INDEMNITY AGREEMENT

Exhibit 10.6

INDEMNITY AGREEMENT

THIS INDEMNITY AGREEMENT, dated as of                , 200  , between Biosite Incorporated, a Delaware corporation (the “Corporation”), and                (the “Indemnitee”),

W I T N E S S E T H:

WHEREAS, Indemnitee is a director, officer, employee or other agent of the Corporation, or is serving at the request of the Corporation as a director, officer, employee or other agent of another corporation, partnership, joint venture, trust or other enterprise (an “Alternate Enterprise”) and in such capacity is performing a valuable service for the Corporation; and

WHEREAS, Indemnitee is willing to serve, continue to serve, and take on additional service for or on behalf of the Corporation on the condition that he or she be indemnified as herein provided; and

WHEREAS, it is intended that Indemnitee shall be paid promptly by the Corporation all amounts necessary to effectuate in full the indemnity provided herein:

NOW THEREFORE, in consideration of the premises and the covenants in this Agreement, and intending to be legally bound hereby, the parties hereto agree as follows:

1              Services by Indemnitee.  Indemnitee agrees to serve as a director, officer, employee or other agent of the Corporation, or at the request of the Corporation as a director, officer, employee or other agent of an Alternate Enterprise, so long as he or she is duly appointed or elected and qualified in accordance with the applicable provisions of the Restated Certificate of Incorporation and Bylaws of the Corporation or the applicable charter documents of any Alternate Enterprise, and until such time as he or she resigns or fails to stand for election or is removed from his or her position.  Indemnitee may at any time and for any reason resign or be removed from such position (subject to any other contractual obligation or other obligation imposed by operation of law), in which event the Corporation shall have no obligation under this Agreement to continue Indemnitee in any such position.

2.             Indemnification.

(a)           The Corporation shall indemnify Indemnitee against Expenses and Liabilities in connection with any Proceeding arising out of acts or omissions of Indemnitee occurring during Indemnitee’s service as a director, officer, employee or other agent of the Corporation, or during Indemnitee’s service at the request of the Corporation as a director, officer, employee or other agent of an Alternate Enterprise, or to the fullest extent permitted by the Delaware General Corporation Law (the “DGCL”) or the Restated Certificate of Incorporation or Bylaws of the Corporation in effect on the date hereof or as the DGCL or such Restated Certificate of Incorporation or Bylaws may from time to time be amended (but, in the case of any such amendment, only to the extent such amendment permits the Corporation to provide broader

indemnification rights than the DGCL or such Restated Certificate of Incorporation or Bylaws permitted the Corporation to provide before such amendment).  The right to indemnification provided in the Restated Certificate of Incorporation and Bylaws of the Corporation shall be presumed to have been relied upon by Indemnitee in serving or continuing to serve the Corporation and shall be enforceable as a contract right.  Without diminishing the scope of the indemnification provided by this Section 2, the Corporation shall indemnify Indemnitee whenever he or she is or was a party or is or was threatened to be made a party to any Proceeding, including without limitation any such Proceeding brought by or in the right of the Corporation, because he or she is or was 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 an Alternate Enterprise, or because of anything done or not done by Indemnitee in any such capacity, against Expenses and Liabilities actually and reasonably incurred by Indemnitee or on his or her behalf in connection with such Proceeding, including the costs of any investigation, defense, settlement or appeal, except that no indemnification shall be made with respect to any claim, issue or matter if Indemnitee is or was finally adjudged to be liable to the Corporation by a court of competent jurisdiction due to his or her gross negligence or willful misconduct unless and to the extent that a Delaware Court of Chancery or the court in which the action was heard determines that Indemnitee is or was entitled to indemnification for such amounts as the court deems proper.  In addition to, and not as a limitation of, the foregoing, the rights of indemnification of Indemnitee provided under this Agreement shall include those rights set forth in Sections 3, 7, 8 and 13 below.

(b)           Indemnitee shall be paid promptly by the Corporation all amounts necessary to effectuate the foregoing indemnity.

(c)           Indemnitee shall be entitled under this Agreement to indemnification by the Corporation for a portion of the Expenses and Liabilities that Indemnitee becomes legally obligated to pay in connection with any Proceeding referred to in paragraph (a) above even if not entitled hereunder to indemnification for the total amount thereof, and the Corporation shall indemnify Indemnitee for the portion thereof to which Indemnitee is entitled.

3.             Advancement of Expenses.  All reasonable Expenses incurred by or on behalf of Indemnitee shall be advanced from time to time by the Corporation to Indemnitee within thirty (30) days after the Corporation’s receipt of a written request for an advance of Expenses, whether prior to or after final disposition of a Proceeding (except to the extent that there has been a Final Adverse Determination that Indemnitee is not entitled to be indemnified for such Expenses), including without limitation any Proceeding brought by or in the right of the Corporation.  The written request for an advancement of any and all Expenses under this paragraph shall contain reasonable detail of the Expenses incurred by Indemnitee.  If required by the DGCL at the time of such advance, Indemnitee hereby agrees to repay the amounts advanced if it is ultimately determined that Indemnitee is not entitled to be indemnified pursuant to the terms of this Agreement.

