Exhibit 10.9


 





INDEMNIFICATION AGREEMENT



 


This Indemnification
Agreement (the “Agreement”) is made as of [•], 2015 by and between Edge Therapeutics, Inc., a Delaware
corporation (the “Company”), and [·] (the “Indemnitee”).


 


RECITALS 


 


The Company and
Indemnitee recognize the increasing difficulty in obtaining liability insurance for directors, officers and key employees, the
significant increases in the cost of such insurance and the general reductions in the coverage of such insurance. The Company and
Indemnitee further recognize the substantial increase in corporate litigation in general, subjecting directors, officers and key
employees to expensive litigation risks at the same time as the availability and coverage of liability insurance has been severely
limited. Indemnitee does not regard the current protection available as adequate under the present circumstances, and Indemnitee
and agents of the Company may not be willing to continue to serve as agents of the Company without additional protection. The Company
desires to attract and retain the services of highly qualified individuals, such as Indemnitee, and to indemnify its directors,
officers and key employees so as to provide them with the maximum protection permitted by law.


 


AGREEMENT 


 


In
consideration of the mutual promises made in this Agreement, and for other good and valuable consideration, receipt of which is
hereby acknowledged, the Company and Indemnitee hereby agree as follows:


 


1.               Indemnification.


 


(a)              Third Party
Proceedings. The Company shall indemnify Indemnitee if Indemnitee is or was a party or is threatened to be made a
party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the Company) by reason of the fact that Indemnitee is or was a
director, officer, employee or agent of the Company, or any subsidiary of the Company, by reason of any action or inaction on
the part of Indemnitee while an officer or director or by reason of the fact that Indemnitee 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, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement (if such
settlement is approved in advance by the Company, which approval shall not be unreasonably withheld) actually and reasonably
incurred by Indemnitee in connection with such action, suit or proceeding if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, and, with respect to any
criminal action or proceeding, had no reasonable cause to believe Indemnitee’s conduct was unlawful. The termination of
any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of itself, create a presumption that Indemnitee did not act in good faith and in a manner which
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company, or, with respect to any criminal
action or proceeding, that Indemnitee had reasonable cause to believe that Indemnitee’s conduct was unlawful.


 






    	 



    	 



    

(b)              
Proceedings By or in the Right of the Company. The Company shall indemnify Indemnitee if Indemnitee was or
is a party or is threatened to be made a party to any threatened, pending or completed action or proceeding by or in the right
of the Company or any subsidiary of the Company to procure a judgment in its favor by reason of the fact that Indemnitee is or
was a director, officer, employee or agent of the Company, or any subsidiary of the Company, by reason of any action or inaction
on the part of Indemnitee while an officer or director or by reason of the fact that Indemnitee 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,
against expenses (including attorneys’ fees) and, to the fullest extent permitted by law, amounts paid in settlement (if
such settlement is approved in advance by the Company, which approval shall not be unreasonably withheld), in each case to the
extent actually and reasonably (it being acknowledged that Indemnitee may select a litigation counsel of its choice) incurred by
Indemnitee in connection with the defense or settlement of such action or suit if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in or not opposed to the best interests of the Company and its stockholders, except that no
indemnification shall be made in respect of any claim, issue or matter as to which Indemnitee shall have been finally adjudicated
by court order or judgment to be liable to the Company in the performance of Indemnitee’s duty to the Company and its stockholders
unless and only to the extent that the court in which such action or proceeding is or was pending shall determine upon application
that, in view of all the circumstances of the case, Indemnitee is fairly and reasonably entitled to indemnity for such expenses
which such court shall deem proper.


 


(c)               
Mandatory Payment of Expenses. To the extent that Indemnitee has been successful on the merits or otherwise
in defense of any action, suit or proceeding referred to in Section 1(a) or Section 1(b) or the defense of any claim, issue or
matter therein, Indemnitee shall be indemnified against expenses (including attorneys’ fees) actually and reasonably (it
being acknowledged that Indemnitee may select a litigation counsel of its choice) incurred by Indemnitee in connection therewith.


