{"id":42272,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/engagement-letter-hambrecht-amp-quist-llc-and-imclone-systems.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"engagement-letter-hambrecht-amp-quist-llc-and-imclone-systems","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/engagement-letter-hambrecht-amp-quist-llc-and-imclone-systems.html","title":{"rendered":"Engagement Letter – Hambrecht & Quist LLC and ImClone Systems Inc."},"content":{"rendered":"
\nHambrecht & Quist LLC\n\nFebruary 26, 1996\n\nConfidential\n\nThe Board of Directors\nImClone Systems Incorporated\n180 Varick Street\nNew York, NY 10014\n\nGentlemen:\n\nHambrecht & Quist LLC ('Hambrecht & Quist') would be pleased to act as financial\nadvisor  to  ImClone  Systems  Incorporated  ('ImClone  ' or the  'Company')  in\nconnection  with ongoing  financial  strategies and tactics,  included,  but not\nlimited to financings. Pursuant to this engagement, Hambrecht & Quist will:\n\n     (i)  review  with  members  of  management  the  Company's   financial  and\n          strategic plans; and\n\n     (ii) advise the Company with respect to financings.\n\nAs  compensation  for Hambrecht & Quist's  services,  the Company  agrees to pay\nHambrecht & Quist a fee of $ 310,000.\n\nThe Company  agrees that  Hambrecht & Quist is entitled to rely upon all reports\nand public filings of the Company (and its affiliates) and information  supplied\nto it by or on behalf of the Company  (whether written or oral), and Hambrecht & Quist shall not in any respect be responsible  for the accuracy or  completeness\nof any such report, public filing or information or have an obligation to verify\nthe same.\n\nHambrecht  & Quist  hereby  agrees  that  it  will  not  disclose  confidential\ninformation  received from the Company (or its affiliates) to others (other than\nour employees,  agents,  accountants,  attorneys,  and other advisors) except as\ncontemplated by this engagement or as such disclosure may be required by law. At\nthe conclusion of our engagement hereunder,  we will return to you all copies of\nany   documentary   confidential   information   that  you  have   duly   marked\n'confidential' and that are at the time in our possession.  For purposes of this\nagreement,  'confidential information' shall mean information provided by you to\nus that is not otherwise available to us from sources outside of the Company (or\nits  affiliates),  and any  such  information  shall  cease  to be  confidential\ninformation  when it becomes  generally  available,  or comes to our  attention,\nthrough  other  sources  that do not, to our  awareness  at the time,  involve a\nviolation of this or any similar agreement.\n\nThe  Company  agrees  to  indemnify  Hambrecht  & Quist in  accordance  with the\nStandard Form of Indemnification Agreement, set forth as Exhibit A hereto.\n\n\n\n\nThis  agreement  shall have a term of one year from the date hereof,  except for\nthe  indemnification  provisions  above,  which will  continue in full force and\neffect in accordance with their terms.\n\nAny  advice,  written or oral,  rendered by  Hambrecht & Quist  pursuant to this\nletter may not be disclosed publicly without its prior written consent except as\nrequired by law or regulation or in response to any  information  request of the\nSecurities  and Exchange  Commission.  The Company agrees that Hambrecht & Quist\nhas the right to place  advertisements  in financial  and other  newspapers  and\njournals at its own expense describing its services to the Company hereunder.\n\nThis agreement  constitutes  the entire  agreement and  understanding  among the\nparties hereto and supersedes any and all prior  agreements and  understandings,\noral or written, relating to the subject matter hereof.\n\nThis agreement shall be governed by and construed in accordance with the laws of\nthe State of New York,  without  giving  effect to the State's  conflict of laws\nprinciples.\n\nIf the foregoing  correctly sets forth the  understanding  between us, please so\nindicate on the enclosed copies of this letter and return two original copies to\nus for our files.