Exhibit 10.14
INDEMNIFICATION AGREEMENT
This Agreement made and entered into this ____ day of ______, 2006 (the
"AGREEMENT"), by and between Metabolix, Inc., a Delaware corporation (the
"COMPANY," which term shall include, where appropriate, any Entity (as
hereinafter defined) controlled, directly or indirectly, by the Company) and
____________ (the "INDEMNITEE"):
WHEREAS, it is essential to the Company that it be able to retain and
attract as directors and officers the most capable persons available;
WHEREAS, increased corporate litigation has subjected directors and
officers to litigation risks and expenses, and the limitations on the
availability of directors and officers liability insurance have made it
increasingly difficult for the Company to attract and retain such persons;
WHEREAS, the Company's Amended and Restated By-laws (the "BY-LAWS") require
it to indemnify its directors and officers to the fullest extent permitted by
law and permit it to make other indemnification arrangements and agreements;
WHEREAS, the Company desires to provide Indemnitee with specific
contractual assurance of Indemnitee's rights to full indemnification against
litigation risks and expenses (regardless, among other things, of any amendment
to or revocation of the Company's Second Amended and Restated Certificate of
Incorporation (the "CERTIFICATE OF INCORPORATION") or By-laws or any change in
the ownership of the Company or the composition of its Board of Directors);
WHEREAS, the Company intends that this Agreement provide Indemnitee with
greater protection than that which is provided by the Company's By-laws; and
WHEREAS, Indemnitee is relying upon the rights afforded under this
Agreement in becoming or continuing as a director or officer of the Company.
NOW, THEREFORE, in consideration of the promises and the covenants
contained herein, the Company and Indemnitee do hereby covenant and agree as
follows:
1. DEFINITIONS.
(a) "CORPORATE STATUS" describes the status of a person who is
serving or has served (i) as a director of the Company, (ii) as
an officer of the Company, (iii) in any capacity with respect to
any employee benefit plan of the Company, or (iv) as a director,
partner, trustee, officer, employee, or agent of any other Entity
at the request of the Company. For purposes of subsection (iv) of
this Section 1(a), if Indemnitee is serving or has served as a
director, partner, trustee, officer, employee or agent of a
Subsidiary, Indemnitee shall be deemed to be serving at the
request of the Company.
(b) "ENTITY" shall mean any corporation, partnership, limited
liability company, joint venture, trust, foundation, association,
organization or other legal entity.
(c) "ENTERPRISE" shall mean the Company and any other corporation,
partnership, joint venture, trust, employee benefit plan or other
enterprise of which Indemnitee is or was serving at the request
of the Company as a director, officer, employee, agent or
fiduciary.
(d) "EXPENSES" shall mean all fees, costs and expenses incurred by
Indemnitee in connection with any Proceeding (as defined below),
including, without limitation, attorneys' fees, disbursements and
retainers (including, without limitation, any such fees,
disbursements and retainers incurred by Indemnitee pursuant to
Sections 13 and 14(c) of this Agreement), fees and disbursements
of expert witnesses, private investigators and professional
advisors (including, without limitation, accountants and
investment bankers), court costs, transcript costs, fees of
experts, travel expenses, duplicating, printing and binding
costs, telephone and fax transmission charges, postage, delivery
services, secretarial services, and other disbursements and
expenses.
(e) "INDEMNIFIABLE AMOUNTS" shall have the meaning ascribed to that
term in Section 3 below.
(f) "LIABILITIES" shall mean judgments, damages, liabilities, losses,
penalties, excise taxes, fines and amounts paid in settlement.
(g) "PROCEEDING" shall mean any threatened, pending or completed
claim, action, suit, arbitration, alternate dispute resolution
process, investigation, administrative hearing, appeal, or any
other proceeding, whether civil, criminal, administrative,
arbitrative or investigative, whether formal or informal,
including a proceeding initiated by Indemnitee pursuant to
Section 13 of this Agreement to enforce Indemnitee's rights
hereunder.
(h) "SUBSIDIARY" shall mean any corporation, partnership, limited
liability company, joint venture, trust or other Entity of which
the Company owns (either directly or through or together with
another Subsidiary of the Company) either (i) a general partner,
managing member or other similar interest or (ii) (A) 50% or more
of the voting power of the voting capital equity interests of
such corporation, partnership, limited liability company, joint
venture or other Entity, or (B) 50% or more of the outstanding
voting capital stock or other voting equity interests of such
corporation, partnership, limited liability company, joint
venture or other Entity.
