ࡱ>  l \pThe Free Software Foundation B=PF0*8X@"1 Helvetica1Courier1 Courier New1 Courier New1 Helvetica$#,##0_);($#,##0)$#,##0_);[Red]($#,##0)$#,##0.00_);($#,##0.00)$#,##0.00_);[Red]($#,##0.00)-**_($* #,##0_);_($* (#,##0);_($* "-"_);_(@_)*)'_(* #,##0_);_(* (#,##0);_(* "-"_);_(@_)5,2_($* #,##0.00_);_($* (#,##0.00);_($* "-"??_);_(@_)2+/_(* #,##0.00_);_(* (#,##0.00);_(* "-"??_);_(@_)2$#,##0.00;[Red]$#,##0.003$#,##0.00;[Red]($#,##0.00)4$#,##0;[Red]($#,##00)50.00%;[Red](0.00%)6 0%;[Red](0%)7#,##0.00;[Red](#,##0.00)8#,##0;[Red](#,##0)                + ) , *   Ј ~~ ؈ ~~#؈ ~~ ؈ ~~8#܈ ~~<#܈ ~~4#܈ ~~3#܈ ~~7#܈ ~~"؈ ~~83ffff̙̙3f3fff3f3f33333f33 NA SIGNATURES,BALANCE SHEETS8E Continuedd Unaudited| Unaudited (1)Y Unaudited (2)&4FOR THE THREE MONTHS ENDED MARC&FOR THE THREE MONTHS ENDED (1)&FOR THE THREE MONTHS ENDED (2)&YFOR THE THREE MONTHS ENDED (3)&FOR THE THREE MONTHS ENDED (4)&FOR THE THREE MONTHS ENDED (5)&\FOR THE THREE MONTHS ENDED (6)&'FOR THE THREE MONTHS ENDED (7)&4FOR THE THREE MONTHS ENDED (8)& YFOR THE THREE MONTHS ENDED (9)&.eFOR THE THREE MONTHS ENDED (10)&zpFOR THE THREE MONTHS ENDED (11)&/FOR THE THREE MONTHS ENDED (12)&FOR THE THREE MONTHS ENDED (13)&UThe OPTIMA Study The OPTIMA Stu!lAcquisition of EGEN Assets GEN1&GENI OVATION Study In February &GEN1 OVATION II Study The Compa Business PlanQResults of Operations&We may not successfully engage &(The market price of our common %9The market price of our co (1)OVSIGNATURES (1)ecTABLE OF CONTENTS~TABLE OF CONTENTS (1)1EXHIBITPNOTICES Landlord s signature page&0Pete Yanul whose name as Chief Tenant s signature page"Tenant s signature page (1)&Michael H Tardugno whose name a%EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS  CERTIFICATIONfCERTIFICATION (1)/CERTIFICATION (2)=CERTIFICATION (3)ICERTIFICATION (4)vqCERTIFICATION (5)"|SECTION 1350 CERTIFICATIONS l  c  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1 SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } 0} $ } !       CELSION CORP 10-Q 05/11/2018 NA!Large accelerated filer ?Accelerated filer ?   0 (Non-accelerated filer ? (Do not check if # Smaller reporting company ?$ a smaller reporting company)   ! Emerging growth company ?  $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/*h4] =PF0*8X> @ l  /'V,  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NABALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } } :} I /      CELSION CORP 10-Q 05/11/2018 SIGNATURESPage(s)  PART I: FINANCIAL INFORMATION     Item 1.(  Financial Statements (Unaudited)~  - %Condensed Consolidated Balance Sheets~  , $Condensed Consolidated Statements of~  Operations,$Condensed Consolidated Statements of~ Comprehensive Loss,$Condensed Consolidated Statements of~  Cash Flows1)Notes to Condensed Consolidated Financial~  StatementsItem 2.,$Management?s Discussion and Analysis~ V80of Financial Condition and Results of OperationsItem 3.0(Quantitative and Qualitative Disclosures~ ~about Market RiskItem 4.Controls and Procedures~ ! PART II:OTHER INFORMATIONDJl|] Pp&o]4 !"#$%&'()*+,-. Item 1. Legal Proceedings~ !Item 1A.! Risk Factors~ !"Item 2./"'Unregistered Sales of Equity Securities~ "##and Use of Proceeds$Item 3.'$Defaults Upon Senior Securities~ $%Item 4.%Mine Safety Disclosures~ %&Item 5.&Other Information~ &'Item 6.'Exhibits~ '((() SIGNATURES~ )*+$,____________________________1-)Created by Morningstar Document Research.0.(http://documentresearch.morningstar.com/"4 y;~=PF0*8X> @"..--,,)) l  *@{D  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURES Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } I;} $ } } $ } } $ *                                  CELSION CORP 10-Q 05/11/2018BALANCE SHEETS March 31, December 31,  ~   ~     (unaudited) ASSETS                  Current assets:        !Cash and cash equivalents~  |~ ^}-%Investment securities ? available for~ jc~ Ҝsale, at fair value1)Accrued interest receivable on investment~ ~ R securities3+Advances, deposits and other current assets~ q~ qSubtotal current assets~ ~ V91Property and equipment (at cost, less accumulated~ j ~ n 3+depreciation and amortization of $2,869,058$and $2,838,716 respectively) Other assets:+#In-process research and development~ n~ n$Other intangible assets, net~ n-~ b0Goodwill~ x~ x/'Patent licensing fees and other assets,~ ~ D& lx";5}g`mmi ! " # $ % & ' ( )  net!!!!!!!!!"Subtotal other assets""~ "Ry"""~ "Ft}"#########$ Total assets$~ $m} $$~ $ T $%&$'____________________________1()Created by Morningstar Document Research.0)(http://documentresearch.morningstar.com/A0$=PF0*8X> @b ))((''$$$$    l  6YHc  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } 6} $ } y} $ } y} $ 6                                  CELSION CORP 10-Q 05/11/2018 (Continued) March 31, December 31,  ~   ~     (unaudited), $LIABILITIES AND STOCKHOLDERS? EQUITY                  Current liabilities:         Accounts payable ? trade~ ~ ~!Other accrued liabilities~ h~ .U*"Deferred revenue ? current portion~ ~ $Subtotal current liabilities~ FW~ *fz$Earn-out milestone liability~ B ~ vJ.&Deferred revenue ? non-current portion~ pr~ z2* Other liabilities ? non-current portion~ bI~ z`Total liabilities~ ]~ #%Commitments and contingencies~ ~ Stockholders? equity:2*Preferred Stock - $0.01 par value (100,000~ ~ .&shares authorized and no shares issued5-or outstanding at March 31, 2018 and December 31, 2017)D l{" vp o= ! " # $ % & ' ( ) * + , - . / 0 1 2 3 4 5 3 +Common stock - $0.01 par value (112,500,000  ~     ~   4!,shares authorized; 17,740,369 and 17,277,2994",shares issued at March 31, 2018 and December.#&31, 2017, respectively, and 17,740,0352$*and 17,276,965 shares outstanding at March5%-31, 2018 and December 31, 2017, respectively)%& Additional paid-in capital&&~ &E&&&~ &BD&,'$Accumulated other comprehensive loss''~ ''''~ '2a'( Accumulated deficit((~ (؄(((~ (()Subtotal))~ )B)))~ )c)*********4+,Treasury stock, at cost (334 shares at March++~ ++++~ ++',31, 2018 and December 31, 2017)---------".Total stockholders? equity..