EXHIBIT (k)(3)
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (this "Agreement") is entered and made
effective as of the day of , 2000 by and between meVC DELTA LIFE
SCIENCES FUND I, INC., a Maryland corporation (the "Company"), and
("Indemnitee"), an individual resident in the State of
, with reference to the following facts:
A. The Company desires the benefits of having Indemnitee serve as an officer
and/or director, secure in the knowledge that any expenses, liability and/or
losses that may be incurred by Indemnitee as a result of his or her good faith
service to the Company will be borne by the Company or its successors and
assigns;
B. Indemnitee is willing to serve an a director and/or officer of the
Company only on the condition that he or she is indemnified by the Company for
any such expenses, liability and/or losses;
C. The Company and Indemnitee recognize the increasing difficulty in
obtaining liability insurance for directors, officers and agents of a
corporation at reasonable cost; and
D. The Company and Indemnitee recognize that there has been an increase in
litigation against corporate directors, officers and agents.
NOW, THEREFORE, the parties hereby agree as follows:
1. DEFINITIONS. For purposes of this Agreement:
1.1 "Agent" shall mean any person who (a) is or was a director, officer,
employee or agent of the Company whether serving in such capacity or as a
director, officer, employee, agent, fiduciary or other official of another
corporation, joint venture, trust or other enterprise at the request of, for the
convenience of, or to represent the interests of the Company.
1.2 "Change of Control" shall mean the occurrence of any of the following
events after the date of this Agreement:
(a) A change in the composition of the board of directors of the Company
(the "Board"), as a result of which fewer than two-thirds of the incumbent
directors are directors who either (a) had been directors of the Company 24
months prior to such change or (b) were elected, or nominated for election,
to the Board with the affirmative votes of at least a majority of the
directors who had been directors of the Company 24 months prior to such
change and who were still in office at the time of the election or
nomination; or
(b) Any "person" (as such term is used in sections 13(d) and 14(d) of
the Securities Exchange Act of 1934 (the "Exchange Act"), as amended)
through the acquisition or aggregation of securities is or becomes the
beneficial owner, directly or indirectly, of securities of the Company
representing 20 percent or more of the combined voting power of the
Company's then outstanding securities ordinarily (and apart from rights
accruing under special circumstances) having the right to vote at elections
of directors (the "Capital Stock"); provided, however, that any change in
ownership of the Company's securities by any person resulting solely from a
reduction in the aggregate number of outstanding shares of Capital Stock,
and any decrease thereafter in such person's ownership of securities, shall
be disregarded until such person increases in any manner, directly or
indirectly, such person's beneficial ownership of any securities of the
Company.
1.3 "Disinterested Director" shall mean a director of the Company who is not
and was not a party to the Proceeding in respect of which indemnification is
being sought by Indemnitee.
1.4 "Expenses" shall be broadly construed and shall include, without
limitation, (a) all direct and indirect costs incurred, paid or accrued,
(b) all attorneys' fees, retainers, court costs, transcripts, fees of experts,
witness fees, travel expenses, food and lodging expenses while traveling,
duplicating costs, printing and binding costs, telephone charges, postage,
delivery service, freight or other transportation
fees and expenses, (c) all other disbursements and out-of-pocket expenses,
(d) amounts paid in settlement, to the extent not prohibited by Maryland Law,
and (e) reasonable compensation for time spent by Indemnitee for which he is
otherwise not compensated by the Company or any third party, actually and
reasonably incurred in connection with or arising out of a Proceeding, including
a Proceeding by Indemnitee to establish or enforce a right to indemnification
under this Agreement, applicable law or otherwise.
1.5 "Independent Counsel" shall mean a law firm or a member of a law firm
that neither is presently nor in the past five years has been retained to
represent: (a) the Company, an affiliate of the Company or Indemnitee in any
matter material to either party or (b) any other party to the Proceeding giving
rise to a claim for indemnification hereunder. Notwithstanding the foregoing,
the term "Independent Counsel" shall not include any person who, under the
applicable standards of professional conduct then prevailing would have a
conflict of interest in representing either the Company or Indemnitee in an
action to determine Indemnitee's right to indemnification under this Agreement.
