Exhibit 10.5


    Exhibit
      10.5

    


    ATTORNEY-CLIENT
      PRIVILEGED

    HIGHLY
      CONFIDENTIAL

      FORM
      OF INDEMNITY
      AGREEMENT

     

    This
      Indemnity Agreement (“Agreement”) is made as of ________, ____ by and
      between ARIAD Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and
      ______________ (“Indemnitee”).

     

      RECITALS

     

    WHEREAS,  highly
      competent persons have become more reluctant to serve publicly-held corporations
      as directors 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 Certificate of Incorporation (the “Charter”) and the
      Bylaws of the Company require indemnification of the officers and directors
      of
      the Company. Indemnitee may also be entitled to indemnification pursuant to
      applicable provisions of the Delaware General Corporation Law (“DGCL”). The
      Charter, the Bylaws 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
      of
      directors, officers and other persons with respect to indemnification, hold
      harmless, exoneration, advancement and reimbursement rights.

     

    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, hold harmless, exonerate 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 protected against liabilities.

     

    WHEREAS,  this
      Agreement is a supplement to and in furtherance of the Charter, the Bylaws
      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.

     

    WHEREAS,  Indemnitee
      does not regard the protection available under the Company’s Charter, Bylaws 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 be so indemnified.

     

    NOW,
      THEREFORE, in consideration of the premises and the covenants contained herein,
      the Company and Indemnitee do hereby covenant and agree as follows:

     

    1.
        Services
      To The Company.
      Indemnitee will serve or continue to serve as an officer, director or key
      employee of the Company for so long as Indemnitee is duly elected or appointed
      or until Indemnitee tenders his resignation.

     

    2.
        Definitions.
      As used
      in this Agreement:

     

    (a)
        References
      to “agent” shall mean any person who is or was a director, officer, or employee
      of the Company or a subsidiary of the Company or other person authorized by
      the
      Company to act for the Company, to include such person serving in such capacity
      as a director, officer, employee, fiduciary or other official of another
      corporation, partnership, limited liability company, joint venture, trust or
      other enterprise at the request of, for the convenience of, or to represent
      the
      interests of the Company or a subsidiary of the Company.

     

    (b)
        The
      terms
“Beneficial Owner” and “Beneficial Ownership” shall have the meanings set forth
      in Rule 13d-3 promulgated under the Exchange Act (as defined below) as in effect
      on the date hereof.

     

    (c)
        A
“Change
      in Control” shall be deemed to occur upon the earliest to occur after the date
      of this Agreement of any of the following events:

     

    (i)   Acquisition
      of Stock by Third Party.
      Any
      Person (as defined below) is or becomes the Beneficial Owner, directly or
      indirectly, of securities of the Company representing fifteen percent (15%)
      or
      more of the combined voting power of the Company’s then outstanding securities
      entitled to vote generally in the election of directors, unless (1) the change
      in the relative Beneficial Ownership of the Company’s securities by any Person
      results solely from a reduction in the aggregate number of outstanding shares
      of
      securities entitled to vote generally in the election of directors, or (2)
      such
      acquisition was approved in advance by the Continuing Directors (as defined
      below) and such acquisition would not constitute a Change in Control under
      part
      (iii) of this definition;

     

    
      
        
        

      

      
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    (ii)   Change
      in Board of Directors.
      Individuals who, as of the date hereof, constitute the Board, and any new
      director whose election by the Board or nomination for election by the Company’s
      stockholders was approved by a vote of at least two thirds of the directors
      then
      still in office who were directors on the date hereof or whose election for
      nomination for election was previously so approved (collectively, the
“Continuing Directors”), cease for any reason to constitute at least a majority
      of the members of the Board;

     

    (iii)   Corporate
      Transactions.
      The
      effective date of a reorganization, merger or consolidation of the Company
      (a
“Business Combination”), in each case, unless, following such Business
      Combination: (1) all or substantially all of the individuals and entities who
      were the Beneficial Owners of securities entitled to vote generally in the
      election of directors immediately prior to such Business Combination
      beneficially own, directly or indirectly, more than 51% of the combined voting
      power of the then outstanding securities of the Company entitled to vote
      generally in the election of directors resulting from such Business Combination
      (including, without limitation, a corporation which as a result of such
      transaction owns the Company or all or substantially all of the Company’s assets
      either directly or through one or more Subsidiaries) in substantially the same
      proportions as their ownership, immediately prior to such Business Combination,
      of the securities entitled to vote generally in the election of directors;
      (2)
      no Person (excluding any corporation resulting from such Business Combination)
      is the Beneficial Owner, directly or indirectly, of 15% or more of the combined
      voting power of the then outstanding securities entitled to vote generally
      in
      the election of directors of such corporation except to the extent that such
      ownership existed prior to the Business Combination; and (3) at least a majority
      of the Board of Directors of the corporation resulting from such Business
      Combination were Continuing Directors at the time of the execution of the
      initial agreement, or of the action of the Board of Directors, providing for
      such Business Combination;

     

    (iv)   Liquidation.
      The
      approval by the stockholders of the Company of a complete liquidation of the
      Company or an agreement or series of agreements for the sale or disposition
      by
      the Company of all or substantially all of the Company’s assets, other than
      factoring the Company’s current receivables or escrows due (or, if such approval
      is not required, the decision by the Board to proceed with such a liquidation,
      sale, or disposition in one transaction or a series of related transactions);
      or

     

    (v)   Other
      Events.
      There
      occurs any other event of a nature that would be required to be reported in
      response to Item 6(e) of Schedule 14A of Regulation 14A (or a response to any
      similar item on any similar schedule or form) promulgated under the Exchange
      Act
      (as defined below), whether or not the Company is then subject to such reporting
      requirement.

