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EXHIBIT 99.6
May 1, 1995
VIA FEDERAL EXPRESS
Mr. Tor Boswick
Mid Ocean Investments Ltd.
00 Xxxxx Xxxxxx - 0xx Xxxxx
Xxxxxxxx
XXXXXXX
Re: DUSA Pharmaceuticals, Inc.
Investor Relations Services Agreement
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Dear Tor:
As we discussed, DUSA Pharmaceuticals, Inc. (the "Company") wishes to
memorialize the terms of the Investor Relations Services Agreement with Mid
Ocean Investments Ltd. ("Mid Ocean") for international investor relations and
corporate business advice.
Services
The services Mid Ocean will provide include the following: performance
of international investor relations and corporate communications projects as are
mutually agreed upon; planning meetings with international institutional
investors; updating international institutional investors regularly on new
developments concerning the Company; seeking additional international investors
for Company securities; handling international media relations; and providing
corporate business advice. Mid Ocean shall provide a quarterly report to the
Company outlining its progress and plans for the succeeding quarter.
As compensation for Mid Ocean's services, the Company will pay Mid
Ocean the following fees:
1. A per diem consulting fee of U.S. $1,000.00 payable quarterly
within thirty (30) days of invoice for services rendered;
provided that services for fees in excess of U.S. $15,000.00
in any quarter shall be subject to prior written request by
the Company; and
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Mr. Tor Boswick
Mid Ocean Investments Ltd.
May 1, 1995
Page 2 Re: DUSA Pharmaceuticals, Inc.
2. The Company will issue to Mid Ocean a warrant to purchase up
to 20,000 shares of the authorized stock of the Company at
U.S. $4.00 per share (the "Warrant"). The Warrant shall vest
immediately and is non-cancelable. The Warrant shall be
exercisable for five (5) years from March 22, 1995, the date
of the grant.
Warrant
The number of shares and exercise price per share subject to the
warrant shall be adjusted in the case of any dividend, stock split or other
recapitalization or reorganization so that the Warrant shall not be diminished
or diluted. The Warrant is non-assignable.
Mid Ocean understands that neither the Warrant nor the underlying
shares of common stock are qualified for sale in Ontario or Canada or registered
in the United States or any of the states thereof. Mid Ocean undertakes not to
offer or sell such securities directly or indirectly in Ontario or Canada or
anywhere in the United States without registration under the Securities Act of
1933, as amended, or exemption from such registration.
Mid Ocean understands that the Company does not have an obligation to
register the common stock underlying the Warrant. Such Warrant is exempted from
registration under the Securities Act of 1933, as amended (the "Act"), pursuant
to Regulation S, and may not be resold in the United States or Canada without
registration or exemption from registration provided by the Act.
Expense Reimbursement
In addition to the fees payable hereunder, the Company shall reimburse
Mid Ocean upon request from time to time, for all reasonable out-of-pocket
expenses incurred by Mid Ocean (including but not limited to printing and
graphic design, travel, postage, copying, secretarial, legal, and phone
expenses) in connection with Mid Ocean's services pursuant to this agreement.
Individual out-of-pocket expenses will not exceed U.S. $250.00 without the
consent of the Company.
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Mr. Tor Boswick
Mid Ocean Investments Ltd.
May 1, 1995
Page 3 Re: DUSA Pharmaceuticals, Inc.
Term
This agreement shall be for a term of one (1) year. Thereafter, either
party may terminate this agreement at any time upon thirty (30) days' prior
written notice, without liability or continuing obligation to the other party,
except that termination shall not affect the reimbursement and indemnification
provisions contained in this agreement.
Confidentiality
Each of the Company and Mid Ocean possesses confidential information
with respect to its business and affairs which it has acquired through the
expenditure of time and money. Each of the Company and Mid Ocean shall use all
reasonable efforts to protect the confidential information of the other and keep
such information confidential, using a standard of care that the Company or Mid
Ocean, as the case may be, would reasonable expect to employ for its own similar
confidential information.
Indemnification
Each party agrees it will indemnify and hold harmless the other party,
its officers, directors, employees, agents and controlling persons from and
against any and all losses, claims, damages, liabilities and expenses, joint or
several (including all reasonable fees and expenses of counsel) arising out of
this agreement. However, neither party will be liable under this paragraph to
the other party to the extent that any loss, claim, damage, liability or expense
is found in a final judgment by a court of competent jurisdiction to have
resulted from the other party's gross negligence or willful misconduct, or
violation of United States laws. Each party agrees to notify the other promptly
of the assertion against it or any other person of any claim or the commencement
of any action or proceeding relating to any matter which involves such party.
Miscellaneous
The benefits of this agreement shall inure to the respective successors
and assigns of the parties, and the obligations and liabilities assumed in this
agreement by the parties shall be binding upon their respective successors and
assigns.
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Mr. Tor Boswick
Mid Ocean Investments Ltd.
May 1, 1995
Page 4 Re: DUSA Pharmaceuticals, Inc.
The validity and interpretation of this agreement shall be governed by
the laws of the State of New Jersey as applied to agreements made and to be
fully performed therein.
Mid Ocean undertakes to refer any inquiries or requests with respect to
the Company from international residents or firms to the Company or as it may
direct.
Mid Ocean acknowledges and agrees that it is authorized to disclose
only to potential investors, information which is contained in press releases,
securities filings, and in the public domain.
If the foregoing correctly sets forth our agreement, please sign, date,
and return to us the enclosed copy of this letter, whereupon this letter shall
constitute a binding agreement between us.
Very truly yours,
DUSA Pharmaceuticals, Inc.
By: /s/ D. Xxxxxxxx Xxxxxxx
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Dr. D. Xxxxxxxx Xxxxxxx
Chairman
Confirmed and agreed to this 18 day of July, 1995.
Mid Ocean Investments, Ltd.
By:
Tor Boswick
President
