Exhibit 10.23
CONSULTING AGREEMENT
___________, 1998
AyurCore, Inc.
1737 N. First Street
Suite 290
San Jose, California 95112
Attention: Deepa Chitre, M.D., President & CEO
Dear Dr. Chitre:
This will confirm the arrangements, terms and conditions pursuant to
which LT Lawrence & Co., Inc. (the "Consultant"), has been retained to serve
as a financial consultant and advisor to AyurCore, Inc., a Delaware
corporation (the "Company"), on a non-exclusive basis for a period of two (2)
years commencing on _________, 1998 [the Closing Date]. The undersigned
hereby agrees to the following terms and conditions:
1. Duties of Consultant. Consultant shall, at the request of the
Company, upon reasonable notice, render the following services to the Company
from time to time.
(a) Consulting Services. Consultant will provide financial
consulting services and advice pertaining to the Company's business affairs
as the Company may from time to time reasonably request. Without limiting
the generality of the foregoing, Consultant will assist the Company in
developing, studying and evaluating financing and merger and acquisition
proposals based upon documentary information provided to the Consultant by
the Company.
(b) Financing. Consultant will assist and represent the
Company in obtaining both short and long-term financing. The Consultant will
be entitled to additional compensation under certain circumstances in
accordance with the terms set forth in Section 3 hereof.
(c) Wall Street Liaison. Consultant will, when appropriate,
arrange meetings between representatives of the Company and individuals and
financial institutions in the investment community, such as security
analysts, portfolio managers and market makers.
The services described in this Section 1 shall be rendered by
Consultant without any direct supervision by the Company and at such time and
place and in such manner (whether by conference, telephone, letter or
otherwise) as Consultant may determine.
2. Compensation. As compensation for Consultant's services
hereunder, the Company shall pay to Consultant an annual fee of Fifteen
Thousand Dollars ($15,000), the entire Thirty Thousand Dollars ($30,000)
payable in full, in advance, on ____________ __, 1998.
3. Additional Compensation in Certain Circumstances. In addition
to the financial consulting services described in Section 1 above, Consultant
may bring the Company in contact with persons, whether individuals or
entities, that may be suitable candidates to purchase substantially all of
the stock or assets of the Company, to have substantially all of its stock or
assets purchased by the Company or merge with the Company. If, at any time
up until the second anniversary of the date hereof, the Company enters into
an agreement with any such persons or their affiliates, or with any persons
introduced to the Company by any such persons or their affiliates, pursuant
to which substantially all of the Company's stock or assets is purchased or
the Company purchases substantially all of the stock or assets of another
entity or the Company is merged with or into another entity (each
"Transaction"), the Company will pay to Consultant, in accordance with the
formula set forth below, additional compensation based on the aggregate value
of the consideration, whether in cash, securities, assumption of (or purchase
subject to) debt or liabilities (including, without limitation, indebtedness
for borrowed money, pension liabilities and guarantees), or other property,
obligations or services, paid or payable directly or indirectly (in escrow or
otherwise) or otherwise assumed in connection with such Transaction (the
"Consideration"). For purposes of this Section 3, the "Company" shall
include its subsidiaries and any other entity in which it owns (directly or
indirectly) a majority interest.
The additional compensation to be paid will be paid upon the closing
of the Transaction (except that, if any part of the Consideration is in the
form of contingent payments to be calculated to reference to uncertain future
occurrences, such as future financial or business performance, then the
portion of the fees of Consultant relating to such part of the Consideration
shall be payable at the earlier of (i) the receipt or payment of such
Consideration; or (ii) the time that the amount of such Consideration can be
determined) by certificate check, in the following amounts:
5% of the first $5,000,000 of the Consideration;
4% of the Consideration in excess of $5,000,000 and up to
$6,000,000;
3% of the Consideration in excess of $6,000,000 and up to
$7,000,000;
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2% of the Consideration in excess of $7,000,000 and up to
$8,000,000; and
1% of any Consideration in excess of $8,000,000.
4. Available Time. Consultant shall make available such time as
it, in its sole discretion, shall deem appropriate for the performance of its
obligations under this agreement and may in certain circumstances be entitled
to additional compensation in connection therewith.
5. Relationship. Nothing herein shall constitute Consultant as
an employee or agent of the Company, except to such extent as might
hereinafter be agreed upon for a particular purpose. Except as might
hereinafter be expressly agreed, Consultant shall not have the authority to
obligate or commit the Company in any manner whatsoever.
6. Confidentiality. Except in the course of the performance of
its duties hereunder, Consultant agrees that it shall not disclose any trade
secrets, know-how, or other proprietary information not in the public domain
learned as a result of this Agreement unless and until such information
becomes generally known.
7. Assignment and Termination. This Agreement shall not be
assignable by any party except to successors to all or substantially all of
the business of either party for any reason whatsoever without the prior
written consent of the other party, which consent may be arbitrarily withheld
by the party whose consent is required.
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8. Governing Law. This Agreement shall be deemed to be a
contract made under the laws of the State of New York and for all purposes
shall be construed in accordance with the laws of said State.
Very truly yours,
LT LAWRENCE & CO., INC.
By:
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Name:
Title:
AGREED AND ACCEPTED:
AYURCORE, INC.
By:
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Name:
Title:
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