Exhibit 10.17
FINANCIAL CONSULTING AGREEMENT
THIS AGREEMENT is made and entered into as of May 10, 2003, by and between CYTRX
CORPORATION, located at 00000 Xxx Xxxxxxx Xxxx., Xxxxx 000, Xxx Xxxxxxx, XX
00000 ("CytRx") and XXXXX XXXXXX, located 0000 Xxxxxxxxxxx Xxxxx, Xxxx Xxxx, XX
00000 ("Consultant").
For further consideration of the mutual promises and covenants contained herein,
the parties hereto agree as follows:
1. SERVICES.
(a) CytRx hereby hires and employs Consultant as an independent
contractor; and Consultant does hereby accept its position as
an independent contractor to CytRx upon the terms and
conditions hereinafter set forth.
(b) Consultant will perform financial advisory services on a
non-exclusive basis. Such services will be performed on a best
efforts basis and will include the following:
(1) Introduction of CytRx to brokerage firms to discuss
potential investment banking relationships:
(2) Identification of and introduction to potential
merger or acquisition candidates;
(3) Assistance to CytRx with capital structuring and the
placement of new debt and equity securities;
(4) Any such other activities as the parties may mutually
agree to, all with the objective of accomplishing
CytRx's business and financial goals.
(c) Consultant shall devote such time as, in the sole discretion
of the Consultant, to the performance of his duties, is needed
to fulfill his duties under all of the terms and conditions of
this Agreement.
(d) Both parties intend this Agreement to be a personal contract
and Consultant shall not assign or delegate any rights, duties
or obligations arising under this Agreement without the prior
written consent of CytRx, which consent may be withheld in
CytRx's sole discretion.
2. COMPENSATION.
Except as expressly provided herein, neither CytRx nor any parent,
subsidiary, or affiliate of CytRx or joint venture in which CytRx an interest,
shall be liable for any payment to Consultant.
(a) CytRx shall pay to Consultant upon execution of this
Agreement, a one time retainer fee of 100,000 restrictive
common shares. During the term of Consultant's services. For
further compensation of services rendered, Consultant shall be
given 200,000 two-year warrants exercisable at $1.00 per
shares. Such shares shall be fully paid and non assessable,
issued pursuant to a valid board of director's resolution and
plan of compensation, adopted by CytRx, in accordance with the
laws of the State of Florida and California and all applicable
federal securities laws.
(b) Consultant shall be reimbursed by CytRx for all costs incurred
by Consultant in the performance of his duties, as set forth
in Section 1(b). Consultant will agree to obtain prior written
approval for any expense item in excess of $200.00.
(c) Requests by Consultant for reimbursement of expenses must be
accompanied by an itemization of such expenses and reimbursed
within thirty (30) days of Consultant submission.
(d) All compensation and expense reimbursements are subject to
audit by CytRx upon request by CytRx and Consultant agrees to
cooperate fully with CytRx in the event of such a request.
(e) Piggyback Registration Rights. If CytRx, during the period of
time from May 10, 2003 to May 9, 2004 files a new Registration
Statement on Form S-3 under the Securities Act of 1933, as
amended, covering the sale of any CytRx's Common Stock, then
on each such occasion, CytRx shall include in any such
Registration Statement the shares of Common Stock previously
issued to Consultant, provided that such shares are eligible
for inclusion in the Form S-3 and that Consultant is eligible
under NASD regulations.
3. TERM AND TERMINATION.
The term of this Agreement shall commence May 10, 2003 and shall
automatically terminate effective May 9, 2004.
(a) Consultant shall have the right to full compensation as
defined in Section 2 (a) and may terminated this Agreement at
any time without notice (i) for illegal acts or willful
neglect on the part of Cytrx or CytRx's agents or employees or
(ii) in the event any representation, warranty, covenant, or
agreement of CytRx contained in this Agreement shall prove to
be inaccurate in whole or in part or (iii) in the event that
CytRx materially breaches any of its obligations under this
Agreement.
4. In connection with the performance of this Agreement, CytRx and
Consultant shall comply with all applicable laws and regulations,
including, without limitation, those of the National Association of
Securities Dealers, Inc. and the Securities Exchange Commission.
5. This Agreement may not be executed in counterparts and by fax
transmission, each counterpart being deemed an original.
IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year
first above written.
CYTRX CORPORATION CONSULTANT
By: /s/ Xxxxx Xxxxxxxxx By: /s/ Xxxxx Xxxxxx
------------------- --------------------------------
Xxxxx Xxxxxxxxx Xxxxx Xxxxxx
29
