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RESEARCH AND LICENSE AGREEMENT for SKI’s technology “Heat Sensitive Gene Therapy” (SK 797) This Agreement is effective on the date last subscribed below (the “EffectiveDate”), and is by and between SLOAN-KETTERING INSTITUTE FOR CANCER RESEARCH(HEREINAFTER referred to as “SKI”), a New York membership corporation withprincipal offices at 1275 York Avenue, New York, New York 10021, and CELSIONCORPORATION, a corporation with principal offices located at 10220-1 OldColumbia Road, Columbia, Maryland 210461705 (“LICENSEE”). WITNESSETH WHEREAS, SKI is the owner of certain Patent Rights (as later definedherein) and has the right to grant licenses under said Patent Rights; and WHEREAS, SKI desires to have the Patent Rights utilized in the publicinterest and is willing to grant a license to its interest thereunder; and WHEREAS, LICENSEE seeks to commercially develop the Patent Rightsthrough a thorough, vigorous and diligent program of exploiting the PatentRights whereby public utilization shall result therefrom; and NOW, THEREFORE, in consideration of the premises and the mutualcovenants contained herein, the parties hereto agree as follows: ARTICLE I – DEFINITIONS For the purpose of this Agreement, the following words and phrases shall havethe following meanings: 1.1. “LICENSEE” shall include Affiliates, that is, any person, firm,corporation or other entity controlling, controlled by, or under common controlwith a party hereto. The term “control” wherever used throughout this Agreementshall mean ownership, directly or indirectly, of more than 50% of the equitycapital. With regard to SKI, “Affiliate” shall mean the Memorial Sloan-KetteringCancer Center and the Memorial Hospital for Cancer and Allied Diseases. 1.2. “Patent Rights” shall mean all of the following SKI intellectualproperty: (a) The United States and foreign patents and patent applications listed in Exhibit A; (b) United States and foreign patents issued from the applications listed in Exhibit A, and from divisionals and continuations of these applications; (c) claims of U.S. and foreign continuation-in-part applications, and of the resulting patents, which are directed to subject matter specifically described in the U.S. and foreign patent applications listed in Exhibit A; (d) any reissues or re-examinations of patents described in (a), (b), or (c), above. 1.3. A “Licensed Process” shall mean any process which is covered inwhole or in part by an issued, unexpired claim or a pending claim contained inthe Patent Rights in any country in which such process is practiced. 1.4. A “Licensed Product” shall mean any product or part thereofmade, leased, used or sold by or on behalf of LICENSEE which: (a) is covered in whole or in part by an issued, unexpired claim or a pending claim contained in the Patent Rights in the country in which any product or part thereof is made, leased, used or sold; or (b) is manufactured by using a Licensed Process. 1.5. “Net Sales” shall mean LICENSEE’s and its sublicensees’ billingsfor sales of Licensed Products or Licensed Processes produced hereunder less thesum of the following: (a) Discounts allowed in amounts customary in the trade; (b) Sales, tariff duties and/or use taxes directly imposed and with reference to particular sales; (c) Outbound transportation prepaid or allowed; (d) Amounts allowed or credited on returns; and (e) Bad debts and uncollectible receivables. No deductions shall be made for commissions paid to individuals whetherthey be with independent sales agencies or regularly employed by LICENSEE orAffiliates and on its payroll, or for cost of collections. Licensed Productsshall be considered “sold” when billed or invoiced. 1.6. “Royalty Year” shall mean each twelve-month period commencingJanuary 1 and ending December 31 during the term of this Agreement. For thefirst year of this Agreement, the Royalty Year shall be the period of timebetween the signing of the Agreement and December 31. 1.7. “Field of Use” shall mean the use of the Patent Rights in thefield of treatment of human disease. 