~ ....~ .]./////////20*Total liabilities and stockholders? equity0~ 0m} 00~ 0 T 012$3____________________________14)Created by Morningstar Document Research.05(http://documentresearch.morningstar.com/0C e-T35- =PF0*8X> @b 5544330000    l  )x;|  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } 1} $ } y} $ } y} $ )                                  CELSION CORP 10-Q 05/11/2018 (Unaudited)Three Months Ended    March 31,   201 8   201 7           Licensing revenue ~ "  ~ "          Operating expenses: Research and development~ RM~ 2"General and administrative~ e~ jY Total operating expenses~ b ~ -Loss from operations~ ³~ Other (expense) income:1)Loss from change in valuation of earn-out~ 6~ fmilestone liabilityInvestment income~ ~ Interest expense~ ~ 1Other income (expense)~  ~ $)!Total other (expense) income, net~ 6 ~ Z$Net loss~ ~  !Net loss per common shareD l{9 BmfTdu<69 ! " # $ % & ' (  Basic and diluted  п   Q !!!!!!!!!+"#Weighted average shares outstanding""""""""#Basic and diluted##~ #V7###~ #e#$%$&____________________________1')Created by Morningstar Document Research.0((http://documentresearch.morningstar.com/J#=PF0*8X> @j ((''&&        l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } 0.} $ } } $ } } $                            CELSION CORP 10-Q 05/11/2018 (Unaudited)Three Months Ended    March 31,  ~   ~            Other comprehensive loss                 .&Change in unrealized loss on available~  $-for sale securitiesNet loss~ ~  Comprehensive loss~ S~  $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/6{9 HXOk=PF0*8X> @Z     l  =.I  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } I;} $ }  } $ }  } $ =                                  CELSION CORP 10-Q 05/11/2018 (Unaudited)Three Months Ended    March 31,   201 8   201 7 - %Cash flows from operating activities:                  Net loss ~   ~   ,$Non-cash items included in net loss:%Depreciation and amortization~ R~ h 2*Change in fair value of earn-out milestone~ }~ Q liabilityDeferred revenue~ ^~ ^&Stock-based compensation costs~ a ~ j+ Restricted shares issued~ ~ 0(Amortization of deferred finance charges~ ~ V/'and debt discount associated with notespayable)!Change in deferred rent liability~ ~ BoNet changes in:1)Accrued interest on investment securities~ 8~ >6. Advances, deposits and other current assets~ ~  3+ Accounts payable and accrued liabilities~ u~ . \3+ Net cash (used in) operating activities:~ ~ @-%Cash flows from investing activities:D l{9 Q4wW$l3 ! " # $ % & ' ( ) * + , - . / 0 1 2 3 4 5 6 7 8 9 : ; < - % Purchases of investment securities  ~ "w   ~  5!-Proceeds from sale and maturity of investment!!~ !!!!~ !f!" securities+##Purchases of property and equipment##~ #0###~ ##0$(Net cash (used in) provided by investing$$~ $$$$~ $?e$% activities&&&&&&&&&-'%Cash flows from financing activities:''''''''5(- Proceeds from sale of common stock equity,((~ (yK(((~ (V()net of issuance costs.*&Proceeds from exercise of common stock**~ ****~ *u*+warrants+,#Principal payments on notes payable,,~ ,,,,~ ,x,0-(Net cash provided by (used in) financing--~ -yK---~ -m-. activities/////////901(Decrease) i ncrease in cash and cash equivalents00~ 0000~ 0p011) Cash and cash equivalents at beginning11~ 1^}111~ 1*12 of period23*Cash and cash equivalents at end of period3~ 3 |33~ 3"3444444444-5%Supplemental disclosures of cash flow555555556 information:7 Interest paid7 7$-77~ 7789$:____________________________1;)Created by Morningstar Document Research.0<(http://documentresearch.morningstar.com/> 0k%w z&e+(=PF0*8X> @j <<;;::77773333      l  )g  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } $ } $} 8 )      CELSION CORP 10-Q 05/11/2018:2FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017 ?,$the progress of research activities;     ?2 *the number and scope of research programs;     ?0 (the progress of preclinical and clinical   development activities; ?/'the progress of the development efforts4,of parties with whom the Company has entered1)into research and development agreements; ?5-the costs associated with additional clinical%trials of product candidates; ?0(the ability to maintain current research.&and development licensing arrangements5-and to establish new research and development#and licensing arrangements; ?/'the ability to achieve milestones underlicensing arrangements; ?7/the costs involved in prosecuting and enforcing5-patent claims and other intellectual propertyD lxl`T t'|,i(mm2 !"#$%&'(    rights; and!!!" "?5"-the costs and timing of regulatory approvals.###$%$&____________________________1')Created by Morningstar Document Research.0((http://documentresearch.morningstar.com/&[7+=PF0*8X> @((''&& l  .  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } } $ } } $ } }  $ } } $ } } $       CELSION CORP 10-Q 05/11/2018:2FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017March 31, 2018  December 31, 2017   Cost    Fair Value   Cost    Fair Value  Short-term investments                 Certificate of deposit ~ h  ~ h   $-   $- ! Corporate debt securities  ~ f!   ~    ~ ;    ~ Ҝ  Total ~ e  ~ jc  ~ ;    ~ Ҝ $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/*:hxl`T)G=PF0*8X> @          l  b  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } '} $ } } $ } }  $ } } $ } } $       CELSION CORP 10-Q 05/11/2018:2FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017March 31, 2018  December 31, 2017   Cost    Fair Value   Cost    Fair Value (  Short-term investment maturities                 Within 3 months ~ 0  ~ 0   $-   $-  Between 3-12 months  ~ 4   ~ 2   ~ ;    ~ Ҝ  Total ~ e  ~ jc  ~ ;   ~ Ҝ $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/*+hxl`T)==PF0*8X> @           l  M  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } a/} $ }  } $ } } $                      CELSION CORP 10-Q 05/11/2018:2FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017Three Months Ended    March 31,! Description of Securities ~   ~  / 'Interest and dividends accrued and paid ~ :  ~    Realized gains  ~ NE   ~   Investment income ~   ~  $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/*hxl`Ttt =PF0*8X> @Z         l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } 2} $ } } $ }  }  $ } } $ }  } $       CELSION CORP 10-Q 05/11/2018:2FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017March 31, 2018  December 31, 2017! Description of Securities   Fair Value    Unrealized    Fair Value    Unrealized        Holding       Holding       Gains       Gains       (Losses)       (Losses)2 *Available for Sale (all unrealized holding                0(gains and losses are less than 12 monthsat date of measurement))!Investments with unrealized gains~ ~  ~  ҩ-  ~ *"Investments with unrealized losses~ ~ n  ~    ~ JX Total~ jc~ J ~  Ҝ  ~ 2a$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/4V xl`TN3'=PF0*8X> @             l  !)  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } 1}  $ } $} $ !      CELSION CORP 10-Q 05/11/2018:2FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017 Total Fair Quoted Prices  Significant Other   Significant   Value   In Active Markets    Observable   Unobservable Inputs        For Identical   Inputs    (Level 3)       Assets/Liabilities    (Level 2)        (Level 1) Assets:                ,$Recurring items as of March 31, 2018     ,$Investment securities, available for~ jc~ jc    ?   $? sale     /'Recurring items as of December 31, 2017     /' Investment securities, available for~ Ҝ~ Ҝ    ?   $? sale      Liabilities:     ,$Recurring items as of March 31, 2018     .&Earn-out milestone liability (Note 13)~ B  $?    ?  ~ B      /'Recurring items as of December 31, 2017     1) Earn-out milestone liability (Note 13)~ vJ $?    ?  ~ vJ$____________________________1)Created by Morningstar Document Research.D&lxl`T wGWt+;f 0 (http://documentresearch.morningstar.com/H=PF0*8X> @          l  v&  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } 0} $ } } $       CELSION CORP 10-Q 05/11/2018:2FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017#Property and equipment, net~ "+ #In-process research and development  ~  - %Other Intangible assets (Covenant not  ~ ba   to compete) Goodwill  ~ x   Total assets:  ~ " 0(Accounts payable and accrued liabilities~ " Net assets acquired~ B:$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/.`xl`TC,5=PF0*8X> @* l  *4  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } 7} $ }  } $ } y} $                        CELSION CORP 10-Q 05/11/2018:2FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017Year Ended December 31,   201 8   201 7 6 .Amounts due to contract research organizations ~ %3  ~ v( (  and other contractual agreements, $Accrued payroll and related benefits  ~ !   ~ fL ! Accrued professional fees  ~ 2   ~ r'  Other~ 8~  Total~ h~ .U$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/.?xl`T )ik=PF0*8X> @R      l  )tRuW  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } 8} $ }  }  $ } } $ } U} $ )      CELSION CORP 10-Q 05/11/2018:2FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017 Stock Options  Restricted StockWeighted           Awards   Average  Equity Awards  Options   Weighted    Non-vested   Weighted    Contractual     Outstanding   Average    Restricted   Average   Terms of       Exercise   Stock   Grant   Equity       Price    Outstanding   Date   Awards      Fair Value (in years)     /'Equity awards outstanding at January 1,~ J*Gz$@    ?   $?~      Equity awards granted~ 2u)\(@  ~  ]  Q@     Vested and issued ? $?  ~  B  Q@     -%Equity awards forfeited, cancelled or~ n= ףpD@    ?   $?expired     .&Equity awards outstanding at March 31,~ s$Q@    ?   $?333333"@~      0(Aggregate intrinsic value of outstanding~ *   $?   awards at March 31, 2018     Dlxl`T *Rxzlpgkko[HL1#' !"#$%&'(. &Equity awards exercisable at March 31,  ~    )\(@           ~ & ~ !"""""""""" " " " " """""""7#/Aggregate intrinsic value of awards exercisable# #$?###### # # # # #######$at March 31, 2018%$&____________________________1')Created by Morningstar Document Research.0((http://documentresearch.morningstar.com/d=PF0*8X> @R*((''&&##                    l  d  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } } $ }  } $} $       CELSION CORP 10-Q 05/11/2018:2FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017Three months ended   March 31, 2018  Risk-free interest rate  (\@ %  Expected volatility  X@ %  Expected life (in years) ~ *   Expected dividend yield ~  % $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/*hxl`Tz$xl`8=PF0*8X> @*  l  o  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } 0} $ }  } $       CELSION CORP 10-Q 05/11/2018:2FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017"Balance at January 1, 2018~ vJ/ 'Non-cash charge from the adjustment for  ~ } 0 (the change in fair value included in net loss! Balance at March 31, 2018 ~ B   $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/(Txl`To_=PF0*8X> @*  l  ~  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } 0} $ } } U} } $ } U} $ } } U}  } $       CELSION CORP 10-Q 05/11/2018:2FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017 Date"Risk-adjustment Assessment Discount Rate   Estimated Time   of each Milestone       to Achieve (in years)                  March 31, 2018   35% to 80%    9%    HzG? to ?  December 31, 2017   35% to 80%    9%    HzG? to ?  March 31, 2017   50% to 80%    9%    ? to @ December 31, 2016 50% to 80%  9%   ~    to@$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/,|xl`T9GR`ocW/=PF0*8X> @B     l     dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } $ } $} :       CELSION CORP 10-Q 05/11/2018:2FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017 ?80Hisun will provide the Company with non-dilutive  . &financing and the investment necessary  . &to complete the technology transfer of  - %its proprietary manufacturing process  2 *and the production of registration batches   for the China territory; ?