Exhibit 4.65


 


 





Fifth Amendment to Lease Agreement


 


This Fifth Amendment to Lease Agreement ("Amendment”) is made
and entered into as of the 28th day of November 2014, by and between Finley W. McLachlan Properties Inc., (the "Landlord")
and IntelliPharmaCeutics Corp., (the "Tenant”)


 


WITNESSETH:


WHEREAS, Finley W. McLachlan Limited., and Finley W. McLachlan
Properties Inc., agreed to amalgamate pursuant to an Amalgamation Agreement dated July 31st 2014 and effective August
1, 2014. The name of the amalgamated corporation to be Finley W. McLachlan Properties Inc., (the Landlord).


 


WHEREAS, Landlord and Tenant entered into a Lease Agreement
dated October 1, 2004, and extended by First Amendment to Lease dated October 8, 2009, extended by Second Amendment to Lease dated
December 1, 2010, extended by Third Amendment to Lease dated November 30th 2012, and extended by Fourth Amendment to
Lease dated September 3rd 2013 herein collectively referred to as the "Lease" for the property commonly known
as 30 Worcester Road, Toronto, Ontario, M9W 5X2 consisting of approximately 25,000 square feet, the ("Leased Premises");
and


 


WHEREAS, the current term of the lease is to expire on November
30th 2014.


 


WHEREAS, the Landlord and Tenant now desire to further extend
the term and amend the Lease as set forth herein.


 


NOW THEREFORE, in consideration of the Recitals, all of which
are incorporated by this reference, and other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, Landlord and Tenant hereby agree as follows:


 


1. Extended Term


The term of the Lease is hereby extended by a term of one (1) year
commencing November 30, 2014 through November 30, 2015 (herein referred to as the ("Extended Term").


 


2. Renewal


Provided that the Tenant is not in default of material provisions
of the Lease, the Tenant may give notice to the Landlord not less than 6 months and not more than 9 months prior to the expiry
of the Extended Term, to extend the term for a renewal period of 5 years at an annual basic rent which may be the greater of (i)
the amount of basic rent payable during the Extended Term, and (ii) the fair market rental for the leased premises for the year
prior to such renewal.


 


 



    	 



    	 



    




 





3. Early Termination of Lease


Provided that the Tenant is not in default of material provisions
of the Lease, the Tenant shall have the option to exercise early termination of the Extended Term upon submission by written notice
by the Tenant to the Landlord of its intention to exercise this option.


 


4. Basic Rent


Yielding and paying unto the Landlord for the leased premises during
the Extended Term, as basic rent, yearly and every year:


 


		i.	During year the Extended Term, the annual sum of $89,588, payable $7,465.67 per month; plus applicable taxes.



 


5. Usual Terms


 


The parties agree that other terms shall be as in the lease now
concluding, with appropriate changes, amendments and deletions as necessary in the circumstances.


 


Executed at Toronto, Ontario this 28th day of November,
2014


 


 


FINLEY W. McLACHLAN PROPERTIES INC.


 


 


/s/ Finley J. McLachlan


FINLEY J. McLACHLAN


 


 


INTELLIPHARMACEUTICS CORP.


 


 


/s/ John Allport


John Allport, Vice President Legal Affairs and Licensing