INDEMNIFICATION AGREEMENT

Exhibit 10.16

INDEMNIFICATION AGREEMENT

This Agreement dated ●

BETWEEN:

● , of ●

(“Indemnitee”)

AND:

(“Angiotech”)

BACKGROUND

A.

The Indemnitee has agreed to continue to be employed by Angiotech’s US subsidiary, Angiotech Pharmaceuticals (US), Inc. (“Angiotech US”), in the position of ●, on and subject to the terms and conditions of an Executive Employment Agreement dated ●.

B.

As part of that employment relationship, the Indemnitee has agreed that Angiotech US may ask the Indemnitee to serve as an officer of Angiotech and/or as a director and/or officer of one or more of Angiotech’s affiliates or subsidiaries (in addition to serving in the position of ●).

C.

Subject to the Business Corporations Act (British Columbia), Angiotech’s articles authorize Angiotech to indemnify the Indemnitee for liabilities and expenses that may be incurred by the Indemnitee by reason of the Indemnitee being a director, officer, or employee of Angiotech, or of an affiliate or subsidiary of Angiotech, or of any other entity at Angiotech’s request.

D.

Angiotech wishes to indemnify the Indemnitee in certain circumstances for liabilities and expenses that the Indemnitee may incur by reason of the Indemnitee being a director, officer, or employee of Angiotech, or of an affiliate or subsidiary of Angiotech, or of any other entity at Angiotech’s request, in accordance with this Agreement.

AGREEMENTS

For good and valuable consideration, the receipt and sufficiency of which each party acknowledges, the parties agree as follows:

1.

DEFINITIONS

1.1

In this Agreement:

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(a)

“ Act ” means the Business Corporations Act (British Columbia), as amended from time to time, or any successor legislation;

(b)

“Associated Corporation” means

(i)

a corporation that is or was an affiliate or subsidiary of Angiotech, at a time when the Indemnitee is or was a director, officer, or employee of the corporation,

(ii)

another corporation of which the Indemnitee is or has been, at Angiotech’s request, a director, officer, or employee, or

(iii)

a partnership, trust, joint venture, or other unincorporated entity of which the Indemnitee holds or has held, at Angiotech’s request, a position equivalent to that of a director or officer, or is or has been, at Angiotech’s request, an employee;

(c)

“Board” means the Board of Directors of Angiotech;

(d)

“Eligible Penalty” means a judgment, penalty, or fine awarded or imposed in, or an amount paid in settlement of, an Eligible Proceeding;

(e)

“Eligible Proceeding” means a Proceeding in which the Indemnitee, or any of the Indemnitee’s heirs, successors, or personal or other legal representatives

(i)

is or may be joined as a party, or

(ii)

is or may be liable for or in respect of a judgment, penalty, or fine in, or Expenses related to, the Proceeding,

by reason of the Indemnitee being or having been a director, officer, or employee of, or holding or having held a position equivalent to that of a director or officer of, Angiotech or an Associated Corporation;

(f)

“Expenses” includes costs, charges, and expenses, including legal and other fees, incurred in respect of a Proceeding, but does not include judgments, penalties, fines, or amounts paid in settlement of a Proceeding;

(g)

“Indemnitee” includes, except in paragraphs  and , ,  and , , and , both the Indemnitee and the Indemnitee’s heirs, successors, and personal or other legal representatives, but does not include anyone else;

(h)

“Proceeding” includes any legal proceeding or investigative action, whether current, threatened, pending, or completed.

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2.

INDEMNIFICATION

2.1

Subject to the provisions of this Agreement, Angiotech will, to the fullest extent permitted by law:

(a)

indemnify and save harmless the Indemnitee from and against any and all Eligible Penalties for which the Indemnitee is or may be liable, and

(b)

after the final disposition of an Eligible Proceeding, pay the Expenses actually and reasonably incurred by the Indemnitee in respect of that Eligible Proceeding.

2.2

Subject to paragraphs  and , at the request of the Indemnitee, Angiotech will pay Expenses referred to in paragraph  in advance, to the extent Angiotech determines it to be necessary or appropriate to do so to enable the Indemnitee to properly investigate, defend, or appeal the applicable Eligible Proceeding.