2. SERVICES OF INDEMNITEE. In consideration of the Company's covenants
and commitments hereunder, Indemnitee agrees to serve or continue to serve as a
director or officer of the Company. However, this Agreement shall not impose any
obligation on Indemnitee or the
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Company to continue Indemnitee's service to the Company beyond any period
otherwise required by law or by other agreements or commitments of the parties,
if any. Indemnitee may at any time and for any reason resign from such position
(subject to any other contractual obligation or any obligation imposed by
operation of law), upon which event the Company shall have no obligation under
this Agreement to continue Indemnitee in such position. Notwithstanding the
forgoing, this Agreement shall continue in force after Indemnitee has ceased to
serve as a director or officer of the Company.
3. INDEMNITY IN THIRD-PARTY PROCEEDINGS. The Company shall indemnify
Indemnitee in accordance with the provisions of this Section 3 if Indemnitee is,
or is threatened to be made, by reason of Indemnitee's Corporate Status, a party
to or a participant in any Proceeding, other than a Proceeding by or in the
right of the Company to procure a judgment in its favor. Pursuant to this
Section 3, Indemnitee shall be indemnified against all Expenses and Liabilities
actually and reasonably incurred by Indemnitee or on his behalf in connection
with such Proceeding or any claim, issue or matter therein (indemnifiable
Expenses and Liabilities collectively referred herein as "INDEMNIFIABLE
AMOUNTS"), if Indemnitee acted in good faith and in a manner he reasonably
believed to be in or not opposed to the best interests of the Company and, in
the case of a criminal Proceeding, had not reasonable cause to believe that his
conduct was unlawful. Indemnitee shall not enter into any settlement in
connection with a Proceeding without the consent of the Company, which shall not
be unreasonably held or delayed.
4. INDEMNITY IN PROCEEDINGS BY OR IN THE RIGHT OF THE COMPANY. The
Company shall indemnify Indemnitee in accordance with the provisions of this
Section 4 if Indemnitee is, or is threatened to be made, by reason of
Indemnitee's Corporate Status, a party to or a participant in any Proceeding by
or in the right of the Company to procure a judgment in its favor. Pursuant to
this Section 4, Indemnitee shall be indemnified against all Expenses actually
and reasonably incurred by him or on his behalf in connection with such
Proceeding or any claim, issue or matter therein, if Indemnitee acted in good
faith and in a manner he reasonably believed to be in or not opposed to the best
interests of the Company. No indemnification for Expenses shall be made under
this Section 4 in respect of any claim, issue or matter as to which Indemnitee
shall have been finally adjudged by a court to be liable to the Company, unless
and only to the extent that the Delaware Court of Chancery (the "DELAWARE
CHANCERY COURT") or any court in which the Proceeding was brought shall
determine upon application that, despite the adjudication of liability, but in
view of all the circumstances of the case, Indemnitee is fairly and reasonably
entitled to indemnification for such Expenses as the Delaware Chancery Court or
such other court shall deem proper.
5. INDEMNIFICATION FOR EXPENSES OF A PARTY WHO IS WHOLLY OR PARTLY
SUCCESSFUL. If Indemnitee is not wholly successful in such Proceeding but is
successful, on the merits or otherwise, as to one or more but less than all
claims, issues or matters in such Proceeding, the Company shall indemnify
Indemnitee against: (a) all Expenses reasonably incurred by Indemnitee or on
Indemnitee's behalf in connection with each successfully resolved claim, issue
or matter; and (b) any claim, issue or matter related to any such successfully
resolved claim, issue or matter. For purposes of this Agreement, the termination
of any claim, issue or matter in such a Proceeding by dismissal, with or without
prejudice, by reason of settlement, judgment, order or otherwise, shall be
deemed to be a successful result as to such claim, issue or matter.
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6. PROCEDURE FOR PAYMENT OF INDEMNIFIABLE AMOUNTS. Indemnitee shall
submit to the Company a written request specifying the Indemnifiable Amounts for
which Indemnitee seeks payment under Sections 3, 4 or 5 of this Agreement and
the basis for the claim. The Company shall pay such Indemnifiable Amounts to
Indemnitee promptly upon receipt of its request. At the request of the Company,
Indemnitee shall furnish such documentation and information as are reasonably
available to Indemnitee and necessary to establish that Indemnitee is entitled
to indemnification hereunder.
