RE: CELSION CORPORATION--INTRODUCTION OF STRATEGIC CANADIAN AND HONG KONG INVESTORS

 

 

 

                                                                     EXHIBIT 4.5

 

                        GOLDPAC INVESTMENT PARTNERS LTD.

 

October 1, 2003

 

Celsion Corporation

10220-L Old Columbia Road

Columbia MD USA 21046

 

Attention:      Dr. Augustine Y.   Cheung

               President and Chief Executive Officer

 

         RE:    CELSION CORPORATION--INTRODUCTION OF

               STRATEGIC CANADIAN AND HONG KONG INVESTORS

               ------------------------------------------

 

Dear Sir:

 

  We refer to the various discussions with you recently and propose to act as an

advisor to Celsion Corporation (the "COMPANY") in respect of the introduction of

strategic investors in Canada and Hong Kong (the "ENGAGEMENT") on the terms and

conditions set forth in this letter agreement (this "AGREEMENT").

 

1. BACKGROUND INFORMATION

 

        Based on our various discussions, we understand the following:

 

           (A)     The Company is a research and development company dedicated to

                  commercializing medical treatment systems, for cancer and

                  other diseases using focused heat technology delivered by

                  patented microwave technology,

 

           (B)     The Company currently is seeking up to US $8,000,000 through a

                   private placements abroad to fund its further development and

                  the commercialization of certain of its products

                  (collectively, the "FINANCING").

 

2. SCOPE OF SERVICES

 

        Goldpac Investment Partners Ltd., a British Virgin Islands corporation

("GOLDPAC") shall act as an advisor to the Company with respect to potential

participation in the Financing by one or more investors in Canada and/or Hong

Kong. In its role as advisor, Goldpac will, at the request and subject to the

control of the Company, identify, on a "best efforts" basis, investors who are

residents of Canada and/or Hong Kong (or otherwise are non-resident aliens in

the United States) willing to make an aggregate investment of up to US $8.0

million pursuant to the Financing and facilitate meetings between such potential

investors and Company representatives. In addition, to the extent that the

Company deems necessary and appropriate and

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so directs Goldpac, Goldpac will arrange road shows in Hong Kong and/or Canada

for such potential investors. All activities of Goldpac will be conducted

outside of the United States and all investors identified or contacted by

Goldpac will be either individuals who are neither U.S. citizens, nor resident

aliens of the U.S. or who are foreign (non-U.S.) corporations or other entities

not engaged in any U.S. trade or business ("PERMITTED INVESTORS"). Anything to

the contrary contained herein notwithstanding, Celsion shall have the right, in

its sole and absolute discretion, to reject any proposed investment from any

Permitted Investor for any reason or for no reason.

 

3. FEE STRUCTURE

 

        As compensation for its services hereunder, Celsion shall compensate

Goldpac as follows:

 

           (A)     The Company shall pay to Goldpac a Success Fee, in U.S.

                  dollars, in an amount equal to seven and one half percent (8%)

                  of the purchase price of any securities of Celsion purchased

                  by Permitted Investors introduced to the Company by Goldpac.

 

           (B)     The Company will grant to Goldpac common stock purchase

                  warrants ("WARRANTS"), exercisable for a period of five (5)

                  years from the date of the final closing of the Financing, at

                  an exercise price equal to the price per common share paid by

                  the Permitted Investors. Goldpac shall be entitled to receive

                  Warrants to purchase eight (8) shares of the Company's Common

                   Stock, par value $0.01 per share, for each 100 shares acquired

                  in the Financing by each Permitted Investor introduced to the

                  Company by Goldpac pursuant hereto. Additionally, Goldpac

                  shall be entitled to receive Warrants to purchase eight (8)

                  shares of the Company's Common Stock, par value $0.01 per

                  share, for each warrant to purchase 100 shares acquired by

                  each Permitted Investor introduced to the Company by Goldpac

                  pursuant hereto.