1.8. “Research Program” shall mean investigations to be conducted bySKI under this Agreement, as described in Exhibit B attached hereto, and asdescribed in revisions of Exhibit B which may be agreed upon in writing by theparties. ARTICLE II – RESEARCH PROGRAM 2.1. SKI shall perform studies of Research Program. The PrincipalInvestigator assigned by SKI for directing the performance of the work is Dr.Gloria Li. If for any reasons the Principal Investigator becomes unavailable,SKI shall notify the LICENSEE . If a mutually acceptable successor is notidentified, the Research Program will be terminated in accordance with Section2.9 below. 2.2. It is understood that SKI and the personnel performing theResearch Program hereunder may be or become involved in other activities andprojects which entail commitments to other sponsors. SKI will use its bestefforts to avoid conflicts with the Research Program; however, it is agreed thatunless provided to the contrary herein, SKI’s Research Program obligationsoutlined in Article II are subject to SKI’s commitments to such other sponsors. 2.3. In consideration of SKI carrying out the Research Program,LICENSEE shall pay to SKI annually in advance such sums as are agreed and setout in Exhibit B. Subject to prior written notification by SKI, LICENSEE shallalso pay additional sums for salaries (and reasonable overheads thereon) inorder to accommodate reasonable salary increases which take effect after theEffective Date, the timing of such additional payment to be agreed between theparties. 2.4. SKI shall inform LICENSEE of the progress of the ResearchProgram on a regular basis as mutually agreed to by both parties. A finalwritten report shall be submitted by SKI to LICENSEE within one month ofcompletion of the Research Program. 2.5. While it is understood that SKI is free to publish the resultsof its research carried out under this Article 2, LICENSEE shall be given anopportunity to review any proposed manuscripts regarding this work prior tosubmission for publication. LICENSEE agrees to complete its review and to informSKI of its comments within thirty (30) days of receipt of SKI’s manuscripts; ifno response is received within such thirty (30) days, it may be conclusivelypresumed that the publication may proceed without delay. If LICENSEE determinesthat the proposed publication contains patentable matter which requiresprotection, LICENSEE may require the delay of the publication for a period oftime not to exceed sixty (60) days for the purpose of allowing the pursuit ofsuch protection. Without the prior written consent of LICENSEE, SKI shall notpublish or permit to be published any information which LICENSEE reasonablydeems to be LICENSEE’s Confidential Information. When publishing, SKI shallappropriately acknowledge LICENSEE’s financial support of this research. 2.6. All original research results, data, records and work productgenerated under this Agreement, including all tangible and intangible property,shall be owned by SKI. 2.7. (a) Any inventions or discoveries (“Inventions”) made under the Research Program solely by SKI employees shall belong to SKI. SKI shall promptly disclose potentially patentable Inventions to LICENSEE, provided that LICENSEE shall hold all such disclosures in confidence and shall not further disclose or use same in ways not previously approved in writing by SKI. At LICENSEE’s request and expense, SKI shall promptly prepare, file and/or maintain patent applications or issued patents in the United States and foreign countries for any such Inventions. Any inventions or discoveries made during the Research Program jointly by SKI employees and by the LICENSEE’s employees shall be jointly owned by SKI and LICENSEE. LICENSEE shall have the rights to obtain patent protection in the United States and foreign countries for such joint inventions, at its expense, unless otherwise agreed upon by the parties. (b) SKI grants to LICENSEE an option to obtain a license to each Invention solely owned by SKI, and to SKI’s interest in any joint inventions, through good faith negotiations and on commercially reasonable terms. The option shall extend for a period of three (3) months following disclosure of the Invention to the LICENSEE. In the event the parties, acting in good faith, fail to reach a mutually acceptable agreement within three (3) months after commencing negotiations, SKI shall be entitled to negotiate a license with a third party for such Invention. 