Exhibit 10.9


 





Director and Officer Indemnification
Agreement


 


THIS INDEMNIFICATION
AGREEMENT (the “Agreement”) is made as of this 6th day of May, 2013, between Cynapsus Therapeutics
Inc. (the “Corporation”), a corporation amalgamated under the Canada Business Corporations Act and
_________________________________  (the “Indemnified Party”).


 


RECITALS:


 


A.The Board of Directors
of the Corporation (the “Board”) has determined that the Corporation should act to assure the Indemnified Party
of reasonable protection through indemnification against certain risks arising out of service to, and activities on behalf of,
the Corporation to the extent permitted by law and the Corporation’s by-laws.


 


NOW THEREFORE the parties agree
as follows:


 


1.Indemnification.
The Corporation will indemnify and save harmless the Indemnified Party and the heirs and legal representatives of the Indemnified
Party to the fullest extent permitted by applicable law:


 


1.1from
and against all Expenses (as defined below) reasonably sustained or incurred by the Indemnified Party in respect of any civil,
criminal, administrative, investigative or other Proceeding (as defined below), whether or not brought by the Corporation, to which
the Indemnified Party is made a party by reason of being or having been a director or officer of the Corporation except for any
Expense attributable to the Indemnified Party’s not having acted honestly and in good faith with a view to the best interests
of the Corporation and, in the case of a criminal or administrative action or proceeding that is enforced by a monetary penalty,
the Indemnified Party’s not having had reasonable grounds for believing that his or her conduct was lawful; and


 


1.2from
and against all Expenses reasonably sustained or incurred by the Indemnified Party as a result of serving as a director or officer
of the Corporation in respect of any act, matter, deed or thing whatsoever made, done, committed, permitted or acquiesced in by
the Indemnified Party as a director or officer of the Corporation, whether before or after the effective date of this Agreement
and whether or not related to a Proceeding brought by the Corporation.


 


Subject to applicable
law, this indemnity will apply without reduction regardless of whether the Indemnified Party committed any fault or omitted to
do anything that the Indemnified Party ought to have done. This indemnity will not apply to (a) claims initiated by the Indemnified
Party against the Corporation or any subsidiary except for claims relating to the enforcement of this Agreement, and (b) claims
by the Corporation for the forfeiture and recovery by the Corporation of compensation, including bonuses, received by the Indemnified
Party from the Corporation due to the Indemnified Party's violation of applicable securities or other laws. To the extent
prior court or other approval is required in connection with any indemnification obligation of the Corporation hereunder, the Corporation
will seek and use all reasonable efforts to obtain that approval as soon as reasonably possible in the circumstances.


 


“Expenses”
means all costs, charges, damages, awards, settlements, liabilities, fines, penalties, statutory obligations, professional fees
and other expenses of whatever nature or kind, provided that any costs, expenses and professional fees included as Expenses hereunder
shall be reasonable.


 


“Proceeding”
will include a claim, demand, suit, proceeding, complaint, inquiry, hearing, discovery or investigation, of whatever nature or
kind, whether anticipated, threatened, pending, commenced, continuing or completed, and any appeal or appeals therefrom.


 


The indemnities in this
Agreement also apply to an Indemnified Party in respect of his or her service at the Corporation’s request as (a) an officer
or director of another corporation or (b) a similar role with another entity, including a partnership, trust, joint venture or
other unincorporated entity.


 






     


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The foregoing indemnities
will not apply to any Proceeding initiated by the Indemnified Party against (a) the Corporation unless it is brought to establish
or enforce any right under this Agreement; or (b) any other person or entity unless the Corporation or other party described in
the previous paragraph has joined with the Indemnified Party in or consented to the initiation of that Proceeding.


 


2.Presumptions/Knowledge


 


2.1For
purposes of any determination hereunder the Indemnified Party will be deemed, subject to compelling evidence to the contrary, to
have acted in good faith and/or in the best interests of the Corporation. The Corporation will have the burden of establishing
the absence of good faith. 


 


2.2The
knowledge and/or actions, or failure to act, of any other director, officer, agent or employee of the Corporation or any other
entity will not be imputed to the Indemnified Party for purposes of determining the right to indemnification under this Agreement.


 


2.3The
Corporation will have the burden of establishing that any Expense it wishes to challenge is not reasonable.