 

4. TERM AND TERMINATION OF ENGAGEMENT

 

           (A)     Subject to Section 4(B) below, the Engagement will be for a

                  period of six (6) months commencing with the date of this

                   Agreement and will be subject to extension or renewal upon

                  mutual agreement by the parties.

 

           (B)     The Engagement may be terminated by the Company or by Goldpac

                  at any time, for any reason, upon written notice to that

                  effect to Goldpac or the Company, as the case may be;

                  provided, however, that Sections 3(A), 3(B), 7, 8 and 9 under

                  this Agreement shall survive any such termination and shall

                   remain in full force and effect.

 

5. RESPONSIBILITIES OF THE COMPANY

 

        In agreeing to the terms of this letter, the Company undertakes to:

 

           (A)     Bear and pay all of its own professional fees and

                  out-of-pocket expenses, such as the fees of legal and other

                  financial advisors and the expenses such as printing,

                  translation, photocopying and issuance of press releases, if

                  any;

 

           (B)     Provide Goldpac with, and allow Goldpac to disclose to

                  potential Permitted Investors, the same information that the

                  Company makes available to Sterling, including, without

                  limitation, such number of copies of the Private Placement

                  Package prepared in connection with the Financing as Goldpac

                  reasonably may request; and

 

 

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           (C)     Accept full responsibility for the accuracy of all information

                  and facts provided by the Company to Goldpac pursuant to

                  clause (B) above, and promptly notify Goldpac of any of any

                  material events or developments relating to the Company's

                   financial condition, business operation or prospects that have

                  not been previously disclosed to Goldpac.

 

6. REPRESENTATIONS AND WARRANTIES

 

           (A)     The Company hereby represents and warrants to Goldpac that, as

                   of the date hereof:

 

                  (1)       The Company is a corporation duly organized, validly

                           existing and in good standing under the laws of the

                           State of Delaware. The Company has all necessary

                           corporate power and authority to own its assets and

                           to carry on its business as now being conducted and

                           presently proposed to be conducted. The Company is

                            duly qualified to do business as a foreign

                           corporation and is in good standing in each

                           jurisdiction in which its ownership or leasing of

                           assets, or the conduct of its business, makes such

                           qualification necessary, except where the failure to

                           be so qualified or in good standing would not have a

                           material adverse effect on the Company.

 

                  (2)       The Company has all necessary corporate power and

                           authority to execute, deliver and carry out the terms

                           of this Agreement. All corporate action on the part

                            of the Company required for the lawful execution and

                           delivery of this Agreement has been taken. Upon

                           execution and delivery, this Agreement constitutes a

                           valid and binding obligation of the Company,

                           enforceable in accordance with its terms, except as

                           enforcement may be limited by insolvency and similar

                           laws affecting the enforcement of creditors' rights

                           generally and equitable; remedies, and except as the

                           indemnity Provisions or Section 7 this Agreement may

                           be limited by law.

 

                  (3)       Neither the execution and delivery of, nor the

                           consummation by the Company of any transaction or

                           execution of any instrument contemplated by, this

                           Agreement has constituted or resulted in, or will

                           constitute or result in, a material default under or

                           breach or violation of any term or provision of the

                           Company's Bylaws, Certificate of Incorporation or of

                           any material contracts with third parties.

 

           (B)     Goldpac hereby represents and warrants to the Company that, as

                  of the date hereof:

 

                  (1)       Goldpac is a corporation duly organized, validly

                           existing and in good standing under the laws of the

                           British Virgin Islands. Goldpac has all necessary

                           corporate power and authority to own its assets and

                            to carry on its business as now being conducted and

                           presently proposed to be conducted. Goldpac is duly

                           qualified to do business as a foreign corporation and

                            is in good standing in each jurisdiction in which its

                           ownership or leasing of assets, or the conduct of its

                           business, makes such qualification