7. INDEMNIFICATION FOR EXPENSES OF A WITNESS. Notwithstanding any other
provision of this Agreement, to the extent that Indemnitee is, by reason of his
Corporate Status, a witness in any Proceeding to which Indemnitee is not a
party, he shall be indemnified against all Expenses actually and reasonably
incurred by him or on his behalf in connection therewith.
8. EFFECT OF CERTAIN RESOLUTIONS. Neither the settlement or termination
of any Proceeding nor the failure of the Company to award indemnification or to
determine that indemnification is payable shall create a presumption that
Indemnitee is not entitled to indemnification hereunder. In addition, the
termination of any proceeding by judgment, order, settlement, conviction, or
upon a plea of NOLO CONTENDERE or its equivalent shall not create a presumption
that Indemnitee did not act in good faith and in a manner which Indemnitee
reasonably believed to be in or not opposed to the best interests of the Company
or, with respect to any criminal Proceeding, had reasonable cause to believe
that Indemnitee's action was unlawful.
9. EXCLUSIONS. Notwithstanding any provision in this Agreement to the
contrary, the Company shall not be obligated under this Agreement to make any
indemnity in connection with any claim made against Indemnitee:
(a) for which payment has actually been made to or on behalf of
Indemnitee under any insurance policy or other indemnity
provision, except with respect to any excess beyond the amount
paid under any insurance policy or other indemnity provisions;
(b) for an accounting of profits made from the purchase and sale (or
sale and purchase) by Indemnitee of securities of the Company
within the meaning of Section 16(b) of the Securities Exchange
Act of 1934, as amended, or similar provisions of state statutory
law or common law; or
(c) for which payment is prohibited by applicable law.
10. AGREEMENT TO ADVANCE EXPENSES; UNDERTAKING. The Company shall advance
all Expenses incurred by or on behalf of Indemnitee in connection with any
Proceeding, including a Proceeding by or in the right of the Company, in which
Indemnitee is involved by reason of such Indemnitee's Corporate Status within
ten (10) calendar days after the receipt by the Company of a written statement
from Indemnitee requesting such advance or advances from time to time, whether
prior to or after final disposition of such Proceeding. Advances shall be
unsecured and interest free. Advances shall be made without regard to
Indemnitee's ability to
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repay the expenses and without regard to Indemnitee's ultimate entitlement to
indemnification under the other provisions of this Agreement. To the extent
required by Delaware law, Indemnitee hereby undertakes to repay any and all of
the amount of indemnifiable Expenses paid to Indemnitee if it is finally
determined by a court of competent jurisdiction that Indemnitee is not entitled
under this Agreement to indemnification with respect to such Expenses. This
undertaking is an unlimited general obligation of Indemnitee.
11. PROCEDURE FOR ADVANCE PAYMENT OF EXPENSES. Indemnitee shall submit to
the Company a written request specifying the Expenses for which Indemnitee seeks
an advancement under Section 10 of this Agreement, together with documentation
evidencing that Indemnitee has incurred such Expenses (which shall include
invoices received by Indemnitee in connection with such Expenses but, in the
case of invoices in connection with legal services, any reference to legal work
performed or to expenditures made that would cause Indemnitee to waive any
privilege accorded by applicable law shall not be included with the invoice).
Advances under Section 10 shall be made no later than ten (10) calendar days
after the Company's receipt of such request. If a claim for advancement of
Expenses hereunder by Indemnitee is not paid in full by the Company within ten
(10) calendar days after receipt by the Company of documentation of Expenses and
the required undertaking, Indemnitee may at any time thereafter bring suit
against the Company to recover the unpaid amount of the claim and if successful
in whole or in part, Indemnitee shall also be entitled to be paid the expenses
of prosecuting such claim. The burden of proving that Indemnitee is not entitled
to an advancement of expenses shall be on the Company.