     

    (d)
        “Corporate
      Status” describes the status of a person who is or was a director, officer,
      trustee, general partner, managing member, fiduciary, employee or agent of
      the
      Company or of any other Enterprise (as defined below) which such person is
      or
      was serving at the request of the Company.

     

    
      
        
        

      

      
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    (e)
        “Delaware
      Court” shall mean the Court of Chancery of the State of Delaware.

     

    (f)
        “Disinterested
      Director” shall mean a director of the Company who is not and was not a party to
      the Proceeding (as defined below) in respect of which indemnification is sought
      by Indemnitee.

     

    (g)
        “Enterprise”
      shall mean the Company and any other corporation, constituent corporation
      (including any constituent of a constituent) absorbed in a consolidation or
      merger to which the Company (or any of its wholly owned subsidiaries) is a
      party, limited liability company, partnership, joint venture, trust, employee
      benefit plan or other enterprise of which Indemnitee is or was serving at the
      request of the Company as a director, officer, trustee, general partner,
      managing member, fiduciary, employee or agent.

     

    (h)
        “Exchange
      Act” shall mean the Securities Exchange Act of 1934, as amended.

     

    (i)
        “Expenses”
      shall include attorneys’ fees and costs, 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 in connection with prosecuting,
      defending, preparing to prosecute or defend, investigating, being or preparing
      to be a witness in, or otherwise participating in, a Proceeding (as defined
      below). Expenses also shall include Expenses incurred in connection with any
      appeal resulting from any Proceeding (as defined below), including without
      limitation the premium, security for, and other costs relating to any cost
      bond,
      supersedeas 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.

     

    (j)
        “Independent
      Counsel” shall mean 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
      the
      Indemnitee under this Agreement, or of other indemnitees under similar
      indemnification agreements); or (ii) any other party to the Proceeding (as
      defined below) 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.

     

    (k)
        References
      to “fines” shall include any excise tax assessed on Indemnitee with respect to
      any employee benefit plan; references to “serving at the request of the Company”
shall include any service as a director, officer, employee, agent or fiduciary
      of the Company which imposes duties on, or involves services by, such director,
      officer, employee, agent or fiduciary 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 best interests 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.

     

    
      
        
        

      

      
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    (l)
        The
      term
“Person” shall have the meaning as set forth in Sections 13(d) and 14(d) of the
      Exchange Act as in effect on the date hereof; provided,
      however,
      that
“Person” shall exclude: (i) the Company; (ii) any Subsidiaries (as defined
      below) of the Company; (iii) any employment benefit plan of the Company or
      of a
      Subsidiary (as defined below) of the Company or of any corporation owned,
      directly or indirectly, by the stockholders of the Company in substantially
      the
      same proportions as their ownership of stock of the Company; and (iv) any
      trustee or other fiduciary holding securities under an employee benefit plan
      of
      the Company or of a Subsidiary (as defined below) of the Company or of a
      corporation owned directly or indirectly by the stockholders of the Company
      in
      substantially the same proportions as their ownership of stock of the
      Company.

     

    (m)
        A
      “Potential Change in Control” shall be deemed to have occurred if: (i) the
      Company enters into an agreement or arrangement, the consummation of which
      would
      result in the occurrence of a Change in Control; (ii) any Person or the Company
      publicly announces an intention to take or consider taking actions which if
      consummated would constitute a Change in Control; (iii) any Person who becomes
      the Beneficial Owner, directly or indirectly, of securities of the Company
      representing 5% or more of the combined voting power of the Company’s then
      outstanding securities entitled to vote generally in the election of directors
      increases his Beneficial Ownership of such securities by 5% or more over the
      percentage so owned by such Person on the date hereof; or (iv) the Board adopts
      a resolution to the effect that, for purposes of this Agreement, a Potential
      Change in Control has occurred.

     

    (n)
        The
      term
“Proceeding” shall include 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 in the right of the Company or otherwise and whether of a civil
      (including intentional or unintentional tort claims), criminal, administrative
      or investigative nature, in which Indemnitee was, is or will be involved as
      a
      party or otherwise by reason of the fact that Indemnitee is or was a director
      or
      officer of the Company, by reason of any action (or failure to act) taken by
      him
      or of any action (or failure to act) on his part while acting as a director
      or
      officer of the Company, or by reason of the fact that he is or was serving
      at
      the request of the Company as a director, officer, trustee, general partner,
      managing member, fiduciary, employee or agent of any other Enterprise, in each
      case whether or not serving in such capacity at the time any liability or
      expense is incurred for which indemnification, reimbursement, or advancement
      of
      expenses can be provided under this Agreement.

     

    
      
        
        

      

      
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    (o)
        The
      term
“Subsidiary,” with respect to any Person, shall mean any corporation or other
      entity of which a majority of the voting power of the voting equity securities
      or equity interest is owned, directly or indirectly, by that
      Person.