4.             Limitations.  The foregoing indemnity and advancement of Expenses shall not apply:

(a)           to the extent that Indemnitee has been indemnified and reimbursed

pursuant to such insurance as the Corporation may maintain for Indemnitee’s benefit, or otherwise; provided, however, that notwithstanding the availability of such other indemnification and reimbursement, Indemnitee may claim indemnification and advancement of Expenses pursuant to this Agreement by assigning to the Corporation, at its request, Indemnitee’s claims under such insurance to the extent Indemnitee has been paid by the Corporation;

(b)           on account of any claim against Indemnitee solely for an accounting of profits made from the purchase or sale by Indemnitee 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;

(c)           on account of Indemnitee’s conduct that is established by a final judgment as constituting a breach of Indemnitee’s duty of loyalty to the Corporation or resulting in any personal profit or advantage to which Indemnitee was not legally entitled;

(d)           if indemnification is not lawful (and, in this respect, both the Corporation and Indemnitee have been advised that the Securities and Exchange Commission believes that indemnification for liabilities arising under the federal securities laws is against public policy and is, therefore, unenforceable and that claims for indemnification should be submitted to appropriate courts for adjudication); or

(e)           in connection with any proceeding (or part thereof) initiated by Indemnitee, or any proceeding by Indemnitee against the Corporation or its directors, officers, employees or other agents, unless (i) such indemnification is expressly required to be made by the DGCL, (ii) the proceeding was authorized by the Board of Directors of the Corporation (the “Board of Directors”), (iii) such indemnification is provided by the Corporation, in its sole discretion, pursuant to the powers vested in the Corporation under the DGCL, or (iv) the proceeding is initiated pursuant to Section 8 hereof.

5.             Insurance and Funding.  The Corporation may purchase and maintain insurance to protect itself and/or Indemnitee against any Expenses and Liabilities in connection with any Proceeding to the fullest extent permitted by the DGCL.  The Corporation may create a trust fund, grant an interest or use other means (including, without limitation, a letter of credit) to ensure the payment of such amounts as may be necessary to effect indemnification or advancement of Expenses as provided in this Agreement.

6.             Procedure for Determination of Entitlement to Indemnification.

(a)           Whenever Indemnitee believes that he or she is entitled to indemnification pursuant to this Agreement, Indemnitee shall submit a written request for indemnification to the Corporation.  Any request for indemnification shall include sufficient documentation or information reasonably available to Indemnitee to support his or her claim for indemnification.  Indemnitee shall submit such claim for indemnification within a reasonable time not to exceed five (5) years after any judgment, order, settlement, dismissal, arbitration award, conviction, acceptance of a plea of nolo contendere or its equivalent, final termination or other disposition or partial disposition of any Proceeding, whichever is the later date for which Indemnitee requests indemnification.  The President or the Secretary or other appropriate officer shall, promptly upon

receipt of Indemnitee’s request for indemnification, advise the Board of Directors in writing that Indemnitee has made such request.  Determination of Indemnitee’s entitlement to indemnification shall be made not later than ninety (90) days after the Corporation’s receipt of his or her written request for such indemnification.

(b)           The Indemnitee shall be entitled to select the forum in which Indemnitee’s request for indemnification will be heard, which selection shall be included in the written request for indemnification required in Section 6(a).  The forum shall be any one of the following:

(i)    The stockholders of the Corporation, who shall make the determination by majority vote or written consent;

(ii)   The Disinterested Directors, or if designated by a majority of such Disinterested Directors, a committee of the Board of Directors consisting entirely of Disinterested Directors, who shall make the determination by majority vote or written consent; or

(iii)  If there are no Disinterested Directors, by Independent Legal Counsel, who shall make the determination in a written opinion.

If Indemnitee fails to make such designation, his or her claim shall be heard in a forum selected by the Corporation in accordance with the DGCL, or shall be determined by an appropriate court of the State of Delaware.

7.             Fees and Expenses of Independent Legal Counsel.  The Corporation agrees to pay the reasonable fees and expenses of Independent Legal Counsel should such Independent Legal Counsel be retained to make a determination of Indemnitee’s entitlement to indemnification pursuant to Section 6 of this Agreement, and to fully indemnify such Independent Legal Counsel against any and all expenses and losses incurred by any of them arising out of or relating to this Agreement or their engagement pursuant hereto.

8.             Remedies of Indemnitee.

(a)           In the event that (i) a determination pursuant to Section 6 hereof is made that Indemnitee is not