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INSM > SEC Filings for INSM > Form 8-K on 16-Jan-2014All Recent SEC Filings

Show all filings for INSMED INC

Form 8-K for INSMED INC


Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01. Entry into a Material Definitive Agreement.

On January 10, 2014, the Board of Directors (the "Board") of Insmed Incorporated (the "Company") approved a form of indemnification agreement (the "Indemnification Agreement") to be entered into with each of the Company's directors and officers. Under the Indemnification Agreement, the Company agrees to indemnify these individuals against liability arising out of the performance of their duties as directors or officers of the Company. The Indemnification Agreement provides mandatory indemnification for all liabilities, including reasonable expenses, incurred in any proceeding arising out of an indemnitee's service to the Company or to any other entity at the Company's request, to the fullest extent permitted by law and the Company's Articles of Incorporation, except as otherwise provided in the Indemnification Agreement. The Company also agrees to advance any and all expenses incurred in connection with a proceeding if requested by the indemnitee, on the terms and conditions set forth in the Indemnification Agreement, which include a requirement that the indemnitee furnish an undertaking to repay any funds advanced if a final judgment determines that the indemnitee is not entitled to indemnification. The Indemnification Agreement also provides procedures for requesting and obtaining indemnification and advancement of expenses. The Company's obligations under the Indemnification Agreement continue after the indemnitee is no longer serving the Company with respect to claims based on past service to the Company.

The foregoing description of the Indemnification Agreement is qualified in its entirety by reference to the form of Indemnification Agreement, a copy of which is attached hereto as Exhibit 10.1 and incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No. Description
10.1 Form of Indemnification Agreement

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