Indemnity Agreement

EXHIBIT 10.29


[FORM OF]

INDEMNITY AGREEMENT


THIS INDEMNITY AGREEMENT (" Agreement" ) is made and entered into as of this day of , 200 , by and between Accentia Biopharmaceuticals, Inc., a Florida corporation (the " Company" ), and , a director and/or officer of the Company (the " Executive" ).

BACKGROUND

The Company recognizes that it is essential to retain and attract as officers and directors the most capable persons available and that growth in corporate litigation subjects officers and directors to significant litigation risks and the potential for significant personal liability. In addition, the vagaries of public policy and the interpretation of the Florida Business Corporation Act, court opinions, and the Company' s articles of incorporation and bylaws are often ambiguous, conflicting, and/or uncertain, and therefore they fail to provide the Company' s officers and directors with adequate or reliable advance knowledge or guidance with respect to the legal risks and potential liabilities to which they may become personally exposed as a result of performing their duties for the Company or by reason of their status as officers and/or directors. The Company also recognizes that the statutory indemnification provisions of the Florida Business Corporation Act and the indemnification provisions contained in the Company' s bylaws expressly provide that they are non-exclusive. The Executive does not regard the protections available under such provisions adequate in the present circumstances and considers it necessary and desirable to his service as an officer or director of the Company to have adequate protection. Accordingly, the Company is willing to enter into this Agreement with the Executive, and the Executive is willing to continue serving as an officer or director of the Company in exchange for the assurances contained in this Agreement.


For the reasons recited above and in consideration of the respective covenants contained in this Agreement, the parties agree as follows:

1. Certain Definitions . The following terms as used in this Agreement shall be defined as follows:

a. " Action(s)" shall include, without limitation, any potential, threatened, pending, or completed action, claim, litigation, suit, or proceeding, whether civil, criminal, administrative, arbitrative, or investigative, whether predicated on foreign, Federal, state, or local law, whether brought under or predicated upon the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and their respective state counterparts and any rule or regulation promulgated thereunder, whether a Derivative Action and whether formal or informal, including any privately conducted negotiations.


b. " Affiliate" shall include, without limitation, any corporation, partnership, joint venture, employee benefit plan, trust, or other similar enterprise that directly or indirectly through one or more intermediaries, controls or is controlled by, or is under common control with, the Company.


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c. " Authority" shall mean the panel of arbitrators or independent legal counsel selected under Paragraph 5 of the Agreement.


d. " Breach of Duty" shall mean the Executive breached or failed to perform his duties to the Company or an Affiliate, as the case may be, and the Executive' s breach of or failure to perform those duties constitutes:

(1) a violation of criminal law, unless the Executive had reasonable cause to believe that his or her conduct was lawful or had no reasonable cause to believe that his or her conduct was unlawful;

(2) a breach of " duty of loyalty" (as defined herein) to the Company or its shareholders;

(3) with respect to securities law actions, acts or omissions not in " good faith" (as further defined herein);


(4) gross negligence, fraudulent or reckless misconduct, or a knowing violation of the law;

(5) a violation of Section 607.0834, Florida Statutes, or any successor provisions;

(6) a transaction from which the Executive derived an improper personal benefit (which shall mean an improper personal financial profit unless such profit is determined to be immaterial in light of all the circumstances); or


(7) willful misconduct or a conscious disregard for the best interests of the Company in a proceeding by or in the right of the Company to procure a judgment in its favor or in a proceeding by or in the right of a shareholder of the Company.

In determining whether the Executive has acted or omitted to act otherwise than in " good faith," as such term is used herein, the Authority, or the court, shall determine solely whether the Executive (i) in the case of conduct in his " official capacity" (as defined herein) with the Company, believed in the exercise of his business judgment, that his conduct was in the best interests of the Company; and (ii) in all other cases, reasonably believed that his conduct was at least not opposed to the best interests of the Company.

e. " Derivative Action" shall mean any Action brought by or in the right of the Company and/or an Affiliate.

f. " Duty of loyalty" shall mean a breach of fiduciary duty by the Executive that constitutes a willful failure to deal fairly with the Company or its shareholders in connection with a transaction in which the Executive has a material undisclosed personal conflict of interest.

