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8.                 
 Non-Exclusivity; Survival of Rights; Insurance; Primacy of Indemnification; Subrogation.


 


(a)              
The rights of indemnification 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,
a resolution of directors of the Company, or otherwise. No amendment, alteration or repeal of this Agreement or of any provision hereof
shall limit or restrict any right of Indemnitee under this Agreement in respect of any action taken or omitted by such Indemnitee in his
Corporate Status prior to such amendment, alteration or repeal. To the extent that a change in the DGCL, whether by statute or judicial
decision, permits greater indemnification than would be afforded currently under the Certificate of Incorporation, By-laws 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.
No right or remedy herein conferred is intended to be exclusive of any other right or remedy, and every other right and remedy shall be
cumulative and in addition to every other right and remedy given hereunder or now or hereafter existing at law or in equity or otherwise.
The assertion or employment of any right or remedy hereunder, or otherwise, shall not prevent the concurrent assertion or employment of
any other right or remedy.


 


(b)              
To the extent that the Company maintains an insurance policy or policies providing liability insurance for directors, officers,
employees, or agents or fiduciaries of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan
or other enterprise that such person serves at the request of the Company, 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 director, officer, employee, agent or fiduciary 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 directors’
and officers’ liability insurance in effect, the Company shall give prompt notice of the commencement of such proceeding to the
insurers in accordance with the procedures set forth in the respective policies. The Company shall thereafter take all necessary or desirable
action to cause such insurers to pay, on behalf of the Indemnitee, all amounts payable as a result of such proceeding in accordance with
the terms of such policies.


 


(c)               [The
Company hereby acknowledges that Indemnitee has certain rights to indemnification, advancement of expenses and/or insurance provided
by Fund and certain of its affiliates (collectively, the “Fund Indemnitors”). The Company hereby agrees (i) that
it is the indemnitor of first resort (i.e., its obligations to Indemnitee are primary and any obligation of the Fund Indemnitors to
advance expenses or to provide indemnification for the same expenses or liabilities incurred by Indemnitee are secondary), (ii) that
it shall be required to advance the full amount of expenses incurred by Indemnitee and shall be liable for the full amount of all
Expenses, judgments, penalties, fines and amounts paid in settlement to the extent legally permitted and as required by the terms of
this Agreement and the Certificate of Incorporation or Bylaws of the Company (or any other agreement between the Company and
Indemnitee), without regard to any rights Indemnitee may have against the Fund Indemnitors, and (iii) that it irrevocably waives,
relinquishes and releases the Fund Indemnitors from any and all claims against the Fund Indemnitors for contribution, subrogation or
any other recovery of any kind in respect thereof. The Company further agrees that no advancement or payment by the Fund Indemnitors
on behalf of Indemnitee with respect to any claim for which Indemnitee has sought indemnification from the Company shall affect the
foregoing and the Fund Indemnitors shall have a right of contribution and/or be subrogated to the extent of such advancement or
payment to all of the rights of recovery of Indemnitee against the Company. The Company and Indemnitee agree that the Fund
Indemnitors are express third party beneficiaries of the terms of this Section 8(c).]2


 





 






		2	For directors affiliated with institutional investment funds
only.



 






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(d)              
Except as provided in paragraph (c) above, 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 [(other than against the Fund Indemnitors)]3,
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.


 


(e)              
Except as provided in paragraph (c) above, the Company shall not be liable under this Agreement to make any payment of amounts
otherwise indemnifiable hereunder if and to the extent that Indemnitee has otherwise actually received such payment under any insurance
policy, contract, agreement or otherwise.


 


(f)               
Except as provided in paragraph (c) above, 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, 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, partnership, joint venture, trust, employee benefit plan or other enterprise.


 


9.                 
Exception to Right of Indemnification. 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[, provided, that the
foregoing shall not affect the rights of Indemnitee or the Fund Indemnitors set forth in Section 8(c) above]4;
or


 


(b)              
for 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, as amended, or similar provisions of state statutory law or
common law; 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, or (ii) the Company provides the
indemnification, in its sole discretion, pursuant to the powers vested in the Company under applicable law.


 





 



		3	For directors affiliated with institutional investment funds
only.



 


		4	For directors affiliated with institutional investment funds
only.



 






    10 


     


    

 


10.             
Duration of Agreement. All agreements and obligations of the Company contained herein shall continue during the period Indemnitee
is an officer or director of the Company (or is or was serving at the request of the Company as a director, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise) and shall continue thereafter so long as Indemnitee shall
be subject to any Proceeding (or any proceeding commenced under Section 7 hereof) by reason of his Corporate Status, whether or
not he or she is acting or serving in any such capacity at the time any liability or expense is incurred for which indemnification can
be provided under this Agreement. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto
and their respective successors (including any direct or indirect successor by purchase, merger, consolidation or otherwise to all or
substantially all of the business or assets of the Company), assigns, spouses, heirs, executors and personal and legal representatives.


 


11.             
Security. To the extent requested by Indemnitee and approved by the Board, the Company may at any time and from time to
time provide security to Indemnitee for the Company’s obligations hereunder through an irrevocable bank line of credit, funded trust
or other collateral. Any such security, once provided to Indemnitee, may not be revoked or released without the prior written consent
of the Indemnitee.


 


12.             
Enforcement.


 


(a)              
The Company expressly confirms and agrees that it has entered into this Agreement and assumes the obligations imposed on it hereby
in order to induce Indemnitee to serve as an officer or director of the Company, and the Company acknowledges that Indemnitee is relying
upon this Agreement in serving as an officer or director of the Company.


