FIFTH AMENDMENT

Exhibit 4.15

FIFTH AMENDMENT

This Fifth Amendment, effective as ofthe date set forth above the signatures ofthe parties below, amends the Exclusive Patent License Agreement dated October 24, 1997 (“AGREEMENT”) between the Massachusetts Institute of Technology (“M.l.T.”), a Massachusetts corporation having its principal office at 00 Xxxxxxxxxxxxx Xxxxxx, Xxxxxxxxx, Xxxxxxxxxxxxx, 00000, XXX and Xxxxxx Laboratories, Inc.

WHEREAS, in 1997 Xxxxxx Laboratories, Inc. was renamed Celsion Corporation, and in 2000 was reincorporated as a Delaware corporation (“LICENSEE”), having its principal office at 00000-X Xxx Xxxxxxxx Xxxx, Xxxxxxxx, XX 00000-0000;

WHEREAS, in 2006, Celsion Corporation transferred the APA technology to a wholly owned subsidiary named Celsion Canada, having a place of business at 0000 Xxxxxxxx Xx, Xxxxx X, Xxxxxxxx, XX, 00000 XXX.

WHEREAS, in 2008 Celsion Canada merged into a public listed company in Canada and renamed Medifocus, Inc. (“LICENSEE”), presently having its manufacturing and R&D office at principal office at 0000 Xxxxxxxx Xx, Xxxxx X, Xxxxxxxx, XX, 00000 XXX.

WHEREAS, the AGREEMENT was previously amended June 1, 2009; and

WHEREAS, LICENSEE and M.I.T. wish to modify the provisions of the AGREEMENT as amended;

NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereby agree to modify the AGREEMENT as follows:

1. In Section 4.1(a), the annual maintenance fees of$50,000 shall be postponed by one (1) year. Therefore, delete:

January 1, 2013		$	50,000
January 1, 2014		$	50,000

and replace with:

January 1, 2014		$	50,000
January 1, 2015		$	50,000

2. In consideration of these changes, LICENSEE shall pay coincident with the execution ofthis amendment, the sum of Six Thousand Six Hundred Nineteen Dollars ($6,619.00) to pay for costs incurred in the filing, maintenance and prosecution of the LICENSED PRODUCTS, LICENSED PROCESSES and LICENSED SERVICES.

3. The remaining terms and conditions of the LICENSE AGREEMENT remain intact.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed under seal by their duly authorized representatives.

The Effective Date of this Fifth Amendment is March 29, 2013.

MASSACHUSETTS INSTITUTE OF TECHNOLOGY						MEDIFOCUS, INC.
By:		/s/ Xxxx Xxxxxx				By:		/s/ Xxxx Mon
Name:		Xxxx X. Xxxxxx				Name:		Xxxx Mon
Title:		Director, Technology Licensing Office				Title:		C.O.O.