2.8. SKI MAKES NO REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED,REGARDING ITS PERFORMANCE UNDER THE RESEARCH PROGRAM, INCLUDING BUT NOT LIMITEDTO THE MARKETABILITY, USE OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE RESULTSDEVELOPED UNDER THIS WORK, OR THAT SUCH RESULTS DO NOT INFRINGE UPON ANY THIRDPARTY PROPERTY RIGHTS. LICENSEE shall indemnify, defend and hold harmless SKIand its affiliates and its employees from any liability resulting fromLICENSEE’s use of the Results or materials provided by SKI, or other LICENSEE’sactivities in the course of the Research Program. 2.9. The Research Program may be terminated by either party giving tothe other a minimum of ninety (90) days prior written notice. In the event oftermination of the Research Program, LICENSEE shall pay to SKI, within thirty(30) days of invoice from SKI, for all direct costs, up to and including theeffective date of termination, and all applicable indirect costs and allnon-cancelable obligations made before receipt of notice of termination, eventhough such obligations may extend beyond the termination date. ARTICLE III – GRANT 3.1. SKI hereby grants to LICENSEE an exclusive worldwide right andlicense in the Field of Use, including the right to sublicense, to make, havemade, use, lease and sell Licensed Products and to use Licensed Processesderived from the Patent Rights until the Patent Rights expire, unless thisAgreement is terminated before that time according to the terms hereof, andsubject to the rights reserved or observed in Section 2.2 below. 3.2. Notwithstanding any other provisions of this Agreement, it isagreed that SKI and its Affiliates shall retain the right to practice thelicensed Patent Rights for its own teaching, research and patient careactivities. All rights reserved to the United States Government andothers under 35 USC 33200-212, as amended, shall remain and shall in no way beaffected by this Agreement. 3.3. LICENSEE hereby agrees that every sublicensing agreement towhich it shall be party and which shall relate to the rights, privileges andlicense granted hereunder shall contain a statement describing the date uponwhich LICENSEE’S exclusive rights, privileges and license hereunder shallterminate. 3.4. LICENSEE agrees that any sublicenses granted by it shall providethat the obligations to SKI of Article IV, VI, VIII, IX, X, XI, XII, XIII and XVof this Agreement shall be binding upon the sublicensee as if it were a party tothis Agreement. LICENSEE further agrees to attach copies of these Articles tosublicense agreements. 3.5. LICENSEE agrees to forward to SKI a copy of any and all fullyexecuted sublicense agreements, and further agrees to timely forward to SKI acopy of such reports received by LICENSEE from its sublicensees during thepreceding Royalty Year. 3.6. If LICENSEE receives from sublicensees anything of value in lieuof cash payments based upon payment obligations of any sublicense under thisAgreement, LICENSEE shall pay SKI royalty or other payments as required byClause 5.1(b), based on the fair market value of such payment, unless SKI waivesin writing such payment obligation. 3.7. The license granted hereunder shall not be construed to conferany rights upon LICENSEE by implication, estoppel or otherwise as to anytechnology not included in the Patent Rights. ARTICLE IV – DUE DILIGENCE 4.1. LICENSEE and its sublicensees shall use their best efforts tobring Licensed Products or Licensed Processes to market through a thorough,vigorous and diligent program for exploitation of the Patent Rights and tocontinue active, diligent marketing efforts for one or more Licensed Products orLicensed Processes throughout the life of this Agreement. 4.2. In addition, LICENSEE shall adhere to the following milestones: (a) Within three (3) months of LICENSEE’s receipt of final report of Research Program or within eighteen (18) months of the Effective Date of this Agreement, whichever is earlier, LICENSEE shall deliver to SKI, its detailed business, research and development plan including, for example, relevant schedules of capital investments needed to implement the plan, financial, equipment, facility plans, number and kind of personnel and time planned for each phase of development of the Patents Rights for a three year period. Similar reports shall be provided to SKI annually to relay update and status information on LICENSEE’s business, research and development progress, including projections of activity anticipated for the next reporting year. In the event SKI, after full examination