/'Hisun will collaborate with the Company3+around the clinical and regulatory approval2*activities for ThermoDox? as well as other0(liposomal formations with the CHINA FDA; and ?4,Hisun will be granted a right of first offer.&for a commercial license to ThermoDox?3+for the sale and distribution of ThermoDox?in the China territory.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/@2Dxl`Tk"t(?Y =PF0*8X> @ l  'ՠ  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } $ } $} : '      CELSION CORP 10-Q 05/11/2018:2FOR THE THREE MONTHS ENDED MARCH 31, 2018 AND 2017 ?3+the GEN-1 Agreement has targeted unit costs  / 'for clinical supplies of GEN-1 that are  4 ,substantially competitive with the Company?s   current suppliers;     ?3 +once approved, the cost structure for GEN-1.&will support rapid market adoption and/'significant gross margins across globalmarkets; ?7/Celsion will provide Hisun a certain percentage.&of China?s commercial unit demand, and4,separately of global commercial unit demand,'subject to regulatory approval; ?2*Hisun and Celsion will commence technology7/transfer activities relating to the manufacture0(of GEN-1, including all studies required&by CFDA for site approval; and ?2*Hisun will collaborate with Celsion around.&the regulatory approval activities for2*GEN-1 with the CFDA. A local China partner-%affords Celsion access to acceleratedD lxl`Ti3u*<6U1 !"#$%&  8 0CFDA review and potential regulatory exclusivity!!$!for the approved indication."#$$____________________________1%)Created by Morningstar Document Research.0&(http://documentresearch.morningstar.com/xl`T,=PF0*8X> @&&%%$$ l  ѱ  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)Acquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } $ } $} U5       CELSION CORP 10-Q 05/11/2018kcThe OPTIMA Study. The OPTIMA Study represents an evaluation of ThermoDox in combination with a firs ?3+One-unit increase in RFA duration per tumor  / 'volume improved overall survival by 20%   (p=0.017; n=227);     ?0 (More significant differences in subgroup  1 )of patients with RFA burn times per tumor/'volume greater than 2.5 minutes per ml; ?.&Cox multiple covariate analysis showed4,overall survival to be significant (p=0.038;!Hazard Ratio = 0.85); and ?1)Burn time per tumor volume did not have a.&significant effect on overall survival.&in single lesion patients treated with RFA only.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/>0G;/#S/J&N*H=PF0*8X> @ l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } $ } $} 6       CELSION CORP 10-Q 05/11/2018"Acquisition of EGEN Assets ?.&$12.4 million will become payable upon  / 'achieving certain specified development  0 (milestones relating to an ovarian cancer  3 +study of GEN-1 (formerly known as EGEN-001)  0 (to be conducted by us or our subsidiary;   and ?.&$12.0 million will become payable upon/'achieving certain specified development3+milestones relating to a GEN-1 glioblastoma5-multiforme brain cancer study to be conducted by us or our subsidiary.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/6kxl!;Yn2&=PF0*8X> @ l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN Assets!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } $ } $} 2       CELSION CORP 10-Q 05/11/2018 GEN-1 ?.&Loco-regional production of the potent  1 )cytokine IL-12 avoids toxicities and poor  1 )pharmacokinetics associated with systemic  & delivery of recombinant IL-12;     ?0 (Persistent local delivery of IL-12 lasts2*up to one week and dosing can be repeated; and ?0(Ideal for long-term maintenance therapy.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/46Z6tP=PF0*8X> @ l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } $ } $} 8       CELSION CORP 10-Q 05/11/2018kcGEN-I OVATION Study. In February 2015, we announced that the FDA accepted, without objection, the P ?.&Infiltration of cancer fighting T-cell  0 (lymphocytes into primary tumor and tumor  - %microenvironment including peritoneal  7 /cavity, which is the primary site of metastasis   of ovarian cancer;    ?/'Changes in local and systemic levels of0(immuno-stimulatory and immunosuppressive3+cytokines associated with tumor suppression%and growth, respectively; and ?-%Expression profile of a comprehensive6.panel of immune related genes in pre-treatment'and GEN-1-treated tumor tissue.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/:ZG;/#CJnJk_S+=PF0*8X> @ l  /  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February  Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } $ } $} =       CELSION CORP 10-Q 05/11/2018kcGEN-1 OVATION II Study. The Company held an Advisory Board Meeting on September 27, 2017 with the c ?*"Open label, 1:1 randomized design;     ?0 (Enrollment up to 130 patients with Stage  2 *III/IV ovarian cancer patients at ten U.S.    centers; and    ?;3Primary endpoint of improvement in progression-free7/survival (PFS) comparing GEN-1 with neoadjuvant4,chemotherapy versus neoadjuvant chemotherapyalone.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/2G;/#kqd=PF0*8X> @ l  )p  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The CompaResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } $ } $} 8 )      CELSION CORP 10-Q 05/11/2018 Business Plan ?,$the progress of research activities;     ?2 *the number and scope of research programs;     ?0 (the progress of preclinical and clinical   development activities; ?/'the progress of the development efforts4,of parties with whom the Company has entered1)into research and development agreements; ?5-the costs associated with additional clinical%trials of product candidates; ?0(the ability to maintain current research.&and development licensing arrangements5-and to establish new research and development#and licensing arrangements; ?/'the ability to achieve milestones underlicensing arrangements; ?7/the costs involved in prosecuting and enforcing5-patent claims and other intellectual propertyDly0 LQM)AW3 !"