Exhibit 10.9
XxXXXXX FINANCIAL CONSULTANTS, INC.
Specializing in Investor Relations
Xxxx Xxxxxx Xxx 0000
Xxxxxxx Xxxxxxx, Xxxxxx 00000
August 19, 2002
Xxxxxx X. Xxxxxxxxx, M.D.
Chairman and Chief Executive Officer
NeoTherapeutics, Inc.
000 Xxxxxxxxxx Xxxxx
Xxxxxx, Xxxxxxxxxx 00000
Dear Raj:
This Letter of Agreement sets forth the terms and conditions under
which NeoTherapeutics, Inc. agrees to engage XxXxxxx Financial Consultants, Inc.
as consultants in investor relations. XxXxxxx Financial Consultants, Inc. is
engaged as an independent contractor to act as a consultant to NeoTherapeutics,
Inc. within the framework of this Letter of Agreement.
The engagement is to commence August 1, 2002 and continue to July 31,
2004. The engagement is to continue after July 31, 2004, on a quarterly basis,
until terminated by mutual written agreement or by written notice by either
party thirty days in advance of a quarterly renewal date.
During the term of the engagement, XxXxxxx Financial Consultants, Inc.
will provide consultation services on NeoTherapeutics, Inc.'s investor relations
activities as requested. These services shall include:
- Advice and assistance in developing and maintaining a cost-effective, goal
oriented investor relations program.
- Advice and assistance on stockholder programs, relations and
communications.
- Advice and assistance on relations with registered representatives,
security analysts, portfolio managers, investment advisors and other
members of the financial community.
- Training and assistance of Company personnel in performing investor
relations functions.
- Advice and assistance in developing presentations and other communications
for the financial community.
Xxxxxx X. Xxxxxxxxx, M.D. August 19, 2002
NeoTherapeutics, Inc. Page 2
- Arrangement of meetings with key members of the financial community in the
United States.
- Advice and assistance in targeting the appropriate members of the financial
community and maintenance of a targeted mailing and contact list.
- Advice and assistance in monitoring stock performance and investor
relations activities.
For services as consultants under this Letter of Agreement,
NeoTherapeutics, Inc. will pay XxXxxxx Financial Consultants, Inc. for the time
spent and services provided on NeoTherapeutics, Inc.'s behalf at a rate of
$10,000 per month, payable monthly beginning on August 1, 2002 through July 31,
2003. For the period from August 1, 2003 through July 31, 2004, NeoTherapeutics,
Inc. will pay XxXxxxx Financial Consultants, Inc. for the time spent and
services provided on NeoTherapeutics, Inc.'s behalf at a rate of $12,000 per
month, payable monthly.
This agreement may be terminated at the option of NeoTherapeutics at
any time for cause. For purposes of this Agreement, "cause" shall be defined as
any of the following, provided however, that the board of directors of the
Corporation by a duly adopted resolution has determined the presence of such
cause in good faith: (i) XxXxxxx Financial Consultants, Inc.'s material breach
of any of its duties and responsibilities under this Agreement; or, (ii) XxXxxxx
Financial Consultants, Inc.'s commission of an act of fraud or willful
misconduct or gross negligence in the performance of its duties.
NeoTherapeutics shall have the right to terminate this Agreement
without cause at any time, but any such termination shall be without prejudice
to XxXxxxx Financial Consultants, Inc.'s rights to receive all payments due
under this agreement upon termination.
XxXxxxx Financial Consultants, Inc. shall have the right to terminate
this Agreement if at its sole discretion determines that a material change in
the operations of NeoTherapeutics has occurred.
NeoTherapeutics, Inc. agrees to indemnify and hold XxXxxxx Financial
Consultants, Inc. harmless against any loss, damage, expense (including legal
and other related fees and expenses), liability or claim arising out of
negligent or other wrongful actions by NeoTherapeutics, Inc. or its officers or
employees and relating to XxXxxxx Financial Consultants, Inc.'s performance
under this Agreement. XxXxxxx Financial Consultants, Inc. shall advise
NeoTherapeutics, Inc. in writing of any such claim of liability within a
reasonable time after first receipt of any notice or other information which
would suggest the likelihood of such claim or action.
Xxxxxx X. Xxxxxxxxx, M.D. August 19, 2002
NeoTherapeutics, Inc. Page 3
XxXxxxx Financial Consultants, Inc. agrees to indemnify and hold
NeoTherapeutics, Inc. harmless against any loss, damage, expense (including
legal and other related fees and expenses), liability or claim arising out of
negligent or other wrongful actions by XxXxxxx Financial Consultants, Inc. or
its officers or employees and relating to XxXxxxx Financial Consultants, Inc.'s
performance under this Agreement. NeoTherapeutics, Inc. shall advise XxXxxxx
Financial Consultants, Inc. in writing of any such claim of liability within a
reasonable time after first receipt of any notice or other information, which
would suggest the likelihood of such claim or action.
XxXxxxx Financial Consultants, Inc. will maintain the confidentiality
of all corporate and financial planning information provided to XxXxxxx
Financial Consultants, Inc. by NeoTherapeutics, Inc. This information shall
remain confidential until such information becomes publicly available without
fault on the part of XxXxxxx Financial Consultants, Inc. or is disclosed by
NeoTherapeutics, Inc. to third parties without similar restrictions.
If this Letter of Agreement is approved and agreed to, please sign the
original and enclosed duplicate under the work "Accepted". Retain the original
for your records and return the duplicate for my files.
Sincerely,
/s/ Xxxxxxx X. XxXxxxx
Xxxxxxx X. XxXxxxx
Executive Vice President
Accepted and Agreed to this
19th day of August, 2002
NEOTHERAPEUTICS, INC.
By: /s/ Xxxxxx X. Xxxxxxxxx
-----------------------------------------
Xxxxxx X. Xxxxxxxxx, M.D.
Chairman and Chief Executive Officer