     

    3.
        Indemnity
      In Third-Party Proceedings.
      The
      Company shall indemnify and hold harmless Indemnitee in accordance with the
      provisions of this Section 3 if Indemnitee was, is, or is threatened to be
      made,
      a party to or a participant (as a witness or otherwise) in any Proceeding,
      other
      than a Proceeding by or in the right of the Company to procure a judgment in
      its
      favor. Pursuant to this Section 3, Indemnitee shall be indemnified against
      all
      Expenses, judgments, liabilities, fines, penalties and amounts paid in
      settlement (including all interest, assessments and other charges paid or
      payable in connection with or in respect of such Expenses, judgments, fines,
      penalties and amounts paid in settlement) actually and reasonably incurred
      by
      Indemnitee or on his behalf in connection with such Proceeding or any claim,
      issue or matter therein, if Indemnitee acted in good faith and in a manner
      he
      reasonably believed to be in or not opposed to the best interests of the Company
      and, in the case of a criminal Proceeding, had no reasonable cause to believe
      that his conduct was unlawful. 

     

    4.
        Indemnity
      In Proceedings By Or In The Right Of The Company.
      The
      Company shall indemnify and hold harmless Indemnitee in accordance with the
      provisions of this Section 4 if Indemnitee was, is, or is threatened to be
      made,
      a party to or a participant (as a witness or otherwise) in any Proceeding by
      or
      in the right of the Company to procure a judgment in its favor. Pursuant to
      this
      Section 4, Indemnitee shall be indemnified against all Expenses actually and
      reasonably incurred by him or on his behalf in connection with such Proceeding
      or any claim, issue or matter therein, if Indemnitee acted in good faith and
      in
      a manner he reasonably believed to be in or not opposed to the best interests
      of
      the Company. No indemnification, hold harmless or exoneration for Expenses
      shall
      be made under this Section 4 in respect of any claim, issue or matter as to
      which Indemnitee shall have been finally adjudged by a court to be liable to
      the
      Company, unless and only to the extent that any court in which the Proceeding
      was brought or the Delaware Court shall determine upon application that, despite
      the adjudication of liability but in view of all the circumstances of the case,
      Indemnitee is fairly and reasonably entitled to indemnification., to be held
      harmless or to exoneration.

     

    5.
        Indemnification
      For Expenses Of A Party Who Is Wholly Or Partly Successful.
      Notwithstanding any other provisions of this Agreement, to the extent that
      Indemnitee is a party to (or a participant in) and is successful, on the merits
      or otherwise, in any Proceeding or in defense of any claim, issue or matter
      therein, in whole or in part, the Company shall indemnify and hold harmless
      Indemnitee against all Expenses actually and reasonably incurred by him 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
      and hold harmless Indemnitee against all Expenses actually and reasonably
      incurred by him or on his behalf in connection with each successfully resolved
      claim, issue or matter. If the Indemnitee is not wholly successful in such
      Proceeding, the Company also shall indemnify and hold harmless Indemnitee
      against all Expenses reasonably incurred in connection with a claim, issue
      or
      matter related to any claim, issue, or matter on which the Indemnitee was
      successful. For purposes of this Section 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.

     

    
      
        
        

      

      
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    6.
        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 in any Proceeding
      to
      which Indemnitee is not a party, he shall be indemnified and held harmless
      against all Expenses actually and reasonably incurred by him or on his behalf
      in
      connection therewith.

     

    7.
        Additional
      Indemnification, Hold Harmless and Exoneration Rights.

     

    (a)
        Notwithstanding
      any limitation in Sections 3, 4, or 5, the Company shall indemnify and hold
      harmless Indemnitee if Indemnitee is a party to or threatened to be made a
      party
      to any Proceeding (including a Proceeding by or in the right of the Company
      to
      procure a judgment in its favor) against all Expenses, judgments, fines,
      penalties and amounts paid in settlement (including all interest, assessments
      and other charges paid or payable in connection with or in respect of such
      Expenses, judgments, fines, penalties and amounts paid in settlement) actually
      and reasonably incurred by Indemnitee in connection with the Proceeding. No
      indemnification, hold harmless or exoneration rights shall be made under this
      Section 7(a) on account of Indemnitee’s conduct which constitutes a breach of
      Indemnitee’s duty of loyalty to the Company or its stockholders or is an act or
      omission not in good faith or which involves intentional misconduct or a knowing
      violation of the law.

     

    (b)
        Notwithstanding
      any limitation in Sections 3, 4, 5 or 7(a), the Company shall indemnify and
      hold
      harmless Indemnitee if Indemnitee is a party to or threatened to be made a
      party
      to any Proceeding (including a Proceeding by or in the right of the Company
      to
      procure a judgment in its favor) against all Expenses, judgments, fines,
      penalties and amounts paid in settlement (including all interest, assessments
      and other charges paid or payable in connection with or in respect of such
      Expenses, judgments, fines, penalties and amounts paid in settlement) actually
      and reasonably incurred by Indemnitee in connection with the
      Proceeding.

     

    8.
        Contribution
      In The Event Of Joint Liability.

     

    (a)
        To
      the
      fullest extent permissible under applicable law, if the indemnification and
      hold
      harmless rights provided for in this Agreement are unavailable to Indemnitee
      in
      whole or in part for any reason whatsoever, the Company, in lieu of indemnifying
      and holding harmless Indemnitee, shall pay, in the first instance, the entire
      amount incurred by Indemnitee, whether for judgments, liabilities, fines,
      penalties, amounts paid or to be paid in settlement and/or for Expenses, in
      connection with any Proceeding without requiring Indemnitee to contribute to
      such payment, and the Company hereby waives and relinquishes any right of
      contribution it may have at any time against Indemnitee.