of each such report, determines the report is insufficient in detail or in LICENSEE’s progress in bringing a Licensed Product to market in accordance with Section 4.1, SKI shall notify LICENSEE. If within two (2) months of such notification, LICENSEE fails to so satisfy SKI, then SKI shall give notice of same and may terminate this Agreement pursuant to Section 13.4 below. (b) LICENSEE shall be responsible for diligently and promptly taking all reasonable steps to secure all required and/or necessary governmental approvals to sell, exploit, or market any and all Licensed Products. LICENSEE shall advise SKI, through annual reports described in Section 4.2(a) above of its program of development for obtaining said approvals. (c) LICENSEE’s failure to perform in accordance with Sections 4.1 and 4.2 above shall be grounds for SKI to terminate this Agreement pursuant to Section 13.4 below. ARTICLE V – PAYMENTS 5.1. For the rights, privileges and licenses granted hereunder,LICENSEE shall pay to SKI, in the manner hereinafter provided, untiltermination of this Agreement: (a) A license issue fee of fifty thousand dollars ($50,000), payable immediately upon signing this Agreement. (b) A royalty in an amount equal to five percent (5%) of the Net Sales by LICENSEE or any sublicensee of the Licensed Products or Licensed Processes, provided that such Licensed Product or Licensed Process is covered by at least one valid claim of an issued patent. In all other cases, LICENSEE shall pay to SKI a royalty in the amount of three percent (3%) of the Net Sales by LICENSEE or any sublicensee of the Licensed Products or Licensed Processes. In addition, LICENSEE shall pay SKI fifty percent (50%) of income from sublicensees which is not based on Net Sales, e.g. up-front licensing fees, milestone payments. (c) Milestone payments as follows: (i) $25,000 upon the filing of an Investigative New Drug (IND) with the United States Food and Drug Administration (FDA), or two years after the Effective Date, whichever is earlier. (ii) $ 75,000 upon commencement of Phase III clinical studies, or five years months after the Effective Date,, whichever is earlier. (iii) $100,000 upon filing of a New Drug Application (NDA) with the FDA for each Licensed Product or eight years after the Effective Date, whichever is earlier. (iv) $300,000 upon receipt of a New Drug Application (NDA) from the FDA for each Licensed Product for which LICENSEE receives a NDA. (d) Annual minimum royalty payments, starting two years after the Execution Date, in the amount of ten thousand dollars ($10,000) per Royalty Year pending issuance of a U.S. Patent, and after issuance of one or more such patents, annual minimum royalty payments of twenty thousand dollars ($20,000) per Royalty Year, and after the issuance of an NDA, annual minimal royalty payments of fifty thousand dollars ($50,000). Such minimum royalty payments shall be prorated for the year of issuance. The minimum royalty payments shall be credited against the earned royalty payments required in Section 5.1 (b) above for the same Royalty Year. (e) Patent expenses according to the terms of Article VII. 5.2. No multiple royalties shall be payable because any LicensedProduct, its manufacture, use, lease or sale are or shall be covered by morethan one of the Patent Rights patent applications or Patent Rights patentslicensed under this Agreement. 5.3. Royalty payments shall be paid in United States dollars in NewYork, NY, or at such other place as SKI may reasonably designate consistent withthe laws and regulations controlling in any foreign country, but not in anyother currency. If any currency conversion shall be required in connection withthe payment of royalties hereunder, such conversion shall be made by using theexchange rate prevailing at the Chase Manhattan Bank (N.A.) on the last businessday of the calendar quarterly reporting period to which such royalty paymentsrelate. 