<PAGE>
Exhibit 10.66
INDEMNIFICATION AGREEMENT
-------------------------
This
Indemnification Agreement, dated as of January 2, 2004, is made by
and
between Antares Pharma, Inc., a Minnesota
corporation (the "Company"), and
_______________ (the "Indemnitee"), an
agent (as hereinafter defined) of the
Company.
R E C I T A L S
- - - - - - - -
A. The Company recognizes
that competent and experienced persons are
sometimes reluctant to serve as directors
or officers of corporations unless
they are protected by comprehensive
liability insurance or indemnification, or
both, due to increased exposure to
litigation costs and risks resulting from
their service to such corporations, and due
to the fact that the exposure
frequently bears no reasonable relationship
to the compensation of such
directors and officers;
B. The statutes and
judicial decisions regarding the duties of directors
and officers are often difficult to apply,
ambiguous, or conflicting, and
therefore fail to provide such directors
and officers with adequate, reliable
knowledge of legal risks to which they are
exposed or information regarding the
proper course of action to take;
C. The Company and the
Indemnitee recognize that because plaintiffs
often seek damages in such large amounts
and the costs of litigation may be
onerous (whether or not the case is
meritorious), the defense and/or settlement
of such litigation is often beyond the
personal resources of directors and
officers;
D. The Company believes
that it is unfair for its directors and officers
to assume the risk of personal judgments
and other expenses which may occur in
cases in which the director or officer
received no personal profit and in cases
where the director or officer was not
culpable;
E. The Company believes
that the interests of the Company and its
shareholders would best be served by a
combination of the Company's liability
insurance and the indemnification by the
Company of its directors and officers;
F. In accordance with the
provisions of Minnesota Statutes, Section
302A.521, subd. 2, the Company is required
to indemnify the Indemnitee;
G. The Company's Board of
Directors has determined that contractual
indemnification as set forth herein is not
only reasonable and prudent but
necessary to promote the best interests of
the Company and its shareholders;
H. The Company desires
and has requested the Indemnitee to serve or
continue to serve as a director or officer
of the Company free from undue
concern for claims for damages arising out
of or related to such services to the
Company; and
<PAGE>
I. The Indemnitee is
willing to serve, or to continue to serve, the
Company, only on the condition that he is
furnished the indemnity provided for
herein.
A G R E E M E N T
- - - - - - - - -
NOW, THEREFORE,
in consideration of the mutual covenants and agreements set
forth below, the parties hereto, intending
to be legally bound, hereby agree as
follows:
1.
Definitions.
(a) Agent. For purposes of this Agreement, "agent" of the
Company
means any person who is or was a director,
officer, manager, employee or other
agent of the Company or a subsidiary of the
Company; or is or was serving at the
request of the Company or a subsidiary of
the Company as a director, officer,
manager, employee or agent of another
foreign or domestic corporation,
partnership, limited liability company,
joint venture, trust or other
enterprise; or was a director, officer,
manager, employee or agent of a foreign
or domestic corporation which was a
predecessor corporation of the Company or a
subsidiary of the Company; or was a
director, officer, manager, employee or
agent of another foreign or domestic
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 such predecessor corporation.
(b) Expenses. For purposes of this Agreement, "expenses"
includes
all reasonable direct and indirect costs of
any type or nature whatsoever
(including, without limitation, reasonable
attorneys' fees and related
disbursements, other out of pocket costs
and reasonable compensation for time
spent by the Indemnitee for which he or she
is not otherwise compensated by the
Company or any third party, provided that
the rate of compensation and estimated
time involved is approved by the Board of
Directors, which approval shall not be
unreasonably withheld), actually and
reasonably incurred by the Indemnitee in
connection with either the investigation,
defense or appeal of a proceeding or
establishing or enforcing a right to
indemnification under this Agreement,
Minnesota law or otherwise.
(c) Proceedings. For the purpose of this Agreement,
"proceeding"
shall include, without limitation, the
investigation, preparation, prosecution,
defense, settlement, arbitration and appeal
of, and the giving of testimony in,
any threatened, pending or completed
action, suit or proceeding, whether civil,
criminal, administrative or
investigative.
(d) Subsidiary. For purposes of this Agreement, "subsidiary"
means any foreign or domestic corporation,
partnership, limited liability
company, joint venture, trust or other
enterprise of which more than 50% of the
outstanding voting securities (or
comparable interests) are owned directly or
indirectly by the Company, by the Company
and one or more other subsidiaries, or
by one or more other subsidiaries.
(e) Other Enterprise. For purposes of this Agreement, "other
enterprise" shall include employee benefit
plans; references to "fines" shall
include any excise tax assessed with
respect to any employee benefit plans;
references to "serving at the request of
the Company" shall include any service
as a director, officer, manager, employee
or agent of the Company which imposes
duties on, or involves services by, such
director, officer, manager, employee or
agent with respect to an employee benefit
plan, its participants, or
beneficiaries; if
-2-
<PAGE>
the Indemnitee acts in good faith and in a
manner he reasonably believes to be
in the best interest of the participants
and beneficiaries of an employee
benefit plan, he shall be deemed to have
acted in a manner "not opposed to the
best interests of the Company" as referred
to in this Agreement.
(f) Company. "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, managers, employees or
agents, so that any person who is or
was a director, officer, manager, employee
or agent of such constituent
corporation, or is or was serving at the
request of such constituent corporation
as a director, officer, manager, employee
or agent of another corporation,
partnership, limited liability company,
joint venture, trust or other
enterprise, shall stand in the same
position under the provisions of this
Agreement with respect to the resulting or
surviving corporation as he would
have with respect to such constituent
corporation if its separate existence had
continued.
2. Agreement to Serve. The
Indemnitee agrees to serve and/or
continue to serve as an agent of the
Company, at its will (or under separate
agreement, if such agreement now or
hereafter exists), in the capacity
Indemnitee currently serves (or in such
other positions which he agrees to
assume) as an agent of the Company, so long
as he is duly appointed or elected
and qualified in accordance with the
applicable provisions of the Bylaws of the
Company, any subsidiary of the Company, or
any applicable other foreign or
domestic corporation, partnership, limited
liability company, joint venture,
trust or other enterprise, or until such
time as he tenders his resignation in
writing; provided, however, that nothing
contained in this Agreement is intended
to create any right to continued employment
by Indemnitee in any capacity.
3. Indemnity in
Third Party Proceedings. The Company shall indemnify
the Indemnitee if the Indemnitee is a party
to or threatened to be made a party
to or otherwise involved in any proceeding
(other than a proceeding by or in the
name of the Company to procure judgment in
its favor) by reason of the fact that
the Indemnitee is or was an agent of the
Company, or by reason of any act or
inaction by him in any such capacity,
against any and all expenses and
liabilities of any type whatsoever
(including, but not limited to, settlements,
judgments, fines and penalties), actually
and reasonably incurred by him in
connection with the investigation, defense,
settlement or appeal of such
proceeding, but only if the 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, with respect to any criminal
action or proceeding, had no
reasonable cause to believe his conduct was
unlawful. The termination of any
proceeding by judgment, order of court,
settlement, conviction or on plea of
nolo contendere, or its equivalent, shall
not, of itself, create a presumption
that Indemnitee did not act in good faith
in a manner which he reasonably
believed to be in the best interests of the
Company, and with respect to any
criminal proceedings, that such person had
reasonable cause to believe that his
