EX-24 2 jsimpsonconfirmingstatement.htm CONFIRMING STATEMENT DATED MARCH 20, 2012

Confirming Statement



This Confirming Statement ("Statement") confirms that the undersigned,

Jennifer K.Simpson, has authorized, directed and designated each of

Barbra Keck, Peter Graham, and Graham Miao (each a "Designee" and together,

the "Designees"), or either of them acting singly, to: (1) prepare,

execute and file for and on behalf of the undersigned with the U.S.

Securities and Exchange Commission (the "SEC") a Form ID, including

amendments thereto, enabling the undersigned to make electronic filings

with the SEC of reports required by Section 16(a) of the Securities

Exchange Act of 1934 and any rule or regulation thereunder; and (2) prepare,

execute and file for and on behalf of the undersigned with the SEC

and any stock exchange or similar authority, all Forms 3, 4,and 5,

including any amendments thereto, that the undersigned is required

to file as an officer and/or director of Delcath Systems, Inc.

(the "Company") in accordance with Section 16(a) of the Securities

Exchange Act of 1934 and any rule or regulation thereunder.



The authority of the Designees under this Statement shall continue

until the undersigned is no longer required to file Forms 3, 4, and 5

with respect to the undersigned's holdings of and/or transactions in

securities of the Company, unless earlier revoked by the undersigned

in a signed writing delivered to the Designees. The undersigned

acknowledges that the Designees are not assuming, nor is the Company

assuming, any of the undersigned's responsibilities to comply with

Section 16 of the Securities Exchange Act of 1934. This Statement is

not intended to be a power of attorney as defined in the New York General

Obligations Law, Article 5, Title 15, Section 5-1501, and in the event

this Statement is determined to be a power of attorney under such statue,

this Statement shall not revoke any power of attorney previously

executed by the undersigned and shall not be revoked by any subsequent

power of attorney unless such subsequent power of attorney expressly

provides that it revokes this Statement by referring to the date and

subject hereof.



Date: March 20,2012



Undersigned's Name: Jennifer K. Simpson



Undersigned's Signature: /s/ Jennifer K. Simpson