12. PRESUMPTIONS AND EFFECT OF CERTAIN PROCEEDINGS.
(a) In making a determination required to be made under Delaware law
with respect to entitlement to indemnification hereunder, the
person, persons or entity making such determination shall presume
that Indemnitee is entitled to indemnification under this
Agreement if Indemnitee has submitted a request for
indemnification in accordance with Section 6 of this Agreement,
and the Company shall have the burden of proof to overcome that
presumption in connection with the making of any determination
contrary to that presumption. Neither the failure of the Company
or of any person, persons or entity to have made a determination
prior to the commencement of any action pursuant to this
Agreement that indemnification is proper in the circumstances
because Indemnitee has met the applicable standard of conduct,
nor an actual determination by the Company or by any person,
persons or entity that Indemnitee has not met such applicable
standard of conduct, shall be a defense to the action or create a
presumption that Indemnitee has not met the applicable standard
of conduct.
(b) The termination of any Proceeding or of any claim, issue or
matter therein, by judgment, order, settlement or conviction, or
upon a plea of NOLO CONTENDERE or its equivalent, shall not
(except as otherwise expressly provided in this Agreement) of
itself adversely affect the right of
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Indemnitee to indemnification or 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, with respect to any criminal Proceeding, that
Indemnitee had reasonable cause to believe that his conduct was
unlawful.
(c) For purposes of any determination of good faith, Indemnitee shall
be deemed to have acted in good faith if Indemnitee's action is
based on the records or books of account of the Enterprise,
including financial statements, or on information supplied to
Indemnitee by the officers of the Enterprise in the course of
their duties, or on the advice of legal counsel for the
Enterprise or the Board of Directors or counsel selected by any
committee of the Board of Directors or on information or records
given or reports made to the Enterprise by an independent
certified public accountant or by an appraiser, investment banker
or other expert selected with reasonable care by the Company or
the Board of Directors or any committee of the Board of
Directors. The provisions of this Section 12(c) shall not be
deemed to be exclusive or to limit in any way the other
circumstances in which the Indemnitee may be deemed to have met
the applicable standard of conduct set forth in this Agreement.
(d) The knowledge and/or actions, or failure to act, of any director,
officer, agent or employee of the Enterprise shall not be imputed
to Indemnitee for purposes of determining the right to
indemnification under this Agreement.
13. REMEDIES OF INDEMNITEE.
(a) RIGHT TO PETITION COURT. In the event that Indemnitee makes a
request for payment of Indemnifiable Amounts under Sections 3, 4
and 5 above or a request for an advancement of Expenses under
Sections 10 and 11 above and the Company fails to make such
payment or advancement in a timely manner pursuant to the terms
of this Agreement, Indemnitee may petition the Delaware Chancery
Court to enforce the Company's obligations under this Agreement.
(b) BURDEN OF PROOF. In any judicial proceeding brought under Section
13(a) above, the Company shall have the burden of proving that
Indemnitee is not entitled to payment of Indemnifiable Amounts
hereunder.
(c) EXPENSES. The Company agrees to reimburse Indemnitee in full for
any Expenses incurred by Indemnitee in connection with
investigating, preparing for, litigating, defending or settling
any action brought by Indemnitee under Section 13(a) above, or in
connection with any claim or counterclaim brought by the Company
in connection therewith, if Indemnitee is successful in whole or
in part in connection with any such action.
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(d) FAILURE TO ACT NOT A DEFENSE. The failure of the Company
(including its Board of Directors or any committee thereof,
independent legal counsel, or stockholders) to make a
determination concerning the permissibility of the payment of
Indemnifiable Amounts or the advancement of indemnifiable
Expenses under this Agreement shall not be a defense in any
action brought under Section 13(a) above, and shall not create a
presumption that such payment or advancement is not permissible.
14. DEFENSE OF THE UNDERLYING PROCEEDING.
(a) NOTICE BY INDEMNITEE. Indemnitee agrees to notify the Company
promptly upon being served with any summons, citation, subpoena,
complaint, indictment, information, or other document relating to
any Proceeding which may result in the payment of Indemnifiable
Amounts or the advancement of Expenses hereunder; PROVIDED,
HOWEVER, that the failure to give any such notice shall not
disqualify Indemnitee from the right, or otherwise affect in any
manner any right of Indemnitee, to receive payments of
Indemnifiable Amounts or advancements of Expenses unless the
Company's ability to defend in such Proceeding is materially and
adversely prejudiced thereby.