 


3.Notice
by Indemnified Party. As soon as is practicable, upon the Indemnified Party becoming aware of any Proceeding which may
give rise to indemnification under this Agreement other than a Proceeding commenced by the Corporation, the Indemnified Party will
give written notice to the Corporation. Failure to give notice in a timely fashion will not disentitle the Indemnified Party to
indemnification.


 


4.Investigation
by Corporation. The Corporation may conduct any investigation it considers appropriate of any Proceeding of which it receives
notice under Section 3, and will pay all costs of that investigation. Upon receipt of reasonable notice from the Corporation,
the Indemnified Party will, acting reasonably, co-operate fully with the investigation provided that the Indemnified Party will
not be required to provide assistance that would materially prejudice: (a) his or her defence; (b) his or her ability
to fulfill his or her business obligations; or (c) conduct his or her business and/or personal affairs. The Indemnified Party
will, for the period of time that he/she cooperates with the Corporation with respect to an investigation, be compensated by the
Corporation at the rate of $1,500 per day (or partial day) plus reasonable out-of-pocket Expenses actually incurred provided that
the Indemnified Party will not be entitled to the per diem if he/she is employed as an officer of the Corporation when co-operation
is sought.


 


5.Payment
for Expenses of a Witness. Notwithstanding any other provision of this Agreement, to the extent that the Indemnified Party
is, by reason of the fact that the Indemnified Party is or was a director or officer of the Corporation or of another entity at
the Corporation's request, a witness or participant other than as a named party in a Proceeding, the Corporation will pay to the
Indemnified Party all out-of-pocket Expenses actually and reasonably incurred by the Indemnified Party or on the Indemnified Party’s
behalf in connection therewith. The Indemnified Party will also be compensated by the Corporation at the rate of $1,500 per day
(or partial day) provided that the Indemnified Party will not be entitled to the per diem if he/she is employed as an officer of
the Corporation when co-operation is sought.


 


6.Expense
Advances. The Corporation will, upon request by the Indemnified Party, make advances ("Expense Advances")
to the Indemnified Party of all amounts for which the Indemnified Party seeks indemnification under this Agreement before the final
disposition of the relevant Proceeding. Expense Advances include anticipated Expenses. In connection with such requests, the Indemnified
Party will provide the Corporation with a written affirmation of the Indemnified Party's good faith belief that the Indemnified
Party is legally entitled to indemnification, along with sufficient particulars of the Expenses to be covered by the proposed Expense
Advance to enable the Corporation to make an assessment of its reasonableness. The Indemnified Party's entitlement to such Expense
Advance will include those Expenses incurred in connection with any Proceeding by the Indemnified Party against the Corporation
seeking an adjudication or award pursuant to this Agreement. The Corporation will make payment to the Indemnified Party within
10 days after the Corporation has received the foregoing information from the Indemnified Party. All Expenses for which indemnification
is sought must be reasonable and Expense Advances must relate to Expenses anticipated within a reasonable time of the request.


 






     


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The Indemnified Party will repay to the
Corporation all Expense Advances not actually required, and all Expense Advances if and to the extent that it is finally determined
by a court of competent jurisdiction that the Indemnified Party is not entitled to indemnification under this Agreement. If requested
by the Corporation, the Indemnified Party will provide a written undertaking to the Corporation confirming the Indemnified Party's
obligations under the preceding sentence as a condition to receiving an Expense Advance.


 


7.Indemnification
Payments. The Corporation will pay to the Indemnified Party any amounts to which the Indemnified Party is entitled hereunder
promptly upon the Indemnified Party providing the Corporation with reasonable details of the claim. The Corporation will, forthwith
after any request for payment to or for an Indemnified Party, seek any court approval that may be required to permit payment. The
Corporation will not be required to pay any amounts under this section to an Indemnified Party if a court of competent jurisdiction
has finally determined that that Indemnified Party is not entitled to indemnification.


