Frederic P. Zotos, Esq. President & CEO Pathogenics, Inc.
EXHIBIT
10.13
February
17, 2006
Xxxxxxxx
X. Xxxxx, Esq.
President
& CEO
00
Xxxxx
Xxxxxx, Xxxxx 000
Xxxxxxx,
XX 00000 XXX
Dear
Xxxx:
This
letter is to confirm our mutual agreement and understanding with respect to
the
role of Qualified Ventures, LLC ("QV") as a consultant in connection with the
potential merger, asset purchase, licensing agreement or similar business
combination (the "Transaction") between Pathogenics, Inc. ("Pathogenics") and
Acuity Pharmaceuticals, Inc. ("Partner").
In
the
capacity as a consultant, QV has introduced Pathogenics and Partner. In
consideration for such efforts and services, Pathogenics shall pay QV a fee
equal to a percentage of the amount of the total consideration paid by the
Partner to Pathogenics, its employees, former or current equity holders in
connection with the Transaction according to the following formula:
| · |
Five
percent (5%) of the first $1,000,000
received
|
| · |
Four
percent (4%) of the second $1,000,000
received
|
| · |
Three
percent (3%) of the third $1,000,000
received
|
| · |
Two
percent (2%) of the fourth $1,000,000
received
|
| · |
One
percent (1%) of any amount received
thereafter
|
Pathogenics
shall pay such fee to QV simultaneously with the closing and consummation of
the
Transaction by and between the Pathogenics and Partner. Pathogenics shall pay
QV
such fee on any consideration paid to Pathogenics by Partner at any time other
than the closing of the Transaction within seven days of being received by
Pathogenics. Pathogenics agrees to keep QV apprised of the progress with respect
to the Transaction.
The
parties acknowledge that QV is an independent contractor and shall not be
considered an agent of the Partner or to have a fiduciary duty to the Partner
and may not bind or obligate the Partner.
This
agreement shall be governed by and construed in accordance with the internal
laws of the State of New York applicable to agreements made and to be wholly
performed within such state without regard to any State's principles of conflict
of laws.
If
the
foregoing represents a full understanding of our agreement, please sign below
in
the place indicated and return one copy to me.
Agreed
to
By:
/s/
Xxxxxx Xxxxxxx
Xxxxxx
Xxxxxxx, M.D.
Qualified
Ventures, LLC
/s/
Xxxxxxxx X. Xxxxx
Xxxxxxxx
X. Xxxxx, Esq.