(b) DEFENSE BY COMPANY. Subject to the provisions of the last
sentence of this Section 14(b) and of Section 14(c) below, the
Company shall have the right to defend Indemnitee in any
Proceeding which may give rise to the payment of Indemnifiable
Amounts hereunder; PROVIDED, HOWEVER, that the Company shall
notify Indemnitee of any such decision to defend within thirty
(30) calendar days of receipt of notice of any such Proceeding
under Section 14(a) above. The Company shall not, without the
prior written consent of Indemnitee, consent to the entry of any
judgment against Indemnitee or enter into any settlement or
compromise which (i) includes an admission of fault of Indemnitee
or (ii) does not include, as an unconditional term thereof, the
full release of Indemnitee from all liability in respect of such
Proceeding, which release shall be in form and substance
reasonably satisfactory to Indemnitee. This Section 14(b) shall
not apply to a Proceeding brought by Indemnitee under Section
13(a) above or pursuant to Section 22 below.
(c) INDEMNITEE'S RIGHT TO COUNSEL. Notwithstanding the provisions of
Section 14(b) above, if in a Proceeding to which Indemnitee is a
party by reason of Indemnitee's Corporate Status, (i) Indemnitee
reasonably concludes that he or she may have separate defenses or
counterclaims to assert with respect to any issue which may not
be consistent with the position of other defendants in such
Proceeding, (ii) a conflict of interest or potential conflict of
interest exists between Indemnitee and the Company, or (iii) if
the Company fails to assume the defense of such proceeding in a
timely manner, Indemnitee shall be entitled to be represented by
a separate legal counsel of Indemnitee's choice at the expense of
the Company. In
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addition, if the Company fails to comply with any of its
obligations under this Agreement or in the event that the Company
or any other person takes any action to declare this Agreement
void or unenforceable, or institutes any action, suit or
proceeding to deny or to recover from Indemnitee the benefits
intended to be provided to Indemnitee hereunder, Indemnitee shall
have the right to retain a counsel of Indemnitee's choice, at the
expense of the Company, to represent Indemnitee in connection
with any such matter.
15. REPRESENTATIONS AND WARRANTIES OF THE COMPANY. The Company hereby
represents and warrants to Indemnitee as follows:
(a) AUTHORITY. The Company has all necessary power and authority to
enter into, and be bound by the terms of, this Agreement, and the
execution, delivery and performance of the undertakings
contemplated by this Agreement have been duly authorized by the
Company.
(b) ENFORCEABILITY. This Agreement, when executed and delivered by
the Company in accordance with the provisions hereof, shall be a
legal, valid and binding obligation of the Company, enforceable
against the Company in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy,
insolvency, moratorium, reorganization or similar laws affecting
the enforcement of creditors' rights generally.
16. INSURANCE. The Company shall, from time to time, make the good faith
determination whether or not it is practicable for the Company to obtain and
maintain a policy or policies of insurance with a reputable insurance company
providing the Indemnitee with coverage for losses from wrongful acts. For so
long as Indemnitee shall remain a director or officer of the Company and with
respect to any such prior service, in all policies of director and officer
liability insurance, Indemnitee shall be named as an insured in such a manner as
to provide Indemnitee the same rights and benefits as are accorded to the most
favorably insured of the Company's officers and directors. Notwithstanding the
foregoing, the Company shall have no obligation to obtain or maintain such
insurance. The Company shall promptly notify Indemnitee of any good faith
determination not to provide such coverage.
17. CONTRACT RIGHTS NOT EXCLUSIVE. The rights to payment of Indemnifiable
Amounts and advancement of indemnifiable Expenses provided by this Agreement
shall be in addition to, but not exclusive of, any other rights which Indemnitee
may have at any time under applicable law, the Company's Certificate of
Incorporation or By-laws, or any other agreement, vote of stockholders or
directors (or a committee of directors), or otherwise, both as to action in
Indemnitee's official capacity and as to action in any other capacity as a
result of Indemnitee's serving as a director or officer of the Company.
18. SUCCESSORS. This Agreement shall be (a) binding upon all successors
and assigns of the Company (including any transferee of all or a substantial
portion of the business, stock and/or assets of the Company and any direct or
indirect successor by merger or consolidation
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or otherwise by operation of law) and (b) binding on and shall inure to the
benefit of the heirs, personal representatives, executors and administrators of
Indemnitee. This Agreement shall continue for the benefit of Indemnitee and such
heirs, personal representatives, executors and administrators after Indemnitee
has ceased to have Corporate Status.
