Exhibit 10.6
INDEMNITY
AGREEMENT
T HIS A GREEMENT is made and entered into this 15
th
day of August, 2005 by
and between Dendreon Corporation, a Delaware corporation (the
“Corporation”), and Michelle Burris
(“Agent”).
R ECITALS
W HEREAS , Agent performs a valuable service to Corporation
in the capacity of an officer of the Corporation;
W HEREAS , 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”);
W HEREAS , 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
W HEREAS , 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.
N OW ,
T HEREFORE
, in consideration of Agent’s continued
service as an officer after the date hereof, the parties hereto
agree as follows:
A GREEMENT
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).
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 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, partne