 


(d)              
Indemnification of Appointing Stockholder. If (i) Indemnitee is or was affiliated with one or more
venture capital funds that has invested in the Company (an “Appointing Stockholder”), (ii) the Appointing Stockholder
is, or is threatened to be made, a party to or a participant in any proceeding, and (iii) the Appointing Stockholder’s involvement
in the proceeding results from any claim based on the Indemnitee’s service to the Company as a director or other fiduciary
of the Company, the Appointing Stockholder will be entitled to indemnification hereunder for expenses to the same extent as Indemnitee,
and the terms of this Agreement as they relate to procedures for indemnification of Indemnitee and advancement of expenses shall
apply to any such indemnification of Appointing Stockholder.


 


The rights provided to the Appointing Stockholder
under this Section 1(d) shall (i) be suspended during any period during which the Appointing Stockholder does not have a representative
on the Company’s Board, and (ii) terminate on an initial public offering of the Company’s Common Stock; provided, however,
that in the event of any such suspension or termination, the Appointing Stockholder’s rights to indemnification will not
be suspended or terminated with respect to any proceeding based in whole or in part on facts and circumstances occurring at any
time prior to such suspension or termination regardless of whether the Proceeding arises before or after such suspension or termination.
The Company and Indemnitee agree that the Appointing Stockholder is an express third party beneficiary of the terms of this Section
1(d).


 






    	 



    	 



    

2.               No Employment Rights. Nothing contained in this Agreement is intended to create in Indemnitee any right to
continued employment.


 


3.               Expenses; Indemnification Procedure.


 


(a)               
Advancement of Expenses. The Company shall advance all expenses incurred by Indemnitee in connection with
the investigation, defense, settlement or appeal of any civil or criminal action, suit or proceeding referred to in Section l(a)
or Section 1(b) hereof (including amounts actually paid in settlement of any such action, suit or proceeding). Indemnitee hereby
undertakes to repay such amounts advanced only if, and to the extent that, it shall ultimately be determined that Indemnitee is
not entitled to be indemnified by the Company as authorized hereby.


 


(b)              
Notice/Cooperation by Indemnitee. Indemnitee shall, as a condition precedent to his or her right to be indemnified
under this Agreement, give the Company notice in writing as soon as practicable of any claim made against Indemnitee for which
indemnification will or could be sought under this Agreement. Notice to the Company shall be directed to the President of the
Company and shall be given in accordance with the provisions of Section 12(d) below. In addition, Indemnitee shall give the Company
such information and cooperation as it may reasonably require and as shall be within Indemnitee’s power.


 


(c)               
Procedure. Any indemnification and advances provided for in Section 1 and this Section 3 shall be made no
later than thirty (30) days after receipt of the written request of Indemnitee. If a claim under this Agreement, under any statute,
or under any provision of the Company’s Certificate of Incorporation or Bylaws providing for indemnification, is not paid
in full by the Company within thirty (30) days after a written request for payment thereof has first been received by the Company,
Indemnitee may, but need not, at any time thereafter bring an action against the Company to recover the unpaid amount of the claim
and, subject to Section 11 of this Agreement, Indemnitee shall also be entitled to be paid for the expenses (including attorneys’
fees) of bringing such action. It shall be a defense to any such action (other than an action brought to enforce a claim for expenses
incurred in connection with any action, suit or proceeding in advance of its final disposition) that Indemnitee has not met the
standards of conduct which make it permissible under applicable law for the Company to indemnify Indemnitee for the amount claimed,
but the burden of proving such defense shall be on the Company and Indemnitee shall be entitled to receive interim payments of
expenses pursuant to Section 3(a) unless and until such defense may be finally adjudicated by court order or judgment from which
no further right of appeal exists. It is the parties’ intention that if the Company contests Indemnitee’s right to
indemnification, the question of Indemnitee’s right to indemnification shall be for the court to decide, and neither the
failure of the Company (including its Board of Directors, any committee or subgroup of the Board of Directors, independent legal
counsel, or its stockholders) to have made a determination that indemnification of Indemnitee is proper in the circumstances because
Indemnitee has met the applicable standard of conduct required by applicable law, nor an actual determination by the Company (including
its Board of Directors, any committee or subgroup of the Board of Directors, independent legal counsel, or its stockholders) that
Indemnitee has not met such applicable standard of conduct, shall create a presumption that Indemnitee has or has not met the applicable
standard of conduct.


