Exhibit 99.2
THIS NOTE HAS NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”). IT MAY
NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR HYPOTHECATED IN THE
ABSENCE OF AN EFFECTIVE REGISTRATION STATEMENT AS TO THE NOTE UNDER
THE ACT OR AN OPINION OF COUNSEL SATISFACTORY TO THE CORPORATION
THAT REGISTRATION IS NOT REQUIRED.
CONVERTIBLE SECURED PROMISSORY
NOTE
1. Promise to Repay . Celsion
Corporation, a Delaware corporation (the “ Borrower
”), promises to pay to Boston Scientific Corporation, a
Delaware corporation (“ Lender ”), or its
registered assigns, the principal sum of SIX MILLION and 00/100
Dollars ($6,000,000) together with interest thereon at the rate
hereinafter specified and any and all other sums which may be due
and owing to the Lender in accordance with the terms contained
herein as repayment of the $6,000,000 loan Lender has made to
Borrower on the date hereof.
2. Interest . Borrower shall
pay interest from the date of this Note on the principal amount
outstanding from time to time at a rate per annum equal to one
percent (1%) above that rate of interest which The Bank of America
publicly announces as, and declares to be, the regular commercial
prime rate of interest of such bank which such bank uses as a
guideline for, and a standard in determining, actual interest rates
charged commercial borrowers (the “ Prime Rate
”). Changes in the interest rate applicable in determining
the interest due hereunder shall be made daily as of and
immediately upon, the occurrence of changes in the Prime Rate.
Notwithstanding any other provision contained in this Note, the
maximum rate of interest hereunder at any time shall not exceed the
maximum rate then permitted by law. The interest shall be due on
the first to occur of (i) the Maturity Date (as defined below),
(ii) upon repayment of the Note in full, (iii) upon Lender’s
exercise of its Option (as defined in that certain Transaction
Agreement by and between Borrower and Lender dated January 20,
2003, with all schedules and exhibits thereto, the “
Transaction Agreement ”), or (iv) on conversion of the
principal amount plus accrued interest, if any, of the Note to
shares of Borrower’s common stock, par value $.01 (the
“ Common Stock ”), as provided in Section
9 below.
3. Calculation of Interest .
Interest on the principal amount of this Note shall be calculated
on the basis of a 360 day per year factor applied to the actual
days on which there exists an unpaid principal balance due under
this Note.
4. Maturity . The principal
balance of this Note, together with all then unpaid and accrued
interest, shall be due and payable in full on February 20, 2009
(the “ Maturity Date ”).
5. Prepayment . The Borrower
may prepay this Note, together with all then unpaid and accrued
interest, in whole or in part at any time or from time to time
without penalty or additional interest; provided ,
however , that Borrower may not prepay any Conversion Amount
(as defined below) that is the subject of a Conversion Notice (as
defined below). Any amounts prepaid hereunder shall be applied as
provided in Section 10 below.
6. Security . In order to
secure (i) the payment of all principal of and interest on this
Note as and when the same become due and payable (whether by lapse
of time, acceleration or otherwise) and (ii) the payment in full of
all expenses and charges, legal or otherwise, including reasonable
attorneys’ fees, suffered or incurred by the Lender in
collecting or enforcing payment of this Note or in realizing upon,
protecting or preserving any collateral security for this Note, the
Borrower hereby grants to the Lender a continuing security interest
in, and acknowledges and agrees that the Lender has and shall
continue to have a continuing security interest in, the
Borrower’s right, title and interest in (whether now existing
or hereafter from time to time acquired) the BPH Business and the
BPH Assets, together with all proceeds with respect thereto (as
those terms are defined in the Transaction Agreement, collectively,
the “ Collateral ”).
7. Perfection . The Borrower
hereby agrees on the date hereof or as soon as practicable after
the date hereof (and at any time requested by the Lender) to take
such actions (and authorizes the Lender to take such actions) that
are necessary or desirable by the Lender to perfect and maintain
the security interest of the Lender under the Uniform Commercial
Code of Delaware (the “ Delaware UCC ”) and any
other applicable law so that such security interest constitutes a
first priority lien upon the Collateral and every part thereof. The
Borrower hereby represents and warrants that no other security
interests have been granted and no other liens exist on the
Collateral other than the security interest granted to the Lender,
and upon the filing of a financing statement with the Secretary of
State of Delaware that describes the Collateral, the Lender will
have a