#$%&'(    rights; and!!!" "?5"-the costs and timing of regulatory approvals.###$%$&____________________________1')Created by Morningstar Document Research.0((http://documentresearch.morningstar.com/&[7+=PF0*8X> @((''&& l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business Plan!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } -} $ }  } $ }  }  $ } } $ }  } $       CELSION CORP 10-Q 05/11/2018Results of Operations$Three Months Ended March 31,   (In thousands)   Change            Increase (Decrease)   201 8   201 7       %  Licensing Revenue: ~   ~    $?    ? %                 Operating Expenses:     Clinical Research~ r~ *)  ~  J  < %-%Chemistry, Manufacturing and Controls~ f ~ &   ~  B  ffffff? %# Research and development~ *~ N6  ~    5 %"General and administrative~ ~   ~    *@ % Total operating expenses~ D~ >M  ~    % %Loss from operations~ ~  ~  f  333333&@ %$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/84 }q%&s*7F}qe==PF0*8X> @         l  3!/(  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } $ } $} = 3      CELSION CORP 10-Q 05/11/2018kcWe may not successfully engage in future strategic transactions, which could adversely affect our a ?-%the challenges in achieving strategic  3 +objectives, cost savings and other benefits  # expected from acquisitions;  ?; 3the risk that the financial returns on acquisitions  2 *will not support the expenditures incurred  1 )to acquire such businesses or the capital7/expenditures needed to develop such businesses; ?1)difficulties in assimilating the acquired2*businesses, technologies or product lines; ?5-the failure to successfully manage additional4,business locations, including the additional.&infrastructure and resources necessary0(to support and integrate such locations; ?0(the existence of unknown product defects4,related to acquired businesses, technologies3+or product lines that may not be identified0(due to the inherent limitations involved7/in the due diligence process of an acquisition; ?/'the diversion of management?s attention%from other business concerns; ?.&risks associated with entering markets.&or conducting operations with which we3+have no or limited direct prior experience; ?0(risks associated with assuming the legalD lG;/#KXi}1EZ !"#$%&'()*+,-./012  8 0obligations of acquired businesses, technologies!!!or product lines;" "?1")risks related to the effect that internal##0#(control processes of acquired businesses$$1$)might have on our financial reporting and%%3%+management?s report on our internal control&&!&over financial reporting;' '?3'+the potential loss of key employees related((,($to acquired businesses, technologies)))or product lines; and* *?2**the incurrence of significant exit charges++/+'if products or technologies acquired in,,/,'business combinations are unsuccessful.---./$0____________________________11)Created by Morningstar Document Research.02(http://documentresearch.morningstar.com/*hw)Al3N*=PF0*8X> @221100 l  #k89  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } $ } $} 8 #      CELSION CORP 10-Q 05/11/2018kcThe market price of our common stock has been, and may continue to be volatile and fluctuate signif ?3+results of preclinical and clinical studies  1 )of our product candidates or those of our    competitors;     ?/ 'regulatory or legal developments in the  4 ,U.S. and other countries, especially changes1)in laws and regulations applicable to ourproduct candidates; ?1)actions taken by regulatory agencies with3+respect to our product candidates, clinical/'studies, manufacturing process or salesand marketing terms; ?.&introductions and announcements of new2*products by us or our competitors, and the7/timing of these introductions or announcements; ?.&announcements by us or our competitors6.of significant acquisitions or other strategic,$transactions or capital commitments;D lG;/#V2IQ_O !"$ ____________________________1!)Created by Morningstar Document Research.0"(http://documentresearch.morningstar.com/ (=PF0*8X> @""!!  l  GISU  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } $ } $} 7 G      CELSION CORP 10-Q 05/11/2018kcThe market price of our common stock has been, and may continue to be volatile and fluctuate signif ?/'fluctuations in our quarterly operating  / 'results or the operating results of our    competitors;     ?- %variance in our financial performance  + #from the expectations of investors; ?/'changes in the estimation of the future,$size and growth rate of our markets; ?3+changes in accounting principles or changes2*in interpretations of existing principles,1)which could affect our financial results; ?6.failure of our products to achieve or maintain0(market acceptance or commercial success; ?/'conditions and trends in the markets weserve; ?-%changes in general economic, industryand market conditions; ?5-success of competitive products and services;D lG;/#\87{-i_ !"#$%&'()*+,-./0123456789:;<=>?   ! !?0!(changes in market valuations or earnings"""of our competitors;###$ $?6$.changes in our pricing policies or the pricing%%$%policies of our competitors;&&&' '?6'.changes in legislation or regulatory policies,(((practices or actions;)))* *?1*)the commencement or outcome of litigation++3++involving our company, our general industry,,,or both;---. .?2.*recruitment or departure of key personnel;///0 0?.0&changes in our capital structure, such1101(as future issuances of securities or the22&2incurrence of additional debt;3334 4?14)actual or anticipated changes in earnings5545,estimates or changes in stock market analyst66,6$recommendations regarding our common7707(stock, other comparable companies or our888industry generally;999: :?4:,actual or expected sales of our common stock;;;by our stockholders;<<<= =?.=&acquisitions and financings, including>>!>the EGEN acquisition; and???D lX4}*0m"p">Z6@ABCDEF@ @?