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EXHIBIT 10.13
King Pharmaceuticals, Inc. 000-000-0000
000 Xxxxx Xxxxxx [KING PHARMACEUTICALS LOGO] (000) 000-0000
Bristol, Tennessee 37620 Fax: (000) 000-0000
Xxxx X. Xxxxxxx
Chairman of the Board
and C.E.O.
July 30, 1997
VIA OVERNIGHT DELIVERY
Xx. Xxxxxx X. Xxxxxx
Xxxxxx & Co.
Interstate Tower
000 Xxxx Xxxxx Xxxxxx, Xxxxx 0000
Xxxxxxxxx, Xxxxx Xxxxxxxx 00000
Dear Xx. Xxxxxx:
The purpose of this letter agreement is to set forth the terms and
conditions of the engagement of Bourne & Co. by King Pharmaceuticals, Inc.
(hereafter "King") as investment bankers to consult with King on a potential
underwriting of its common stock in an initial public offering.
X. Xxxx agrees to pay Bourne & Co. a fee equal to one percent (1%)
of the net proceeds resulting to King from a consummated
initial public offering of the common stock of King Pharmaceuticals,
Inc. which shall include, but shall not be limited to: (a) an
effective registration statement, (b) a complete settlement with an
underwriter, (c) the issuance of the common stock in the offering,
(d) the collection of all proceeds form the initial public
offering, and (c) the signature of all final documents necessary
or proper to effect the initial public offering.
B. Such one percent (1%) fee shall be due and payable, in immediately
available funds, if and only if all the conditions set forth in
paragraph A have been concluded prior to the termination of this
agreement and to King's reasonable satisfaction.
C. Such one percent (1%) fee shall be offset by all monthly retainer
fees previously paid to Bourne & Co. and by any such monthly
retainer fees then due and payable to Bourne & Co.
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D. This arrangement between Bourne & Co. and Xxxx is effective,
regardless of the date of execution hereof, from August 1, 1997 and
will continue in effect until 11:59 p.m. (E.D.T.) on July 31, 1998.
This agreement shall not automatically renew or extend beyond
11:59 p.m. (E.D.T.) on July 31, 1998.
X. Xxxx agrees to pay Bourne & Co. a monthly retainer fee of Ten
Thousand and No/100 Dollars ($10,000.00) per calendar month
during the term of this agreement (i.e., August 1, 1997 - July 31,
1998). Payment for the month of August 1997 will be due and payable
upon the execution of this agreement. Thereafter payments shall be
due and payable on the first day of each and every subsequent month
for a period of twelve calendar months or upon the date when all
the conditions set forth in paragraph A have been completely
satisfied, whichever first occurs.
F. During the term of this agreement, Xxxx agrees to reimburse Bourne
& Co. for any and all reasonable out-of-pocket costs incurred
on its behalf and to provide original receipts documenting same to
King. Bourne & Co. will obtain King's authorization prior to
incurring any and all such expenses.
G. This agreement supersedes all previous written or oral
understandings between Bourne & Co. and King. All other
understandings or agreements, whether oral or written, except
those pertaining to confidential or proprietary information, shall
be considered null and void. This agreement contemplates no other
obligation to Bourne & Co. from King other than as set forth herein
relating specifically to the consummation of an initial public
offering of King's common stock. King has no obligation or
responsibility to Bourne & Co. for funds flowing to King from any
source other than from a public offering of its stock under the
terms and provisions set forth herein. All other obligations,
liabilities, and commitments to Bourne & Co. from King or its
affiliates have been completely satisfied and paid in full.
H. Neither party may assign its rights or obligations under this
agreement.
I. This agreement shall be governed by, construed and enforced in
accordance with the laws of the State of Tennessee. This
agreement or any provision hereof cannot be amended, changed,
supplemented or waived except in a writing signed by both of the
parties.
J. This agreement shall be binding upon and shall inure to the benefit
of the parties and their respective successors.
K. Nothing in this Agreement shall be deemed to create a joint
venture, partnership, amalgamation, employer/employee
relationship or any similar relationship between Xxxx and Bourne &
Co.
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L. Neither party shall disclose the existence of this agreement
without the written consent of the other. Bourne & Co. shall
issue no press releases regarding this transaction or the underlying
initial public offering without the written consent of King.
If this agreement meets with your approval, please execute on the
spaces provided below and return a copy to us keeping one for your files.
Very truly yours,
/s/Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Chairman of the Board &
Chief Executive Officer
Xxxxxx to and accepted this 31 day of July, 1997.
BOURNE & CO.
By: /s/ Xxxxxx X. Xxxxxx
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Xxxxxx X. Xxxxxx, President
