exhibit10-1.htm


    
      
         


      

      
         


        
          

        

      

      
        Exhibit
10.1  

      

    


    SECOND AMENDMENT TO ASSET
PURCHASE AGREEMENT

    


    


    THIS SECOND AMENDMENT (the
“Second Amendment”) to the Asset Purchase Agreement by and between CELSION
CORPORATION and BOSTON SCIENTIFIC CORPORATION dated April 17, 2007, as
amended by the First Amendment to Asset Purchase Agreement dated June 5, 2008
(as amended, the “Existing Agreement”), is executed as of the 1st day of
June, 2009.

    


    The parties, for good and valuable
consideration, intending to be legally bound, hereby agree as
follows:

    


    1.           The
definition of “Third Payment” is amended to mean the relevant amount set forth
on Exhibit A attached hereto.

    


    2.           Section
2.08 of the Existing Agreement is deleted in its entirety and replaced with the
following:

    


    
      	
               
      

            	
              SECTION
      2.08  Third
      Payment.  On or prior to June 1,
    2009:

            


    

    


    
      	
               
      

            	
              (a)

            	
              the
      Purchaser shall deliver to the Seller the Third Payment less the amount of
      the sum of (i) the Purchaser Amounts and (ii) any amounts that are the
      subject of Third Party Infringement Claims of the type described in the
      definition of Purchaser Amounts but which have not become Losses of the
      Purchaser (“Conditional
      Amounts”) prior to the date of the second anniversary of the
      Closing Date, by wire transfer in immediately available funds to an
      account designated by the Purchaser (see Exhibit B attached hereto);
      provided that the aggregate amounts deducted from the Third Payment under
      this Section 2.08(a) shall not exceed $10,000,000;
  and

            


    

    


    
      	
               
      

            	
              (b)

            	
              the
      Seller shall deliver to the Purchaser a receipt for the Third
      Payment.

            


    

    


    
      	
               
      

            	
              3.

            	
              Except
      for the provisions of this Second Amendment, the Existing Agreement shall
      remain in full force and effect.

            


    

    


    
      	
               
      

            	
              4.

            	
              Upon
      receipt by the Seller of the Third Payment, the Purchaser shall have paid
      to the Seller all of the Purchase Price in full and satisfied all of its
      obligations with respect to payment of the Purchase
  Price.

            


    

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
      	
              5.  

            	
              This
      Second Amendment shall automatically terminate and be of no further legal
      force or effect if Celsion Corporation has not received confirmation of
      receipt of the wire transfer by Boston Scientific Corporation by 5:00 p.m.
      on June 3, 2009.

            


    

    


    
      	
              6.  

            	
              This
      Amendment shall be governed by, and construed in accordance with, the laws
      of the State of Delaware.  Celsion Corporation and Boston
      Scientific Corporation unconditionally and irrevocably agree and consent
      to the exclusive jurisdiction of the courts located in the State of
      Delaware and waive any objection with respect thereto, for the purpose of
      any action, suit, or proceeding arising out of or relating to this
      Amendment or the transactions contemplated hereby, and further agree not
      to commence any such action, suit or proceeding except in any such
      court.

            


    

    


    
      	
              7.  

            	
              This
      Amendment may be executed and delivered (including by facsimile
      transmission) in one or more counterparts, and by the different parties in
      separate counterparts, each of which when executed will be deemed to be an
      original but all of which taken together will constitute one and the same
      agreement.

            


    

    


    


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    

    IN WITNESS WHEREOF, the parties hereto
have caused their duly authorized representatives to execute this Second
Amendment as of the date first written above.

    


    BOSTON
SCIENTIFIC CORPORATION

    


    By: /s/ Jim Gilbert

    Name
(print):Jim
Gilbert

    Title:
Executive Vice President, Strategy and Business Development


    


    CELSION
CORPORATION

    


    By: /s/Sean Moran

    Sean
Moran, Chief Financial Officer

    


    


    


    



    
      
         


      

      
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