5.4. Interest (a) LICENSEE shall pay to SKI interest on any amounts not paid when due. Such interest will accrue from the fifteenth (15th) day after the payment was due at a rate two percent (2%) above the daily prime interest rate, as determined by The Chase Manhattan Bank (N.A.) or its successor entity, on each day the payment is delinquent, and the interest payment will be due and payable on the first day of each month after interest begins to accrue, until full payment of all amounts due SKI is made. (b) SKI’s rights to receive such interest payments shall be in addition to any other rights and remedies available to SKI. (c) If the interest rate required in this Subsection exceeds the legal rate in a jurisdiction where a claim for such interest is being asserted, the required interest rate shall be reduced, for such claim only, to the maximum interest rate allowable in the jurisdiction. ARTICLE VI – REPORTS AND RECORDS 6.1. LICENSEE shall keep full, true and accurate books of accountcontaining all particulars that may be necessary for the purpose of showing theamounts payable to SKI hereunder. Said books and records shall be maintained fora period of no less than five (5) years following the period to which theypertain. For the term of this Agreement, upon reasonable written notice,LICENSEE shall allow SKI or its agents to inspect such books and records for thepurpose of verifying LICENSEE’s royalty statement or compliance in otherrespects with this Agreement. Such inspections shall be during normal workinghours of LICENSEE. Should such inspection lead to the discovery of a greaterthan ten percent (10%) discrepancy in reporting to SKI’s detriment, LICENSEEagrees to pay the full cost of such inspection. 6.2. LICENSEE, within thirty (30) days after March 31, June 30,September 30 and December 31 of each year, shall deliver to SKI true andaccurate reports, giving such particulars of the business conducted by LICENSEEand its sublicensees during the preceding three-month period under thisAgreement as shall be pertinent to a royalty accounting hereunder. These shallinclude at least the following, to be itemized per Licensed Product and LicensedProcess: (a) Number of Licensed Products and Licensed Processes commercially used, manufactured and sold, rented or leased. (b) Total billings for Licensed Products and Licensed Processes commercially used, sold, rented or leased. (c) Deductions applicable as provided in Paragraph 1.7. (d) Total royalties due. (e) Names and addresses of all sublicensees of LICENSEE. (f) Total royalty income from all revenues subject to sublicensees’ royalties. (g) Total sublicensing fee income. 6.3. With each such report submitted, LICENSEE shall pay to SKI theroyalties due and payable under this Agreement. If no royalties shall be due,LICENSEE shall so report. 6.4. Milestone payments shall be reported and paid when due. ARTICLE VII – PATENT PROSECUTION 7.1. LICENSEE shall be responsible for and pay all past and futurecosts and expenses incurred by SKI for the preparation, filing, prosecution,issuance, and maintenance of the Patent Rights. Such payments will be due withinthirty (30) days of LICENSEE’s receipt of invoice of patent expenses from SKI orSKI’s patent counsel. 7.2. SKI shall diligently prosecute and maintain the Patent Rights inthe United States and in such countries as are determined by SKI and agreed toby LICENSEE, using counsel of its choice. If LICENSEE does not agree to bear theexpense of filing patent applications in any foreign countries in which SKIwishes to obtain patent protection, then SKI may file and prosecute suchapplications at its own expense and any license granted hereunder shall excludesuch countries. 7.3. SKI shall provide LICENSEE with copies of all relevantdocumentation so that LICENSEE may be informed and to give LICENSEE reasonableopportunity to advise SKI of the continuing prosecution, and LICENSEE agrees tokeep this documentation confidential. ARTICLE VIII – INFRINGEMENT 8.1. LICENSEE as the exclusive commercial user of the Patent Rightsshall assume primary responsibility for enforcing the Patent Rights withinrelevant commercial markets in the Field of Use. In exercising theseresponsibilities, LICENSEE shall promptly contact alleged third party infringersand take all reasonable steps to persuade such third parties to desist frominfringing the Patent Rights, including initiating and prosecuting aninfringement action if necessary, or defending a challenge to the validity ofthe Patent Rights. LICENSEE also shall notify SKI of each instance of allegedinfringement and shall keep SKI informed of all stages of Patent Rightsenforcement. LICENSEE may use the name of SKI as party plaintiff. All costs ofany action to enforce the Patent Rights taken by LICENSEE shall be borne byLICENSEE and LICENSEE shall keep any recovery of damages derived therefrom, theexcess of such recovery over such costs shall be included in LICENSEE’s NetSales. No settlement, consent judgment or other voluntary final disposition ofthe suit may be entered into without the prior written consent of SKI, whichconsent shall not unreasonably be withheld. 