exv10w61



 




Exhibit 10.61


AMENDMENT NO. 5 TO

PATENT AND TECHNOLOGY LICENSE AGREEMENT

DATED JULY 31, 1994





     This is AMENDMENT NO. 5 effective this 13th day of NOVEMBER December, 2006, to the Patent
and Technology License Agreement dated July 20, 1994 (as amended, the AGREEMENT) is between THE
BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM (BOARD), an agency of the State of Texas, on
behalf of THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER (MDA), located at 1515 Holcombe
Boulevard, Houston, Texas 77030, and INTROGEN THERAPEUTICS, INC., a Texas corporation, located at
301 Congress Avenue, Suite 1850, Austin, Texas 78701 (LICENSEE).



RECITALS





	A.	 	BOARD is the owner of several new inventions (collectively, these new inventions are
referred to as Technologies Numbered 37-42).
	 
	B.	 	LICENSEE is interested in developing and commercializing new technologies directed to
the treatment of cancer, and other threatening diseases, to which end LICENSEE, MDA
and BOARD entered into the AGREEMENT noted hereinabove.
	 
	C.	 	LICENSEE wishes to add Technologies Numbered 37-42 under PATENT RIGHTS as
defined in Section 2.3 of the AGREEMENT.
	 
	D.	 	And, BOARD wishes to grant LICENSEE rights to Technologies Numbered 37-42 to
promote its practical development for the benefit of the MDA’s patients and for the
benefit of the people of the state of Texas.




NOW, THEREFORE, in consideration for the mutual covenants contained herein, the sufficiency of
which is hereby acknowledged, the parties hereby agree to the following:





	1.	 	Revised Attachment A to the AGREEMENT is hereby deleted in its entirety and replaced with
the Attachment A for AMENDMENT NO. 5 (attached hereto).
	 
	2.	 	The definitions set forth in the AGREEMENT shall apply in this AMENDMENT NO. 5, except to
the extent that a definition herein is specific to this AMENDMENT NO. 5.
	 
	3.	 	The terms and provisions of the AGREEMENT shall remain in full force and effect, provided,
however, that in the event of a conflict in the terms and conditions between this AMENDMENT
NO. 4 and the AGREEMENT, AMENDMENT NO. 4 shall prevail.
	 
	4.	 	Together, this AMENDMENT NO. 5 and the AGREEMENT constitute the entire agreement between the
parties in connection with the subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussions, whether oral or
written, of the parties.





	 	 	 	 	 
	 	/s/ NW
 	 
	 	 	 



 









 





Introgen Therapeutics, Inc. Amendment No. 5

Page 2




     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to
execute this AMENDMENT NO. 5.



	 	 	 	 	 	 	 	 
	THE BOARD OF REGENTS FOR THE 

UNIVERSITY OF TEXAS SYSTEM

 	 	INTROGEN THERAPEUTICS, INC.


 	 
	By:  	/s/ John Mendelsohn
 	 	By:  	/s/ J. David Encos, Jr.
 	 
	 	John Mendelsohn, M.D.	 	 	J. DAVID ENCOS, JR. 	 
	 	President

M. D. Anderson Cancer Center

	 	 	SR. VICE PRESIDENT


	 
	Date:  	12/13/06
 	 	Date:  	11/14/06
 	 
	 



	 	 	 	 	 	 	 	 
	THE UNIVERSITY OF TEXAS 

M. D. ANDERSON CANCER CENTER


 	 	Reviewed and Approved by
 UTMDACC Legal Services for 

UTMDACC Signature:

 	 
	By:  	/s/ Leon Leach 	 	/s/ D. Fountain 	 
	 	Leon Leach  	 	11/19/06 	 
	 	Executive Vice President

M.D. Anderson Cancer Center
 

	 	 	 	 
	Date:  	11/27/06
 	 	
 	 
	 



	 	 	 	 	 
	APPROVED AS TO CONTENT: 

 	 	 
	By:  	/s/ Christopher C. Capelli  	 	 
	 	Christopher C. Capelli, M.D. 	 	 
	 	Vice President, Technology Transfer

 	 	 
	Date: 	11/14/06	 	 
	 
	Approved 

as to form

 	 	 
	/s/ NW
 	 	 
	NW/LS 	 	 
	 	 	 



 









 







Introgen Therapeutics, Inc. Amendment No. 5

Page 3



     ATTACHMENT A

AMENDMENT NO. 5



[*]




     [*] Certain information on this attachment has been omitted and filed separately with the
Commission. Confidential treatment has been requested with respect to the omitted portions.