EXHIBIT 10.59
INTRODUCTION AGREEMENT
Pursuant to this Introduction Agreement (this "Agreement") entered into
as of February 12, 1998 (the "Effective Date"), between Paramount Capital
Investments, LLC, having a place of business at ▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇ (the "Disclosing Party") and Pacific
Pharmaceuticals, Inc. (the "Recipient"), the parties hereto agree:
1. The Disclosing Party will introduce Recipient to the persons,
universities and/or companies (each an "Introduced Party") listed on Schedule
I with the intent that Recipient may acquire the technologies and companies
described thereon being developed by such parties (the "Acquisition
Candidates").
2. In the event that the Recipient enters into a contract,
license, stock purchase agreement, loan agreement or any other agreement or
arrangement with respect to any of the Acquisition Candidates, then the
Recipient shall pay to the Disclosing Party for each such Acquisition
Candidate a $100,000 cash fee, of which payment of $50,000 is due upon
signing of an agreement for an Acquisition Candidate and $50,000 shall be
deferred until Recipient has raised $1,000,000 in a financing. Additionally,
Recipient shall grant to the Disclosing Party and/or its designees a number
of shares of common stock of the Company, par value $.002 per share, vesting
according to Schedule II attached hereto. In addition, upon receipt of
appropriate documentation, the Recipient shall reimburse the Disclosing Party
for all reasonable expenses incurred in connection with any Acquisition
Candidate not to exceed $100,000. For a period of thirty-six (36) months
from the date hereof, Recipient shall not enter into a contract, license,
stock purchase agreement, loan agreement or other agreement or arrangement
with any Introduced Party unless the compensation as set forth herein is paid
to the Disclosing Party.
3. It is agreed that the compensation to Disclosing Party with
respect to the Acquisition Candidates shall be solely the obligation of
Recipient.
4. Recipient recognizes and understands that the Disclosing Party
has not executed any agreements (other than the Confidentiality Agreement as
described below and attached hereto as Exhibit A) with respect to the
proposed Acquisition Candidates and therefore Recipient agrees not to contact
any such parties or any of their officers, directors, employees, agents,
affiliates and/or consultants without an officer of the Disclosing Party or
without the prior written consent of an officer of the Disclosing Party and
further agrees not to take any action that would adversely affect or
otherwise hinder the Disclosing Party's ability to ultimately execute any
agreements with such parties.
5. 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 and no agreement subsequent to
the date hereof relating to the subject matter of this Agreement shall be
binding upon either party unless in writing and executed by both the
Disclosing Party and Recipient.
6. Neither party shall be reasonable in relying on oral
statements made by the other which are not contained in a written agreement
signed by both parties 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.
7. 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.
8. Neither party may assign its rights or obligations hereunder.
9. 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.
10. Any disputes between the parties hereto arising out of this
Agreement and the transactions contemplated hereby shall be determined by
valid and binding arbitration in New York, New York.
11. This Agreement may be executed in any number of counterparts,
each of which counterparts, when so executed and delivered, shall be deemed
an original, and all of which counterparts, taken together, shall constitute
one and the same instrument.
12. Any notice or other communication under this Agreement shall
be in writing and shall be deemed to have been given: when delivered
personally against receipt therefor; one (1) day after being sent by Federal
Express or similar overnight delivery; or three (3) days after being mailed
registered or certified mail, postage prepaid, return receipt requested, to
either party at the address set forth below, or to such other address as such
party shall give by notice hereunder to the other party.
If to Recipient: Pacific Pharmaceuticals, Inc.
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▇▇▇ ▇▇▇▇▇, ▇▇ ▇▇▇▇▇
Attn: Chief Executive Officer
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
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If to Disclosing Party: Paramount Capital Investments, LLC
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▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
Attn: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
Tel: ▇▇▇-▇▇▇-▇▇▇▇
Fax: ▇▇▇-▇▇▇-▇▇▇▇
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 first written above.
PARAMOUNT CAPITALINVESTMENTS, LLC,
by /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, M.D
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, M.D
Title: Chairman
PACIFIC PHARMACEUTICALS, INC.
by /s/ H. ▇▇▇▇▇▇▇▇ ▇▇▇▇
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Name: H. ▇▇▇▇▇▇▇▇ ▇▇▇▇
Title: President and Chief Executive Officer
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SCHEDULE I
INTRODUCED PARTIES AND ACQUISITION CANDIDATES
1. Name: ▇▇. ▇▇▇▇▇▇▇ ▇▇▇▇
▇▇. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇
Company/University: Penn State University
University of Chicago
National Institute of Health
Technology: 0-6-Benzyl Guanine
License Agreement: U.S. Patent #'s: 5,091,430, 5,358,952,
5,352,669, 5,525,606 and their foreign
equivalents and any patent applications
and patents issuing from any of the
foregoing.
U.S. Patent Application #'s: 08/620/969
filed 3/25/96, 08/255/190 filed on
6/7/94, 08/661/923 filed on 6/11/96 and
their foreign equivalents, and any
patents applications and patents issuing
from any of the foregoing.
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SCHEDULE II
EQUITY COMPENSATION
The following represents the equity compensation to the Disclosing Party for
assigning the licensing and/or acquisition opportunities described in
Schedule I to this Introduction Agreement.
One million (1,000,000) shares vesting pursuant to the following schedule
until 100% of the shares are vested:
VESTING EVENT VESTING SHARES
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Upon the execution of Definitive Agreements with
respect to such Acquisition Candidates 10%
Upon the initiation of the first Company Sponsored
Phase I clinical trial or equivalent (if no phase I,
then upon the entry into Phase II) 10%
Upon the initiation of the first Company Sponsored
Phase II clinical trial or equivalent (including a
continuation of a Phase I into a Phase II,
or a trial designated a Phase I/II) 25%
Upon the initiation of EACH subsequent Company Sponsored
Phase II clinical trial or equivalent (including a
continuation of a Phase I into a Phase II, or a trial
designated a Phase I/II) for an additional indication 10%((1)
Upon the initiation of THE FIRST Company Sponsored
Phase III clinical trial or equivalent (including a
continuation of a Phase II into a Phase III, or a
trial designated a Phase II/III) 25%
Upon the initiation of EACH subsequent Company Sponsored
Phase III clinical trial or equivalent (including a
continuation of a Phase II into a Phase III, or a trial
designated a Phase II/III) for an additional indication 15%(1)
Upon EACH NDA or foreign filing in a Foreign Major Market 20%
Upon EACH NDA or equivalent approval in a Foreign Major Market 20%
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(1) For the sake of clarity, the parties hereto agree that if additional
indications are sought for the Technology in addition to the first
indication (currently anticipated to be glioma) then early vesting is
provided through these additional vesting events.
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