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<PAGE>
EXHIBIT 10.1
SGX PHARMACEUTICALS, INC.
INDEMNITY AGREEMENT
THIS INDEMNITY AGREEMENT (this "AGREEMENT") is made and entered
into this
[__] day of [_______], 2005 by and between SGX PHARMACEUTICALS,
INC., a Delaware
corporation (the "COMPANY"), and [_____________] ("AGENT").
RECITALS
WHEREAS, Agent performs a valuable service to the Company in
[HIS/HER]
capacity as [_____________] of the Company;
WHEREAS, the Company's Amended and Restated Bylaws (the
"BYLAWS"), which
were approved by the stockholders of the Company, provide for
the
indemnification of the directors, officers, employees and other
agents of the
Company, including persons serving at the request of the Company
in such
capacities with other corporations or enterprises, as authorized
by the Delaware
General Corporation Law (the "DGCL");
WHEREAS, the Bylaws and the DGCL, by their non-exclusive nature,
permit
contracts between the Company 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
[_____________]
of the Company, the Company has determined and agreed to enter
into this
Agreement with Agent.
NOW, THEREFORE, in consideration of Agent's continued service
as
[_____________] of the Company after the date hereof, the
parties hereto agree
as follows:
AGREEMENT
1. SERVICES TO THE COMPANY. Agent will serve, at the will of the
Company
or under separate contract, if any such contract exists, as
[_____________] of
the Company or as a director, executive officer or other
fiduciary of an
affiliate of the Company (including any employee benefit plan of
the Company)
faithfully and to the best of Agent's ability so long as Agent
is duly elected
and qualified in accordance with the provisions of the Bylaws or
other
applicable charter documents of the Company 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 Company or any affiliate shall have
no obligation
under this Agreement to continue Agent in any such position.
2. INDEMNITY OF AGENT. The Company hereby agrees to hold
harmless and
indemnify Agent to the fullest extent authorized or permitted by
the provisions
of the Bylaws and the DGCL, as the same may be amended from time
to time (but
only to the extent that such amendment permits the Company to
provide broader
indemnification rights than the Bylaws or the DGCL permitted
prior to adoption
of such amendment).
1.
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EXHIBIT 10.1
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 Company 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 or by Agent 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
Company) 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
Company, or is or
was serving or at any time serves at the request of the Company
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 Company under the non-exclusivity provisions of the DGCL and
Section 43 of
the Bylaws.
4. LIMITATIONS ON ADDITIONAL INDEMNITY. No indemnity pursuant to
Section 3
hereof shall be paid by the Company:
(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 Company
pursuant to the provisions of Section 16(b) of the Securities
Exchange Act of
1934, as amended, 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 Company 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
Company 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 Company 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 Company, (iii) such indemnification is
provided by the
Company, in its sole discretion, pursuant to the powers vested
in the Company
2.
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EXHIBIT 10.1
under the DGCL or any other applicable law, or (iv) the
proceeding is initiated
pursuant to Section 9 hereof.
5. CONTINUATION OF INDEMNITY. All agreements and obligations of
the
Company contained herein shall continue during the period Agent
is a director,
officer, employee or other agent of the Company (or is or was
serving at the
request of the Company as a director, officer, employee or other
agent of
another corporation, partnership, joint venture, trust, employee
benefit plan or
other enterprise) and shall continue thereafter so long as Agent
shall be
subject to any possible claim or th
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