Committee

The primary purpose of the Science and Technology Committee is to assist the Board of Directors in:

• Monitoring the state of science and technology capabilities within the Company and associated risks; and
• Overseeing the development of key technologies and major science and medicine-driven innovation initiatives essential to the long-term success of Celsion

The Science and Technology Committee's responsibilities shall include:

• Reviewing technologies and technology programs of significance to the Company, with special focus on major external initiatives annually;
• Observing the evolution of science and medicine outside the Company, for possible application within the Company;
• Participating in the development of metrics to assess the state of Celsion science and technology in subject areas including, but not limited to, patent estate, freedom to operate, productivity, capability and external benchmarks.
• Providing guidance for the Company's external science and technology alliances;
• Providing guidance on the direction of the Company's science and technology activities, as appropriate;
• Annually reporting to the Board; and
• Conducting an annual performance evaluation of the Science and Technology Committee and comparing the performance of the Science and Technology Committee with the requirement of this charter.

The Science and Technology Committee shall be comprised of:

• Not less than Two (2) members of the Board of Directors of the Company, one of whom shall be Chair. In the judgment of the Board of Directors at least one member of the Committee shall have scientific experience and one member shall have a background in medicine.
• Not less than One (1) representative of management of the Company, who shall also serve as documentarian. In the judgement of the Board Committee members, the management member shall be an executive with experience in Company relevant science and has immediate responsibility for the Company's scientific endeavors

The Board members of the Science and Technology Committee shall be elected by the Board at the annual organizational meeting of the Board. The members of the Science and Technology Committee shall serve until their successors shall be duly elected and qualified. The management representative(s) is nominated by the CEO and attends the Committee with the consent of the members.

The Company shall provide the Science and Technology Committee with a level of funding appropriate for the Science and Technology Committee to carry out its responsibilities. Management, through its Chief Science Officer, will provide the Committee with reports, summaries, and analyses as requested, allowing the Committee to function efficiently and with relevance.

The Science and Technology Committee shall meet at least annually at a regularly scheduled meeting. The Committee may, with or without external consultants retained by the Committee and approved by the Chairman; meet in non-scheduled sessions to discuss any matters that the Board, the Committee or management believe should be considered or addressed by the Committee. Minutes will be kept and archived with the agenda, meeting materials and proceedings of the meetings.