/@'the trading volume of our common stock.AAABC$D____________________________1E)Created by Morningstar Document Research.0F(http://documentresearch.morningstar.com/xxP=PF0*8X> @FFEEDD l  b  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } <} } 1       CELSION CORP 10-Q 05/11/2018 SIGNATURES May 11, 2018CELSION CORPORATION     Registrant    By: /s/ Jeffrey W. Church   Jeffrey W. Church1)Senior Vice President and Chief FinancialOfficer By:/s/ Michael H. TardugnoMichael H. Tardugno/'Chairman, President and Chief ExecutiveOfficer$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/8|E- 5 q&=PF0*8X> @*  l  Kyq:z}  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } <} 0.}  K      CELSION CORP 10-Q 05/11/2018TABLE OF CONTENTS ARTICLE 1~    DEMISE~      SECTION 1.01 PREMISES~   SECTION 1.02& PARKING AREAS AND COMMON AREAS~  SECTION 1.03RELOCATION OF TENANT~  ARTICLE 2~  3+TERM; ACCEPTANCE AND SURRENDER OF PREMISES;~  HOLDOVER SECTION 2.01 LEASE TERM~   SECTION 2.02TERMINATION RIGHT~   SECTION 2.03*"COMMON DESIGN; TENANT IMPROVEMENTS~   SECTION 2.04QUIET ENJOYMENT~   SECTION 2.05SURRENDER OF PREMISES~   SECTION 2.06HOLDOVER~  ARTICLE 3~  RENT~ DTluR:l&nVBzb !"#$%&'()*+,-./0123456789:;<=>?  SECTION 3.01 RENT~ ! SECTION 3.02!PAYMENTS OF RENT~ !""# ARTICLE 4~ #$$-%%USE OF PREMISES; COMPLIANCE WITH LAWS~ %&&' SECTION 4.01' PERMITTED USE~ '( SECTION 4.02)(!COVENANTS OF TENANT REGARDING USE~ () SECTION 4.03')LANDLORD?S RIGHTS REGARDING USE~ )* SECTION 4.04"*DEFINITION OF COMMON AREAS~ *+ SECTION 4.05,+$ACCESS TO AND INSPECTION OF PREMISES~ +,,- ARTICLE 5~ -..-/%MAINTENANCE AND REPAIRS; ALTERATIONS;~ /0SERVICES112 SECTION 5.01.2&REPAIR AND MAINTENANCE OF THE BUILDING~ 23 SECTION 5.02*3"REPAIR AND MAINTENANCE OF PREMISES~ 34 SECTION 5.034 ALTERATIONS~ 45 SECTION 5.045LANDLORD SERVICES~ 56 SECTION 5.056ADDITIONAL SERVICES~ 6&778 ARTICLE 6~ 8*99:MECHANICS? LIENS~ :*;;< ARTICLE 7~ <*==)>!PERSONAL PROPERTY AND OTHER TAXES~ >*??DylpM5LYACo*rZ@ABCDEFGHIJ@ ARTICLE 8~ @*AABINSURANCE; INDEMNITY~ B*CCD SECTION 8.01DLANDLORD?S INSURANCE~ D*E SECTION 8.02EWAIVER OF SUBROGATION~ E*FG$H____________________________1I)Created by Morningstar Document Research.0J(http://documentresearch.morningstar.com/9=PF0*8X> @JJIIHHBB@@>><<::8800//--%%##  l  M  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTS EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } m} 2} $ M      CELSION CORP 10-Q 05/11/2018TABLE OF CONTENTS SECTION 8.03TENANT?S INSURANCE~ *  SECTION 8.04(  LIABILITY OF LANDLORD AND TENANT~ .    ARTICLE 9~ 2  / 'RESTORATION AFTER DAMAGE OR DESTRUCTION~ 2 ARTICLE 10~ 6 CONDEMNATION~ 6 ARTICLE 11~ 6ASSIGNMENT; SUBLETTING~ 6 ARTICLE 12~ :TRANSFERS BY LANDLORD~ : SECTION 12.01+#SALE AND CONVEYANCE OF THE BUILDING~ : SECTION 12.02 SUBORDINATION~ : ARTICLE 13~ :Dlu1K3}M5\ !"#$%&'()*+,-./0123456789:;<=>?' LANDLORD?S LIEN; WAIVER OF LIEN~ :!!" SECTION 13.01 "LIEN~ ":# SECTION 13.02#WAIVER OF LIEN~ #>$$$% ARTICLE 14~ %>&&#'EVENTS OF DEFAULT; REMEDIES~ '>(() SECTION 14.01)DEFAULTS BY TENANT~ )>* SECTION 14.02*REMEDIES OF LANDLORD~ *B+ SECTION 14.032+*DEFAULT BY LANDLORD AND REMEDIES OF TENANT~ +F, SECTION 14.04,NON-WAIVER OF DEFAULTS~ ,F- SECTION 14.05-ATTORNEYS? FEES~ -F../ ARTICLE 15~ /J00&1ENVIRONMENTAL REPRESENTATIONS,~ 1J2223* COVENANTS AND INDEMNITIES~ 3J445 SECTION 15.015HAZARDOUS MATERIALS~ 5J667 ARTICLE 16~ 7N889NOTICES~ 9N::; ARTICLE 17~ ;R<< =MISCELLANEOUS PROVISIONS~ =R>>? SECTION 17.01?CONDITION OF PREMISES~ ?RD lx7EXr.|[C@ABCDEFGHIJKL@ SECTION 17.02 @INSOLVENCY OR BANKRUPTCY~ @RA SECTION 17.03A CHOICE OF LAW~ ARB SECTION 17.04BSUCCESSORS AND ASSIGNS~ BRC SECTION 17.05 CNAME~ CRD SECTION 17.06DEXAMINATION OF LEASE~ DRE SECTION 17.07 ETIME~ ERF SECTION 17.08,F$DEFINED TERMS; HEADINGS; AMBIGUITIES~ FRG SECTION 17.09/G'PRIOR AGREEMENTS; AMENDMENTS IN WRITING~ GRHHI$J____________________________1K)Created by Morningstar Document Research.0L(http://documentresearch.morningstar.com/u,w z=PF0*8X> @LLKKJJ==;;99773311//''%%    l  #  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } m} 2} $ #      CELSION CORP 10-Q 05/11/2018EXHIBIT SECTION 17.102*PAYMENT OF AND INDEMNIFICATION FOR LEASING~ R   COMMISSIONS  SECTION 17.11* "SEVERABILITY OF INVALID PROVISIONS~ V  SECTION 17.12& SERVICES PERFORMED BY LANDLORD~ V  SECTION 17.13  FORCE MAJEURE~ V  SECTION 17.14 MEMORANDUM OF LEASE~ V SECTION 17.15CONFIDENTIALITY~ V SECTION 17.16NON-SOLICITATION~ V'EXHIBIT A - PREMISES FLOOR PLAN~ b!EXHIBIT B ? BUILDING FF&E~ f2*EXHIBIT C ? BUILDING RULES AND REGULATIONS~ j1)EXHIBIT D - PARKING RULES AND REGULATIONS~ v.&EXHIBIT E- COMMENCEMENT DATE AGREEMENT~ ~( EXHIBIT F - ESTOPPEL CERTIFICATE~ 4,EXHIBIT G ? LABORATORY RULES AND REGULATIONS~ Dl"YN6V>Q9 !"$ ____________________________1!)Created by Morningstar Document Research.0"(http://documentresearch.morningstar.com/ (=PF0*8X> @R ""!!  l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBITLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } $ } } j       CELSION CORP 10-Q 05/11/2018NOTICESif to Landlord:/'HudsonAlpha Institute for Biotechnology   601 Genome Way  ! Huntsville, Alabama 35806  a YAttention: P e t e Ya nu l , C h i e f F i n a n c i a l   O ff i ce r $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/( T%9=PF0*8X> @ l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICES!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } %} } P} $       CELSION CORP 10-Q 05/11/2018#(Landlord s signature page)L AND LO RD:    / 'HudsonAlpha Institute for Biotechnology       By:    Name: P e t e Ya nu l Title:KCC h i e f F i n a n c i a l O ff i ce r' STATE OF ALABAMA ) :% MADISON COUNTY )$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/6+wk9gqArfZ2=PF0*8X> @*  l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature pageTenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } a} $} $       CELSION CORP 10-Q 05/11/2018kcPete Yanul, whose name as Chief Financial Officer of HudsonAlpha Institute for Biotechnology, an Al   Notary Public      [NOTARIAL SEAL] My commission expires:    $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/&@G;/#F:.