EXHIBIT 10.17
FINDER AGREEMENT
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Pursuant to this Finder Agreement (this "Agreement") entered into
November 19, 1999, (the "Effective Date"), between Lakaro BioPharmaceuticals,
Inc., a company organized under the laws of the State of Delaware, having a
place of business at 000 Xxxxx Xx., Sha'arei Ha'ir Xxxxxxxxx, Xxxxxx 00000 (the
"Company") and Paramount Capital, Inc., having a place of business at 000
Xxxxxxx Xxxxxx, 00xx Xxxxx, Xxx Xxxx, Xxx Xxxx 00000 (the "Finder"), the parties
hereto agree:
1. In connection with the offering (the "Offering") by the Company of
Units consisting of 1,000 shares of Series A Convertible Preferred Stock, stated
value $100.00 per share (the "Preferred Stock"), the Finder will introduce the
Company to third parties (the "Introduced Parties") with the hope and intent
that the Introduced Parties will purchase Units in the Offering (an
"Investment");
2. In the event that during the term of this Agreement, an Introduced
Party makes an Investment in the Company, then the Company shall pay to the
Finder, immediately following the closing of the Investment and the transfer of
the proceeds to the Company, a placement fee in cash equal to five percent (5%)
of such Investment. In addition, the Company, immediately following the closing
of the Investment, shall grant to the Finder and/or its designees, three (3)
year warrants to purchase a number of shares of Common Stock equal to three
percent (3%) of the aggregate number of shares of Common Stock issuable upon
conversion of the Preferred Stock purchased by purchasers of Units in the
Offering at an exercise price equal to $2.91 per share.
3. It is understood by the parties that the Finder may utilize the
services of one or more selected dealers that are members of the National
Association of Securities Dealers, Inc., or are located outside the U.S. (a
"Selected Dealer"), locate Introduced Parties. It is further understood by the
parties that any placement fee payable by the Company in connection with such
Introduced Parties shall be payable solely to the Finder. The Finder shall be
solely responsible for any financial arrangements it might make with such
Selected Dealer and the Company shall have no liability whatsoever therefore.
4. The Company agrees to indemnify and hold harmless the Finder and
its respective partners, affiliates, shareholders, directors, officers, agents,
advisors, representatives, employees, counsel and controlling persons within the
meaning of the Securities Act of 1933, as amended (the "Securities Act") (a
"Finder Indemnified Party") from and against any and all losses, liabilities,
claims, damages and expenses whatsoever (and all actions in respect thereof),
and to reimburse the Finder Indemnified Party for legal fees and related
expenses as incurred (including, but not limited to the costs of giving
testimony or furnishing documents in response to a subpoena or otherwise, the
costs of investigating, preparing, pursuing or defending any such action or
claim whether or not pending or threatened, whether or not resulting in any
liability, and whether or not the Finder or any Finder Indemnified Party is a
party thereto), insofar as such losses, liabilities, claims, damages or expenses
arise out of, relate to, whether or not resulting in any liability, are in
incurred in connection with or are in any way a result of (i) the engagement of
the Finder pursuant to this Agreement and in connection with the transactions
contemplated by this Agreement and the Confidential Private Placement
Memorandum, the Subscription
Agreement, the Units and the securities underlying such Units (collectively the
"Offering Documents") (the "Engagement"), including any modifications or future
additions to such Engagement and related activities prior to the date hereof,
(ii) any act by the Finder or any Finder Indemnified Party taken in connection
with the Engagement, (iii) a breach of any representation, warranty, covenant,
or agreement of the Company contained in this Agreement, (iv) the employment by
the Company of any device, scheme or artifice to defraud, or the engaging by the
Company in any act, practice or course of business which operates or would
operate as a fraud or deceit, or any conspiracy with respect thereto, in
connection with the sale of the Units, or (v) any untrue statement or alleged
untrue statement of a material fact contained in any of the Offering Documents
or the omission or alleged omission therefrom of a material fact necessary in
order to make the statements therein, in light of the circumstances under which
they were made, not misleading. Notwithstanding the foregoing, the Company will
not be liable in any such case if and to the extent that any such loss, claim,
damage, liability or expense (A) arises out of or is based upon an untrue
statement or alleged untrue statement or omission or alleged omission made by
any Finder Indemnified Party unless the Finder Indemnified Party's statement or
omission is consistent with information found in the Offering Documents; or (B)
arises out of or is based on information furnished to the Company by the Finder
in writing specifically for use in the Offering Documents.
5. Unless sooner terminated by either party at their option at any
time upon ten (10) days written notice and without the payment of any penalty,
this Agreement shall remain in effect for a period of 90 days from the date of
inception, and may be renewed, upon mutual consent, for additional 90 day
periods thereafter. This Agreement shall automatically terminate in the event of
its assignment without the express approval of both parties.
6. This Agreement constitutes the entire agreement of the parties
pertaining to the subject matter hereof, and the parties have made no
agreements, representations or warranties relating to the subject matter of this
agreement that are not set forth herein or therein. This Agreement supersedes
and replaces any and all prior agreements or understandings between the parties
hereto, whether written, oral or otherwise.
7. The provisions set forth in this Agreement shall be severable. If
any provision contained in this Agreement is found to be invalid, illegal or
unenforceable, such provision shall be limited to the extent possible to render
it enforceable, and the validity of the remaining provisions contained herein
shall not in any way be affected or impaired thereby.
8. This Agreement may not be modified, amended or waived in any
manner except by an instrument in writing signed by each of the parties hereto.
The waiver by either party of compliance with any provision of this agreement by
the other party shall not operate or be construed as a waiver of such party of a
provision of this agreement.
9. All notices and other communications by either party shall be in
writing and deemed to have been duly given if delivered by hand or sent by
telecopier or facsimile transmission to the parties hereto at the addresses set
forth above, or to such other address as any party hereto specifies to the
other.
9. Neither party may assign its rights or obligations hereunder.
10. This Agreement shall be governed by and construed in accordance
with the laws of the State of New York, without regard to the conflicts of the
law principles thereof. The parties agree to settle any disputes through binding
arbitration in the city, county and State of New York.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement of Introduction to be executed by their respective duly authorized
representatives as of the day and year written above.
PARAMOUNT CAPITAL, INC.,
By: /s/ Xxxxxxx X. Xxxxxxxxx, M.D.
__________________________________
Name: Xxxxxxx X. Xxxxxxxxx, M.D.
Title: Chairman
LAKARO BIOPHARMACEUTICALS, INC.
By: /s/ Xxx Xxxxxxxxx
__________________________________
Name: Xxx Xxxxxxxxx
Title: Treasurer
