EXHIBIT 4.6
November 5, 2001
Dr. Augustine Y. Cheung
Chief Executive Officer
Celsion Corporation
10220-I Old Columbia Road
Columbia, MD 21046
Dear Dr. Cheung:
This letter will confirm the following agreement and understanding between
Celsion Corporation (Celsion) and Equity Communications LLC, (EC) with respect
to the following:
1.) Celsion shall retain EC and EC agrees to be retained by Celsion as its
Financial Public Relations Counsel for a period of one (1) year commencing
November 5, 2001 and ending on November 5, 2002. A total professional fee of
Forty-Eight Thousand ($48,000) Dollars shall be payable for the one (1) year
services, which payments shall be due in increments of Four Thousand ($4,000)
Dollars per month, subject to the following:
(1a.) Upon initial funding of at least $3 million to Celsion from any
investment or loan source, an amount equal to Four Thousand ($4,000)
Dollars for each month of unpaid services rendered by EC from November
5, 2001 under this agreement shall be paid to EC.
2.) In addition, Celsion agrees to issue to EC and/or its assigns, Fifty
Thousand (50,000) Shares of Celsion common stock, valued at today's closing
price of $0.60 per share. The shares will be issued immediately upon the
closing of an initial funding of at least $3 million.
3.) This agreement may be terminated by Celsion upon presentation of
written notice to EC effective on or before April 5, 2002. If it is not
terminated at that tame, it shall automatically continue for the entire
contractual period, ending November 5, 2002.
(3a.) Notwithstanding anything to the contrary in this Agreement,
either party may terminate this Agreement for cause at any time, and
nothing contained herein shall limit the remedies or relief, which may
be sought by either party as a result of such termination.
(3b) If this agreement is not terminated on or about November 5,
2002, it shall automatically continue on a month-to-month basis
thereafter.
Agreement between Celsion and EC
Page 2
4.) Celsion agrees to reimburse EC for direct costs incurred by it on
Celsion's behalf for long distance telephone charges, photocopying, fax
transmissions, postage, messenger and courier service, express delivery
service and comparable items. Such costs will be itemized in a monthly invoice
to Celsion and will not exceed $750 per month in the aggregate without the
express approval of a Celsion officer.
(4a.) The following items, which would require EC to utilize outside
vendors and/or supervise the work of others (which Celsion does not at
the present time expect to need) would, if required, be rebilled to
the Company only as authorized, and include a standard service fee of
17.64%: printing, production, package distribution, mailing list
development and maintenance, art work, consultants, photography, and
visual presentations. EC will not engage such vendors or undertake to
provide such services without the prior written approval of Celsion.
5.) The cost of travel, at coach-class rates, will be reimbursed by
Celsion, and all travel commitments involving costs to be so reimbursed will
be approved by Celsion in advance. Where possible, transportation arrangements
involving service for Celsion will be made by a travel agent designated by the
Company, and such transportation will be billed directly to Celsion by the
agent. In the event Mr. Weingarten or Mr. Chizzik must fly cross-country
utilizing red-eye service, they shall be entitled to fly business class, or
first class if business class is not available using the least possible
airfare, such as frequent flyer upgrades, etc.
6.) EC, in consideration of the remuneration stated above, agrees to
provide comprehensive financial public relation services for Celsion, to
include introductions to various security dealers, investment advisors,
analysts, and other members of the financial community; organization of and
participation in meetings with prospective investors and their
representatives; press releases where appropriate and subject to the Company's
review and approval; responding to shareholder inquiries; editorial assistance
in the development of discussion materials, business plans and shareholder
letters as may be appropriate; and assistance as may be needed in helping
Celsion to clarify and implement its long term financial objectives.
Cooperation by both parties to insure uninterrupted communications is
presumed. Celsion agrees to keep EC continuously informed of its progress; to
supply information necessary to produce releases, letters and reports in a
timely manner, and to review such documents for accuracy and completeness
before their dissemination to the public.
7.) Representations and Procedures:
Agreement between Celsion and EC
Page 3
(7a.) Each person executing this agreement has the full right, power,
and authority to enter into this Agreement on behalf of the party for
whom they have executed this Agreement, and the full right, power, and
authority to execute any and all necessary instruments in connection
with this Agreement, and to fully bind such party to the terms and
conditions and obligations of this Agreement.
(7b.) This agreement, together with any and all exhibits, shall
constitute the entire agreement between the parties with respect to
the subject matter hereof and supersedes any and all prior or
contemporaneous oral and written agreements and discussions between or
among any of them. The parties hereto acknowledge and agree that there
are no conditions, covenants, agreements and understandings between or
among any of them except as set forth in this Agreement. This
Agreement may be amended only by a further writing signed by all
parties hereto.
(7c.) Venue, in the event of litigation, shall be in the State of
California, County of Santa Barbara or in the State of Maryland in any
federal or state court located in the greater Baltimore area. The
losing party agrees to pay all reasonable legal costs of the
prevailing party, including; attorney's fees up to a maximum of
$6,000.
(7d.) Celsion hereby agrees and consents at its sole cost and expense
to indemnify, and hold EC and/or Ira Weingarten and/or Steve Chizzik
harmless from liability arising out of any legal or administrative
action in which EC and/or Ira Weingarten is named and/or which is
brought against EC which directly or indirectly arises out of any
misstatement or omission of a material fact in any information, verbal
representation, or written documentation furnished to EC by Celsion,
which is incorporated, relied upon, or is utilized in any mariner by
EC in drafting press releases and/or other financially and publicly
oriented communications.
(7e.) This Agreement may be executed either as single document or in
one or more counterparts, each of which shall be deemed an original
and all of which, taken together, shall constitute one and the same
instrument. Execution of this Agreement by facsimile signature shall
be acceptable, and each party agrees to provide the original executed
pages to the other party within 10 days.
(7f.) Any notice required to be given pursuant to this agreement
shall be deemed given and served when such notice is deposited in the
United States Mail, first class, certified or registered, and
addressed to the principal offices of the parties as they appear on
this Agreement, unless a written change of address
Agreement between Celsion and EC
Page 4
notification has been sent and received. Notice may also be given by
overnight express service or by telecopier transmission confirmed by
delivery of a duplicate copy of such telecopier notice by overnight
express service or by first class mail.
Sincerely yours,
Equity Communications
By Ira Weingarten
President
Accepted by:
By: , Client
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Signature Title
Date: , 2001
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DC3-72192