\n\n\n                                            Very truly yours,\n\n                                            HAMBRECHT & QUIST LLC\n\n\n                                            By: \/s\/Dennis J. Purcell\n                                               ------------------------\n\n\nAgreed to and accepted:\n\nIMCLONE SYSTEMS INCORPORATED\n\nBy:    \/s\/Samuel D. Waksal\n       --------------------------\nTitle: President and Chief Executive Officer\nDate:  March 7, 1997\n\n\n\n\n                                                                       Exhibit A\n\n                              HAMBRECHT & QUIST LLC\n\n                   Standard Form of Indemnification Agreement\n\nIn connection  with the services which Hambrecht & Quist has agreed to render to\nthe Company  hereunder,  the Company shall (A)  indemnify  Hambrecht & Quist and\nhold it  harmless  to the fullest  extent  permitted  by law against any losses,\nclaims,  damages or liabilities to which Hambrecht & Quist may become subject in\nconnection with (i) its use of information that is inaccurate in any respect (as\na result of misrepresentation,  omission,  failure to update, or otherwise) that\nis provided to Hambrecht & Quist by the Company, its representatives,  agents or\nadvisers,  regardless  of whether  Hambrecht  & Quist  should have known of such\ninaccuracy,  or (ii) any other aspect of its rendering such services, unless and\nto the extent it is finally  judicially  determined  that such  losses,  claims,\ndamages or  liabilities  relating  thereto arise out of the gross  negligence or\nwillful misconduct of Hambrecht & Quist, and (B) reimburse Hambrecht & Quist for\nany  legal  or other  expenses  reasonably  incurred  by it in  connection  with\ninvestigating,  preparing to defend or defending any  lawsuits,  claims or other\nproceedings  arising in any manner out of or in connection  with its performance\nof  its  duties  hereunder.  If  for  any  reason  the  foregoing  indemnity  is\nunavailable  to  Hambrecht  & Quist or  insufficient  to hold  Hambrecht & Quist\nharmless,  then the Company  shall  contribute  to the amount paid or payable by\nHambrecht & Quist as a result of such claims,  liabilities,  losses,  damages or\nexpenses in such  proportion as is  appropriate to reflect not only the relative\nbenefits  received by the  Company on the one hand and  Hambrecht & Quist on the\nother but also the relative fault of the Company and Hambrecht & Quist,  as well\nas any relevant equitable considerations. Notwithstanding the provisions of this\nagreement,  the  aggregate  contribution  of  Hambrecht  & Quist to all  claims,\nliabilities,  losses,  damages and expenses  shall not exceed the amount of fees\nactually  received  by  Hambrecht  & Quist  pursuant  to its  engagement  by the\nCompany.  It is hereby further agreed that the relative  benefits to the Company\non the one hand and  Hambrecht  & Quist on the other  hand with  respect  to the\ntransactions contemplated in this engagement letter shall be deemed to be in the\nsame proportion as (i) the total value of the transaction bears to (ii) the fees\npaid to Hambrecht & Quist with respect to such transactions.  The Company agrees\nthat  the  indemnification  and  reimbursement  commitments  set  forth  in this\nagreement  shall apply whether or not Hambrecht & Quist is a formal party to any\nsuch lawsuits or other proceedings, that Hambrecht & Quist is entitled to retain\nseparate  counsel of its choice in  connection  with any of the matters to which\nsuch  commitments  relate,  that such  commitments  shall be in  addition to any\nliability  that the  Company  may have to  Hambrecht  & Quist at  common  law or\notherwise,  and that such  commitments  shall extend upon the terms set forth in\nthis agreement to any controlling person, director,  officer, employee, agent or\naffiliate  of  Hambrecht  & Quist  and shall  survive  any  termination  of this\nagreement.  Hambrecht & Quist will not, without the prior written consent of the\nCompany,  settle or  compromise  or consent to the entry of any  judgment in any\npending or  threatened  claim,  action,  suit or  proceeding in respect of which\nindemnification may be sought hereunder,  unless such settlement,  compromise or\nconsent  includes an  unconditional  release of the Company  from all  liability\narising out of such claim, action, suit or proceeding.\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7835],"corporate_contracts_industries":[9405],"corporate_contracts_types":[9613,9620],"class_list":["post-42272","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-imclone-inc","corporate_contracts_industries-drugs__biotech","corporate_contracts_types-operations","corporate_contracts_types-operations__services"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42272","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42272"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42272"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42272"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42272"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}