Exhibit 10.56
INDEMNITY
AGREEMENT
THIS AGREEMENT made as of the
day of
, 2008.
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BETWEEN:
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—
[INSERT NAME OF DIRECTOR OR
OFFICER]
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(hereinafter referred to as the “
Indemnified Party ”)
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AND:
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Neuromed
Pharmaceuticals Ltd.
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Suite 301
– 2389 Health Sciences Mall, UBC
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Vancouver, BC
V6T 1Z4
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(hereinafter referred to as the “
Company ”)
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WHEREAS:
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A.
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the Company is
a company existing under the laws of the Province of British
Columbia;
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B.
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the Indemnified
Party is an officer and/or director of the Company and is or may
become an officer and/or director of another company (an “
Affiliate Company ”) either at the request of the
Company or at a time when such company is an affiliate of the
Company. For the purposes of this Agreement, a company is
affiliated with another company if (a) one of them is a
subsidiary of the other; (b) both of them are subsidiaries of
the same company; or (c) each of them is controlled by the
same person (a company is controlled by a person if that person
holds 50% or more of the voting rights attached to all of the
outstanding voting securities of that company); and
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C.
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the Company
wishes to provide an indemnity to the Indemnified Party on the
terms and conditions hereinafter contained.
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NOW THEREFORE in consideration of
the Indemnified Party acting as a director and/or officer of the
Company and/or of an Affiliate Company, and for other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the parties hereto agree as
follows:
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1.01
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The Indemnified
Party agrees to serve or continue to serve as a director or officer
of the Company (in the case of an officer of the Company, at the
will of the Company or under a separate contract, if any such
contract exists or shall hereafter exist) and/or as a director or
officer of an Affiliate Company honestly and in good faith with a
view to the best interests of the Company or an Affiliate Company
so long as he is duly elected, appointed or employed and qualified
in accordance with the provisions of the Business Corporations
Act (British Columbia) (the “ Act ”) and the
Articles of the Company or Affiliate Company as the case may be;
provided, however, that (i) the Indemnified Party may at any
time and for any reason resign from such position (subject to any
contractual obligations which the Indemnified Party shall have
assumed apart from this Agreement), and (ii) neither the
Company nor any Affiliate Company shall have any obligation under
this Agreement to continue the Indemnified Party in any such
position.
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2.01
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Subject to
subsection 2.03 below and any limitations contained in the Act, the
Company covenants and agrees to indemnify and hold harmless the
Indemnified Party to the fullest extent permitted by law,
(including but limited to the indemnity under the Act) from and
against any and all Losses which the Indemnified Party may
reasonably suffer, sustain, incur or be required to pay in respect
of any Claim, provided that the indemnity provided for in this
Section 2.01 will only be available if:
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(a)
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the Indemnified
Party was acting honestly and in good faith with a view to the best
interests of the Company or Affiliate Company, as the case may be;
and
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(b)
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in the case of
an action or proceeding that is not a civil action or proceeding,
the Indemnified Party had reasonable grounds for believing that the
Indemnified Party’s conduct in respect of which the action or
proceeding in question was brought was lawful.
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For the purposes of this Agreement,
“ proceeding ” shall include any civil,
criminal, administrative or investigative or other proceeding of
any nature or kind in which the Indemnified Party is involved
because of the Indemnified Party’s association with the
Company; “ Losses ” means all costs, charges,
expenses, losses, damages, fees (including any legal, professional
or advisory fees or disbursements), liabilities, amounts paid to
settle or dispose of any Claim or satisfy any judgment, fines,
penalties or liabilities, without limitation, and whether incurred
alone or jointly with others, including any amounts which the
Indemnified Party may reasonably suffer, sustain, incur or be
required to pay in respect of the investigation, defence,
settlement or appeal of or preparation for any Claim or with any
action to establish a right to indemnification under this
Agreement, and for greater certainty, includes all taxes, interest,
penalties and related outlays of the Indemnified Party arising from
any indemnification of the Indemnified Party by the Company
pursuant to this Agreement and “ Claim ”
includes any civil, criminal, administrative or investigative or
other proceeding of any nature or kind in which the Indemnified
Party is involved because of the Indemnified Party’s
association with the Company or an Affiliate Company.
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2.02
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Notwithstanding
any other provision of this Agreement, the indemnities provided in
this Agreement shall apply to the Indemnified Party in respect of
facts arising during the time the Indemnified Party was a director
or officer of the Company or of an Affiliate Company of which the
Company was then a shareholder and, in respect of such Affiliate
Company, the Company had designated the Indemnified Party as its
nominee director or officer.
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2.03
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Notwithstanding
any other provision herein, but subject to the Act, the Indemnified
Party is entitled to an indemnity from the Company in respect of
all costs, charges and expenses reasonably incurred by the
Indemnified Party in connection with the defence of any Claim, if
the Indemnified Party:
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(a)
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was not judged
by the court or other competent authority to have committed any
fault or omitted to do anything that the Indemnified Party ought to
have done; and
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(b)
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fulfills the
conditions set out in Sections 2.01(a) and
(b) above.
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2.04
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No
indemnification of the Indemnified Party shall be made except to
the extent approved by the Court pursuant to the Act or any other
statute, if such approval is required pursuant to such legislation.
If such approval is required, the Company shall use all reasonable
best efforts to procure such approval. The determination of any
action, suit or proceeding by judgment, order, settlement,
conviction or otherwise shall not, of itself, create a presumption
that the Indemnified Party did not act honestly and in good faith
and in the best interests of the Company or Affiliate Company and,
with respect to any action or proceeding that is not a civil action
or proceeding, did not have reasonable grounds to believe that the
Indemnified Party’s conduct was lawful.
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2.05
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In respect of
any action or proceeding by or on behalf of the Company to procure
a judgment in its favour against the Indemnified Party, in respect
of which the Indemnified Party is made a party because of the
Indemnified Party’s association with the Company, the Company
shall make application, at its expense, for the approval of a court
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