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g. " Expenses" shall include, without limitation, any and all expenses, fees, costs, charges, attorneys' fees and disbursements, other out-of-pocket costs, reasonable compensation for time spent by the Executive in connection with the Action for which he or she is not otherwise compensated by the Company, any Affiliate, any third party or other entity, and any and all other direct and indirect costs of any kind or nature whatsoever.

h. " Liabilities" shall include, without limitation, judgments, amounts incurred in settlement, fines, penalties, and, with respect to any employee benefit plan, any excise tax or penalty incurred in connection therewith, and any and all liabilities of every kind or nature whatsoever.

i. " Official capacity" shall mean the office of director or officer of the Company, membership on any committee of directors, any other offices of the Company held by the Executive and any other employment or agency relationship between the Executive and the Company and " official capacity," as such term is used herein, shall not include service for any Affiliate or other foreign or domestic corporation or any partnership, joint venture, trust, employee benefit plan, or other enterprise.

j. " Statute" shall mean Section 607.0850, Florida Statutes, or any successor provision(s).

k. " Termination Date" shall mean the date the Executive ceases, for whatever reason, to serve as a director or in an employment relationship with the Company or any Affiliate.

2. Agreement to Serve . In consideration of the indemnity given by the Company as set forth in Paragraph 3 and the other obligations of the Company as set forth in this Agreement, the Executive hereby covenants and agrees to continue or commence serving the Company and/or any Affiliate, at the will of the Company or under separate contract, as the case may be, as an officer and/or director thereof; provided , however , that nothing contained in this Agreement shall create or constitute a contract of employment between the Company and the Executive and the termination of the Executive' s relationship with the Company and/or any Affiliate by either party hereto shall not be restricted by this Agreement.


3. Indemnity .


a. In consideration of the covenant and agreement set forth in Paragraph 2 and the consideration set forth in the background section of this Agreement, in all cases other than those set forth in Paragraph 3c hereof, the Company hereby covenants and agrees, subject to the conditions and limitations set forth hereinafter in this Paragraph 3 and elsewhere in this Agreement, to indemnify and hold the Executive harmless if he or she is or was a party, or is threatened to be made a party, to any Action by reason of his status as, or the fact that he or she is or was or has agreed to become, a director or officer of the Company, or is or was serving or has agreed to serve as a director or officer of an Affiliate, or as to acts performed in the course of the Executive' s duty to the Company and/or to an Affiliate, against Liabilities and reasonable Expenses incurred by or on behalf of the Executive in connection with any Action, including,


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without limitation, in connection with the investigation, defense, settlement, or appeal of any Action, provided , that it is not determined by the Authority pursuant to Paragraph 5 that the Executive has engaged in misconduct that constitutes a Breach of Duty.

b. To the extent the Executive has been successful on the merits or otherwise in connection with any Action, including, without limitation, the settlement, dismissal, abandonment, or withdrawal of any such Action where the Executive does not pay, incur, or assume any material Liabilities, or in connection with any claim, issue, or matter therein, he or she shall be indemnified by the Company against reasonable Expenses incurred by or on behalf of him or her in connection therewith. The Company shall pay such Expenses to the Executive (net of all Expenses, if any, previously advanced to the Executive pursuant to Paragraph 4), or to such other person or entity as the Executive may designate in writing to the Company, within ten days after the receipt of the Executive' s written request therefor, without regard to the provisions of Paragraph 5. If the Company refuses to pay such requested Expenses, the Executive may petition a court to order the Company to make such payment pursuant to Paragraph 6.

c. Notwithstanding any other provisions contained in this Agreement to the contrary, the Company shall not:

(1) indemnify, contribute, or advance Expenses to the Executive with respect to any Action initiated or brought voluntarily by the Executive and not by way of defense, except with respect to Actions:

(A) brought to establish or enforce a right to indemnification, contribution or an advance of Expenses under Paragraph 6 of this Agreement or under the Statute as it may then be in effect or any other applicable statute or law or otherwise as required;

(B) initiated or brought voluntarily by the Executive to the extent the Executive is successful on the merits or otherwise in connection with such Action in accordance with and pursuant to Paragraph 3b of this Agreement; or

(C) as to which the Board determines it is appropriate.


(2) indemnify the Executive against judgments, fines, or penalties incurred in a Derivative Action if the Executive is finally adjudged liable to the Company by a court (unless the court before which such Derivative Action was brought determines that the Executive is fairly and reasonably entitled to indemnity for any or all of such judgments, fines, or penalties); or


(3) indemnify the Executive under this Agreement for any amounts paid in settlement or any Action effected without the Company' s written consent.

The Company shall not settle any Action in any manner that would impose any Liabilities or other kind of limitation on the Executive without the Executive' s written consent. Neither the Company nor the Executive shall unreasonably withhold its, his, or her consent to any proposed settlement.


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d. The Executive' s conduct with respect to an employee benefit plan sponsored by or otherwise associated with the Company or an Affiliate for a purpose he or she reasonably believed to be in the interests of the participants in ...