Exhibit 10.17
TERMINATION
AGREEMENT
THIS
TERMINATION AGREEMENT (this "Termination Agreement"), dated as of
January 14, 2005, is made between AXM Pharma, Inc. (the "Company"),
and RCG Capital Markets Group, Inc. (“RCG”) (each a
"Party" and, collectively the "Parties").
Background
1.
The Parties are parties
to an Engagement Agreement, dated as of September 8, 2004
(the
"Agreement").
Capitalized terms not otherwise defined herein shall have the
meaning ascribed to such terms in the Agreement.
2.
The Parties believe it
is in their respective best interests to terminate the Agreement in
its entirety.
Terms
NOW,
THEREFORE, in consideration of the mutual covenants contained
herein, intending to be legally bound hereby, the Parties agree as
follows:
1.
Termination of the
Agreement. Effective upon the thirtieth (30 th )
day following receipt of this
Termination Agreement
(“Termination Date”), the Agreement shall be terminated
in its entirety and shall be of no further force or effect.
In no event however, shall the Termination Date be later than
February 17, 2005.
2.
Payments. Pursuant
to Paragraph 9(a) of the Agreement the Company will pay the
following to
RCG as compensation for
the services provided:
a.
$31,663.13 as per the
invoice RCG sent the Company on January
14, 2005 (“Cash
Compensation”);
b.
35,000 options
representing all unexercised vested warrants or stock options
granted
to RCG under the
Compensation Attachment to the Agreement; and,
c.
22,500 options
representing Fifty Pe