1.6 "Liabilities" shall mean liabilities of any type whatsoever, including,
but not limited to, judgments or fines, ERISA or other excise taxes and
penalties, and amounts paid in settlement (including all interest, assessments
or other charges paid or payable in connection with any of the foregoing)
actually and reasonably incurred by Indemnitee in connection with a Proceeding.
1.7 "Maryland Law" means Maryland corporate law, as amended and in effect
from time to time, or any successor or other statutes of Maryland having similar
import and effect.
1.8 "Proceeding" shall mean any pending, threatened or completed action,
hearing, suit or any other proceeding, whether civil, criminal, arbitrative,
administrative, investigative or any alternative dispute resolution mechanism,
including without limitation any such Proceeding brought by or in the right of
the Company.
2. EMPLOYMENT RIGHTS AND DUTIES. Subject to any other obligations imposed
on either of the parties by contract or by law, and with the understanding that
this Agreement is not intended to confer employment rights on either party which
they did not possess on the date of its execution, Indemnitee agrees to serve as
a director or officer so long as he is duly appointed or elected and qualified
in accordance with the applicable provisions of the Articles of Incorporation
(the "Articles") and Bylaws (the "Bylaws") of the Company and until such time as
he resigns or fails to stand for election or until his employment terminates.
Indemnitee may from time to time also perform other services at the request, or
for the convenience of, or otherwise benefiting the Company. 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 Company shall have no obligation under this Agreement
to continue Indemnitee in any such position.
2.1 DIRECTORS' AND OFFICERS' INSURANCE.
(a) The Company hereby covenants and agrees that, so long as Indemnitee
shall continue to serve as a director or officer of the Company and thereafter
so long as Indemnitee shall be subject to any possible Proceeding, the Company,
subject to Section 2.1(c), shall maintain directors' and officers' insurance in
full force and effect.
(b) In all policies of directors' and officers' insurance, Indemnitee shall
be named as an insured in such a manner as to provide Indemnitee the same rights
and benefits, subject to the same limitations, as are accorded to the Company's
directors or officers most favorably insured by such policy.
(c) The Company shall have no obligation to maintain directors' and
officers' insurance if the Company determines in good faith that such insurance
is not reasonably available, the premium costs for such insurance are
disproportionate to the amount of coverage provided, or the coverage provided by
such insurance is limited by exclusions so as to provide an insufficient
benefit.
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3. INDEMNIFICATION. The Company shall indemnify Indemnitee to the fullest
extent authorized or permitted by Maryland Law and the provisions of the
Articles and Bylaws of the Company, as in effect on the date hereof, and as
Maryland Law, the Articles and Bylaws may from time to time be amended (but, in
the case of any such amendment, only to the extent such amendment permits the
Company to provide broader indemnification rights than Maryland Law, the
Articles and/or Bylaws permitted the Company to provide before such amendment).
The right to indemnification conferred in the Articles shall be presumed to have
been relied upon by Indemnitee in serving or continuing to serve the Company as
a director or officer and shall be enforceable as a contract right. Without in
any way diminishing the scope of the indemnification provided by the
Articles and this Section 3, the Company shall indemnify Indemnitee if and
whenever he is or was a witness, party or is threatened to be made a witness or
a party to any Proceeding, by reason of the fact that he is or was an Agent or
by reason of anything done or not done, or alleged to have been done or not
done, by him in such capacity, against all Expenses and Liabilities actually and
reasonably incurred by Indemnitee or on his behalf in connection with the
investigation, defense, settlement or appeal of such Proceeding. 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 4, 5 and 6 below.