 


8.Right
to Independent Legal Counsel. If the Indemnified Party is named as a party or a witness to any Proceeding, or the Indemnified
Party is questioned or any of his or her actions, omissions or activities are in any way investigated, reviewed or examined in
connection with or in anticipation of any actual or potential, to any Proceeding, the Indemnified Party will be entitled to retain
independent legal counsel at the Corporation’s expense to act on the Indemnified Party’s behalf to provide an initial
assessment to the Indemnified Party of the appropriate course of action for the Indemnified Party. The Indemnified Party will be
entitled to continued representation by independent counsel at the Corporation’s expense beyond the initial assessment unless
the parties agree that there is no conflict of interest between the Corporation and the Indemnified Party that necessitates independent
representation. 


 


9.Settlement.
The parties will act reasonably in pursuing the settlement of any Proceeding. The Corporation may not negotiate or effect a settlement
of claims against the Indemnified Party without the consent of the Indemnified Party, acting reasonably. The Indemnified Party
may negotiate and effect a settlement without the consent of the Corporation but the Corporation will not be liable for any settlement
negotiated without its prior written consent, which consent will not be unreasonably withheld.


 


10.Directors’
& Officers’ Insurance. The Corporation will ensure that its liabilities under this Agreement, and the potential
liabilities of Indemnified Parties that are subject to indemnification by the Corporation pursuant to this Agreement, are at all
times supported by a directors’ and officers’ liability insurance policy that has been approved by the Board. In the
event the Corporation is sold or enters into any business combination as a result of which the directors' and officers' liability
insurance policy is terminated and not replaced with a substantially similar policy equally applicable to the Indemnified Party,
the Corporation will cause run off "tail" insurance to be purchased for the benefit of the Indemnified Party with substantially
the same coverage for the balance of the 6-year term set out in Section 16 without any gap in coverage. The Corporation will provide
to the Indemnified Party a copy of each policy of insurance providing the coverages contemplated by this Section promptly
after coverage is obtained, and will promptly notify the Indemnified Party if the insurer cancels, makes material changes to coverage
or refuses to renew coverage (or any part of the coverage).


 






     


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11.Arbitration.
All disputes, disagreements, controversies or claims arising out of or relating to this Agreement, including, without limitation,
with respect to its formation, execution, validity, application, interpretation, performance, breach, termination or enforcement
will be determined by arbitration before a single arbitrator under the Arbitration Act, 1991 (Ontario). The arbitrator will
determine, based on the outcome of the arbitration, the breakdown between the Corporation and the Indemnified Party of the costs
for conducting the arbitration.


 


12.Tax
Adjustment. Should any payment made pursuant to this Agreement, including the payment of insurance premiums or any payment
made by an insurer under an insurance policy, be deemed to constitute a taxable benefit or otherwise be or become subject to any
tax or levy, then the Corporation will pay any amount necessary to ensure that the amount received by or on behalf of the Indemnified
Party, after the payment of or withholding for tax, fully reimburses the Indemnified Party for the actual cost, expense or liability
incurred by or on behalf of the Indemnified Party.


 


13.Cost
of Living Adjustment. The $1,500 per diem payable pursuant to Sections 4 and 5 will be adjusted to reflect changes from
March 1, 2013 in the All-items Cost of Living Index for Toronto prepared by Statistics Canada or any successor index or government
agency.


 


14.Governing
Law. This Agreement will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.


 


15.Priority
and Term. This Agreement will supersede any previous agreement between the Corporation and the Indemnified Party dealing
with this subject matter, and will be deemed to be effective as of the date on which the Indemnified Party first became a director
or officer of the Corporation.


 


16.Survival.
The obligations of the Corporation under this Agreement, other than Section 10, will continue until the later of (a) 15 years
after the Indemnified Party ceases to be a director or officer of the Corporation or any other entity in which he serves in
a similar capacity at the request of the Corporation and (b) one year after the final termination of all Proceedings with respect
to which the Indemnified Party is entitled to claim indemnification hereunder. The obligations of the Corporation under Section
10 of this Agreement will continue for 6 years after the Indemnified Party ceases to be a director of the Corporation or any other
entity in which he serves in a similar capacity at the request of the Corporation.


 


IN WITNESS WHEREOF the parties hereto have executed this
Agreement.



 


 





	 	 	CYNAPSUS THERAPEUTICS INC. 
	 	 	 	 
	 	 	 	 
	 	 	Per:	 
	 	 	 	Authorized Signing Officer
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Witness Signature	 	 	*
	 	 	 	 
	 	 	 	 
	 	 	 	 
	Witness Name