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In June of 1997, Swartz Investments, LLC entered into a letter of agreement in which it agreed to assist Vion Pharmaceuticals, Inc. with a private placement to raise financing for Vion. By the end of August, 1997, Swartz and Vion were able to raise $4,850,000 in financing from a number of investors. In connection with that financing, the parties signed a Placement Agent Agreement, containing a “Non-circumvention & Confidentiality of Proprietary Agent Information” clause.

The “Non-Circumvention” clause can be read in two parts.1 The first part prohibits Vion for a five-year period from directly or indirectly contacting or negotiating with six named investors regarding an investment in Vion or any other company without Swartz’s prior written permission. This portion also prevents Vion from entering into “any agreement or transaction” with the named investors or disclosing their names for the same time period without Swartz’s permission. The second part requires that Vion pay Swartz a five percent 5 commission should Vion accept an investment from one of the named investors through another agent within one year of the date of the “Last Closing” as defined in the subscription agreement.

 
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