 






    	 



    	 



    

(d)              
Notice to Insurers. If, at the time of the receipt of a notice of a claim pursuant to Section 3(b) hereof,
the Company has director and officer 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.


 


(e)                Selection
of Counsel. In the event the Company shall be obligated under Section 3(a) hereof to pay the expenses of any
proceeding against Indemnitee, the Company, if appropriate, shall be entitled to assume the defense of such proceeding, with
counsel approved by Indemnitee, upon the delivery to Indemnitee of written notice of its election so to do. After delivery of
such notice, approval of such counsel by Indemnitee and the retention of such counsel by the Company, the Company will not be
liable to Indemnitee under this Agreement for any fees of counsel subsequently incurred by Indemnitee with respect to the
same proceeding, provided that (i) Indemnitee shall have the right to employ counsel in any such proceeding at
Indemnitee’s expense; and (ii) if (A) the employment of counsel by Indemnitee has been previously authorized by the
Company, (B) Indemnitee shall have reasonably concluded that there may be a conflict of interest between the Company and
Indemnitee in the conduct of any such defense or (C) the Company shall not, in fact, have employed counsel to assume the
defense of such proceeding, then the fees and expenses of Indemnitee’s counsel shall be at the expense of the
Company.


 


4.               Additional Indemnification
Rights; Nonexclusivity; Priority of Indemnification.


 


(a)               
Scope. Notwithstanding any other provision of this Agreement, the Company hereby agrees to indemnify the Indemnitee
to the fullest extent permitted by law, notwithstanding that such indemnification is not specifically authorized by the other provisions
of this Agreement, the Company’s Certificate of Incorporation, the Company’s Bylaws or by statute. In the event of
any change, after the date of this Agreement, in any applicable law, statute, or rule which expands the right of a Delaware corporation
to indemnify a member of its board of directors or an officer, such changes shall be deemed to be within the purview of Indemnitee’s
rights and the Company’s obligations under this Agreement. In the event of any change in any applicable law, statute or rule
which narrows the right of a Delaware corporation to indemnify a member of its board of directors or an officer, such changes,
to the extent not otherwise required by such law, statute or rule to be applied to this Agreement shall have no effect on this
Agreement or the parties’ rights and obligations hereunder.


 


(b)              
Nonexclusivity. The indemnification provided by this Agreement shall not be deemed exclusive of any rights
to which Indemnitee may be entitled under the Company’s Certificate of Incorporation, its Bylaws, any agreement, any vote
of stockholders or disinterested members of the Company’s Board of Directors, the General Corporation Law of the State of
Delaware, or otherwise, both as to action in Indemnitee’s official capacity and as to action in another capacity while holding
such office. The indemnification provided under this Agreement shall continue as to Indemnitee for any action taken or not taken
while serving in an indemnified capacity even though he or she may have ceased to serve in any such capacity at the time of any
action, suit or other covered proceeding.


 






    	 



    	 



    

(c)               
Priority of Indemnification. The Company hereby acknowledges that Indemnitee has certain rights to
indemnification, advancement of expenses and/or insurance provided by [•] 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 4(c).


 


5.               Partial
Indemnification. If Indemnitee is entitled under any provision of this Agreement to indemnification by the Company
for some or a portion of the expenses, judgments, fines or penalties actually or reasonably incurred in the investigation,
defense, appeal or settlement of any civil or criminal action, suit or proceeding, but not, however, for the total amount
thereof, the Company shall nevertheless indemnify Indemnitee for the portion of such expenses, judgments, fines or penalties
to which Indemnitee is entitled.


 


6.               Mutual
Acknowledgment. Both the Company and Indemnitee acknowledge that in certain instances, Federal law or public policy
may override applicable state law and prohibit the Company from indemnifying its directors and officers under this Agreement
or otherwise. For example, the Company and Indemnitee acknowledge that the Securities and Exchange Commission (the
“SEC”) has taken the position that indemnification is not permissible for liabilities arising under
certain federal securities laws, and federal legislation prohibits indemnification for certain ERISA violations. Indemnitee
understands and acknowledges that the Company has undertaken or may be required in the future to undertake with the SEC to
submit the question of indemnification to a court in certain circumstances for a determination of the Company’s right
under public policy to indemnify Indemnitee.


