Exhibit 10.24.11
FIRST AMENDMENT
TO
TRANSITION SERVICES
AGREEMENT
This FIRST AMENDMENT TO TRANSITION
SERVICES AGREEMENT (this “ Amendment ”) is
entered into as of March 28, 2006 by and between CELSION
CORPORATION, a Delaware corporation having its principal place of
business at 10220-L Old Columbia Road, Columbia, Maryland 21046
(“ Celsion ”) and CELSION (CANADA) LIMITED, an
Ontario, Canada corporation having its principal place of business
at 10220-L Old Columbia Road, Columbia, Maryland 21046 (“
Canada ”) and Dr. AUGUSTINE CHEUNG, a Maryland
resident (“ Cheung ”). All capitalized terms
that are not otherwise defined herein shall have the meanings
assigned to them in the Transition Services Agreement (as defined
below).
WHEREAS, Celsion and Canada entered
into that certain Transition Services Agreement dated January 16,
2006 (together with all exhibits and schedules thereto, the “
Transition Services Agreement ”) and have agreed to
enter into the First Amendment thereto, dated the date
hereof;
WHEREAS, Celsion has agreed, subject
to certain terms and conditions, to loan to Canada up to TWO
HUNDRED THOUSAND and 00/100 Dollars ($200,000) (the “
Loan ”),
NOW, THEREFORE, in consideration of
the premises and the mutual agreements set forth herein, and for
other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, Celsion, Canada and Cheung hereby
agree as follows:
ARTICLE I
AMENDMENTS TO TRANSITION SERVICES
AGREEMENT
Section 1.
Amendments to Transition Services Agreement . Subject to
Celsion making the Loan to Canada and Cheung securing such loan,
the Transition Services Agreement is hereby by amended as
follows:
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1.1
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SECTION 2.d is
hereby deleted in its entirety and amended in its entirety as
follows:
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SECTION 2.d for
the shorter of
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