=PF0*8X> @"  l    dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } $ } } } $       CELSION CORP 10-Q 05/11/2018!(Tenant s signature page) TE NAN T :    @ 8C e l s i on Co r p o r a t i o n       By:    Name:= 5M i c h a e l H . T a rd u g n o Title:vnC h a ir m a n , P re s i d e n t a n d C h ief E x ec u t i v eO ff ic e r$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/,|ym<YK =PF0*8X> @*  l  +  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature page!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } y#} $       CELSION CORP 10-Q 05/11/2018!(Tenant s signature page)$ STATE OF ALABAMA )  :%  MADISON COUNTY )  $ ____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/$,ym8=PF0*8X> @  l     dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1) EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } a} $} $       CELSION CORP 10-Q 05/11/2018kcMichael H. Tardugno, whose name as Chairman, President and Chief Executive Officer of Celsion Corpo   Notary Public      [NOTARIAL SEAL] My commission expires:    $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/&@G;/#F:.=PF0*8X> @"  l  +  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name aINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } !} a/} $       CELSION CORP 10-Q 05/11/2018( EXHIBIT F - Estoppel Certificate PREMISES: Suite , Building     Huntsville, Alabama    #  LEASE DATED: , 200      LANDLORD:/'HudsonAlpha Institute for Biotechnology TENANT:$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/0~rf!^:yma9=PF0*8X> @" l  z  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel Certificate CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } $ } } $       CELSION CORP 10-Q 05/11/2018[INSERT MODIFICATIONS:TENANT:            By:      Title:$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/,||pE!j4(=PF0*8X> @" l  (  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONSCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } $ } $} : (      CELSION CORP 10-Q 05/11/2018 CERTIFICATION~ 0(I have reviewed this quarterly report on  ) !Form 10-Q of Celsion Corporation;    ~  / 'Based on my knowledge, this report does  6 .not contain any untrue statement of a material  7 /fact or omit to state a material fact necessary0(to make the statements made, in light of5-the circumstances under which such statements.&were made, not misleading with respect-%to the period covered by this report;~ 80Based on my knowledge, the financial statements,0(and other financial information included6.in this report, fairly present in all material1)respects the financial condition, results6.of operations and cash flows of the registrant0(as of, and for, the periods presented in this report;~ 5-The registrant?s other certifying officer and.&I are responsible for establishing and6.maintaining disclosure controls and procedures3+(as defined in Exchange Act Rules 13a-15(e)1)and 15d-15(e)), and internal control overD ly+u#3|&;mIZ !"#$%&'  3 +financial reporting (as defined in Exchange!!0!(Act Rules 13a-15(f) and 15d-15 (f)), for"" "the registrant and have:#$$%____________________________1&)Created by Morningstar Document Research.0'(http://documentresearch.morningstar.com/ e)=PF0*8X> @''&&%% l  0)L/  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } $ } } : 0      CELSION CORP 10-Q 05/11/2018 CERTIFICATION (a)-%Designed such disclosure controls and  - %procedures, or caused such disclosure  . &controls and procedures to be designed  6 .under our supervision, to ensure that material  / 'information relating to the registrant,  0 (including its consolidated subsidiaries,2*is made known to us by others within those0(entities, particularly during the period/'in which this report is being prepared; (b)5-Designed such internal control over financial2*reporting, or caused such internal control/'over financial reporting to be designed4,under our supervision, to provide reasonable.&assurance regarding the reliability of/'financial reporting and the preparation80of financial statements for external purposes in5-accordance with generally accepted accounting principles; (c)7/Evaluated the effectiveness of the registrant?s.&disclosure controls and procedures and0(presented in this report our conclusions1)about the effectiveness of the disclosureD ly-HcTk!1> !"#$%&'()*+,-./  1 )controls and procedures, as of the end of!!/!'the period covered by this report based"""on such evaluation; and###$ $(d)2$*Disclosed in this report any change in the%%4%,registrant?s internal control over financial&&7&/reporting that occurred during the registrant?s''6'.most recent fiscal quarter that has materially((7(/affected, or is reasonably likely to materially))1))affect, the registrant?s internal control**%*over financial reporting; and+,$-____________________________1.)Created by Morningstar Document Research.0/(http://documentresearch.morningstar.com/$,h- hp#=PF0*8X> @//..-- l  A=  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } $ } } 8       CELSION CORP 10-Q 05/11/2018 CERTIFICATION (a)1)All significant deficiencies and material  0 (weaknesses in the design or operation of  1 )internal control over financial reporting  0 (which are reasonably likely to adversely  2 *affect the registrant?s ability to record,  / 'process, summarize and report financialinformation; and (b)0(Any fraud, whether or not material, that.&involves management or other employees7/who have a significant role in the registrant?s2*internal control over financial reporting.