Exhibit 1.1
[Rodeman & Renshaw, LLC
Letterhead]
May 31, 2005
Richard B. Hollis
Chairman, President & Chief
Executive Officer
Hollis-Eden Pharmaceuticals,
Inc.
4435 Eastgate Mall
San Diego, CA 92121
Dear Mr. Hollis:
The purpose of this letter agreement
(the “Agreement”) is to set forth the terms and
conditions pursuant to which Rodman & Renshaw, LLC
(“R&R”) shall introduce Hollis-Eden
Pharmaceuticals, Inc. (the “Company”) to one or more
investors in connection with the proposed offering of the
Company’s securities (the “Offering”) off of the
presently existing shelf registration statement filed by the
Company with the Securities and Exchange Commission on Form S-3.
The terms of such Offering shall be mutually agreed upon by the
Company and the investor(s). R&R’s engagement under this
Agreement shall be exclusive for a period of one week after the
date hereof.
In consideration of the services
rendered by R&R under this Agreement, the Company agrees to pay
R&R the following fees and other compensation:
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(a)
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A cash fee
payable immediately upon the closing of any portion of the Offering
and equal to 4% of the aggregate proceeds raised in the
Offering.
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(b)
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$35,000 expense
allowance payable upon (and only in the event of) the closing of
the Offering.
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Furthermore, the parties hereto
hereby agree that the Company shall pay to R&R the fees and
compensation set forth below if there is any financing of equity or
debt or other capital raising activity (other than the Offering or
a public offeri