     

    
      
        
        

      

      
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    (b)
        The
      Company shall not enter into any settlement of any Proceeding in which the
      Company is jointly liable with Indemnitee (or would be if joined in such
      Proceeding) unless such settlement provides for a full and final release of
      all
      claims asserted against Indemnitee.

     

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

     

    9.
        Exclusions.
      Notwithstanding
      any provision in this Agreement, the Company shall not be obligated under this
      Agreement to make any indemnification, hold harmless or exoneration payments
      in
      connection with any claim made against Indemnitee:

     

    (a)
        for
      which
      payment has actually been received by or on behalf of Indemnitee under any
      insurance policy or other indemnity provision, except with respect to any excess
      beyond the amount actually received under any insurance policy, contract,
      agreement, other indemnity provision or otherwise;

     

    (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 Exchange Act or similar provisions of state statutory law or common law;
      or

     

    (c)
        except
      as
      otherwise provided in Sections 14(e)-(f) hereof, prior to a Change in Control,
      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, hold harmless or exoneration payment, in its sole discretion,
      pursuant to the powers vested in the Company under applicable law.

     

    10.
        Advances
      Of Expenses; Defense Of Claim. 

     

    (a)
        Notwithstanding
      any provision of this Agreement to the contrary, and to the fullest extent
      permitted by applicable law, the Company shall advance the Expenses incurred
      by
      Indemnitee (or reasonably expected by Indemnitee to be incurred by Indemnitee
      within three months) in connection with any Proceeding within ten (10) days
      after the receipt by the Company of a statement or statements requesting such
      advances from time to time, whether prior to or after final disposition of
      any
      Proceeding. Advances shall be unsecured and interest free. Advances shall be
      made without regard to Indemnitee’s ability to repay the Expenses and without
      regard to Indemnitee’s ultimate entitlement to be indemnified, held harmless or
      exonerated under the other provisions of this Agreement. Advances shall include
      any and all reasonable Expenses incurred pursuing a Proceeding to enforce this
      right of advancement, including Expenses incurred preparing and forwarding
      statements to the Company to support the advances claimed. The Indemnitee shall
      qualify for advances, to the fullest extent permitted by applicable law, solely
      upon the execution and delivery to the Company of an undertaking providing
      that
      the Indemnitee undertakes to repay the advance to the extent that it is
      ultimately determined that Indemnitee is not entitled to be indemnified by
      the
      Company under the provisions of this Agreement, the Charter, the Bylaws of
      the
      Company, applicable law or otherwise. This Section 10(a) shall not apply to
      any
      claim made by Indemnitee for which an indemnification, hold harmless or
      exoneration payment is excluded pursuant to Section 9.

     

    
      
        
        

      

      
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    (b)
        The
      Company will be entitled to participate in the Proceeding at its own
      expense.

     

    (c)
        The
      Company shall not settle any action, claim or Proceeding (in whole or in part)
      which would impose any Expense, judgment, fine, penalty or limitation on the
      Indemnitee without the Indemnitee’s prior written consent.

     

    11.
        Procedure
      For Notification And Application For Indemnification.

     

    (a)
        Indemnitee
      agrees to notify promptly the Company in writing upon being served with any
      summons, citation, subpoena, complaint, indictment, information or other
      document relating to any Proceeding or matter which may be subject to
      indemnification, hold harmless or exoneration rights, or advancement of Expenses
      covered hereunder. The failure of Indemnitee to so notify the Company shall
      not
      relieve the Company of any obligation which it may have to the Indemnitee under
      this Agreement, or otherwise.

     

    (b)
        Indemnitee
      may deliver to the Company a written application to indemnify and hold harmless
      Indemnitee in accordance with this Agreement. Such application(s) may be
      delivered from time to time and at such time(s) as Indemnitee deems appropriate
      in his or her sole discretion. Following such a written application for
      indemnification by Indemnitee, the Indemnitee’s entitlement to indemnification
      shall be determined according to Section 12(a) of this Agreement.

     

    12.
        Procedure
      Upon Application For Indemnification. 

     

    (a)
        A
      determination, if required by applicable law, with respect to Indemnitee’s
      entitlement to indemnification shall be made in the specific case by one of
      the
      following methods, which shall be at the election of Indemnitee: (i) by a
      majority vote of the Disinterested Directors, even though less than a quorum
      of
      the Board or (ii) by Independent Counsel in a written opinion to the Board,
      a
      copy of which shall be delivered to Indemnitee. The Company promptly will advise
      Indemnitee in writing with respect to any determination that Indemnitee is
      or is
      not entitled to indemnification, including a description of any reason or basis
      for which indemnification has been denied. If it is so determined that
      Indemnitee is entitled to indemnification, payment to Indemnitee shall be made
      within ten (10) days after such determination. Indemnitee shall reasonably
      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 which is not privileged or otherwise protected from disclosure
      and which is reasonably available to Indemnitee and reasonably necessary to
      such
      determination. 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.
      