4. PAYMENT OF EXPENSES.
4.1 All Expenses incurred by or on behalf of Indemnitee shall be advanced by
the Company to Indemnitee within 20 days after the receipt by the Company of a
written request for such advance which may be made from time to time, whether
prior to or after final disposition of a Proceeding (unless there has been a
final determination by a court of competent jurisdiction that Indemnitee is not
entitled to be indemnified for such Expenses). Indemnitee's entitlement to
advancement of Expenses shall include those incurred in connection with any
Proceeding by Indemnitee seeking a determination, an adjudication or an award in
arbitration pursuant to this Agreement. The requests shall reasonably evidence
the Expenses incurred by Indemnitee in connection therewith. Indemnitee hereby
undertakes to repay the amounts advanced if it shall ultimately be determined
that Indemnitee is not entitled to be indemnified pursuant to the terms of this
Agreement.
4.2 Notwithstanding any other provision in this Agreement, to the extent
that Indemnitee has been successful on the merits or otherwise in defense of any
Proceeding, Indemnitee shall be indemnified against all Expenses actually and
reasonably incurred by Indemnitee in connection therewith.
5. PROCEDURE FOR DETERMINATION OF ENTITLEMENT TO INDEMNIFICATION.
5.1 Whenever Indemnitee believes that he is entitled to indemnification
pursuant to this Agreement, Indemnitee shall submit a written request for
indemnification (the "Indemnification Request") to the Company to the attention
of the President with a copy to the Secretary. This request shall include
documentation or information which is necessary for the determination of
entitlement to indemnification and which is reasonably available to Indemnitee.
Determination of Indemnitee's entitlement to indemnification shall be made no
later than 60 days after receipt of the Indemnification Request. The President
or the Secretary shall, promptly upon receipt of Indemnitee's request for
indemnification, advise the Board in writing that Indemnitee has made such
request for indemnification.
5.2 The Indemnification Request shall set forth Indemnitee's selection of
which of the following forums shall determine whether Indemnitee is entitled to
indemnification:
(a) A majority vote of the Disinterested Directors, even though less
than a quorum, or, if there be no Disinterested Directors or if the
Disinterested Directors so direct, a written opinion of an Independent
Counsel.
(b) A majority vote of the stockholders at a meeting at which a quorum
is present, with the shares owned by the person to be indemnified not being
entitled to vote thereon.
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(c) The court in which the Proceeding is or was pending upon application
by Indemnitee.
The Company agrees to bear any and all costs and expenses incurred by
Indemnitee or the Company in connection with the determination of Indemnitee's
entitlement to indemnification by any of the above forums.
6. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS. No initial finding by
the Board, its counsel, Independent Counsel, arbitrators or the stockholders
shall be effective to deprive Indemnitee of the protection of this indemnity,
nor shall a court or other forum to which Indemnitee may apply for enforcement
of this indemnity give any weight to any such adverse finding in deciding any
issue before it. Upon making a request for indemnification, Indemnitee shall be
presumed to be entitled to indemnification under this Agreement and the Company
shall have the burden of proof to overcome that presumption in reaching any
contrary determination. The termination of any Proceeding by judgment, order,
settlement, arbitration award or conviction, or upon a plea of nolo contendere
or its equivalent, shall not, of itself, (a) adversely affect the rights of
Indemnitee to indemnification except as indemnification may be expressly
prohibited under this Agreement, (b) create a presumption that Indemnitee did
not act in good faith and in a manner which he reasonably believed to be in or
not opposed to the best interests of the Company or (c) with respect to any
criminal action or proceeding, create a presumption that Indemnitee had
reasonable cause to believe that his conduct was unlawful.
7. REMEDIES OF INDEMNITEE IN CASES OF DETERMINATION NOT TO INDEMNIFY OR TO
ADVANCE EXPENSES.
7.1 In the event that (a) an initial determination is made that Indemnitee
is not entitled to indemnification, (b) advances for Expenses are not made when
and as required by this Agreement, (c) payment has not been timely made
following a determination of entitlement to indemnification pursuant to this
Agreement or (d) Indemnitee otherwise seeks enforcement of this Agreement,
Indemnitee shall be entitled to a final adjudication in an appropriate court of
the State of Maryland of his entitlement to such indemnification or advance.
