September 21, 1998
Xx. Xxxxxx X. Xxxxxxxx
Pharmaceutical Consultant
000 Xxxxxxxxxxx Xxxx
Xx. Xxxxxx, XX 00000
Re: Finder's Fee Agreement
Dear Xxx:
This letter constitutes our agreement under which you will act as
our advisor in connection with raising capital for Ixion Biotechnology, Inc., a
Delaware corporation with offices in Alachua, Florida ("we" or "Ixion"), as
follows:
1. Ixion engages you as a finder, on a nonexclusive basis, to act on
Ixion's behalf on a best efforts basis in connection with raising capital.
2. Ixion will compensate you for capital successfully raised as
follows:
5.0% of the first million (or part thereof); 3.0% of the
second million dollars (or part thereof); 1.0% of amounts
above $2,000,000;
Compensation shall be based on the aggregate cash amounts
actually received in connection with any transaction,
including transactions which involve investments in
installments; Compensation will be payable for any placement
made to an investor introduced by you if such placement is
made within one year of the introduction, regardless of
whether this Agreement has otherwise terminated; and You will
bear your own expenses.
3. Ixion's obligations hereunder are conditioned upon the following:
a) No payment is due until Ixion actually receives the funds
raised as a result of your efforts. When funds are received in
installments, your fee will be paid in installments.
b) The investment must be on terms acceptable to Ixion, as
determined by Ixion's Board of Directors.
c) The funds must be received from investors with whom Ixion
had not been previously introduced by others or found on its
own.
(i) Upon execution of this agreement, you will supply a
list of the persons to whom you have introduced Ixion or
with whom you have had discussions on our behalf on or
before the date hereof; (ii) Such list will be
incorporated herein by reference; and (iii) You will
notify Ixion in writing promptly after each such
introduction or discussion you have or make after the
date hereof.
d) You must participate in the negotiations or otherwise make
a material contribution to the transaction leading to the
investment.
e) You must hold Ixion and Xx. Xxxx harmless against any claim
by you, or any other entity of which you are, were, or will
be, an officer, principal, agent or employee for any other
fee.
f) You warrant that you will be the only finder entitled to a
fee in connection with a transaction hereunder, unless other
finders are disclosed in advance and accepted by Ixion, and
that you will not receive a fee from the investor.
g) Offering materials will be drafted by Ixion or its
attorneys. You will not provide investors offering materials
without Ixion's prior written consent.
6. At all times you shall be an independent contractor.
7. Ixion may furnish you with Confidential Information (defined
below). During the term of this agreement, and at all times thereafter, you
shall not disclose Confidential Information to third parties (unless they
likewise agree to keep such information confidential in a manner satisfactory to
Ixion), nor will you use Confidential Information for any purpose whatsoever
except to perform services for Ixion pursuant to this agreement. "Confidential
Information" is information which you have reason to believe is confidential or
which Ixion designates as confidential, including, but not limited to,
information relating to Ixion's operations, facilities, product development
plans, business directions, or marketing plans. Confidential Information does
not include public information you already knew before the date of this letter,
information which is public knowledge, or information you receive from third
parties who are not under a confidentiality obligation to Ixion.
8. This agreement shall continue until July 31, 1999. Either party
may terminate this agreement upon 30 day's written notice to the other. Upon
termination of this agreement, all Confidential Information shall be returned to
Ixion.
9. This Agreement is the only agreement between the parties relating
to the subject matter hereof. No changes or supplements to this Agreement shall
be effective unless stated in a written document of a subsequent date that is
executed by both parties. This Agreement shall be governed by and construed
under the laws of the State of Florida. This Agreement is effective as of the
date written below.
Sincerely yours,
_____/S/_________
Xxxxxx X. Xxxxxx
ACCEPTED AND AGREED TO:
Dated:
Xxxxxxxx.finderfee.wpd
List of Contacted Parties at September 21, 1998
Charter Venture Capital
Sen Medical
HealthCare Ventures
BB Biotechnology
CytRx
