Exhibit
4.7


 


FINANCIAL CONSULTANT AGREEMENT


 


This Financial
Consultant Agreement (the “Agreement”) is made by and between GENETRONICS
BIOMEDICAL CORPORATION, a Delaware corporation (“Company”) and CATALYST
CAPITAL, LLC, a Nevada limited liability company (“Consultant”) on this 3rd day
of October 2002.


 


RECITALS:


 


WHEREAS, Company is
desirous of raising capital, entering into a potential business combination and
securing contracts needed by Company in order to carry out its business plan;
and


 


WHEREAS, Consultant
is in the business of providing financial and general management consulting
services to companies in need of raising capital and/or entering into a
potential business combination; and


 


WHEREAS, Company has agreed to retain the
services of Consultant and Consultant has agreed to serve upon the terms and
conditions set forth herein.


 


NOW, THEREFORE, in consideration of the
foregoing recitals along with the mutual promises and understandings herein
contained and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:


 


AGREEMENT:


 


1.             RECITALS.  The recitals set forth
above are expressly made a part of this Agreement and are incorporated herein
by reference.


 


2.             SERVICES TO BE PROVIDED BY
CONSULTANT. 
Consultant hereby agrees to assist the Company by introducing the
Company to individual and/or entities which may be interested in entering into
a financial transaction with the Company (“Financial Tranaction(s)”).  These Financial Transactions may include,
but will not be limited to the private or public placement of debt and/or
equity securities (a “Financing”) or a merger, consolidation, acquisition or
any other business combination and/or a sale involving all or any portion of
the Company (a “Purchase”).  The above
is the scope of services to be provided by Consultant under this Financial
Consultant Agreement, as defined herein.


 


3.             REPRESENTATIONS
OF COMPANY. 
Company hereby agrees to retain Consultant as a non-exclusive representative
for obtaining a Financing and/or Purchase for a period of three (3) months from
the date of this Agreement (the “Term”). 
Company agrees to furnish Consultant with all financial and other
information reasonably required by Consultant to provide the services required
of Consultant hereunder, which will include but will not be limited to
providing Consultant with access to all relevant Company records at the
Company’s place of business or via email.  


 


4.             QUALIFIED
CONTACTS. 
The Company and the Consultant agree that the following parties and
their directors, officers, shareholders, partners and affiliates are “Qualified
Contacts”:


 


 

















 


	
  Ray Mirra Jr.

  	
  RAM LLC

  
	
  John Kapoor

  	
  EJ Financial

  
	
  Aquilar Rahman

  	
  Parkash Gill

  
	
  Jeff Jaye

  	
  Whitney &
  Company

  
	
  VasGene
  Therapeutics, Inc.

  	
  Delta
  Pharmaceuticals

  
	
  Nicholas Piramal
  India Limited

  	
   

  



 


 


5.             FEES.  In consideration of the services to be
provided by Consultant hereunder, Company hereby agrees to pay Consultant the
following remuneration:


 


(a)           Consulting Fee:  The Company agrees to pay the Consultant a
one-time flat fee of Seventy Five Thousand Dollars ($75,000), which will be
paid to Consultant in the form of validly issued, duly authorized,
non-assessable and restricted common stock of the Company (the “Consulting
Shares”), the value of which is based on a ten (10) day trading average of the
Company’s stock on the American Stock Exchange calculated on the closing date
of a successful Financial Transaction. 
Company shall be obligated to pay Consulting Shares upon Qualified
Consultant and Company signing a letter of intent that establishes terms of a
Financial Transaction and the Consulting Shares shall be transferred to
Consultant on the date of the closing of a Financial Transaction.  Company shall not be obligated to pay or
transfer Consulting Shares to Consultant if, at any time and for any reason
Qualified Contact and Company do not sign a letter of agreement for a Financial
Transaction, or Qualified Contact terminates negotiations with Company and/or
fails to complete obligations due Company under terms of a financing agreement.


 


(b)           Success Fee:  In the event Company is successful in
closing a Financial Transaction with a Qualified Contact, the Company shall pay
Consultant a “Success Fee.” In the event a successful Financial Transaction
consists of a Financing, the Success Fee shall equal to seven percent (7%) of
the gross cash value realized by Company from such financing.  In the event a successful Financial
Transaction consists of a Purchase, the Success Fee shall equal to three
percent (3%) of stock of the entity being merged, consolidated, acquired or
otherwise combined with all or any portion of the Company. The Success Fee will
be paid to Consultant in the form of validly issued, duly authorized, non-assessable
and restricted common stock using the same date used to value Consulting
Shares. If the Financial Transaction includes a Purchase, the Consulting Shares
will be due on the date of the closing of the Purchase. The Success Fee shall
be due and owing to Consultant if a Financial Transaction occurs with a
Qualified Contact during the Term of this Agreement and for a period of twelve
(12) months thereafter.