Alternatively, Indemnitee at his option may seek an award in arbitration. If the
parties are unable to agree on an arbitrator, the parties shall provide to the
American Arbitration Association ("AAA") a statement of the nature of the
dispute and the desired qualifications of the arbitrator. AAA will provide the
parties with a list of three available arbitrators. Each party may strike one of
the names on the list, and the remaining person will serve as the arbitrator. If
both parties strike the same person, AAA will select the arbitrator from the
other two names. The arbitration award shall be made within 90 days following
the demand for arbitration. Except as set forth herein, the provisions of
Maryland Law shall apply to any such arbitration. The Company shall not oppose
Indemnitee's right to seek any such adjudication or arbitration award. In any
such proceeding or arbitration Indemnitee shall be presumed to be entitled to
indemnification under this Agreement and the Company shall have the burden of
proof to overcome that presumption.
7.2 An initial determination, in whole or in part, that Indemnitee is not
entitled to indemnification shall create no presumption in any judicial
proceeding or arbitration that Indemnitee has not met the applicable standard of
conduct for, or is otherwise not entitled to, indemnification.
7.3 If an initial determination is made or deemed to have been made pursuant
to the terms of this Agreement that Indemnitee is entitled to indemnification,
the Company shall be bound by such determination in the absence of (a) a
misrepresentation of a material fact by Indemnitee in the request for
indemnification or (b) a specific finding (which has become final) by a court of
competent jurisdiction that all or any part of such indemnification is expressly
prohibited by law.
7.4 The Company and Indemnitee agree herein that a monetary remedy for
breach of this Agreement, at some later date, will be inadequate, impracticable
and difficult of proof, and further agree that such breach would cause
Indemnitee irreparable harm. Accordingly, the Company and Indemnitee agree that
Indemnitee shall be entitled to temporary and permanent injunctive relief to
enforce this
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Agreement without the necessity of proving actual damages or irreparable harm.
The Company and Indemnitee further agree that Indemnitee shall be entitled to
such injunctive relief, including temporary restraining orders, preliminary
injunctions and permanent injunctions, without the necessity of posting bond or
other undertaking in connection therewith. Any such requirement of bond or
undertaking is hereby waived by the Company, and the Company acknowledges that
in the absence of such a waiver, a bond or undertaking may be required by the
court.
7.5 The Company shall be precluded from asserting that the procedures and
presumptions of this Agreement are not valid, binding and enforceable. The
Company shall stipulate in any such court or before any such arbitrator that the
Company is bound by all the provisions of this Agreement and is precluded from
making any assertion to the contrary.
7.6 Expenses incurred by Indemnitee in connection with his request for
indemnification under, seeking enforcement of or to recover damages for breach
of this Agreement shall be borne and advanced by the Company.
8. OTHER RIGHTS TO INDEMNIFICATION. Indemnitee's rights of indemnification
and advancement of expenses provided by this Agreement shall not be deemed
exclusive of any other rights to which Indemnitee may now or in the future be
entitled under applicable law, the Articles, the Bylaws, an employment
agreement, a vote of stockholders or Disinterested Directors, insurance or other
financial arrangements or otherwise.
