SPENCER TRASK VENTURES, INC.
Exhibit
10.20
▇▇▇▇▇▇▇
▇▇▇▇▇ VENTURES, INC.
▇▇▇
▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇▇
▇▇▇▇▇
▇▇▇
▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇
December
14, 2005
▇▇▇▇
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇
▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇ ▇▇▇▇▇
| Attn.: |
▇▇▇▇
▇▇▇▇▇
President
|
Dear
▇▇.
▇▇▇▇▇:
This
will
confirm our agreement, referred to in Section 3(h) of the Placement Agency
Agreement (the “Agency Agreement”), dated August 11, 2005, between ▇▇▇▇▇▇▇ ▇▇▇▇▇
Ventures, Inc. (“▇▇▇▇▇▇▇ ▇▇▇▇▇”) and Modigene Inc., a Delaware corporation (the
“Company”), to act as a non-exclusive finder for the Company.
In
the
event the Company or any of its affiliates shall enter into a Transaction (as
defined below) with any party introduced to the Company by ▇▇▇▇▇▇▇ ▇▇▇▇▇,
directly or indirectly, at any time prior to the date which is five (5) years
after Closing (as defined in the Agency Agreement) (the “Finder Term”), then the
Company shall pay to ▇▇▇▇▇▇▇ ▇▇▇▇▇ a cash fee (the “Finder’s Fee”) according to
the following:
| (a) |
7%
of the first $1,000,000 or portion thereof of the consideration paid
in
such transaction; plus
|
| (b) |
6%
of the next $1,000,000 or portion thereof of the consideration paid
in
such transaction; plus
|
| (c) |
5%
of the next $5,000,000 or portion thereof of the consideration paid
in
such transaction; plus
|
| (d) |
4%
of the next $1,000,000 or portion thereof of the consideration paid
in
such transaction; plus
|
| (e) |
3%
of the next $1,000,000 or portion thereof of the consideration paid
in
such transaction; plus
|
| (f) |
2.5%
of any consideration paid in such transaction in excess of
$9,000,000.
|
For
the
purposes hereof a “Transaction” shall include (i) any merger, joint venture or
other business combination involving the Company, (ii) any acquisition of all
or
substantially all of the assets, or all or substantially all of the outstanding
capital stock, of the Company, (iii) any private placement, syndication or
other
sale by the Company of equity or debt securities of the Company or (iv) any
investment in the Company by any individual or entity, including, without
limitation, any strategic partner, financial institution, investor or customer.
With regard to clauses (iii) and (iv) of the preceding sentence, if the
provisions of Section 3(g) of the Agency Agreement apply to such transaction,
then the provisions of such Section 3(g) shall control and any fees due and
payable to ▇▇▇▇▇▇▇ ▇▇▇▇▇ as a result of such transaction, shall be paid in
accordance with such Section 3(g). Any such Finder's Fee due to ▇▇▇▇▇▇▇ ▇▇▇▇▇
will be paid at the closing of the particular Significant Corporate Transaction
for which the Finder's Fee is due. Notwithstanding the foregoing, no Finder’s
Fee shall be payable in respect of an investment in the Company by ▇▇▇▇▇▇▇
▇▇▇▇▇
and/or its related parties or affiliates.
In
the
event that, during the Finder Term, ▇▇▇▇▇▇▇ ▇▇▇▇▇ introduces the Company to
an
underwriter (as a potential candidate to underwrite the Company’s initial public
offering), which underwriter participates in the initial public offering of
the
Company’s securities, then the Company shall pay to ▇▇▇▇▇▇▇ ▇▇▇▇▇ a cash fee
equal to 1% of the gross proceeds from the sale of the Company’s securities in
such offering through such underwriter.
The
Company shall have the right, in its sole discretion, to reject any third
party’s offer or to abandon any Significant Corporate Transaction undertaken by
the Company prior to the actual closing of such Significant Corporate
Transaction. Any determination as to whether to consummate a Significant
Corporate Transaction shall be made by the Company’s Board of Directors, in its
sole discretion.
▇▇▇▇▇▇▇
▇▇▇▇▇ shall be paid the Finder’s Fee in cash, regardless of the type of
consideration received by the Company in connection with a Significant Corporate
Transaction, which fee shall be payable at the closing of such Significant
Corporate Transaction (unless consideration for such Significant Corporate
Transaction is received by the Company or its stockholders at a later time
in
which case ▇▇▇▇▇▇▇ ▇▇▇▇▇ shall be paid when such consideration is received
by
the Company or its stockholders).
For
purposes of calculating any Finder’s Fee to which ▇▇▇▇▇▇▇ ▇▇▇▇▇ has demonstrated
its entitlement, the transaction value of each Significant Corporate Transaction
undertaken by the Company shall not be aggregated with the transaction value
of
any other Significant Corporate Transaction previously undertaken by the
Company.
This
letter agreement (i) shall
be
governed by, and construed in accordance with, the laws of the State of New
York,
(ii)
may not be assigned by either party without prior written consent of the other
party, (iii) may not by modified or amended except in writing, (iv) constitutes
the entire agreement of the parties with respect to the subject matter hereof
superseding all prior agreements and understandings, written or oral and (v)
may
be executed in counterparts each of which shall be deemed to be an original
and
all of which shall constitute one agreement.
Signature
Page Follows
If
the
foregoing accurately reflects our understanding, please so indicate by signing
in the space provided below.
| Sincerely, | ||
| ▇▇▇▇▇▇▇ ▇▇▇▇▇ VENTURES, INC. | ||
| |
|
|
| By: | /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇ | |
|
Name:
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title:
President
|
||
Agreed
and Accepted:
This
14th
day of
December, 2005
| By: |
/s/
▇▇▇▇ ▇▇▇▇▇
Name:
▇▇▇▇ ▇▇▇▇▇
Title:
President
|