     

    
      
        
        

      

      
        9

        
          

        

      

      
        
        

      

    

    (b)
        In
      the
      event the determination of entitlement to indemnification is to be made by
      Independent Counsel pursuant to Section 12(a) hereof, the Independent Counsel
      shall be selected as provided in this Section 12(b). The Independent
      Counsel shall be selected by Indemnitee (unless Indemnitee shall request that
      such selection be made by the Board), and Indemnitee shall give written notice
      to the Company advising it of the identity of the Independent Counsel so
      selected and certifying that the Independent Counsel so selected meets the
      requirements of “Independent Counsel” as defined in Section 2 of this Agreement.
      If the Independent Counsel is selected by the Board, the Company shall give
      written notice to Indemnitee advising him of the identity of the Independent
      Counsel so selected and certifying that the Independent Counsel so selected
      meets the requirements of “Independent Counsel” as defined in Section 2 of this
      Agreement. In either event, Indemnitee or the Company, as the case may be,
      may,
      within ten (10) days after such written notice of selection shall have been
      received, deliver to the Company or to Indemnitee, as the case may be, 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 2 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 such
      written objection is so made and substantiated, the Independent Counsel so
      selected may not serve as Independent Counsel unless and until such objection
      is
      withdrawn or a court of competent jurisdiction 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 11(a) hereof, no Independent Counsel shall have been selected and
      not objected to, either the Company or Indemnitee may petition the Delaware
      Court for resolution of any objection which shall have been made by the Company
      or Indemnitee to the other’s selection of Independent Counsel and/or for the
      appointment as Independent Counsel of a person selected by the Delaware Court,
      and the person with respect to whom all objections are so resolved or the person
      so appointed shall act as Independent Counsel under Section 12(a) hereof.
      Upon the due commencement of any judicial proceeding or arbitration pursuant
      to
      Section 14(a) of this Agreement, Independent Counsel shall be discharged and
      relieved of any further responsibility in such capacity (subject to the
      applicable standards of professional conduct then prevailing).

     

    (c)
        The
      Company agrees to pay the reasonable fees and expenses of Independent Counsel
      and to fully indemnify and hold harmless such Independent Counsel against any
      and all Expenses, claims, liabilities and damages arising out of or relating
      to
      this Agreement or its engagement pursuant hereto.

     

    
      
        
        

      

      
        10

        
          

        

      

      
        
        

      

    

    13.
        Presumptions
      and Effect Of Certain Proceedings.

     

    (a)
        In
      making
      a determination with respect to entitlement to indemnification hereunder, the
      person, persons or entity making such determination shall presume that
      Indemnitee is entitled to indemnification under this Agreement if Indemnitee
      has
      submitted a request for indemnification in accordance with Section 11(b) of
      this
      Agreement, and the Company shall have the burden of proof to overcome that
      presumption in connection with the making by any person, persons or entity
      of
      any determination contrary to that presumption. Neither the failure of the
      Company (including by its directors or Independent 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 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.

     

    (b)
        If
      the
      person, persons or entity empowered or selected under Section 12 of this
      Agreement to determine whether Indemnitee is entitled to indemnification shall
      not have made a determination within thirty (30) 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 final judicial determination that any or all such
      indemnification is expressly prohibited under applicable law; provided,
      however,
      that
      such 30-day period may be extended for a reasonable time, not to exceed an
      additional fifteen (15) days, if the person, persons or entity making the
      determination with respect to entitlement to indemnification in good faith
      requires such additional time for the obtaining or evaluating of documentation
      and/or information relating thereto.

     

    (c)
        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 which
      he
      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.

     

    (d)
        For
      purposes of any determination of good faith, 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, 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 by the Enterprise.
      The provisions of this Section 13(d) shall not be deemed to be exclusive or
      to
      limit in any way the other circumstances in which the Indemnitee may be deemed
      or found to have met the applicable standard of conduct set forth in this
      Agreement.

     

    
      
        
        

      

      
        11

        
          

        

      

      
        
        

      

    

    (e)
        The
      knowledge and/or actions, or failure to act, of any other director, officer,
      trustee, partner, managing member, fiduciary, agent or employee of the
      Enterprise shall not be imputed to Indemnitee for purposes of determining the
      right to indemnification under this Agreement.

     

    14.
        Remedies
      Of Indemnitee. 

     

    (a)
        In
      the
      event that (i) a determination is made pursuant to Section 12 of this Agreement
      that Indemnitee is not entitled to indemnification under this Agreement, (ii)
      advancement of Expenses, to the fullest extent permitted by applicable law,
      is
      not timely made pursuant to Section 10 of this Agreement, (iii) no
      determination of entitlement to indemnification shall have been made pursuant
      to
      Section 12(a) of this Agreement within thirty (30) days after receipt by the
      Company of the request for indemnification, (iv) payment of indemnification
      is
      not made pursuant to Section 5, 6, 7 or the last sentence of Section 12(a)
      of this Agreement within ten (10) days after receipt by the Company of a written
      request therefor, (v) a contribution payment is not made in a timely manner
      pursuant to Section 8 of this Agreement, (vi) payment of indemnification
      pursuant to Section 3 or 4 of this Agreement is not made within ten (10) days
      after a determination has been made that Indemnitee is entitled to
      indemnification, or (vii) payments to Indemnitee pursuant to any hold harmless
      or exoneration rights under this Agreement or otherwise is not made within
      ten
      (10) days after receipt by the Company of a written request therefor, Indemnitee
      shall be entitled to an adjudication by the Delaware Court to such
      indemnification, hold harmless, exoneration, contribution or advancement rights.
      Alternatively, Indemnitee, at his option, may seek an award in arbitration
      to be
      conducted by a single arbitrator pursuant to the Commercial Arbitration Rules
      of
      the American Arbitration Association. Except as set forth herein, the provisions
      of Delaware law (without regard to its conflict of laws rules) shall apply
      to
      any such arbitration. The Company shall not oppose Indemnitee’s right to seek
      any such adjudication or award in arbitration.