8.2. In the event LICENSEE becomes aware of unlicensed infringementof the Patent Rights, either through notice from SKI or by other means, and doesnot, within three months (a) secure cessation of the infringement; or (b) entersuit against the infringer; or (c) provide SKI with evidence of pendency of abona fide negotiation for sublicensing the infringer, then, thirty days aftergiving written notice to LICENSEE, SKI shall have the right to (a) sue for theinfringement at SKI’s own expense, and to collect for its own use any damages,profits and awards of whatever nature that it may recover for such infringement;and (b) terminate this Agreement according to terms of Article XII. 8.3. Each party shall promptly notify the other in writing in theevent that a third party shall bring a claim of infringement against SKI orLICENSEE, either in the United States or in any foreign country in which thereare Patent Rights. 8.4. In the event LICENSEE is sued for patent infringement,threatened with such suit, or enjoined from exercising its license rightsgranted hereunder, LICENSEE may terminate this Agreement according to ArticleXII or contest the action against it. In any such action, LICENSEE shall befully responsible for all its costs, including expenses, judgements andsettlements, and shall be entitled to proceeds that it may recover, includingjudgements, settlements and awards, the excess of such recovery over such costsshall be included in LICENSEE’s Net Sales. 8.5. In any infringement suit as either party may institute toenforce the Patent Rights against third parties pursuant to this Agreement, orin any infringement action brought against either party by a third party, eachparty hereto shall, at the request and expense of the other party, cooperate in all respects and, to the extent possible, have its employeestestify when requested and make available relevant records, papers, information,samples, specimens, and the like. ARTICLE IX – INDEMNIFICATION. PRODUCT LIABILITY 9.1. LICENSEE shall at all times during the term of this Agreementand thereafter, indemnify, defend and hold SKI and its Affiliates, their Boardof Managers, officers, employees and affiliates, harmless against all claims andexpenses, including legal expenses and reasonable attorneys’ fees, arising outof the death of or injury to any person or persons or out of any damage toproperty and against any other claim, proceeding, demand, expense and liabilityof any kind whatsoever resulting from the production, manufacture, sale, use,lease, consumption or advertisement of the Licensed Product(s) and/or LicensedProcess(es) or arising from any obligation of LICENSEE hereunder. 9.2. For the term of this Agreement, upon the commencement ofclinical use, production, sale, or transfer, whichever occurs first, of anyLicensed Product or Licensed Process, LICENSEE shall obtain and carry in fullforce and effect general liability insurance which shall protect LICENSEE andSKI in regard to events covered by Section 9.1 above. Such insurance shall bewritten by a reputable insurance company, shall list SKI as an additional namedinsured thereunder, shall be endorsed to include liability coverage, and shallrequire thirty (30) days written notice to be given to SKI prior to anycancellation or material change thereof. The limits of such insurance shall notbe less than one million dollars ($1,000,000) per occurrence with an annualaggregate of three million dollars ($3,000,000) for personal injury, death orproperty damage. LICENSEE shall provide SKI with Certificates of Insuranceevidencing the same. 9.3. Except as otherwise expressly set forth in this Agreement, SKIMAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF ANY KIND, EITHER EXPRESSOR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE, AND VALIDITY OF PATENT RIGHTS CLAIMS, ISSUED ORPENDING. ARTICLE X – EXPORT CONTROLS It is understood that SKI is subject to United States Laws andregulations controlling the export of technical data, computer software,laboratory prototypes and