This Indemnification Agreement (this "Agreement") is made as of this 4th day of February, 2000, by and between
Quidel Corporation, a Delaware corporation (the "Company") and [name of director and/or officer]
("Indemnitee"), a director and/or officer of the Company.
WHEREAS, the Company and Indemnitee recognize the increasing difficulty in obtaining directors' and officers'
liability insurance, the significant increases in the cost of such insurance and the general reductions in the coverage
of such insurance; and
WHEREAS, the Company and Indemnitee further recognize the substantial increase in corporate litigation
subjecting officers and directors to expensive litigation risks at the same time that liability insurance has been
severely limited; and
WHEREAS, Indemnitee does not regard the current protection available as adequate given the present
circumstances, and Indemnitee and other officers and directors of the Company may not be willing to serve as
officers and directors without adequate protection; and
WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as
Indemnitee, to serve as officers and directors of the Company and to indemnify its officers and directors so as to
provide them with the maximum protection permitted by law.
NOW, THEREFORE, the Company and Indemnitee hereby agree as follows:
(a) THIRD PARTY PROCEEDINGS. The Company shall indemnify Indemnitee if Indemnitee is or was a party
or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in the right of the Company) by reason of
the fact that Indemnitee is or was a director, officer, employee or agent of the Company or any subsidiary of the
Company, by reason of any action or inaction on the part of Indemnitee while an officer or director or by reason
of the fact that Indemnitee