EX-4.13



 Exhibit 4.13 

THIRD AMENDMENT 
 This Third
Amendment, effective as of the date set forth above the signatures of the parties below, amends the Exclusive Patent License Agreement dated October 24, 1997, as amended on May 23, 2002 and March 7, 2005 (the “AGREEMENT”) between
the Massachusetts Institute of Technology (“M.I.T.”), a Massachusetts corporation having its principal office at 77 Massachusetts Avenue, Cambridge, Massachusetts, 02139, USA and Cheung Laboratories, Inc. 

WHEREAS, in 1997 Cheung Laboratories, Inc. was renamed Celsion Corporation (“Celsion”), and on November 30, 2005 the AGREEMENT was
assigned to Celsion (Canada) Limited (“Celsion Canada”) with the consent of M.I.T., and Celsion Canada, having its principal office at 8320 Guilford Road, Suite A, Columbia, MD 21046, thereby became the licensee (“LICENSEE”);

 WHEREAS, Celsion Canada has reinstated the breast cancer product development program of Celsion and is raising funds in an offering to
finance commercialization of the licensed technology; and 
 WHEREAS, LICENSEE and M.I.T. wish to modify the provisions of the AGREEMENT.

 NOW, THEREFORE, in consideration of the premises and mutual covenants contained herein, the parties hereby agree to modify the AGREEMENT
as follows: 
 I. Delete Sections 2.3 and Section 2.4 and insert new Section 2.3 as follows: 

M.I.T. hereby agrees that it shall not grant any other license to the PATENT RIGHTS for the EXCLUSIVE FIELDS OF USE, and also that it shall
not grant any other license to the COPYRIGHT for the EXCLUSIVE FIELDS OF USE, subject only to Paragraphs 2.5 and 2.6 and to the royal ty-free, nonexclusive license rights of the United States Government pursuant to 48 CFR 52.227-14 (Civilian
Agencies) or DFARS 252.227-7013 (Defense Agencies) on and after the EFFECTIVE DATE. 








	 	2.	The due dates in Section 3.3 shall be extended as follows: 

  

	 	a.	in 3J(a)(i), delete July 1, 2007 and replace with July 1, 2011 

  

	 	b.	in 3.3(a)(ii), delete June 1 , 2008 and replace with June 1, 2012 

  

	 	c.	in 3.3(b)(i), delete June 1, 2007 and replace with June 1, 2010 

  

	 	d.	i n 3.3(b)(ii), del ete June 1 , 2010 and replace with June 1, 2013 

  

	 	e.	in 3.3(b)(iii), delete June 1, 2011 and replace with June 1 , 2014 

  

	 	3.	The due dates in Section 3.4 shall be extended as follows: 

  

	 	a.	delete 2008 and replace with 2012 

  

	 	b.	delete 2009 and replace with 2013 

  

	 	c.	delete 2010 and replace with 2014 

  

	 	d.	delete 2011 and replace with 2015 

  

	 	4.	In Section 4.1 (a), the annual maintenance fee of $25,000 due January 1, 2007 shall be due September 1, 2007 and the increase in the annual maintenance fees from $25,000 to $50,000 shall be postponed by three
(3) years. Therefore, delete: 

  

					
	 January 1, 2009
	  	$	50,000	  

 And replace with: 
  

					
	 January 1, 2009
	  	$	25,000	  
	 January 1, 2010
	  	$	25,000	  
	 January l, 2011
	  	$	25,000	  
	 January 1, 2012
	  	$	50,000	  

  

	 	5.	Renumber Section 3.2 as 3.2(i) and add the following as Section 3.2(ii): 

 LICENSEE has met the
milestones in Section 3.2(i) and LICENSEE shall raise an additional $10 million dollars ($1 0,000,000) toward the development of LICENSED PRODUCTS, LICENSED PROCESSES or LICENSED SERVICES accord ing to the following schedule: 

(a) Three million dollars ($3,000,000) on or before December 31, 2009; 

(b) An additional seven million dollars ($7,000,000) on or before December 31,2010. 








	 	6.	In Section 3.5, the words: “any of paragraphs 3.2(a), (b) or (c)” shall be replaced with “Section 3.2”. 


 

	 	7.	In Section 14, the address for Licensee shall be updated. Therefore, delete: 

 John Mon

 Vice President - New Technology 

Celsion Corporation 
 10220-L
Old Columbia Road 
 Columbia, MD 21046-2364 

And replace with: 
 John Mon,
Vice President 
 Celsion (Canada) Limited 

8320 Guilford Road Suite A 

Columbia, Maryland 21046 
 IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed under seal by their duly authorized representatives. 
 The Effective
Date of this Third Agreement is June 16, 2007. 
  

									
	MASSACHUSETTS INSTITUTE OF TECHNOLOGY	 		 	CELSION (CANADA) LIMITED
					
	By:	 	 /s/ Lita Nelson
	 		 	By:	 	 /s/ Augustine Y. Cheung

	Name:	 	 Lita L. Nelson
	 		 	Name:	 	 Augustine Y. Cheung

	Title:	 	 Director, Technology Licensing Office
	 		 	Title:	 	 President and CEO