     

    (b)
        In
      the
      event that a determination shall have been made pursuant to Section 12(a) of
      this Agreement that Indemnitee is not entitled to indemnification, any judicial
      proceeding or arbitration commenced pursuant to this Section 14 shall be
      conducted in all respects as a de novo
      trial, or
      arbitration, on the merits and Indemnitee shall not be prejudiced by reason
      of
      that adverse determination. In any judicial proceeding or arbitration commenced
      pursuant to this Section 14, Indemnitee shall be presumed to be entitled to
      be
      indemnified, held harmless, exonerated and to receive advances of Expenses
      under
      this Agreement and the Company shall have the burden of proving Indemnitee
      is
      not entitled to be indemnified, held harmless, exonerated or receive advances
      of
      Expenses as the case may be, and the Company may not refer to or introduce
      into
      evidence any determination pursuant to Section 12(a) of this Agreement adverse
      to Indemnitee for any purpose. If Indemnitee commences a judicial proceeding
      or
      arbitration pursuant to this Section 14, Indemnitee shall not be required to
      reimburse the Company for any advances pursuant to Section 10 until a final
      determination is made with respect to Indemnitee’s entitlement to
      indemnification (as to which all rights of appeal have been exhausted or
      lapsed).

     

    
      
        
        

      

      
        12

        
          

        

      

      
        
        

      

    

    (c)
        If
      a
      determination shall have been made pursuant to Section 12(a) of this
      Agreement that Indemnitee is entitled to indemnification, the Company shall
      be
      bound by such determination in any judicial proceeding or arbitration commenced
      pursuant to this Section 14, 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.

     

    (d)
        The
      Company shall be precluded from asserting in any judicial proceeding or
      arbitration commenced pursuant to this Section 14 that the procedures and
      presumptions of this Agreement are not valid, binding and enforceable and shall
      stipulate in any such court or before any such arbitrator that the Company
      is
      bound by all the provisions of this Agreement. 

     

    (e)
        The
      Company shall indemnify and hold harmless Indemnitee to the fullest extent
      permitted by law against all Expenses and, if requested by Indemnitee, shall
      (within ten (10) days after the Company’s receipt of such written request)
      advance to Indemnitee, to the fullest extent permitted by applicable law, such
      Expenses which are incurred by Indemnitee in connection with any judicial
      proceeding or arbitration brought by Indemnitee (i) to enforce his rights under,
      or to recover damages for breach of, this Agreement or any other
      indemnification, hold harmless, exoneration, advancement or contribution
      agreement or provision of the Charter, or the Company’s Bylaws now or hereafter
      in effect; or (ii) for recovery or advances under any insurance policy
      maintained by any person for the benefit of Indemnitee, regardless of whether
      Indemnitee ultimately is determined to be entitled to such indemnification,
      advance, contribution or insurance recovery, as the case may be.

     

    (f)
        Interest
      shall be paid by the Company to Indemnitee at the legal rate under Delaware
      law
      for amounts which the Company indemnifies, holds harmless or exonerates or
      is
      obliged to indemnify, hold harmless or exonerate for the period commencing
      with
      the date on which Indemnitee requests indemnification, to be held harmless,
      exonerated, contribution, reimbursement or advancement of any Expenses and
      ending with the date on which such payment is made to Indemnitee by the
      Company.

     

    15.
        Establishment
      Of Trust.
      In the
      event of a Potential Change in Control, the Company shall, upon written request
      by Indemnitee, create a “Trust” for the benefit of Indemnitee and from time to
      time upon written request of Indemnitee shall fund such Trust in an amount
      sufficient to satisfy any and all Expenses reasonably anticipated at the time
      of
      each such request to be incurred in connection with investigating, preparing
      for, participating in or defending any Proceedings, and any and all judgments,
      fines, penalties and amounts paid in settlement (including all interest,
      assessments and other charges paid or payable in connection with or in respect
      of such judgments, fines penalties and amounts paid in settlement) in connection
      with any and all Proceedings from time to time actually paid or claimed,
      reasonably anticipated or proposed to be paid. The trustee of the Trust (the
      “Trustee”) shall be a bank or trust company or other individual or entity chosen
      by the Indemnitee and reasonably acceptable to the Company. Nothing in this
      Section 15 shall relieve the Company of any of its obligations under this
      Agreement. The amount or amounts to be deposited in the Trust pursuant to the
      foregoing funding obligation shall be determined by mutual agreement of the
      Indemnitee and the Company or, if the Company and the Indemnitee are unable
      to
      reach such an agreement, by Independent Counsel selected in accordance with
      Section 12(b) of this Agreement. The terms of the Trust shall provide that,
      except upon the consent of both the Indemnitee and the Company, upon a Change
      in
      Control: (a) the Trust shall not be revoked or the principal thereof invaded,
      without the written consent of the Indemnitee; (b) the Trustee shall advance,
      to
      the fullest extent permitted by applicable law, within two (2) business days
      of
      a request by the Indemnitee and upon the execution and delivery to the Company
      of an undertaking providing that the Indemnitee undertakes to repay the advance
      to the extent that it is ultimately determined that Indemnitee is not entitled
      to be indemnified, held harmless or exonerated by the Company; (c) the Trust
      shall continue to be funded by the Company in accordance with the funding
      obligations set forth above; (d) the Trustee shall promptly pay to the
      Indemnitee all amounts for which the Indemnitee shall be entitled to
      indemnification, or to be held harmless or exonerated pursuant to this Agreement
      or otherwise; and (e) all unexpended funds in such Trust shall revert to the
      Company upon mutual agreement by the Indemnitee and the Company or, if the
      Indemnitee and the Company are unable to reach such an agreement, by Independent
      Counsel selected in accordance with Section 12(b) of this Agreement, that the
      Indemnitee has been fully indemnified, held harmless and exonerated under the
      terms of this Agreement. The Trust shall be governed by Delaware law (without
      regard to its conflicts of laws rules) and the Trustee shall consent to the
      exclusive jurisdiction of the Delaware Court in accordance with Section 23
      of
      this Agreement.

