STRICTLY CONFIDENTIAL Michael Tardugno President & Chief Executive Officer Celsion Corporation

Exhibit 1.1

November 23, 2011

STRICTLY CONFIDENTIAL

Xxxxxxx Xxxxxxxx

President & Chief Executive Officer

Celsion Corporation

000 Xxxxx Xxxxx

Xxxxx 000

Xxxxxxxxxxxxx, XX 00000

Dear Xx. Xxxxxxxx:

Reference is made to that certain letter agreement (“ Letter Agreement ”), dated June 30, 2011 and as amended on July 21, 2011, by and between Celsion Corporation (the “ Company ”) and Xxxxxx & Xxxxxxx, LLC (“ Xxxxxx ”) pursuant to which Xxxxxx shall serve as the exclusive lead placement agent (the “ Services ”) for the Company, on a reasonable best efforts basis, in connection with the proposed offer and placement (the “Offering”) by the Company of securities of the Company (the “Securities”).  The Company and Xxxxxx hereby agree to amend the Letter Agreement in order to reduce the Placement Agent’s Fee to equal 6.75% of the aggregate purchase price paid by each purchaser of Securities that are placed in the Offering, solely in connection with the Offering.  In addition, the Company and Xxxxxx hereby amend Section B of the Letter Agreement by deleting the term “for a period of 9 months after the date hereof” and inserting the term “prior to August 15, 2012” in place thereof.

The Company represents that it is free to enter into this Agreement and the transactions contemplated hereby.  This Agreement shall not be modified or amended except in writing signed by Xxxxxx and the Company.  This Agreement shall be binding upon and inure to the benefit of Xxxxxx and the Company and their respective assigns, successors, and legal representatives.  This Agreement constitutes the entire agreement of Xxxxxx and the Company, and supersedes any prior agreements, with respect to the subject matter hereof.  If any provision of this Agreement is determined to be invalid or unenforceable in any respect, such determination will not affect such provision in any other respect, and the remainder of the Agreement shall remain in full force and effect.  This Agreement may be executed in counterparts (including facsimile or .pdf counterparts), each of which shall be deemed an original but all of which together shall constitute one and the same instrument.

Notwithstanding any of the foregoing, all other provisions of the Letter Agreement and all rights and obligations thereunder between Xxxxxx and the Company, shall remain the same as of the date of execution of the Letter Agreement.

In acknowledgment that the foregoing correctly sets forth the understanding reached by Xxxxxx and the Company, please sign in the space provided below, whereupon this letter shall constitute a binding agreement as of the date indicated above.

[Signature Page Follows]

Xxxxxx & Xxxxxxx, LLC · 0000 Xxxxxx xx xxx Xxxxxxxx, 00 xx  Xxxxx, Xxx Xxxx, XX 00000

Tel: 000 000 0000 · Fax: 000 000 0000 · xxx.xxxx.xxx · Member: FINRA, SIPC

[Signature Page to CLSN Amendment to Letter Agreement]

			Very truly yours,
			XXXXXX & XXXXXXX, LLC
			By	Xxxxx Xxxxx
				Name:Xxxxx Xxxxx
				Title:CFO
Accepted and Agreed:
CELSION CORPORATION
By	Xxxxxxx X. Xxxxxxxx
	Name: Xxxxxxx X. Xxxxxxxx
	Title:President and CEO