9. LIMITATIONS ON INDEMNIFICATION. No indemnification shall be paid or
expenses reimbursed by the Company pursuant to Section 3 in the following
circumstances:
9.1 INSURANCE. To the extent that Indemnitee is reimbursed pursuant to such
insurance as may exist for Indemnitee's benefit. Notwithstanding the
availability of such insurance, Indemnitee also may claim indemnification from
the Company pursuant to this Agreement by assigning to the Company any claims
under such insurance to the extent Indemnitee is paid by the Company. Indemnitee
shall reimburse the Company for any sums he receives as indemnification from
other sources to the extent of any amount paid to him for that purpose by the
Company;
9.2 SECTION 16(b). On account and to the extent of any wholly or partially
successful claim against Indemnitee for an accounting of profits made from the
purchase or sale by Indemnitee of securities of the Company pursuant to the
provisions of Section 16(b) or the Securities Exchange Act of 1934, as amended,
and amendments thereto or similar provisions of any federal, state or local
statutory law; or
9.3 INDEMNITEE'S PROCEEDINGS. Except as otherwise provided in this
Agreement, in connection with all or any part of a Proceeding which is initiated
or maintained by or on behalf of Indemnitee, or any Proceeding by Indemnitee
against the Company or its directors, officers, employees or other agents,
unless (a) such indemnification is expressly required to be made by Maryland
Law, (b) the Proceeding was authorized by a majority of the Disinterested
Directors (c) there has been a Change of Control or (d) such indemnification is
provided by the Company, in its sole discretion, pursuant to the powers vested
in the Company under Maryland Law.
10. DURATION AND SCOPE OF AGREEMENT; BINDING EFFECT. This Agreement shall
continue so long as Indemnitee shall be subject to any possible Proceeding
subject to indemnification by reason of the fact that he is or was an Agent and
shall be applicable to Proceedings commenced or continued after execution of
this Agreement, whether arising from acts or omissions occurring before or after
such execution. This Agreement shall be binding upon the Company and its
successors and assigns (including any direct or indirect successor by purchase,
merger, consolidation or otherwise to all or substantially all of the business
or assets of the Company) and shall inure to the benefit of Indemnitee and his
spouse, assigns, heirs, devisees, executors, administrators and other legal
representatives.
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11. NOTICE BY INDEMNITEE AND DEFENSE OF CLAIMS. Indemnitee agrees promptly
to notify the Company in writing upon being served with any summons, citation,
subpoena, complaint, indictment, information or other document relating to any
matter which may be subject to indemnification hereunder, whether civil,
criminal, arbitrative, administrative or investigative; but the omission so to
notify the Company will not relieve it from any liability which it may have to
Indemnitee if such omission does not actually prejudice the Company's rights
and, if such omission does prejudice the Company's rights, it will relieve the
Company from liability only to the extent of such prejudice; nor will such
omission relieve the Company from any liability which it may have to Indemnitee
otherwise than under this Agreement. With respect to any Proceeding:
(a) The Company will be entitled to participate therein at its own expense;
(b) Except as otherwise provided below, to the extent that it may wish, the
Company jointly with any other indemnifying party similarly notified will be
entitled to assume the defense thereof, with counsel reasonably satisfactory to
Indemnitee. After notice from the Company to Indemnitee of its election so to
assume the defense thereof and the assumption of such defense, the Company will
not be liable to Indemnitee under this Agreement for any attorney fees or costs
subsequently incurred by Indemnitee in connection with Indemnitee's defense
except as otherwise provided below. Indemnitee shall have the right to employ
his counsel in such Proceeding but the fees and expenses of such counsel
incurred after notice from the Company of its assumption of the defense thereof
and the assumption of such defense shall be at the expense of Indemnitee unless
(i) the employment of counsel by Indemnitee has been authorized by the Company,
(ii) Indemnitee shall have reasonably concluded that there may be a conflict of
interest between the Company and Indemnitee in the conduct of the defense of
such action or that the Company's counsel may not be adequately representing
Indemnitee or (iii) the Company shall not in fact have employed counsel to
assume the defense of such action, in each of which cases the fees and expenses
of counsel shall be at the expense of the Company; and
(c) The Company shall not be liable to indemnify Indemnitee under this
Agreement for any amounts paid in settlement of any action or claim effected
without its written consent. The Company shall not settle any action or claim
which would impose any limitation or penalty on Indemnitee without Indemnitee's
written consent. Neither the Company nor Indemnitee will unreasonably withhold
its or his consent to any proposed settlement.