     

    
      
        
        

      

      
        13

        
          

        

      

      
        
        

      

    

    16.
        Security.
      Notwithstanding anything herein to the contrary, to the extent requested by
      the
      Indemnitee and approved by the Board, the Company may at any time and from
      time
      to time provide security to the 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 the Indemnitee, may not be
      revoked or released without the prior written consent of the
      Indemnitee.

     

    17.
        Non-Exclusivity;
      Survival Of Rights; Insurance; Subrogation. 

     

    (a)
        The
      rights
      of Indemnitee 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 Charter, the Company’s Bylaws, any agreement, a vote of stockholders or
      a resolution of directors, 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 applicable law, whether by statute or
      judicial decision, permits greater indemnification, hold harmless or exoneration
      rights or advancement of Expenses than would be afforded currently under the
      Charter, the Company’s Bylaws or 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.

     

    
      
        
        

      

      
        14

        
          

        

      

      
        
        

      

    

    (b)
        The
      DGCL,
      the Charter and the Company’s Bylaws permit the Company to purchase and maintain
      insurance or furnish similar protection or make other arrangements including,
      but not limited to, providing a trust fund, letter of credit, or surety bond
      (“Indemnification Arrangements”) on behalf of Indemnitee against any liability
      asserted against him or incurred by or on behalf of him or in such capacity
      as a
      director, officer, employee or agent of the Company, or arising out of his
      status as such, whether or not the Company would have the power to indemnify
      him
      against such liability under the provisions of this Agreement or under the
      DGCL,
      as it may then be in effect. The purchase, establishment, and maintenance of
      any
      such Indemnification Arrangement shall not in any way limit or affect the rights
      and obligations of the Company or of the Indemnitee under this Agreement except
      as expressly provided herein, and the execution and delivery of this Agreement
      by the Company and the Indemnitee shall not in any way limit or affect the
      rights and obligations of the Company or the other party or parties thereto
      under any such Indemnification Arrangement.

     

    (c)
        To
      the
      extent that the Company maintains an insurance policy or policies providing
      liability insurance for directors, officers, trustees, partners, managing
      members, fiduciaries, employees, or agents of the Company or of any other
      Enterprise which 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 such director,
      officer, trustee, partner, managing member, fiduciary, employee or agent under
      such policy or policies. If, at the time the Company receives notice from any
      source of a Proceeding as to which Indemnitee is a party or a participant (as
      a
      witness or otherwise), the Company has director and officer liability insurance
      in effect, the Company shall give prompt notice 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.

     

    (d)
        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,
      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.

     

    
      
        
        

      

      
        15

        
          

        

      

      
        
        

      

    

    (e)
        The
      Company’s obligation to indemnify, hold harmless, exonerate or advance Expenses
      hereunder to Indemnitee who is or was serving at the request of the Company
      as a
      director, officer, trustee, partner, managing member, fiduciary, employee or
      agent of any other Enterprise shall be reduced by any amount Indemnitee has
      actually received as indemnification, hold harmless or exoneration payments
      or
      advancement of expenses from such Enterprise.

     

    18.
        Duration
      Of Agreement.
      All
      agreements and obligations of the Company contained herein shall continue during
      the period Indemnitee serves as a director or officer of the Company or as
      a
      director, officer, trustee, partner, managing member, fiduciary, employee or
      agent of any other corporation, partnership, joint venture, trust, employee
      benefit plan or other Enterprise which Indemnitee serves at the request of
      the
      Company and shall continue thereafter so long as Indemnitee shall be subject
      to
      any possible Proceeding (including any rights of appeal thereto and any
      Proceeding commenced by Indemnitee pursuant to Section 14 of this Agreement)
      by
      reason of his Corporate Status, whether or not he is acting in any such capacity
      at the time any liability or expense is incurred for which indemnification
      can
      be provided under this Agreement.

     

    19.
        Severability.
      If any
      provision or provisions of this Agreement shall be held to be invalid, illegal
      or unenforceable for any reason whatsoever: (a) the validity, legality and
      enforceability of the remaining provisions of this Agreement (including, without
      limitation, each portion of any Section, paragraph or sentence of this Agreement
      containing any such provision held to be invalid, illegal or unenforceable,
      that
      is not itself invalid, illegal or unenforceable) shall not in any way be
      affected or impaired thereby and shall remain enforceable to the fullest extent
      permitted by law; (b) such provision or provisions shall be deemed reformed
      to
      the extent necessary to conform to applicable law and to give the maximum effect
      to the intent of the parties hereto; and (c) to the fullest extent possible,
      the
      provisions of this Agreement (including, without limitation, each portion of
      any
      Section, paragraph or sentence of this Agreement containing any such provision
      held to be invalid, illegal or unenforceable, that is not itself invalid,
      illegal or unenforceable) shall be construed so as to give effect to the intent
      manifested thereby.

