EXHIBIT 10.30
XXXXXXXX XXXXX & XXXXXXXXXX
STRATEGIC COMMUNICATIONS
00 Xxxxxxxxxxx Xxxxx
Xxx Xxxx, XX 00000
212.484.6100
fax 000.000.000 1
July 28, 1998
Xx. Xxxx Xxxxxxxxxxxxxxx
Vice President of Finance
Discovery Laboratories, Inc.
000 Xxxxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, XX 00000
Dear Xx. Xxxxxxxxxxxxxxx
This letter, when signed by both Discovery Laboratories, Inc. ("you" or "your")
and Xxxxxxxx Xxxxx & Xxxxxxxxxx, LLC ("we," "us" or "our"), will constitute an
agreement (the "Agreement") between you and us with regard to our appointment by
you as a consultant for certain of your corporate communications work, as
described in the attached Exhibit A.
1. Fees: For our services on your behalf, you agree to pay us a fixed monthly
fee of $10,000 (the "Fee") for each month during the term of this
Agreement. For reference, our standard hourly time charges are as follows:
Partner $385-$450
Principal $325
Executive Vice President $300
Senior Vice President $260
Vice President $200
Senior Associate $160
Associate $125
Assistant $ 60
It is understood and agreed that the above referenced hourly time charges
shall be subject to change by us upon thirty (30) days prior written notice
to you.
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Work Above Fee: In the event you ask us to perform work substantially above
that contemplated by this Agreement, then you and we shall, in good faith,
negotiate an additional fee for us in connection with such work.
Reimbursements: For our outlays on your behalf, you agree to reimburse us
for reasonable disbursements and other charges we incur in connection with
providing services to you under this Agreement. We shall xxxx you monthly,
in arrears, for such disbursements and other charges.
Interest on Late Payments: On invoices for fees or reimbursements for which
payment is not received within thirty (30) days, you agree to pay us simple
interest, computed monthly, at one and one-half percent (1 1/2 percent)
over the prime rate of interest in effect at Chase Manhattan Bank, in New
York City, on the undisputed amount outstanding at the end of such 30-day
period, until such payment is received. In the event of a disputed charge,
you shall notify us in writing of the disputed amount and reason for the
dispute, and you agree to pay all undisputed amounts owed while the dispute
is under negotiation.
2. Term: This Agreement shall commence as of July 28, 1998, and will continue
until December 31, 1998. Upon termination of this Agreement, you agree to
pay all fees, disbursements and other charges incurred prior to the
effective date of such termination.
3. Indemnity: You hereby agree to indemnify and hold harmless us and our
officers, directors, members, agents, and employees (each of the foregoing,
including us, being hereinafter referred to as an "Indemnified Person") to
the fullest extent permitted by law from and against any and all losses,
claims, damages, expenses (including reasonable fees, disbursements, and
other charges of counsel), actions, proceedings, arbitrations or
investigations or threats thereof (all of the foregoing being hereinafter
referred to as "Liabilities"), based upon, relating to or arising out of
our engagement by you to perform services hereunder or any Indemnified
Person's role therein; provided, however, that you shall not be liable
under this paragraph: (a) for any amount paid in settlement of claims
without your consent, unless your consent is unreasonably withheld, or (b)
to the extent that it is finally judicially determined, or expressly stated
in an arbitration award, that such Liabilities resulted primarily from the
willful misconduct or gross negligence of the Indemnified Person seeking
indemnification. In connection with your obligation to indemnify for
expenses as set forth above, you further agree to reimburse each
Indemnified Person for all such expenses (including reasonable fees,
disbursements, and other charges of counsel) as they are incurred by such
Indemnified Person; provided, however, that if any Indemnified Person is
reimbursed hereunder for any expenses, the amount so paid shall be refunded
if and to the extent it is finally judicially determined, or expressly
stated in an arbitration award, that the Liabilities in question resulted
primarily from the willful misconduct or gross negligence of such
Indemnified Person. You hereby also agree that neither we nor any other
Indemnified Person shall have any liability to you (or anyone claiming
through you or in your name) in connection with our engagement by you
except to the extent that such Indemnified Person has engaged in willful
misconduct
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or been grossly negligent. The foregoing provisions of this paragraph shall
remain in effect indefinitely, notwithstanding any termination of the
Agreement.
4. Applicable Law: 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 performed entirely within such State, without
regard to the principles of conflicts of law. This Agreement sets forth the
entire agreement and understanding of the parties relating to the subject
matter hereof and supersedes all prior agreements, arrangements, and
understandings, written or oral, relating thereto. No representation,
promise, or inducement has been made by either party that is not embodied
in this Agreement and neither party shall be bound by or liable for any
alleged representation, promise, or inducement not so set forth. Neither
party shall have the right to assign any of its right or obligations under
this Agreement. No amendment or waiver of this Agreement shall be
effective, binding, or enforceable unless in writing and signed by both you
and us or, in the case of a waiver, by the party granting the waiver.
Please confirm that the foregoing correctly sets forth our understanding by
signing and returning to us the enclosed duplicate copy of this letter.
Very truly yours,
By: /s/ Xxxxxxxx X. Xxxxxxxxx
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Xxxxxxx X. Xxxxxxxxx
Chief Financial Officer
ACCEPTED AND AGREED:
By: /s/ Xxxx Xxxxxxxxxxxxxxx
------------------------
Xxxx Xxxxxxxxxxxxxxx
Chief Financial Officer
Discovery Laboratories, Inc.
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Exhibit A
Services: RLM will work to increase awareness of Discovery Laboratories and its
products by targeted media outlets, and will provide additional communications
support as requested and as contemplated by this Agreement.