11.1 CONTRIBUTION. In order to provide for just and equitable contribution
in circumstances in which the indemnification provided for in this Agreement is
held by a court of competent jurisdiction to be unavailable to Indemnitee in
whole or part, the Company shall, in such an event, after taking into account,
among other things, contributions by other directors and officers of the Company
pursuant to indemnification agreements or otherwise, and, in the absence of
personal enrichment, acts of intentional fraud or dishonesty or criminal conduct
on the part of Indemnitee, contribute to the payment of Indemnitee's losses to
the extent that, after other contributions are taken into account, such losses
exceed: (i) in the case of a director of the Company or any of its subsidiaries
who is not an officer of the Company or any of such subsidiaries, the amount of
fees paid to the director for serving as a director during the 12 months
preceding the commencement of the Proceeding; or (ii) in the case of a director
of the Company or any of its subsidiaries who is also an officer of the Company
or any of such subsidiaries, the amount set forth in clause (i) plus 5% of the
aggregate cash compensation paid to said director for service in such
office(s) during the 12 months preceding the commencement of the Proceeding; or
(iii) in the case of an officer of the Corporation or any of its subsidiaries,
5% of the aggregate cash compensation paid to such officer for service in such
office(s) during the 12 months preceding the commencement of such Proceeding.
12. ESTABLISHMENT OF TRUST. In order to secure the obligations of the
Company to indemnify and to advance Expenses to Indemnitee pursuant to this
Agreement, upon a Change of Control of the Company, the Company or its successor
or assign shall establish a Trust (the "Trust")
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for the benefit of Indemnitee, the trustee (the "Trustee") of which shall be
chosen by the Company and shall be reasonably acceptable to Indemnitee.
Thereafter, from time to time, upon receipt of a written request from
Indemnitee, the Company shall fund the Trust in amounts sufficient to satisfy
any and all Liabilities and Expenses reasonably anticipated at the time of such
request for which the Company may indemnify Indemnitee hereunder. The amount or
amounts to be deposited in the Trust pursuant to the foregoing funding
obligation shall be determined by mutual agreement of Indemnitee and the Company
or, if the Company and Indemnitee are unable to reach such an agreement, by
Independent Counsel selected jointly by the Company and Indemnitee. The terms of
the Trust shall provide that except upon the consent of Indemnitee and the
Company, (i) the Trust shall not be revoked or the principal thereof invaded,
without the written consent of Indemnitee, (ii) the Trustee shall advance to
Indemnitee, within 20 days of a request by Indemnitee, any and all Expenses,
Indemnitee hereby agreeing to reimburse the Trustee of the Trust for all
Expenses so advanced if a final determination is made by a court in a final
adjudication from which there is no further right of appeal that Indemnitee is
not entitled to be indemnified under this Agreement, (iii) the Trust shall
continue to be funded by the Company in accordance with the funding obligations
set forth in this Section, (iv) the Trustee shall promptly pay to Indemnitee any
amounts to which Indemnitee shall be entitled pursuant to this Agreement, and
(v) all unexpended funds in the Trust shall revert to the Company upon a final
determination by Independent Counsel selected by Indemnitee or a court of
competent jurisdiction that Indemnitee has been fully indemnified with respect
to the Proceeding giving rise to the funding of the Trust under the terms of
this Agreement. The establishment of the Trust shall not, in any way, diminish
the Company's obligation to indemnify Indemnitee against Expenses and
Liabilities to the full extent required by this Agreement.
