FINDER FEE AGREEMENT
FINDER
FEE AGREEMENT
This
agreement (the “Agreement”) is made as of this 22 day of March, 2006, by and
between
Rosenram Business Development Ltd. of 00 Xxxxxxxx Xxxxx Xxxx, Xxx Xxxx (the
“Finder”); and
Rosetta Genomics Ltd. of 00 Xxxxx Xxxxxx, Xxxxxxxxx, Xxxxxx, (the “Company”).
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Whereas
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The
Company is engaged in breakthrough research and development in the
field
of bio-informatic detection, prediction and discovery of microRNA
genes
and their respective functions and utilities, and therapeutic and
diagnostic uses based thereof;
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Whereas
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The
Company is seeking to complete a preferred equity round of financing
(the
“Financing), under
which the Company intends to raise up to S13M (the “Investment”).
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Whereas
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the
Finder has connections with potential investors (“Investors”) that
may have interest in making cash investments in the Company’s equity
(“Investment
Transactions”);
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Whereas
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the
Company is interested in using the Finder services, on a non exclusive
basis, for the purposes of locating Investors and facilitating such
Investment Transactions with them, subject to the terms and conditions
contained herein.
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NOW,
THEREFORE, in consideration of the mutual promises and conditions set forth
herein the parties agree as follows:
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1.
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Finder
Obligations.
Finder shall act to locate Finder Contacts (as such term is defined
herein), present them to the Company and assist the Company in negotiating
and
facilitating Investment Transactions with such Finder
Contacts.
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2.
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Finder
Contacts.
The term “Finder Contact” shall mean all Investors that: (i) Finder
introduced
to the Company and the parties mutually agreed in writing that it
shall be
so considered, and (ii) with which Finder arranged meetings or discussions
and contributed to
facilitating Investment Transactions with, and (iii) that were
pre-approved by the Company and are listed on Schedule
A
hereto as amended from time to time by the parties
in writing. Notwithstanding anything contained herein it is clarified
and
declared that the conclusion of an Investment Transaction, if any,
shall
be at the Company’s sole discretion. The Finder shall not introduce the
Company to any specific Investor without receiving the Company’s prior
consent.
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3.
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Success
Fees.
In the event Company enters into an agreement for an Investment
Transaction with a Finder Contact during the Term (as defined in
Section 6
below) or within 3 months following the date of its expiration or
termination (the “Determining Period”), for an Investment Transaction in
the Financing, the Finder shall be entitled to the following
consideration:
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| 3.1.1 |
A
cash commission of 4% of the cash investments made by Finder Contacts
in the Financing.
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| 3.1.2 |
In
addition to the consideration specified in Section 3.1.1 above the
Finder
shall be entitled to an option to purchase an amount of ordinary
shares
of the Company equal to up to 2% of the amount of shares allotted
by the
Company to the Finder Contacts pursuant to the Financing at the
price
per share of the converted shares. The option will be valid for 36
months
following the closing of the
Financing.
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3.2
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For
the avoidance of any doubt, the terms of the Success Fee under this
section 3 are relevant and applicable to the Financing
only.
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4.
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Payments
and Reports.
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| 4.1 |
All
cash amounts due to Finder hereunder shall be paid in the same currency
in
which
the Company receives the Finder Investments. VAT shall be added to
all
payments
against a proper VAT invoice. For the removal of doubt, it is hereby
agreed that the Finder shall be responsible for all taxes, withholdings,
and other similar statutory obligations. The Finder agrees to defend,
indemnify and hold the Company harmless from any and all claims made
by
any entity on account of an alleged failure by the Finder to satisfy
any
such tax or withholding
obligations.
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| 4.2 |
The
Company shall inform Finder of any Financing between the Company
and a
Finder Contact within 30 days of its signing.
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2
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5.
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Company
Information.
The Company shall provide Finder with reasonable information, as
it may deem necessary, regarding the Company, its products, services,
technology and
relevant markets for the purpose of Finder performing its duties
hereunder. Subject to
Section 2 above, the Company hereby authorizes the Finder to provide
such
information
only to prospective Finder Contacts pre-approved by the Company.
Any
and
all information provided by the Company to Finder is subject to the
confidentiality clause
in this agreement. Confidential information obtained by the Finder
from
the Company
shall be subject to the terms and conditions of the Company’s
non-disclosure agreement, as detailed in Section 8
below.
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6.
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Term
and Termination.
The term of this Agreement is for a period of 3 months commencing
at the date hereof (the “Term”).
