Exhibit
10.24
CHEMOKINE THERAPEUTICS
CORP.
INDEMNIFICATION
AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this
“ Agreement ”) is effective as of
·
, 2007, by and between
______________________ (“ Indemnitee ”) and
Chemokine Therapeutics Corp., a Delaware corporation (the “
Company ”).
WHEREAS, the Company and Indemnitee
recognize the significant cost of directors’ and
officers’ liability insurance and the general reductions in
the coverage of such insurance;
WHEREAS, the Company and Indemnitee
further recognize the substantial increase in corporate litigation
in general, subjecting officers and directors to expensive
litigation risks at the same time as the coverage of liability
insurance has been severely limited; and
WHEREAS, the Company desires to attract
and retain the services of highly qualified individuals, such as
Indemnitee, to serve as officers and directors of the Company and
to indemnify its officers and directors so as to provide them with
the maximum protection permitted by law.
NOW, THEREFORE, in consideration for
Indemnitee’s services as an officer and/or director of the
Company, the Company and Indemnitee hereby agree as
follows:
1.
Indemnification
.
(a)
Third Party Proceedings
. The Company shall hold harmless and
indemnify Indemnitee to the fullest extent permitted by the
Delaware General Corporation Law (the “ Statute
”). The Company shall indemnify Indemnitee if
Indemnitee was or is a party, target, or witness or is threatened
to be made a party, target, or witness in any threatened, pending
or completed action, suit, investigation, proceeding or any alternative
dispute resolution mechanism, whether civil, criminal,
administrative or investigative (other than an action by or in the
right of the Company) (a “ Third Party Proceeding
”) by reason of the fact that Indemnitee is or was an officer
and/or director of the Company, or of any subsidiary of the
Company, 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 Third Party
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
Third Party 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, and,
with respect to any criminal action or proceeding, 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, suit, investigation, proceeding or any
alternative dispute resolution mechanism by or in the right of the
Company or any subsidiary of the Company to procure a judgment in
its favor ( a “ Company Proceeding ”) by reason
of the fact that Indemnitee is or was an officer and/or director of
the Company, or any subsidiary of the Company, 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
actually and reasonably incurred by Indemnitee in connection with
the defense or settlement of such Company 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,
except that no indemnification shall be made in respect of any
claim, issue or matter as to which Indemnitee shall have been
adjudged to be liable to the Company unless and only to the extent
that the Court of Chancery of the State of Delaware or the court in
which such action or suit was brought 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 indemnity for such expenses which the Court
of Chancery of the State of Delaware or such other 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 or in connection with any Third Party Proceeding or
Company Proceeding referred to in Subsections (a) and (b) of
this Section 1, or otherwise in defense of any claim, issue or
matter therein (collectively, a “ Proceeding ”),
Indemnitee shall be indemnified against expenses (including
attorneys’ fees) actually and reasonably incurred by
Indemnitee in connection therewith.
2.
Expenses; Indemnification
Procedure .
(a)
Advancement of Expenses
. The Company shall advance all expenses
actually and reasonably incurred by Indemnitee in connection with
the investigation, defense, settlement or appeal of any Proceeding
(but not amounts actually paid in settlement of any such
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. The advances to be made hereunder
shall be paid by the Company to Indemnitee within thirty (30)
days following delivery of a written request therefor by Indemnitee
to the Company.
(b)
Notice/Cooperation by
Indemnitee . Indemnitee shall,
as a condition precedent to his 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 at the address shown on the signature page of this
Agreement (or such other address as the Company shall designate in
writing to Indemnitee). Notice shall be deemed received three
business days after the date postmarked if sent by domestic
certified or registered mail, properly addressed; otherwise notice
shall be deemed received when such notice shall actually be
received by the Company.
- 2 -
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 2 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 12 of this Agreement, Indemnitee shall also be entitled to
be paid for the reasonable expenses (including reasonable
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 there was
either (i) a determination made by the Company 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, or (ii) on good faith referral and consideration
pursuant to Section 145(d) of the Statute there has been no
determination that indemnification is proper in the circumstances.
However, Indemnitee shall be entitled to receive interim payments
of expenses pursuant to Subsection 2(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 2(b) hereof, the Company has
directors’ and officers’ liability insurance in effect,
the Company shall give prompt notice of the commencement of such
proceeding to the insurers in accordance with the procedures set
forth in the respective policies. The Company shall thereafter take
all necessary or desirable action to cause such insurers to pay, on
behalf of the Indemnitee, all amounts payable as a
result
