Agreement
shall be deemed part of this Agreement and incorporated herein, as if fully set
forth herein.
SECTION 9.13 WAIVER OF JURY TRIAL. EACH OF THE PARTIES HERETO HEREBY WAIVES TO
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY RIGHT IT MAY HAVE TO A TRIAL
BY JURY WITH RESPECT TO ANY
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LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH OF THE
PARTIES HERETO (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY
OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD
NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THAT FOREGOING WAIVER AND
(B) ACKNOWLEDGES THAT IT AND THE OTHER PARTY HERETO HAVE BEEN INDUCED TO ENTER
INTO THIS AGREEMENT AND THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, AS
APPLICABLE, BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN
THIS SECTION 9.13.
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IN WITNESS WHEREOF, the Seller and the Purchaser have caused this Agreement to
be executed as of the date first written above by their respective officers
thereunto duly authorized.
CELSION CORPORATION By:
/s/ Michael H Tardugno
Name:
Michael H Tardugno Title:
President and Chief Executive Officer BOSTON
SCIENTIFIC CORPORATION By:
/s/ Lawrence C. Best
Name:
Lawrence C. Best Title:
Executive Vice President-Finance and
Administration and Chief Financial Officer
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EXHIBIT 1.01(a)
FORMS OF ASSIGNMENT OF INTELLECTUAL PROPERTY
PATENT ASSIGNMENT
This PATENT ASSIGNMENT (this "Assignment") is made and entered into this
day of
, 2007 by and between Celsion Corporation, a Delaware
corporation ("Assignor"), and Boston Scientific Corporation, a Delaware
corporation ("Assignee") (each a "Party," and collectively, the "Parties").
WHEREAS, Assignor is the owner of the patents and patent applications set forth
on Schedule A hereto (the "Patents");
WHEREAS, Assignor and Assignee are parties to that certain Asset Purchase
Agreement dated April 17, 2007 (the "Purchase Agreement") (capitalized terms
used herein but not otherwise defined herein shall have the meanings set forth
in the Purchase Agreement);
WHEREAS, pursuant to the Purchase Agreement, Assignee agreed to purchase the BPH
Business from Assignor, including all of Assignor's right, title and interest in
and to the Patents; and
WHEREAS, the execution and delivery of this Assignment is a condition to
Closing.
NOW THEREFORE, for the consideration set forth in the Purchase Agreement, and
for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Parties agree as follows:
1. Assignment. Effective upon the Closing, Assignor hereby assigns to Assignee
all of Assignor's right, title and interest in and to the Patents, including all
rights therein provided by international conventions and treaties, and the right
to sue for past, present and future infringement thereof.
2. No Warranties. Except as expressly provided in the Purchase Agreement,
Assignor makes no warranties, express or implied, with respect to the Patents.
3. Further Assurances. Assignor hereby covenants that Assignor shall, at the
cost and expense of Assignee, take all