 


(c)           Out-of-Pocket Expenses.  In the event the Company is successful in
closing a Financial Transaction with a Qualified Contact, Company hereby agrees
to promptly reimburse Consultant for all out-of-pocket expenses incurred by
Consultant as a result of performing the services required of Consultant
hereunder, provided the same are reasonable in nature, are properly documented
by Consultant and pre-approved by the Company. 
Such payment shall be due following closing.


 


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6.             PIGGYBACK REGISTRATION RIGHTS.  If Company at any time or from time to time
shall determine to register any of its Common Stock under the Securities Act,
either for its own account or the account of security holders, other than a
registration on Form S-4 or S-8, or any registration on a form which does not
permit secondary sales, the Company shall, at such time, give written notice of
such determination to Consultant, and upon written request of the Consultant
received by Company within fifteen (15) days after Company has given such
notice, include in such registration (and all related qualifications under
state securities laws) all shares beneficially owned by Consultant and/or their
assigns (whether issued or issuable) specified in such written request.  If the registration involves any underwriting,
Company shall so advise Consultant in the notice, and the rights of Consultant
to have its respective shares included in the registration shall be conditioned
upon Consultant entering into an underwriting agreement in customary form with
the underwriter or underwriters selected by Company on the same terms as other
persons selling Common Stock or other Company securities through the
underwriters.  In the event Consultant
disapproves of the terms and conditions of the underwriting, it may withdraw
there from by written notice to Company, and its’ respective shares of Company
shall be withdrawn from registration.


 


7.             CUSTOMARY ANTI-DILUTIVE RIGHT.  Company agrees that in the
event Company shall pay a dividend in shares of its Common Stock, subdivide
(split) its outstanding shares of Common Stock, combine (reverse split) its
outstanding shares of Common Stock, issue by reclassification of its shares of
Common Stock, any shares or other securities of Company, or distribute as a
stock dividend to holders of its Common Stock any securities of Company or of
another entity, Company hereby agrees to grant to Consultant such number of
shares as is required to maintain Consultant’s then current percentage
ownership of Company’s Common Stock.


 


8.             REPRESENTATIONS AND WARRANTIES.  Company recognizes the fact that Consultant
is not a licensed broker, nor is the services that the Company is requiring of
Consultant hereunder to be considered for any purpose as brokerage
services.  Company and Consultant
represent and warrant to each other that each has full power and authority to
execute and deliver this Agreement and to carry out the transactions
contemplated hereby.  No consent,
authorization or approval of any third party is required to enable either party
to enter into and perform any of its respective obligations under this
Agreement, and neither the execution and delivery of this Agreement nor the
consummation of the transactions contemplated thereby will violate the rules
that govern Company or Consultant or constitute a breach of any agreement to
which either is a party or by which it is bound.


 


9.             BREACH OF AGREEMENT.  Any breach of this
Agreement would result in irreparable injury to the other party.  Each party will be entitled (without
prejudice to its right to other remedies, including liquidated damages, and
without the posting of a bond or other security) to injunctive and other
equitable relief to prevent or restrain the breach of the Agreement.


 


10.          ASSIGNABILITY.
Neither party shall assign this Agreement and/or any rights or obligations
hereunder without the prior written consent of the other party.  However, it should be noted that upon the
sale of all or substantially all of the assets, business and goodwill of
Company to another entity, or upon the merger or consolidation of Company, this
Agreement shall inure to the benefit of, and shall be binding upon both the
Company and the new entity purchasing such assets, business or goodwill, or
surviving such merger resulting from such consolidation, as the case may


 


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be, in the same manner and to the same extent as though such other
entity were a party hereto.


 


11.          NOTICES.  Any notice, consent, approval, request,
demand or other communication required or permitted hereunder must be in
writing to be effective and shall be deemed delivered and received when: (a)
Personally delivered or if delivered by facsimile, when electronic confirmation
is actually received by the party to whom notice was sent, or (b) If delivered
by mail whether actually received or not, at the close of business on the third
(3rd) business day following a day when placed in the United States
Mail, postage prepaid, certified or registered mail, return receipt requested,
at the addresses set forth below (or to such other address as any party shall
specify by written notice so given), and shall be deemed to have been delivered
as of the date so personally delivered or mailed.