other commodities (including the Arms Export ControlAct, as amended and the Export Administration Act of 1979), and that itsobligations hereunder are contingent on compliance with applicable United Statesexport laws and regulations. The transfer of certain technical data andcommodities may require a license from the cognizant agency of the United StatesGovernment and/or written assurances by LICENSEE that LICENSEE shall not exportdata or commodities to certain foreign countries without prior approval of suchagency. SKI neither represents that a license shall not be required nor that, ifrequired, it shall be issued. ARTICLE XI – NON-USE OF NAMES LICENSEE shall not use the names of SKI or its Affiliates, nor any oftheir employees, nor any adaptation thereof, in any advertising, promotional orsales literature without prior written consent obtained from SKI in each case. ARTICLE XII – ASSIGNMENT 12.1. This Agreement may not be assigned by LICENSEE without priorwritten consent from SKI. 12.2. Notwithstanding the foregoing prohibition, LICENSEE may withoutSKI’s consent assign this Agreement to any entity that it may merge into,consolidate with, or transfer substantially all of its assets (“substantially”being EIGHTY PERCENT (80%) or more thereof) as an entirety, so long as thesuccessor surviving corporation in any such merger, consolidation, transfer orreorganization assumes in writing the obligations of this Agreement. Suchmerger, consolidation, transfer or reorganization shall not in itself be abreach of this Article XI, nor be any default under this Agreement. ARTICLE XIII – TERMINATION 13.1. Unless earlier terminated pursuant to this Article XII, thisAgreement shall terminate upon the later to occur of (a) the last to expire ofthe Patent Rights or (b) twenty (20) years. 13.2. SKI may terminate this Agreement if LICENSEE becomes insolventor, a petition in bankruptcy is filed against LICENSEE and is consented to,acquiesced in or remains undismissed for thirty (30) days; or makes a generalassignment for the benefit of creditors, or a receiver is appointed forLICENSEE, and LICENSEE does not return to solvency before the expiration of athirty (30) day period. 13.3. Should LICENSEE fail to pay SKI license fees, royalties andpatent expenses due and payable hereunder for more than thirty (30) days, SKIshall have the right to terminate this Agreement on thirty (30) days writtennotice, unless LICENSEE shall pay SKI within the thirty (30) day period, allsuch license fees, royalties and patent expenses and interest due and payable.Upon the expiration of the thirty (30) day period, if LICENSEE shall not havepaid all such royalties, patent expenses and interest due and payable, therights, privileges and license granted hereunder shall terminate. 13.4. Upon failure of LICENSEE to perform in accordance with Article 4or any other material breach of this Agreement by LICENSEE, other than thoseoccurrences set out in Sections 13.2 and 13.3, hereinabove, which shall alwaystake precedence in that order over any material breach or default referred to inthis Section 13.4, SKI shall have the right to terminate this Agreement and therights, privileges and license granted hereunder by sixty (60) days’ notice toLICENSEE. Such termination shall become effective unless LICENSEE shall havecured any such breach prior to the expiration of the sixty (60) day period. 13.5. LICENSEE shall be entitled to terminate this Agreement uponsixty (60) days advance written notice to SKI, provided that LICENSEE and any ofits Affiliates or sublicensees cease making, using or selling Licensed Products. 13.6. Upon termination of this Agreement for any reason, nothingherein shall be construed to release either party from any obligation thatmatured prior to the effective date of such termination. LICENSEE must return toSKI all materials [Know-How, biological, chemical, FDA files, etc] relating toLicensed Product, Licensed Process, and the Patent Rights; provided, however,that, unless terminated under Sections 13.3 or 13.4, LICENSEE shall have theright for one year thereafter to dispose of all Licensed Products then in itsinventory, and shall pay royalties thereon, in accordance with the provisions ofArticle IV and shall submit the related reports as required by Article V, asthough this Agreement had not terminated. 