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Either
party may terminate this agreement on the occurrence of one of the
following:
6.1
by
serving the other party a 15 days prior written notice to such
effect;
6.2
forthwith, by serving the other party a written notice, in the
event that the other party has breached any of its undertaking hereunder
and not
cured such breach within 7 days
of the non-breaching party’s notice to such effect;
6.3
forthwith,
without need for a written notice, in the event that the other party has entered
into any liquidation, insolvency, bankruptcy or similar
proceedings.
In
the
event of termination of this Agreement, and if such termination is made by
the
Company
pursuant to Sections 6.2 or 6.3 above, the Finder shall not be entitled to
receive
any Success Fees not paid to them by the date of termination. In any other
event, the provisions of Section 3 apply. Subject to the above, the Company
may
continue to pursue any relations with Finder Contacts following termination
of
this Agreement. Following termination of this Agreement, for any reason: (i)
Finder shall immediately cease representing to third parties that it has any
rights granted to it herein, and (ii) the Company may require Finder to return
all documentation concerning the Company and its products in its possession
to
the Company. For avoidance of doubt, the provisions of Sections 7 and 8 below
shall survive the termination of this Agreement.
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7.
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Intellectual
Property.
Finder recognizes and acknowledges that all of the Company’s IP, including
without limitation, all the Company’s patents, patent applications,
copyrights, trade
names and trade marks, solely belong to the Company which is and
shall
remain its sole owner, and it is hereby expressly agreed that nothing
in
this agreement shall constitute or be considered as constituting
a
transfer or license of the Company’s intellectual
property rights or any part thereof by the Company to Finder. Finder
shall
adhere to any reasonable instructions given to it in writing by the
Company aimed for the protection of the Company’s trademarks and any other
intellectual properly rights.
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3
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8.
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Confidentiality.
Finder shall, both during the term of this Agreement and after the
expiration
or termination of this Agreement, hold the proprietary and confidential
information of the Company (the “Confidential Information”) in strict
confidence and will
not disclose or make such Confidential Information available in any
form
to any third
party or to use such Confidential Information for any purposes other
than
the implementation of this Agreement. Confidential Information shall
mean
any and all information provided to Finder by Company, whether related
lo
business, technology or any other matter relevant to the Company,
excluding information which is in the public domain not as a consequence
of a breach of any confidentiality undertaking by Finder. Without
derogating from the generality of the above, Finder shall sign a
Confidentiality undertaking in the form attached as Schedule B
hereto.
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Finder
undertakes to retain in strict confidence and not to disclose to any third
party
any information related to this Agreement, its terms and
conditions.
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9.
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Independent
Contractors.
It is hereby expressly declared and agreed that the parties have
entered
this Agreement as independent contractors and this Agreement in no
way
establishes
any principal - agent, employer - employee, or partnership relations
between the parties. Nothing in this Agreement shall be construed
as
granting either party the power or authority to act for or on behalf
of
the other party, to create any undertakings on behalf of the other
party,
or to bind or commit the other party in respect to any such undertakings,
except as set forth herein or as otherwise agreed to in writing between
the parties prior to such act.
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10.
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Governing
Law/ Jurisdiction.
This Agreement shall be governed by the laws of the State
of Israel, without regard to its conflict of law rules and the competent
courts of Tel Aviv-Jafa
shall have exclusive jurisdiction over all matters arising under
or
relating to this Agreement.
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4
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11.
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Counterparts/Entire
Agreement.
This Agreement may be executed in several counterparts,
each of which shall be deemed an original and all of which shall
together
constitute one and the same Agreement. This Agreement constitutes
the
entire agreement between the Parties respecting the subject matter
hereof
and supersedes any and
all prior agreements or understandings between the Parties with respect
to
the subject
matter hereof, whether written or oral. Except as set forth herein,
no
addition or modification
of this Agreement will be effective or binding unless in writing
and
executed
by both of the Parties.
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[REMAINDER
OF PAGE INTENTIONALLY LEFT BLANK]
IN
WITNESS WHEREOF the Parties, through their duly authorized representatives
have
executed
this Agreement on the date(s) as of the date written above.
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ROSETTA
GENOM1CS
LTD.
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ROSENRAM
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512921388
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______________
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Rosenram
Business Development Ltd.
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By:
Illegible
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By:
Xxxxxxx Xxxxxx
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Title:
CEO
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Title:
Director
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5
Schedule
A – FINDER
CONTACTS
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1.
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Rosenram
Trustees Ltd. company no. 513767913 - $ 1,750,000 (Xxxxx Xxxxx French
resident).
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2.
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Instanz
Nominees Pty Ltd - $ 3,700,000
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3.
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Dolphin
Energies Ltd. - $1,000,000 / $ 2,000,000
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