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Exhibit 99.2
INDEMNITY AGREEMENT
THIS
AGREEMENT is made and entered into this 18th day of December, 2006,
by
and between Dendreon Corporation, a Delaware corporation (the
"Corporation"),
and Gregory T. Schiffman ("Agent").
RECITALS
WHEREAS, Agent performs a valuable service to Corporation in the
capacity
of an officer of the Corporation;
WHEREAS, the stockholders of the Corporation have adopted bylaws
(the
"Bylaws") providing for the indemnification of the directors,
officers,
employees and other agents of the Corporation, including persons
serving at the
request of the Corporation in such capacities with other
corporations or
enterprises, as authorized by the Delaware General Corporation Law,
as amended
(the "Code");
WHEREAS, the Bylaws and the Code, by their non-exclusive nature,
permit
contracts between the Corporation and its agents, officers,
employees and other
agents with respect to indemnification of such persons; and
WHEREAS, in order to induce Agent to continue to serve as an
officer of the
Corporation, the Corporation has determined and agreed to enter
into this
Agreement with Agent.
NOW,
THEREFORE, in consideration of Agent's continued service as an
officer
after the date hereof, the parties hereto agree as follows:
AGREEMENT
1.
SERVICES TO THE CORPORATION. Agent will serve, at the will of
the
Corporation or under separate contract, if any such contract
exists, as an
officer of the Corporation or as a director, officer or other
fiduciary of an
affiliate of the Corporation (including any employee benefit plan
of the
Corporation) faithfully and to the best of his ability so long as
he is duly
elected and qualified in accordance with the provisions of the
Bylaws or other
applicable charter documents of the Corporation or such affiliate;
provided,
however, that Agent may at any time and for any reason resign from
such position
(subject to any contractual obligation that Agent may have assumed
apart from
this Agreement) and that the Corporation or any affiliate shall
have no
obligation under this Agreement to continue Agent in any such
position.
2.
INDEMNITY OF AGENT. The Corporation hereby agrees to hold harmless
and
indemnify Agent to the fullest extent authorized or permitted by
the provisions
of the Bylaws and the Code, as the same may be amended from time to
time (but,
only to the extent that such amendment permits the Corporation to
provide
broader indemnification rights than the Bylaws or the Code
permitted prior to
adoption of such amendment).
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3.
ADDITIONAL INDEMNITY. In addition to and not in limitation of
the
indemnification otherwise provided for herein, and subject only to
the
exclusions set forth in Section 4 hereof, the Corporation hereby
further agrees
to hold harmless and indemnify Agent:
(A) against any and all expenses (including attorneys' fees),
witness
fees, damages, judgments, fines and amounts paid in settlement and
any
other amounts that Agent becomes legally obligated to pay because
of any
claim or claims made against him in connection with any threatened,
pending
or
completed action, suit or proceeding, whether civil, criminal,
arbitrational, administrative or investigative (including an action
by or
in
the right of the Corporation) to which Agent is, was or at any
time
becomes a party, or is threatened to be made a party, by reason of
the fact
that
Agent is, was or at any time becomes a director, officer, employee
or
other agent of the Corporation, or is or was serving or at any time
serves
at
the request of the Corporation as a director, officer, employee or
other
agent of another corporation, partnership, joint venture, trust,
employee
benefit plan or other enterprise; and
(B) otherwise to the fullest extent as may be provided to Agent by
the
Corporation under the non-exclusivity provisions of the Code and
Section 42
of
the Bylaws.
4.
LIMITATIONS ON ADDITIONAL INDEMNITY. No indemnity pursuant to
Section 3
hereof shall be paid by the Corporation:
(A) on account of any claim against Agent solely for an accounting
of
profits made from the purchase or sale by Agent of securities of
the
Corporation pursuant to the provisions of Section 16(b) of the
Securities
Exchange Act of 1934 and amendments thereto or similar provisions
of any
federal, state or local statutory law;
(B) on account of Agent's conduct that is established by a
final
judgment as knowingly fraudulent or deliberately dishonest or
that
constituted willful misconduct;
(C) on account of Agent's conduct that is established by a
final
judgment as constituting a breach of Agent's duty of loyalty to
the
Corporation or resulting in any personal profit or advantage to
which Agent
was
not legally entitled;
(D) for which payment is actually made to Agent under a valid
and
collectible insurance policy or under a valid and enforceable
indemnity
clause, bylaw or agreement, except in respect of any excess beyond
payment
under such insurance, clause, bylaw or agreement;
(E) if indemnification is not lawful (and, in this respect, both
the
Corporation and Agent have been advised that the Securities and
Exchange
Commission believes that indemnification for liabilities arising
under the
federal securities laws is against
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public policy and is, therefore, unenforceable and that claims
for
indemnification should be submitted to appropriate courts for
adjudication); or
(F) in connection with any proceeding (or part thereof) initiated
by
Agent, or any proceeding by Agent against the Corporation or its
directors,
officers, employees or other agents, unless (i) such
indemnification is
expressly required to be made by law, (ii) the proceeding was
authorized by
the
Board of Directors of the Corporation, (iii) such indemnification
is
provided by the Corporation, in its sole discretion, pursuant to
the powers
vested in the Corporation under the Code, or (iv) the proceeding
is
initiated pursuant to Section 9 hereof.
5.
CONTINUATION OF INDEMNITY. All agreements and obligations of
the
Corporation contained herein shall continue during the period Agent
is a
director, officer, employee or other agent of the Corporation (or
is or was
serving at the request of the Corporation as a director, officer,
employee or
other agent of another corporation, partnership, joint venture,
trust, employee
benefit plan or other enterpri
