XXXXXX XXXXXX ASSOCIATES, INC.
PUBLIC RELATIONS COUNSEL
EXHIBIT 4.9
-----------
May 13, 1996
Xx. Xxxxx X. Xxxxxx
Chief Executive Officer
Bentley Pharmaceuticals, Inc.
One Urban Centre, Suite 000
0000 Xxxx Xxxxxxx Xxxxxxxxx
Xxxxx, XX 00000-0000
Dear Xxx:
This "letter of agreement," effective May 16, 1996, outlines the terms and
conditions under which my firm ("RTA") would be most pleased to serve as
investor relations/public relations counsel to Bentley Pharmaceuticals Inc.
("BTN").
o Length of agreement: 12 months, renewable on May 1, 1997, unless terminated
earlier under termination clause contained herein;
o Scope of services: RTA will provide a wide range of services as necessary,
including counsel, written materials, presentation and interview coaching, and
media and investor relations;
o Payment Terms: An invoice for services rendered and expenses incurred will be
issued to Bentley Pharmaceuticals on the first business day of each month of
service. BTN agrees to pay each invoice, in full, and deliver the payment to RTA
no later than the last business day of the month in which the invoice is due and
payable; the first invoice under this agreement will be delivered to Bentley
Pharmaceuticals on May 16, for the period May 16-May 31, which will be
considered "full" work month for purposes of this agreement; RTA will expect the
first payment under this agreement to be delivered no later than May 31, which
is the last business day of the month;
o Monthly retainer/Stock options: Bentley Pharmaceuticals agrees to pay RTA
$4,000 each month for the length of this contract, which commences on May 16,
1996. Additionally, Xxxxxxx Pharmaceuticals agrees to give Xxxxxx X. Xxxxxx the
option to purchase 25,000 shares of the company's stock, at a "locked in" price
per share as of the close of business of May 16; these options will vest
quarterly, at the rate of 6,250 shares;
o Reimbursement: Bentley Pharmaceuticals agrees to reimburse RTA for any and all
reasonable out-of-pocket expenditures -- such as telephone, travel, photocopying
and postage expenses -- that RTA may incur in the role of investor/public
relations counsel for BTN. Sizable production-related expenditures will not be
incurred without the company's prior approval;
Xxx Xxxxx Xxxx x Xxxxx 000 x Xxxxxx, XX x 00000
Phone (000) 000-0000 o Fax: (000) 000-0000
LETTER OF AGREEMENT/2
o Indemnification: Bentley Pharmaceuticals agrees to indemnify and hold RTA
harmless from and against any and all losses, claims, damages, expenses or
liabilities that RTA incurs as the result of any information, representations,
reports or data furnished by, prepared by or approved by Bentley Pharmaceuticals
for use by RTA;
o Termination: This agreement will commence on May 16, 1996. Either you or I
have the right to end our relationship by providing 60 days advanced written
notice of the intent to terminate. All indemnification provisions for events
occurring prior to termination will survive any such termination.
Xxx, please indicate your acceptance on behalf of Bentley Pharmaceuticals of the
terms and conditions of this agreement by signing and returning it to me at your
earliest convenience.
Thank you very much for your business! I look forward to a long and mutually
beneficial relationship.
Sincerely,
/s/ Xxxxxx X. Xxxxxx
--------------------
Xxxxxx X. Xxxxx
President
Xxxxxx Xxxxxx Associates Inc.
Accepted by:
/s/ Xxxxxxx X. Xxxxx
--------------------
Xxxxxxx X. Xxxxx
VP, CFO
Bentley Pharmaceuticals, Inc.
-2-
