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