 






    	 



    	 



    

7.               Officer and Director Liability Insurance. The Company shall, from time to time, make the good faith determination
whether or not it is practicable for the Company to obtain and maintain a policy or policies of insurance with reputable insurance
companies providing the officers and directors of the Company with coverage for losses from wrongful acts, or to ensure the Company’s
performance of its indemnification obligations under this Agreement. Among other considerations, the Company will weigh the costs
of obtaining such insurance coverage against the protection afforded by such coverage. In all policies of director and officer
liability insurance, Indemnitee shall be named as an insured in such a manner as to provide Indemnitee the same rights and benefits
as are accorded to the most favorably insured of the Company’s directors, if Indemnitee is a director; or of the Company’s
officers, if Indemnitee is not a director of the Company but is an officer; or of the Company’s key employees, if Indemnitee
is not an officer or director but is a key employee. Notwithstanding the foregoing, the Company shall have no obligation to obtain
or maintain such insurance if the Company determines in good faith that such insurance is not reasonably available, if the premium
costs for such insurance are disproportionate to the amount of coverage provided, if the coverage provided by such insurance is
limited by exclusions so as to provide an insufficient benefit, or if Indemnitee is covered by similar insurance maintained by
a parent or subsidiary of the Company.


 


8.               Severability. Nothing in this Agreement is intended to require or shall be construed as requiring the Company
to do or fail to do any act in violation of applicable law. The Company’s inability, pursuant to court order, to perform
its obligations under this Agreement shall not constitute a breach of this Agreement. The provisions of this Agreement shall be
severable as provided in this Section 8. If this Agreement or any portion hereof shall be invalidated on any ground by any court
of competent jurisdiction, then the Company shall nevertheless indemnify Indemnitee to the full extent permitted by any applicable
portion of this Agreement that shall not have been invalidated, and the balance of this Agreement not so invalidated shall be enforceable
in accordance with its terms.


 


9.                 
Exceptions. Any other provision herein to the contrary notwithstanding, the Company shall not be obligated
pursuant to the terms of this Agreement:


 


(a)               
Claims Initiated by Indemnitee. To indemnify or advance expenses to Indemnitee with respect to proceedings
or claims initiated or brought voluntarily by Indemnitee and not by way of defense, except with respect to proceedings brought
to establish or enforce a right to indemnification under this Agreement or any other statute or law or otherwise as required under
Section 145 of the Delaware General Corporation Law, but such indemnification or advancement of expenses may be provided by the
Company in specific cases if the Board of Directors finds it to be appropriate;


 


(b)              
Lack of Good Faith. To indemnify Indemnitee for any expenses incurred by Indemnitee with respect to any proceeding
instituted by Indemnitee to enforce or interpret this Agreement, if a court of competent jurisdiction determines that each of the
material assertions made by Indemnitee in such proceeding was not made in good faith or was frivolous;


 






    	 



    	 



    

(c)               
Insured Claims. To indemnify Indemnitee for expenses or liabilities of any type whatsoever (including,
but not limited to, judgments, fines, ERISA excise taxes or penalties, and amounts paid in settlement) to the extent such expenses
or liabilities have been paid directly to Indemnitee by an insurance carrier under a policy of officers’ and directors’
liability insurance maintained by the Company; or


 


(d)              
Claims under Section 16(b). To indemnify Indemnitee for expenses or the payment of profits arising from the
purchase and sale by Indemnitee of securities in violation of Section 16(b) of the Securities Exchange Act of 1934, as amended,
or any similar successor statute.


 


10.           Construction of Certain
Phrases.


 


(a)               
For purposes of this Agreement, references to the “Company” shall include, in addition to the resulting
corporation, any constituent corporation (including any constituent of a constituent) absorbed in a consolidation or merger which,
if its separate existence had continued, would have had power and authority to indemnify its directors, officers, and employees
or agents, so that if Indemnitee is or was a director, officer, employee or agent of such constituent corporation, or is or was
serving at the request of such constituent corporation as a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, Indemnitee shall stand in the same position under the provisions of this Agreement with
respect to the resulting or surviving corporation as Indemnitee would have with respect to such constituent corporation if its
separate existence had continued.