19. SUBROGATION. In the event of any payment of Indemnifiable Amounts
under this Agreement, the Company shall be subrogated to the extent of such
payment to all of the rights of contribution or recovery of Indemnitee against
other persons, and Indemnitee shall take, at the request of the Company, all
reasonable action necessary to secure such rights, including the execution of
such documents as are necessary to enable the Company to bring suit to enforce
such rights.
20. CHANGE IN LAW. To the extent that a change in Delaware law (whether by
statute or judicial decision) shall permit broader indemnification or
advancement of expenses than is provided under the terms of the By-laws and this
Agreement, Indemnitee shall be entitled to such broader indemnification and
advancements, and this Agreement shall be deemed to be amended to such extent.
21. SEVERABILITY. Whenever possible, each provision of this Agreement
shall be interpreted in such a manner as to be effective and valid under
applicable law, but if any provision of this Agreement, or any clause thereof,
shall be determined by a court of competent jurisdiction to be illegal, invalid
or unenforceable, in whole or in part, such provision or clause shall be limited
or modified in its application to the minimum extent necessary to make such
provision or clause valid, legal and enforceable, and the remaining provisions
and clauses of this Agreement shall remain fully enforceable and binding on the
parties.
22. INDEMNITEE AS PLAINTIFF. Except as provided in Section 13(c) of this
Agreement and in the next sentence, Indemnitee shall not be entitled to payment
of Indemnifiable Amounts or advancement of indemnifiable Expenses with respect
to any Proceeding brought by Indemnitee against the Company, any Entity which it
controls, any director or officer thereof, or any third party, unless the Board
of Directors of the Company has consented to the initiation of such Proceeding.
This Section 22 shall not apply to counterclaims or affirmative defenses
asserted by Indemnitee in an action brought against Indemnitee.
23. MODIFICATIONS AND WAIVER. Except as provided in Section 20 above with
respect to changes in Delaware law which broaden the right of Indemnitee to be
indemnified by the Company, no supplement, modification or amendment of this
Agreement shall be binding unless executed in writing by each of the parties
hereto. No waiver of any of the provisions of this Agreement shall be deemed or
shall constitute a waiver of any other provisions of this Agreement (whether or
not similar), nor shall such waiver constitute a continuing waiver.
24. GENERAL NOTICES. All notices, requests, demands and other
communications hereunder shall be in writing and shall be deemed to have been
duly given (a) when delivered by hand, (b) when transmitted by facsimile and
receipt is acknowledged, or (c) if mailed by certified
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or registered mail with postage prepaid, on the third business day after the
date on which it is so mailed:
(i) If to Indemnitee, to:
___________________________
___________________________
___________________________
___________________________
(ii) If to the Company, to:
Metabolix, Inc.
▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Attention: General Counsel
or to such other address as may have been furnished in the same manner by any
party to the others.
25. GOVERNING LAW; CONSENT TO JURISDICTION; SERVICE OF PROCESS. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Delaware without regard to its rules of conflict of laws. Each of the
Company and the Indemnitee hereby irrevocably and unconditionally consents to
submit to the exclusive jurisdiction of the Delaware Chancery Court and the
courts of the United States of America located in the State of Delaware (the
"DELAWARE COURTS") for any litigation arising out of or relating to this
Agreement and the transactions contemplated hereby (and agrees not to commence
any litigation relating thereto except in such courts), waives any objection to
the laying of venue of any such litigation in the Delaware Courts and agrees not
to plead or claim in any Delaware Court that such litigation brought therein has
been brought in an inconvenient forum. Each of the parties hereto agrees, (a) to
the extent such party is not otherwise subject to service of process in the
State of Delaware, to appoint and maintain an agent in the State of Delaware as
such party's agent for acceptance of legal process, and (b) that service of
process may also be made on such party by prepaid certified mail with a proof of
mailing receipt validated by the United States Postal Service constituting
evidence of valid service. Service made pursuant to (a) or (b) above shall have
the same legal force and effect as if served upon such party personally within
the State of Delaware. For purposes of implementing the parties' agreement to
appoint and maintain an agent for service of process in the State of Delaware,
each such party does hereby appoint The Corporation Trust Company, ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, as such agent and each
such party hereby agrees to complete all actions necessary for such appointment.
[signature page follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year first above written.
METABOLIX, INC.
By:
------------------------------------
Name:
Title:
INDEMNITEE
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[Name]