     

    20.
        Enforcement
      And Binding Effect.

     

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

     

    (b)
        Without
      limiting any of the rights of Indemnitee under the Charter or Bylaws of the
      Company as they may be amended from time to time, 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.

     

    
      
        
        

      

      
        16

        
          

        

      

      
        
        

      

    

    (c)
        The
      indemnification, hold harmless, exoneration and advancement of expenses rights
      provided by or granted pursuant to this Agreement shall be binding upon and
      be
      enforceable by the parties hereto and their respective successors and assigns
      (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), shall continue as to an Indemnitee who has ceased to be a director,
      officer, employee or agent of the Company or of any other Enterprise at the
      Company’s request, and shall inure to the benefit of Indemnitee and his or her
      spouse, assigns, heirs, devisees, executors and administrators and other legal
      representatives.

     

    (d)
        The
      Company shall require and cause any successor (whether direct or indirect by
      purchase, merger, consolidation or otherwise) to all, substantially all or
      a
      substantial part, of the business and/or assets of the Company, by written
      agreement in form and substance satisfactory to the Indemnitee, expressly to
      assume and agree to perform this Agreement in the same manner and to the same
      extent that the Company would be required to perform if no such succession
      had
      taken place.

     

    (e)
        The
      Company and Indemnitee agree herein that a monetary remedy for breach of this
      Agreement, at some later date, may be inadequate, impracticable and difficult
      of
      proof, and further agree that such breach may cause Indemnitee irreparable
      harm.
      Accordingly, the parties hereto agree that Indemnitee may enforce this Agreement
      by seeking injunctive relief and/or specific performance hereof, without any
      necessity of showing actual damage or irreparable harm and that by seeking
      injunctive relief and/or specific performance, Indemnitee shall not be precluded
      from seeking or obtaining any other relief to which he may be entitled. The
      Company and Indemnitee further agree that Indemnitee shall be entitled to such
      specific performance and injunctive relief, including temporary restraining
      orders, preliminary injunctions and permanent injunctions, without the necessity
      of posting bonds or other undertaking in connection therewith. The Company
      acknowledges that in the absence of a waiver, a bond or undertaking may be
      required of Indemnitee by the Court, and the Company hereby waives any such
      requirement of such a bond or undertaking.

     

    21.
        Modification
      And Waiver.
      No
      supplement, modification or amendment of this Agreement shall be binding unless
      executed in writing by 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 of this Agreement nor shall any waiver constitute a continuing
      waiver.

     

    22.
        Notices. All
      notices, requests, demands and other communications under this Agreement shall
      be in writing and shall be deemed to have been duly given (i) if delivered
      by
      hand and receipted for by the party to whom said notice or other communication
      shall have been directed, or (ii) mailed by certified or registered mail with
      postage prepaid, on the third (3rd) business day after the date on which it
      is
      so mailed:

     

    (a)
        If
      to
      Indemnitee, at the address indicated on the signature page of this Agreement,
      or
      such other address as Indemnitee shall provide in writing to the
      Company.

     

    
      
        
        

      

      
        17

        
          

        

      

      
        
        

      

    

     

    (b)
        If
      to the
      Company, to:

     

    ARIAD
      Pharmaceuticals, Inc.

    26
      Landsdowne Street

    Cambridge,
      MA 02139

    Attention:
      Chief Legal Officer

    


    or
      to any
      other address as may have been furnished to Indemnitee in writing by the
      Company.

    


    23.
        Applicable
      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. Except with respect to any
      arbitration commenced by Indemnitee pursuant to Section 14(a) of this Agreement,
      the Company and Indemnitee hereby irrevocably and unconditionally: (a) agree
      that any action or proceeding arising out of or in connection with this
      Agreement shall be brought only in 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; (b) 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; (c) appoint irrevocably, to the extent such party is not
      a
      resident of the State of Delaware, RL&F Service Corp., One Rodney Square,
      10th Floor, 10th and King Streets, Wilmington, Delaware 19801 as its agent
      in
      the State of Delaware as such party’s agent for acceptance of legal process in
      connection with any such action or proceeding against such party with the same
      legal force and validity as if served upon such party personally within the
      State of Delaware; (d) waive any objection to the laying of venue of any such
      action or proceeding in the Delaware Court; and (e) 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, or is
      subject (in whole or in part) to a jury trial.

     

    24.
        Identical
      Counterparts.
      This
      Agreement may be executed in one or more counterparts, each of which shall
      for
      all purposes be deemed to be an original but all of which together shall
      constitute one and the same Agreement. Only one such counterpart signed by
      the
      party against whom enforceability is sought needs to be produced to evidence
      the
      existence of this Agreement.

     

    25.
        Miscellaneous.
      Use of
      the masculine pronoun shall be deemed to include usage of the feminine pronoun
      where appropriate. 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.

     

    
      
        
        

      

      
        18

        
          

        

      

      
        
        

      

    

     

    IN
      WITNESS
      WHEREOF, the parties have caused this Agreement to be signed as of the day
      and
      year first above written.

    


      
        	
                ARIAD
                  PHARMACEUTICALS, INC.

              	 	
                INDEMNITEE

              
	 	 	 
	
                By:

              	 	 
	
                Harvey
                  J. Berger, M.D.

              	 	
                Name:
                  

              
	
                Chairman
                  and Chief Executive Officer

              	 	
                Address:
                  

              


      

    

     

    19