Exhibit 10.59
INTRODUCTION AGREEMENT
Pursuant to this Introduction Agreement (this "Agreement") entered into as
of February 12, 1998 (the "Effective Date"), between Paramount Capital
Investments, LLC, having a place of business at 000 Xxxxxxx Xxxxxx, 00xx xxxxx,
Xxx Xxxx, Xxx Xxxx 00000 (the "Disclosing Party") and Pacific Pharmaceuticals,
Inc. (the "Recipient"), the parties hereto agree:
1. The Disclosing Party will introduce Recipient to the persons,
universities and/or companies (each an "Introduced Party") listed on Schedule I
with the intent that Recipient may acquire the technologies and companies
described thereon being developed by such parties (the "Acquisition
Candidates").
2. In the event that the Recipient enters into a contract,
license, stock purchase agreement, loan agreement or any other agreement or
arrangement with respect to any of the Acquisition Candidates, then the
Recipient shall pay to the Disclosing Party for each such Acquisition
Candidate a total of $*, of which payment of $* is due upon signing of an
agreement for an Acquisition Candidate and $* shall be deferred until *.
Additionally, Recipient shall grant to the Disclosing Pary and/or its
designees a number of shares of common stock of the Company, par value $.002
per share, vesting according to Schedule II attached hereto. In addition,
upon receipt of appropriate documentation, the Recipient shall reimburse the
Disclosing Party for all reasonable expenses incurred in connection with any
Acquisition Candidate not to exceed $*. For a period of thirty-six (36)
months from the date hereof, Recipient shall not enter into a contract,
license, stock purchase agreement, loan agreement or other agreement or
arrangement with any Introduced Party unless the compensation as set forth
herein is paid to the Disclosing Party.
3. It is agreed that the compensation to Disclosing Party with
respect to the Acquisition Candidates shall be solely the obligation of
Recipient.
4. Recipient recognizes and understands that the Disclosing Party
has not executed any agreements (other than the Confidentiality Agreement as
described below and attached hereto as Exhibit A) with respect to the proposed
Acquisition Candidates and therefore Recipient agrees not to contact any such
parties or any of their officers, directors, employees, agents, affiliates
and/or consultants without an officer of the Disclosing Party or without the
prior written consent of an officer of the Disclosing Party and further agrees
not to take any action that would adversely affect or otherwise hinder the
Disclosing Party's ability to ultimately execute any agreements with such
parties.
5. This Agreement constitutes the entire agreement of the parties
pertaining to the subject matter hereof, and the parties have made no
agreements, representations or warranties relating to the subject matter of this
Agreement that are not set forth herein and no agreement subsequent to the date
hereof relating to the subject matter of this Agreement shall be binding upon
either party unless in writing and executed by both the Disclosing Party and
Recipient.
6. Neither party shall be reasonable in relying on oral statements
made by the other which are not contained in a written agreement signed by both
parties.
* This material has been omitted pursuant to a request for confidential
treatment. The material has been filed with the Securities and Exchange
Commission.
This Agreement may not be modified, amended or waived in any manner except by
an instrument in writing signed by each of the parties hereto.
7. The waiver by either party of compliance with any provision of
this Agreement by the other party shall not operate or be construed as a waiver
of such party of a provision of this Agreement.
8. Neither party may assign its rights or obligations hereunder.
9. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to the conflicts of the
law principles thereof.
10. Any disputes between the parties hereto arising out of this
Agreement and the transactions contemplated hereby shall be determined by valid
and binding arbitration in New York, New York.
11. This Agreement may be executed in any number of counterparts,
each of which counterparts, when so executed and delivered, shall be deemed an
original, and all of which counterparts, taken together, shall constitute one
and the same instrument.
12. Any notice or other communication under this Agreement shall be
in writing and shall be deemed to have been given: when delivered personally
against receipt therefor; one (1) day after being sent by Federal Express or
similar overnight delivery; or three (3) days after being mailed registered or
certified mail, postage prepaid, return receipt requested, to either party at
the address set forth below, or to such other address as such party shall give
by notice hereunder to the other party.
If to Recipient: Pacific Pharmaceuticals, Inc.
0000 Xxxx Xxxxx Xxxx
Xxx Xxxxx, XX 00000
Attn: Chief Executive Officer
Tel: 000-000-0000
Fax: 000-000-0000
If to Disclosing Party: Paramount Capital Investments, LLC
000 Xxxxxxx Xxxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attn: Xxxxxxx X. Xxxxx
Tel: 000-000-0000
Fax: 000-000-0000
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement of
Introduction to be executed by their respective duly authorized representatives
as of the day and year first written above.
PARAMOUNT CAPITAL INVESTMENTS, LLC
by
---------------------------------
Name: Xxxxxxx X. Xxxxxxxxx, M.D.
Title: Chairman
PACIFIC PHARMACEUTICALS, INC.
by
---------------------------------
Name: H. Xxxxxxxx Xxxx
Title: President and Chief Executive Officer
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SCHEDULE I
INTRODUCED PARTIES AND ACQUISITION CANDIDATES
1. Name: Xx. Xxxxxxx Xxxx
Xx. Xxxxxx Xxxxxxx
Company/University: Penn State University
University of Chicago
National Institute of Health
Technology: 0-6-Benzyl Guanine
License Agreement: U.S. Patent #'s: 5,091,430,
5,358,952, 5,352,669, 5,525,606 and
their foreign equivalents and any
patent applications and patents
issuing from any of the foregoing.
U.S. Patent Application #'s:
08/620/969 filed 3/25/96, 08/255/190
filed on 6/7/94, 08/661/923 filed on
6/11/96 and their foreign
equivalents, and any patents
applications and patents issuing from
any of the foregoing.
SCHEDULE II
EQUITY COMPENSATION
The following represents the equity compensation to the Disclosing Party for
assigning the licensing and/or acquisition opportunities described in
Schedule I to this Introduction Agreement.
* shares vesting pursuant to the following schedule until 100% of the shares are
vested:
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Vesting Event Vesting Shares
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Upon the execution of Definitive
Agreements with respect to such
Acquisition Candidates *%
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Upon the initiation of the first
Company Sponsored Phase I
clinical trial or equivalent (if no phase I,
then upon the entry into Phase II) *%
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Upon the initiation of the first
Company Sponsored Phase II
clinical trial or equivalent (including
a continuation of a Phase I into a
Phase II, or a trial designated a Phase I/II) *%
--------------------------------------------------------------------------------
Upon the initiation of EACH
subsequent Company Sponsored
Phase II clinical trial or equivalent
(including a continuation of a Phase I
into a Phase II, or a trial designated a
Phase I/II) for an additional indication *%
--------------------------------------------------------------------------------
Upon the initiation of THE FIRST
Company Sponsored Phase III
clinical trial or equivalent (including a
continuation of a Phase II into a Phase III,
or a trial designated a Phase II/III) *%
--------------------------------------------------------------------------------
Upon the initiation of EACH
subsequent Company Sponsored
Phase III clinical trial or equivalent
(including a continuation of a Phase II into
a Phase III, or a trial designated a
Phase II/III) for an additional indication *%(1)
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Upon EACH NDA or foreign filing
in a Foreign Major Market *%
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Upon EACH NDA or equivalent
approval in a Foreign Major Market *%
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(1) For the sake of clarity, the parties hereto agree that if additional
indications are sought for the Technology in addition to the first indication
(currently anticipated to be glioma) then early vesting is provided through
these additional vesting events.
* This material has been omitted pursuant to a request for confidential
treatment. The material has been filed with the Securities and Exchange
Commission.