$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/8y)DwSg=PF0*8X> @ l  H  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (4)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } <} } a/       CELSION CORP 10-Q 05/11/2018 CERTIFICATIONCelsion Corporation     May 11, 2018 By: /s/Michael H. Tardugno   Michael H. Tardugno  / 'Chairman, President and Chief Executive   Officer$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/*hyBS(=PF0*8X> @ l  bY&e8pq  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (5)SECTION 1350 CERTIFICATIONSU } $ } $} : b      CELSION CORP 10-Q 05/11/2018 CERTIFICATION~ 0(I have reviewed this quarterly report on  ) !Form 10-Q of Celsion Corporation;    ~  / 'Based on my knowledge, this report does  6 .not contain any untrue statement of a material  7 /fact or omit to state a material fact necessary0(to make the statements made, in light of5-the circumstances under which such statements.&were made, not misleading with respect-%to the period covered by this report;~ 80Based on my knowledge, the financial statements,0(and other financial information included6.in this report, fairly present in all material1)respects the financial condition, results6.of operations and cash flows of the registrant0(as of, and for, the periods presented in this report;~ 1)The registrant?s other certifying officer.&and I are responsible for establishing/'and maintaining disclosure controls and.&procedures (as defined in Exchange Act4,Rules 13a-15(e) and 15d-15(e)), and internalD ly+u#3|&;mIe !"#$%&'()*+,-./0123456789:;<=>?  4 ,control over financial reporting (as defined!!2!*in Exchange Act Rules 13a-15(f) and 15d-15""*""(f)), for the registrant and have:###$ $(a)-$%Designed such disclosure controls and%%-%%procedures, or caused such disclosure&&.&&controls and procedures to be designed''6'.under our supervision, to ensure that material((/('information relating to the registrant,))0)(including its consolidated subsidiaries,**2**is made known to us by others within those++0+(entities, particularly during the period,,/,'in which this report is being prepared;---. .(b)5.-Designed such internal control over financial//2/*reporting, or caused such internal control00/0'over financial reporting to be designed1141,under our supervision, to provide reasonable22.2&assurance regarding the reliability of33/3'financial reporting and the preparation4454-of financial statements for external purposes55850in accordance with generally accepted accounting666 principles;7778 8(c)78/Evaluated the effectiveness of the registrant?s99.9&disclosure controls and procedures and::0:(presented in this report our conclusions;;1;)about the effectiveness of the disclosure<<1<)controls and procedures, as of the end of==/='the period covered by this report based>>>on such evaluation; and???DS lbc|0K':U]q$@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_@ @(d)2@*Disclosed in this report any change in theAA4A,registrant?s internal control over financialBB7B/reporting that occurred during the registrant?sCC6C.most recent fiscal quarter that has materiallyDD7D/affected, or is reasonably likely to materiallyEE1E)affect, the registrant?s internal controlFF%Fover financial reporting; andGGGH~ H1H)The registrant?s other certifying officerII6I.and I have disclosed, based on our most recentJJ5J-evaluation of internal control over financialKK/K'reporting, to the registrant?s auditorsLL3L+and the audit committee of the registrant?sMM1M)board of directors (or persons performingNN"Nthe equivalent functions):OOOP P(a)1P)All significant deficiencies and materialQQ0Q(weaknesses in the design or operation ofRR1R)internal control over financial reportingSS0S(which are reasonably likely to adverselyTT2T*affect the registrant?s ability to record,UU/U'process, summarize and report financialVVVinformation; andWWWX X(b)0X(Any fraud, whether or not material, thatYY.Y&involves management or other employeesZZ7Z/who have a significant role in the registrant?s[[2[*internal control over financial reporting.\\\]^$_____________________________D l_ gfx)z*ExTh`a1`)Created by Morningstar Document Research.0a(http://documentresearch.morningstar.com/=PF0*8X> @aa``__ l  *|  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)SECTION 1350 CERTIFICATIONSU } <} } I;       CELSION CORP 10-Q 05/11/2018 CERTIFICATIONCelsion Corporation     May 11, 2018 By: /s/Jeffrey W. Church   Jeffrey W. Church  9 1Senior Vice President and Chief Financial Officer   $____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/*hyBM)=PF0*8X> @ l  d  dMbP?_*+%,&٭e2?'٭e2?(٭e2?)٭e2?",D/??1NA SIGNATURESBALANCE SHEETS Continued Unaudited Unaudited (1) Unaudited (2)!FOR THE THREE MONTHS ENDED MARC!FOR THE THREE MONTHS ENDED (1)!FOR THE THREE MONTHS ENDED (2)!FOR THE THREE MONTHS ENDED (3)!FOR THE THREE MONTHS ENDED (4)!FOR THE THREE MONTHS ENDED (5)!FOR THE THREE MONTHS ENDED (6)!FOR THE THREE MONTHS ENDED (7)!FOR THE THREE MONTHS ENDED (8)!FOR THE THREE MONTHS ENDED (9)!FOR THE THREE MONTHS ENDED (10)!FOR THE THREE MONTHS ENDED (11)!FOR THE THREE MONTHS ENDED (12)!FOR THE THREE MONTHS ENDED (13)!The OPTIMA Study The OPTIMA StuAcquisition of EGEN AssetsGEN1!GENI OVATION Study In February !GEN1 OVATION II Study The Compa Business PlanResults of Operations!We may not successfully engage !The market price of our common  The market price of our co (1)SIGNATURES (1)TABLE OF CONTENTSTABLE OF CONTENTS (1) EXHIBIT NOTICESLandlord s signature page!Pete Yanul whose name as Chief Tenant s signature pageTenant s signature page (1)!Michael H Tardugno whose name a EXHIBIT F Estoppel CertificateINSERT MODIFICATIONS CERTIFICATIONCERTIFICATION (1)CERTIFICATION (2)CERTIFICATION (3)CERTIFICATION (4)CERTIFICATION (5)U } <} } 1       CELSION CORP 10-Q 05/11/2018$SECTION 1350 CERTIFICATIONS* May 11, 2018 By:/s/Michael H. Tardugno   Michael H. Tardugno  / 'Chairman, President and Chief Executive   Officer     May 11, 2018 By: /s/Jeffrey W. ChurchJeffrey W. Church1)Senior Vice President and Chief FinancialOfficer$____________________________1)Created by Morningstar Document Research.0(http://documentresearch.morningstar.com/0vj!tP \PD=PF0*8X> @ Root Entry FBook    !"#$%&'()*+,-./0123456789:;<=>?@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_`abcdefghijklmnopqrstuvwxyz{|}~      !"#$%&'()*+,-./0123456789:;<=>?@ABCDEFGHIJKLMNOPQRSTUVWXYZ[\]^_`abcdefghijklmnopqrstuvwxyz{|}~