 


(b)              
For purposes of this Agreement, references to “other enterprises” shall include employee benefit plans;
references to “fines” shall include any excise taxes assessed on 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 or agent of the Company which imposes duties on, or involves services by, such director, officer, employee or agent with
respect to an employee benefit plan, its participants, or beneficiaries; and if Indemnitee acted in good faith and in a manner
Indemnitee reasonably believed to be in the interest of the participants and beneficiaries of an employee benefit plan, Indemnitee
shall be deemed to have acted in a manner “not opposed to the best interests of the Company” as referred to
in this Agreement.


 


11.           Attorneys’
Fees. In the event that any action is instituted by Indemnitee under this Agreement to enforce or interpret any of
the terms hereof, Indemnitee shall be entitled to be paid all court costs and expenses, including attorneys’ fees,
incurred by Indemnitee with respect to such action, unless as a part of such action, the court of competent jurisdiction
determines that each of the material assertions made by Indemnitee as a basis for such action were not made in good faith or
were frivolous. In the event of an action instituted by or in the name of the Company under this Agreement or to enforce or
interpret any of the terms of this Agreement, Indemnitee shall be entitled to be paid all court costs and expenses, including
attorneys’ fees, incurred by Indemnitee in defense of such action (including with respect to Indemnitee’s
counterclaims and cross-claims made in such action), unless as a part of such action the court determines that each of
Indemnitee’s material defenses to such action were made in bad faith or were frivolous.


 


12.           Miscellaneous.


 


(a)               
Governing Law. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the
parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Delaware, without giving
effect to principles of conflict of law.


 






    	 



    	 



    

(b)               

Entire Agreement; Enforcement of Rights. This Agreement sets forth the entire agreement and understanding
of the parties relating to the subject matter herein and merges all prior discussions between them. No modification of or amendment
to this Agreement, nor any waiver of any rights under this Agreement, shall be effective unless in writing signed by the parties
to this Agreement. The failure by either party to enforce any rights under this Agreement shall not be construed as a waiver of
any rights of such party.


 


(c)               

Construction. This Agreement is the result of negotiations between and has been reviewed by each of the parties
hereto and their respective counsel, if any; accordingly, this Agreement shall be deemed to be the product of all of the parties
hereto, and no ambiguity shall be construed in favor of or against any one of the parties hereto.


 


(d)               
Notices. Any notice, demand or request required or permitted to be given under this Agreement shall be in writing
and shall be deemed sufficient when delivered personally or sent by fax or 48 hours after being sent by nationally-recognized
courier or deposited in the U.S. mail, as certified or registered mail, with postage prepaid, and addressed to the party to be
notified at such party’s address or fax number as set forth below or as subsequently modified by written notice.


 


(e)               

Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an
original and all of which together shall constitute one instrument.


 


(f)               

Successors and Assigns. This Agreement shall be binding upon the Company and its successors and assigns, and
inure to the benefit of Indemnitee and Indemnitee’s heirs, legal representatives and assigns.


 


(g)               
Subrogation. In the event of payment under this Agreement, the Company
shall be subrogated to the extent of such payment to all of the rights of recovery of Indemnitee, who shall execute all documents
required and shall do all acts that may be necessary to secure such rights and to enable the Company to effectively bring suit
to enforce such rights.


 


[Signature Page Follows]


 






    	 



    	 



    

 


 


The parties
hereto have executed this Agreement as of the day and year set forth on the first page of this Agreement.


 





	 	EDGE THERAPEUTICS, INC.
	 	 	 
	 	By:	 
	 	Title:	 
	 	 	 



 


 


SIGNATURE PAGE TO INDEMNIFICATION
AGREEMENT






    	 



    	 



    




 





	AGREED AND ACCEPTED:	 	 
	 	 	 
	 	 	 
	[Indemnitee Name]	 	 
	 	 	 



 


 





 




 


SIGNATURE PAGE TO INDEMNIFICATION AGREEMENT