License Agreement [Amendment] - Celsion Corp. and MMTC Inc.
Celsion Corporation
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March 23, 1999
To: Dr. Fred Sterzer
President, President of MMTC
12 Rozel Road
Suite A203
Princeton, NJ 08540
RE Amendment for the Use and Treatment of Prostate Cancer to the August 23, 1996
License Agreement and November 25, 1997 Amendment
Dear Fred:
This amendment as agreed is to be added to the existing agreement dated August
23, 1996 and amendment dated November 25, 1997 between MMTC and Celsion
Corporation. The following agreed terms and conditions are for the expanded
"Field of Use" for prostatic diseases in humans, "including the treatment of
cancer and its symptoms of the prostate, except for the use with PULSED
microwave".
The new terms and conditions of this amendment are listed in the following
comparison table under the heading "New Amendment".
Comparison Table of MMTC Sterzer Agreements Dated August 23, 1996f and Proposed
Amendment to Include Usage For Prostate Cancer
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Original New Amendment
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Date of Agreement August 23, 1996 Amendment to the original
Amendment to License agreement and Nov. 25,
November 25, 1997 1997 amendment as related to
the use and treatment of
Prostate Cancer. Unless
stated otherwise, the terms
and conditions of the original
and prior amendment remains
in force.
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Field of Use Treatment of prostatic Treatment of prostatic
diseases in humans, diseases in humans, including
excepting the treatment the treatment of cancer of the
of cancer of the prostate prostate, except for the use
with Pulsed microwave
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Rights Perpetual, exclusive and Same
worldwide license
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Comparison Table of MMTC Sterzer Agreements Dated August 23, 1996f and Proposed
Amendment to Include Usage For Prostate Cancer
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Up-front License $[Confidential Treatment $[Confidential Treatment
fee Requested] Requested] /month beginning
April 1, 1999 for 12 months
ending March 31, 2000 for a
total of $[Confidential
Treatment Requested]
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Additional Fees $[Confidential Treatment $[Confidential Treatment
for failure to meet Requested] for each failure Requested] for each failure
development 1. File IDE within 2 months 1. File IDE within 2 months
milestones after completion of necessary after completion of necessary
animal safety data animal safety data (UCSF)
(Montefiore Medical Ctr)
2. Commence clinical safety 2. Same
trial within 60 days of IDE
and IRB approval
3. Commence clinical 3. Same
efficacy trial within 60 of
IDE and IRB approval
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Royalties payments ([Confidential Treatment Same
Requested]%) annual Net
Sales as defined in 3.3
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Minimum Royalties $[Confidential Treatment $[Confidential Treatment
Requested]/yr for a period of Requested]/yr for a period of
7 years beginning the earlier 7 years beginning the earlier
of first full year of of the first full year of
commercialization or the commercialization or the fiscal
year beginning after fiscal year beginning after December
31, 1999 December 31, 2001
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Unless otherwise mentioned in the New Amendment all terms and conditions remain
in force as worded in the Original Agreement dated August 23, 1996 and the
Amendment dated November 25, 1997. The effective date of this amendment is April
1, 1999 upon payment by Celsion of the first Up-Front license fee of
$[Confidential Treatment Requested]/month, thereafter monthly for an additional
11 months for a total payment of $[Confidential Treatment Requested]
(12X$[Confidential Treatment Requested]). It is agreed, a portion of this
license fee (amount used at the discretion of MMTC) will be used to further
development of the MMTC radiometry technology of which Celsion will pay MMTC
royalties for its use as under the royalty structure of the initial agreement.
In addition, Celsion will give MMTC access to any materials from the proposed
sponsored research agreement between Celsion and UCSF to be used by MMTC for any
grants MMTC desires to make application for. This represents the entirety of
this new amendment and is initiated by the two parties with the following
authorized signatures.
By /s/John Mon By /s/Dr. Fred Sterzer
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John Mon Dr. Fred Sterzer
General Manager, Celsion Corporation President, MMTC