 


For purpose of this
Paragraph, The address of each respective party shall be as follows:


 


The address of Company shall
be:  11199 Sorrento Valley Road, San
Diego, CA 92121-1334.


The address of Consultant shall be: 4001 S. Decatur Blvd., #37-560, Las
Vegas, NV 89103.


 


12.          VENUE; CHOICE OF LAW.  The validity, performance
and construction of this Agreement shall be governed by, and be interpreted in
accordance with the laws of the State of Nevada.  Clark County, Nevada shall be the only county which shall be a
proper county with respect to any litigation involving this Agreement.  Each party hereby waive their respective
rights to have any court proceeding or any other litigation filed or tried in
any county other than Clark County, Nevada.


 


13.          INVALIDITY; SEVERABILITY.  If any term, provision,
covenant or condition of this Agreement, or any application thereof, should be
held by a court of competent jurisdiction to be invalid, void or unenforceable,
or contravene or be invalid under the laws of the United States, State of
Nevada, City of Las Vegas, or Clark County, such contravention, void,
unenforceability or invalidity shall not invalidate the entire Agreement, and
this Agreement shall be construed as if not containing the particular provision
or provisions held to be invalid, and the rights and obligations of the parties
to this Agreement shall be construed and enforced accordingly.


 


14.          ARBITRATION.  If a dispute arises out of or relates to
this Agreement, the parties agree first to try in good faith to settle the
dispute by mediation under the commercial mediation rules of the American
Arbitration Association, before resorting to arbitration.  Thereafter, any remaining unresolved
controversy or claim arising out of or relating to this Agreement shall be
settled by arbitration in Clark County, Nevada.  In accordance with commercial arbitration rules of the American
Arbitration Association and judgment upon the award rendered by the arbitrator
may be entered in any court having jurisdiction thereof.  The prevailing party in any arbitration
proceeding, as determined by the arbitrator, shall be entitled to an award of
reasonable attorneys’ fees and the fees and costs arising out to the
arbitration proceeding, including, but not limited to, the arbitration’s fees
and the American Arbitration Association’s administrative fee only if so
determined by the arbitrators.


 


15.          NON-WAIVER.  The waiver or failure of any party to
enforce at any time any of the provisions hereof shall not be construed to be a
waiver of the right of such party thereafter to enforce any such provision.


 


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16.          ATTORNEY’S FEES.
If any legal action, including an action for declaratory relief, is brought to
enforce the provisions of this Agreement, the prevailing party shall be
entitled to recover reasonable attorney’s fees in addition to any other relief
to which the prevailing party may be entitled.


 


17.          RELATIONSHIP OF PARTIES.
It is understood between the parties that Company and Consultant are performing
hereunder as independent and sovereign parties and that no other relationship
including, but not limited to, joint venture or partnership, exists between
them and the same are expressly disavowed and each party hereto is an
independent entity separate and distinct from the other.  In addition, both parties agree to comply
with all applicable provisions of the Internal Revenue Code and any other
applicable laws, rules and regulations relative to their respective
performances hereunder.  Neither party
shall be liable to the other for paying withholding taxes or the payment of any
other taxes imposed by any taxing authority.


 


18.          ENTIRE AGREEMENT/MODIFICATION.  This Agreement constitutes a final written
expression of all the agreements between the parties, and is the complete and
exclusive statement of those terms. No change or modification of this Agreement
shall be valid unless the same is in writing and signed by all parties hereto.


 


19.          BINDING EFFECT.  The Agreement shall be binding upon the
heirs, executors, administrators, and assigns of all parties hereto.


 


20.          CAPTIONS/CONSTRUCTION.  The captions contained herein are not a part
of this Agreement.  They are only for
the convenience of the parties and do not in any way modify, amplify or give
full notice of any of the terms, covenants or conditions of this Agreement.  For purposes of this Agreement, the language
of the contract shall be deemed to be the language of both parties and neither
party shall be construed as the drafter. 
Facsimile signatures hereon shall be deemed original for all purposes.


 


IN
WITNESS WHEREOF, the parties hereto affix their signatures
below acknowledging the terms and conditions contained in this Agreement the
date first written above.


 


 


	
  CATALYST
  CAPITAL, LLC

  	
  GENETRONICS.

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/  Kiran
  Sidhu

  	
   

  	
  /s/  Avtar
  Dhillon

  	
   

  
	
  Kiran Sidhu

  	
  Avtar Dhillon

  
	
  Manager

  	
  Chief Executive Officer

  
	
  Catalyst Capital, LLC

  	
  Genetronics

  
				



 


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