 


(b)              
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.


 


(c)              
The Company shall not seek from a court, or agree to, a “bar order” that would have the effect of prohibiting
or limiting the Indemnitee’s rights to receive advancement of expenses under this Agreement.


 


13.             
Definitions. For purposes of this Agreement:


 


(a)              
“Corporate Status” describes the status of a person who is or was a director, officer, employee, agent or fiduciary
of the Company or of any other corporation, partnership, joint venture, trust, employee benefit plan or other enterprise that such person
is or was serving at the express written request of the Company.


 


(b)              
“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.


 






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(c)              
 “Enterprise” shall mean the Company and any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise that Indemnitee is or was serving at the express written request of the Company as a director, officer,
employee, agent or fiduciary.


 


(d)              
“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 and all other disbursements or expenses of the types customarily incurred in connection with prosecuting, defending, preparing to
prosecute or defend, investigating, participating, or being or preparing to be a witness in a Proceeding, or responding to, or objecting
to, a request to provide discovery in any Proceeding. Expenses also shall include Expenses incurred in connection with any appeal resulting
from any Proceeding and any federal, state, local or foreign taxes imposed on the Indemnitee as a result of the actual or deemed receipt
of any payments under this Agreement, including without limitation the premium, security for, and other costs relating to any cost bond,
supersede as bond, or other appeal bond or its equivalent. Expenses, however, shall not include amounts paid in settlement by Indemnitee
or the amount of judgments or fines against Indemnitee.


 


(e)              
“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 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 of the Independent Counsel referred to above
and to fully indemnify such counsel against any and all Expenses, claims, liabilities and damages arising out of or relating to this Agreement
or its engagement pursuant hereto.


 


(f)               
“Proceeding” includes 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 by
or in the right of the Company or otherwise and whether civil, criminal, administrative or investigative, in which Indemnitee was, is
or will be involved as a party or otherwise, by reason of his or her Corporate Status, by reason of any action taken by him or of any
inaction on his part while acting in his or her Corporate Status; in each case whether or not he or she is acting or serving in any such
capacity at the time any liability or expense is incurred for which indemnification can be provided under this Agreement; including one
pending on or before the date of this Agreement, but excluding one initiated by an Indemnitee pursuant to Section 7 of this Agreement
to enforce his rights under this Agreement.


 


14.              Severability.
The invalidity or unenforceability of any provision hereof shall in no way affect the validity or enforceability of any other
provision. Without limiting the generality of the foregoing, this Agreement is intended to confer upon Indemnitee indemnification
rights to the fullest extent permitted by applicable laws. In the event any provision hereof conflicts with any applicable law, such
provision shall be deemed modified, consistent with the aforementioned intent, to the extent necessary to resolve such conflict.


 






    12 


     


    

 


15.             
Modification and Waiver. No supplement, modification, termination or amendment of this Agreement shall be binding unless
executed in writing by both of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute
a waiver of any other provisions hereof (whether or not similar) nor shall such waiver constitute a continuing waiver.


 


16.             
Notice by Indemnitee. Indemnitee agrees promptly to notify the Company in writing upon being served with or otherwise receiving
any summons, citation, subpoena, complaint, indictment, information or other document relating to any Proceeding or matter that may be
subject to indemnification covered hereunder. The failure to so notify the Company shall not relieve the Company of any obligation that
it may have to Indemnitee under this Agreement or otherwise unless and only to the extent that such failure or delay materially prejudices
the Company.


 


17.             
Notices. All notices and other communications given or made pursuant to this Agreement shall be in writing and shall be
deemed effectively given (a) upon personal delivery to the party to be notified, (b) when sent by confirmed electronic mail or facsimile
if sent during normal business hours of the recipient, and if not so confirmed, then on the next business day, (c) five (5) days after
having been sent by registered or certified mail, return receipt requested, postage prepaid, or (d) one (1) day after deposit with a nationally
recognized overnight courier, specifying next day delivery, with written verification of receipt. All communications shall be sent:


 


		(a)	To Indemnitee at the address set forth below Indemnitee signature
hereto.



 


		(b)	To the Company at:



 


Sagimet Biosciences
Inc.


155 Bovet Rd., Unit
303


San Mateo, CA 94402


Attention: Chief Executive
Officer


 


or to such other address as
may have been furnished to Indemnitee by the Company or to the Company by Indemnitee, as the case may be.


 


18.             
Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original,
but all of which together shall constitute one and the same the same instrument. Counterparts may be delivered via facsimile, electronic
mail (including pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission
method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.


 


19.             
Headings. The headings of the paragraphs of this Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.


 





20.             
 Governing 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 shall be brought only in the Chancery Court of the State of Delaware (the “Delaware Court”), and not in any
other state or federal court in the United States of America or any court in any other country, (ii) consent to submit to the exclusive
jurisdiction of the Delaware Court for purposes of any action or proceeding arising out of or in connection with this Agreement, (iii)
waive any objection to the laying of venue of any such action or proceeding in the Delaware Court, and (iv) 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.


 


Signature Page To Follow


 






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IN WITNESS WHEREOF, the parties
hereto have executed this Indemnification Agreement on and as of the day and year first above written.


 


	 	COMPANY
	 	 
	 	SAGIMET BIOSCIENCES INC.
	 	  
	 	By:	                   
	 	Name:
	 	Title:




 


	 	INDEMNITEE
	 	 
	 	 
	 	Name:
	 	 
	 	Address:
	 	Electronic Mail:




 


SIGNATURE PAGE 

INDEMNIFICATION AGREEMENT