EXHIBIT 10.47
BRIGHTON CAPITAL, LTD.
0000 XXXXXXX XXXX XXXX
XXXXX 0000
XXX XXXXXXX, XX 00000
(000) 000-0000; FAX: (000) 000-0000
March 11, 2002
Xx. Xxx Xxxxx, Chief Financial Officer
NeoTherapeutics, Inc.
000 Xxxxxxxxxx Xxxxx
Xxxxxx, XX 00000
Re: NeoTherapeutics, Inc.
---------------------
Dear Xx. Xxxxx:
This letter shall confirm the non-exclusive finder's arrangement between
Brighton Capital, Ltd. ("Brighton") and NeoTherapeutics, Inc. ("NEOT") in the
event that NEOT proceeds with a debt and/or equity transaction
("Transaction(s)") with a party introduced or procured by Brighton, even though
NEOT may have been previously introduced to that party by another. There is no
obligation to consummate any Transaction and NEOT can choose to accept or reject
any Transaction in its sole and absolute discretion. NEOT acknowledges that
there is no guaranty or assurance that any Transaction will take place and that
the final legal documentation may contain terms that vary with those set forth
on any term sheets. In the event that a Transaction(s) occurs, NEOT agrees to
pay Brighton the following at each close (or at Brighton's request, NEOT shall
direct the investor to pay the fees directly to Brighton) in cash (a) 6% (six)
of all cash amounts received and (b) 10,000 warrants per $1,000,000 funded. The
terms and conditions of the warrants including the exercise price and
registration rights shall be identical to those of the investor. NEOT agrees to
pay one-half of the fees each to Brighton and Xxxxxx Capital, Ltd.
NEOT agrees to indemnify and hold harmless Brighton and its affiliates,
directors, officers, shareholders, employees and agents (the "Indemnified
Parties") against any and all losses, claims, damages or liabilities, joint or
several, including attorney's fees, to which the Indemnified Parties may become
subject, arising out of or related to actions taken or omitted to be taken by an
Indemnified Parties in connection with any service rendered, or any Transaction
or proposed Transaction contemplated, or any Indemnified Party's role in
connection therewith. In this regard, and without limitation, NEOT acknowledges
that Brighton is not responsible for the actions of the investor or its agents.
NEOT acknowledges that none of the Indemnified Parties is acting as attorney,
accountant, or financial advisor to NEOT and that NEOT will seek its own
professional advice with respect to the Transaction. Brighton and NEOT agree
that the obligations of each of the parties are solely corporate obligations,
and that no officer, director, employee, agent or shareholder of either party
shall be subjected to any personal liability whatsoever to any person, nor will
any claim for liability or suit be asserted by, or on behalf of, either Brighton
or NEOT. In the event of any dispute between the parties hereto, the parties
Xx. Xxx Xxxxx
March 11, 2002
Page 2 of 2
agree to resolve all matters in binding arbitration before the American
Arbitration Association in Los Angeles, CA with the prevailing party entitled to
reasonable attorney's fees and costs.
Xx. Xxx Xxxxx
March 11, 2002
Page 2 of 2
This agreement supercedes all other prior agreements between the parties named
herein.
NEOT agrees not to mention the name of Brighton or its agents in any press
release or new announcement without the written consent of Brighton.
Please acknowledge your agreement to the terms of this letter by executing a
copy of this letter where indicated below and returning it to us by fax at
000-000-0000. Please call me on my private line at 000-000-0000 if you have any
questions.
By: Brighton Capital, Ltd. By: NeoTherapeutics, Inc.
/s/Xxxxxxx Xxxxx /s/Xxx Xxxxx
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Xxxxxxx X. Xxxxx, President Xxx Xxxxx, Chief Financial Officer
