Corporate Governance Guidelines

(a Delaware Corporation)

As adopted by the Board of Directors on December 24, 2003

The Board of Directors ("Board") of Celsion Corporation ("Company") is committed to maintaining good corporate governance practices. Therefore, the Board has approved, adopted, and endorsed these Corporate Governance Guidelines along with the Charters for its Audit Committee, Nominating and Governance Committee, and Compensation Committee (its "Standing Committees") to provide a framework for the corporate governance of the Company.

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