13. MISCELLANEOUS PROVISIONS.
13.1 SEVERABILITY; PARTIAL INDEMNITY. If any provision or provisions of
this Agreement (or any portion thereof) shall be held by a court of competent
jurisdiction to be invalid, illegal or unenforceable for any reason whatever:
(a) such provision shall be limited or modified in its application to the
minimum extent necessary to avoid the invalidity, illegality or unenforceability
of such provision; (b) the validity, legality and enforceability of the
remaining provisions of this Agreement shall not in any way be affected or
impaired thereby; and (c) to the fullest extent possible, the provisions of this
Agreement shall be construed so as to give effect to the intent manifested by
the provision (or portion thereof) held invalid, illegal or unenforceable. If
Indemnitee is entitled under any provision of this Agreement to indemnification
by the Company for some or a portion of any Expenses or Liabilities of any type
whatsoever incurred by him in the investigation, defense, settlement or appeal
of a Proceeding but not entitled to all of the total amount thereof, the Company
shall nevertheless indemnify Indemnitee for such total amount except as to the
portion thereof for which it has been determined pursuant to Section 5 hereof
that Indemnitee is not entitled.
13.2 COUNTERPART SIGNATURE PAGES. This Agreement may be executed in one or
more counterparts, each of which shall be deemed original, and all of which
together shall constitute one and the same instrument. Only one such counterpart
signed by the party against whom enforceability is sought needs to be produced
to evidence the existence of this Agreement.
13.3 INTERPRETATION OF AGREEMENT. It is understood that the parties hereto
intend this Agreement to be interpreted and enforced so as to provide
indemnification to Indemnitee to the fullest extent not now or hereafter
prohibited by law.
13.4 HEADINGS. The headings of the Sections and paragraphs of this
Agreement are inserted for convenience only and shall not be deemed to
constitute part of this Agreement or to affect the construction thereof.
13.5 PRONOUNS. Use of the masculine pronoun shall be deemed to include use
of the feminine pronoun where appropriate.
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13.6 MODIFICATION AND WAIVER. No supplement, modification or amendment of
this Agreement shall be binding unless executed in writing by both of the
parties to this Agreement. No waiver of any provision of this Agreement shall be
deemed to constitute a waiver of any of the provisions hereof (whether or not
similar) nor shall such waiver constitute a continuing waiver. No waiver of any
provision of this Agreement shall be effective unless executed in writing.
13.7 NOTICES. All notices, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given if
(i) delivered by hand and receipted for by the party to whom said notice or
other communication shall have been directed or (ii) mailed by certified or
registered mail with postage prepaid, on the third business day after the date
on which it is so mailed:
IF TO INDEMNITEE, TO:
meVC DELTA LIFE SCIENCES FUND I, INC.
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000-0000
IF TO THE COMPANY TO:
meVC DELTA LIFE SCIENCES FUND I, INC.
000 Xxxxxx Xxxxxx
Xxx Xxxxxxxxx, Xxxxxxxxxx 00000
Telephone: (000) 000 0000
Attention: Secretary
WITH A COPY TO:
Xxxxxxxxxxx & Xxxxxxxx LLP
0000 Xxxxxxxxxxxxx Xxxxxx, X.X.
Xxxxxxxxxx, XX 00000-0000
Attention: R. Xxxxxxx Xxxxxx, Esq.
or to such other address as may have been furnished to Indemnitee by the
Company or to the Company by Indemnitee, as the case may be.
13.8 GOVERNING LAW. The parties agree that this Agreement shall be
governed by, and construed and enforced in accordance with, the laws of the
State of Maryland as applied to contracts between Maryland residents entered
into and to be performed entirely within Maryland.
13.9 CONSENT TO JURISDICTION. The Company and Indemnitee each hereby
irrevocably consent to the jurisdiction of the courts of the State of Maryland
for all purposes in connection with any action or proceeding which arises out of
or relates to this agreement.
13.10 ENTIRE AGREEMENT. This Agreement represents the entire agreement
between the parties hereto, and there are no other agreements, contracts or
understanding between the parties hereto with respect to the subject matter of
this Agreement, except as specifically referred to herein or as provided in
Sections 8 and 2.1 hereof.
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first above written.
meVC DELTA LIFE SCIENCES FUND I, INC.
By:
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Name:
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Title:
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INDEMNITEE
Signature:
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Name:
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Address:
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