2.3

This Agreement is effective as of ●, and will continue in effect after the Indemnitee ceases to be a director, officer, or employee, or to hold a position equivalent to that of a director or officer, of Angiotech or any Associated Corporation.

3.

LIMITATIONS AND CONDITIONS

3.1

Despite any other provision of this Agreement, Angiotech will not indemnify the Indemnitee in respect of or in relation to any Eligible Proceeding or any Eligible Penalties incurred therein, or pay any Expenses of the Indemnitee in respect of or in relation to any Eligible Proceeding:

(a)

if Angiotech is prohibited under the Act or any other applicable law from making such payments;

(b)

if the Eligible Proceeding is or was brought against the Indemnitee by or on behalf of Angiotech or an Associated Corporation;

(c)

if, in relation to the subject matter of the Eligible Proceeding, the Indemnitee did not act honestly and in good faith, with a view to, or with sufficient regard for, the best interests of Angiotech and of any applicable Associated Corporation;

(d)

in the case of an Eligible Proceeding other than a civil proceeding, if the Indemnitee did not have reasonable grounds for believing that the Indemnitee’s conduct in respect of which the Eligible Proceeding was brought was lawful;

(e)

if the Indemnitee makes an admission of liability or guilt or enters into a settlement with respect to the Eligible Proceeding without Angiotech’s consent contrary to paragraph , to the extent any Eligible Penalties or Expenses are incurred as a result of that admission or settlement;

(f)

if, after Angiotech decides under paragraph  to assume and direct the carriage of the defence and handling of the Eligible Proceeding, the Indemnitee unreasonably withholds consent to a request by Angiotech to enter into a settlement with respect to the Eligible Proceeding under paragraph , to the extent that any Expenses are incurred thereafter, and to the extent that any Eligible Penalties, or any portion thereof, may not have been incurred if the Indemnitee had consented to such admission or settlement;

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(g)

if, after Angiotech decides under paragraph  to assume and direct the carriage of the defence and handling of the Eligible Proceeding, the Indemnitee incurs any Expenses in relation to the Eligible Proceeding that are not consented to or authorized by Angiotech or otherwise authorized under this Agreement, to the extent of such unauthorized Expenses;

(h)

to the extent that such indemnification has been provided, or payments made, to or on behalf of the Indemnitee by an insurer under a policy of insurance maintained by Angiotech or an Associated Corporation;

(i)

to the extent that the Indemnitee may have become disentitled from receiving such indemnification from, or having such payments made by, an insurer under a policy of insurance maintained by Angiotech or an Associated Corporation, as a result of the Indemnitee breaching any term or condition of the applicable policy of insurance contrary to paragraph , or exercising any right under the applicable policy of insurance without Angiotech’s consent contrary to paragraph ; or

(j)

to the extent that Angiotech or any Associated Corporation indemnifies or pays the Expenses of the Indemnitee in respect of or in relation to the Eligible Proceeding other than under this Agreement.

3.2

The Board will determine whether the Indemnitee is or will be disentitled under paragraph  from receiving any payment, or any portion thereof, under this Agreement.

3.3

The Board may make a determination under paragraph  before or after the disposition of the applicable Eligible Proceeding.

3.4

Despite any determination the Board may previously have made under paragraph , if, after making any payment to the Indemnitee under this Agreement, including any payment made under paragraph  or , the Board acquires information indicating that the Indemnitee was or ought to have been disentitled from receiving that payment, or any portion thereof, under paragraph  or any other provision of this Agreement, the Board may require the Indemnitee to repay Angiotech forthwith the amount of such payment, or the applicable portion thereof.

3.5

If the Board requires the Indemnitee to repay Angiotech any amount under paragraph , or if it is otherwise determined by an arbitrator under Part  that the Indemnitee is required to repay Angiotech any amount that the Indemnitee was not entitled to receive under this Agreement or otherwise by law:

(a)

the Indemnitee will repay that amou