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Termination Of Engagement Letter

Engagement Agreement

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 This Engagement Agreement involves

PATHFINDER CELL THERAPY, INC. | Oppenheimer Co Inc | Pathfinder, LLC | SyntheMed, Inc

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Title: Termination of Engagement Letter
Governing Law: New York     Date: 3/25/2011
Industry: Medical Equipment and Supplies     Sector: Healthcare

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Exhibit 10.39


Termination of Engagement Letter


This agreement (the “Agreement”) dated as of November 23, 2010, shall set forth the arrangement between Oppenheimer & Co. Inc. (“Oppenheimer”), and SyntheMed, Inc. (the “Company”), with respect to the proposed termination of that certain letter-agreement between Oppenheimer and the Company dated as of October 20, 2009 (the “Letter Agreement”). Capitalized terms used but not otherwise defined herein shall have the meanings afforded them in the Letter Agreement.


1.           Subject to the terms hereof, the Company and Oppenheimer acknowledge and agree that the Letter Agreement is hereby terminated effective as of the date hereof (except for the provisions thereof which shall survive termination as set forth below);


2.           It is hereby acknowledged that the Company is currently contemplating a merger or similar transaction with Pathfinder, LLC involving a change in control of the Company (the “Pathfinder Transaction”). In consideration of Oppenheimer agreeing to terminate the Letter Agreement, the parties hereby agree that, upon the consummation of the Pathfinder Transaction (and regardless of when such transaction is ultimately consummated), and in lieu of the payment of any other fee in respect thereof, the Company shall:




pay to Oppenheimer an alternative fee of $75,000 in cash; such fee to be paid on the later of the date of the consummation of the Pathfinder Transaction or on the closing of an equity offering by the Company raising a minimum of $3 million of gross proceeds, and in accordance with the wire instructions set forth on Annex A hereto: and




issue to Oppenheimer 3,000,000 shares of the Company’s common stock (subject to adjustment for splits and the like). In addition, such issuance of common shares shall be affected in accordance with documentation in form and substance satisfactory to Oppenheimer and the Company.


3.           Notwithstanding the termination of the Letter Agreement, it is understood and agreed that the provisions of the Letter Agreement relating to in

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