13.7. Other than any claim arising from LICENSEE’s failure to paylicense fees or patent expenses due under this contract, any controversy or bonafide disputed claim arising between the parties to this Agreement, which disputecannot be resolved by mutual agreement shall, by the election of either party,be resolved by submitting to dispute resolution before a fact-finding mediationbody composed of one or more experts in the field, selected by mutual agreementwithin thirty days of written request by either party. Said dispute resolutionshall be held in New York at such place as shall be mutually agreed upon inwriting by the parties. The fact-finding body shall determine who shall bear thecost of said resolution. In the event that the parties cannot mutually agreewithin said thirty (30) days on the dispute resolution body, the parties will goto arbitration in accordance with the Commercial Arbitration Rules of theAmerican Arbitration Association. 13.8. Upon termination of this Agreement for any reason allsublicenses shall terminate. Any sublicensees not then in default shall have theright to seek a license from SKI. SKI agrees to negotiate such licenses in goodfaith under reasonable terms and conditions substantially similar to the onesset forth in the License agreement between Celsion and such sublicensee or asset forth in this Agreement, at the discretion of SKI. 13.9. Article IX, Article XI, and Section 13.6 of this Agreement shallsurvive termination. ARTICLE XIV – PAYMENTS, NOTICES AND OTHER COMMUNICATIONS 14.1. Payments shall be made by remittance to “Sloan-KetteringInstitute for Cancer Research”. Payments shall be sufficiently made whendelivered by courier of other means providing proof of delivery to SKI. Paymentshall show “PAYMENT, CONTRACT SK# 4826″ on the check stub or attachedcorrespondence, and shall be sent to: Office of Industrial Affairs Memorial Sloan-Kettering Cancer Center 1275 York Avenue New York, New York 10021 14.2. All notices or other communication pursuant to this Agreementshall be sufficiently made or given when delivered by courier or other meansproviding proof of delivery to such party at its address below or as it shalldesignate by written notice given to the other party: In the case of SKI: Sloan-Kettering Institute for Cancer Research 1275 York Avenue New York, New York 10021 Attention: James S. Quirk Senior Vice President Research Resources Management In the case of LICENSEE: Celsion Corporation 10220-1 Old Columbia Road Columbia, MD 21046-1705 Attention: Augustine Y. Cheung, Ph.D. Chairman ARTICLE XV – MISCELLANEOUS PROVISIONS 15.1. This Agreement shall be construed, governed, interpreted andapplied in accordance with the laws of the State of New York, except thatquestions affecting the construction and effect of any patent shall bedetermined by the law of the country in which the patent was granted. 15.2. The provisions of this Agreement are severable, and in the eventthat any provisions of this Agreement shall be determined to be invalid orunenforceable under any controlling body of the law, such invalidity orunenforceability shall not in any way affect the validity or enforceability ofthe remaining provisions hereof. 15.3. LICENSEE agrees to mark the Licensed Products sold in the UnitedStates with all applicable United States patent numbers. All Licensed Productsshipped to or sold in other countries shall be marked in such a manner as toconform with the patent laws and practice of the country of manufacture or sale. 15.4. The failure of either party to assert a right hereunder or toinsist upon compliance with any term or condition of this Agreement shall notconstitute a waiver of that right or excuse a similar subsequent failure toperform any such term or condition by the other party. 15.5. This Agreement may be executed in any number of counterparts andeach of such counterparts shall for all purposes be an original and all suchcounterparts shall together constitute but one and the same agreement. IN WITNESS WHEREOF, authorized representatives of the parties havesigned and dated this Agreement below. Sloan-Kettering Institute for Cancer Research By: /s/ MR. GUSTAVE J. BERNHARDT James S. Quirk Senior Vice President Research Resources Management Date: 5/19/00 Celsion Corporation By: /s/ AUGUSTINE Y. CHEUNG, PH.D. Augustine Y. Cheung, Ph.D. Chairman Date: 5/17/2000

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