SECOND AMENDMENT
Exhibit 4.12
SECOND AMENDMENT
This Second Amendment, effective as of the date set forth above the signatures of the parties below, amends the Exclusive Patent License Agreement dated October 24, 1997 (“AGREEMENT”) between the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation having its principal office at 00 Xxxxxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx, 00000, XXX and Xxxxxx Laboratories, Inc.
WHEREAS, in 1997 Xxxxxx Laboratories, Inc. was renamed Celsion Corporation, and in 2000 it was reincorporated as a Delaware corporation (‘‘LICENSEE”), presently having its principal office at 00000-X Xxx Xxxxxxxx Xxxx, Xxxxxxxx, XX 00000-0000;
WHEREAS, the AGREEMENT was previously amended on May 23, 2002; and
WHEREAS, UCENSEE and M.I.T. wish to modify the provisions of the AGREEMENT as amended.
NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereby agree to modify the AGREEMENT as follows:
| 1. | The due dates in Section 3.3 shall be extended by three (3) years. Therefore: |
| a. | in 3.3(a)(i), delete July 1, 2004 and replace with July 1, 2007 |
| b. | in 3.3(a)(ii), delete June 1, 2005 and replace with June 1, 2008 |
| c. | in 3.3(b)(i), delete June 1, 2004 and replace with June 1, 2007 |
| d. | in 3.3(b)(ii), delete June 1, 2007 and replace with June 1, 2010 |
| e. | in 3.3(b)(iii), delete June 1, 2008 and replace with June 1, 2011 |
| 2. | The due dates in Section 3.4 shall be extended by three (3) years. Therefore: |
| a. | delete 2005 and replace with 2008 |
| b. | delete 2006 and replace with 2009 |
| c. | delete 2007 and replace with 2010 |
| d. | delete 2008 and replace with 2011 |
| 3. | In Section 4.1(a), the increase in the annual maintenance fees from $25,000 to $50,000 shall be postponed by three (3) years. Therefore, delete: |
| January 1, 2006 |
$ | 50,000 |
and replace with:
| January 1, 2006 |
$ | 25,000 | ||
| January 1, 2007 |
$ | 25,000 | ||
| January 1, 2008 |
$ | 25,000 | ||
| January 1, 2009 |
$ | 50,000 |
| 4. | In Section 14, the address for Licensee shall be updated. Therefore, delete: |
Xxxx Mon
General Manager
Xxxxxx Laboratories
00000-X Xxx Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000-0000
and replace with:
Xxxx Mon
Vice President-New Technology
Celsion Corporation
00000-X Xxx Xxxxxxxx Xxxx
Xxxxxxxx, XX 00000-0000
[Signature Page follows]
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed under seal by their duly authorized representatives.
The Effective Date of this First Amendment is 7 March 2005.
| MASSACHUSETTS INSTITUTE OF TECHNOLOGY | CELSION CORPORATION | |||||||
| By: | /s/ Xxxx Xxxxxx |
By: | /s/ Xxxxxxxxx X. Xxxxxx | |||||
| Name: | Xxxx X. Xxxxxx |
Name: | Xxxxxxxxx X. Xxxxxx | |||||
| Title: | Director, Technology Licensing Office |
Title: | President & CEO | |||||
