EX-10.21




 Exhibit 10.21 

CONFIDENTIAL TREATMENT REQUESTED 

CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN 

SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION 

MILESTONE EXTENSION AGREEMENT 

COLUMBIA UNIVERSITY – CORIXA – CHINOOK – INTROGEN THERAPEUTICS 

MDA – 7 GENE 
 This
Milestone Extension Agreement (the “Agreement”) is effective as of November 12, 2001, and is by and among: the Trustees of Columbia University in the City of New York, New York (“Columbia”); Corixa Corporation,
1124 Columbia Street, Suite 200, Seattle, Washington 98104 (“Corixa”), the successor-in-interest to Chinook Corporation, 1124 Columbia Street, Suite 200, Seattle, Washington 98104 (prior to direct merger into Corixa effective in
December, 2000, a wholly owned subsidiary of Corixa, and a successor by merger to GenQuest, Inc.) (“Chinook”); and Introgen Therapeutics, 301 Congress Avenue, Suite 1850, Austin, Texas 78701 (“Introgen”). 

WHEREAS, by the “Amended and Restated Research and License Agreement” of July 18, 1997, between Columbia and GenQuest,
as amended on March 5, 1999 (the “Columbia-Chinook License Agreement”), Columbia licensed to GenQuest patents and technology relating to use of the MDA-7 gene in treating disease; and 

WHEREAS, by the “Executive License Agreement” of July 19, 1999, as amended August 8, 2000, Corixa and Chinook
licensed those same patents and technology to Introgen (the “Chinook-Introgen License Agreement”); and 
 WHEREAS, the
Columbia-Chinook License Agreement requires that Chinook or its sub-licensees accomplish by certain dates certain milestones leading to commercial sale; and 

WHEREAS, the Chinook-Introgen License Agreement also requires Introgen to accomplish by certain dates certain milestones leading to
commercial sale; and 
 WHEREAS, all parties have agreed to extend, in both License Agreements, the dates for accomplishment of those
milestones; 
 NOW, THEREFORE, it is agreed as follows: 

1. Extension of Dates in Columbia-Chinook License Agreement. Paragraphs IIIB (2) through (4), of Appendix IV of the
Columbia-Chinook License Agreement are amended to read as follows: 
 1. Start phase II human clinical studies by January 1, 2003. 

2. Start phase III human clinical studies by January 1, 2005. 








 3. Obtain FDA approval to market a vaccine or other therapeutic product in the United States by
January 1, 2008. 
 2. Extension of Dates in Chinook-Introgen License Agreement. Paragraphs 3.1(d) through (f) of the
Chinook-Introgen License Agreement are amended to read as follows: 
  

			
	 Event
	  	 Date of Accomplishment

	 (d) Start phase II human clinical studies
	  	By January 1, 2003
	 (e) Start phase III human clinical studies
	  	By January 1, 2005
	 (f) Obtain FDA approval to market a vaccine or other therapeutic product in the United States
	  	By January 1, 2008

 3. Introgen Payment to Columbia. In consideration of these amendments, all parties agree that Introgen
[***] $[***] for the extension of due diligence dates in the Chinook-Introgen license agreement directly to Columbia at the time of commencement of Introgen’s Phase III human clinical studies utilizing the MDA-7 genes. The parties agree that
the $[***] from Introgen shall be the only consideration of these amendments, and that no further financial consideration shall be required of Corixa. Further, all parties agree that in the event Introgen terminates its MDA-7 research and clinical
development program prior to commencing Phase III human clinical studies utilizing the MDA-7 genes, Introgren’s $[***] shall be due upon Introgen’s notices to the parties hereto that Introgen has terminated its MDA-7 research program. 

4. No Other Changes. Except as here amended, the Columbia-Chinook License Agreement and Chinook-Introgen License Agreement shall
continue in full force and effect in accordance with their terms. 

  

	***	Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions 



  
 2 









 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly
authorized representatives as of the Effective Date written above. 
  

			
	 THE TRUSTEES OF COLUMBIA 

UNIVERSITY IN THE CITY OF NEW YORK



 
			
		
	 By:
	 	 /s/ M.J. Cleare



 
			
		
	 Name:
	 	 M.J. Cleare



 
			
		
	 Title:
	 	 Executive Director





			
	
	CORIXA CORPORATION


 
			
		
	 By:
	 	 /s/ Steven Gillis



 

			
		
	 Name:
	 	 Steven Gillis



 
			
		
	 Title:
	 	 CEO



 
			
	
	INTROGEN THERAPEUTICS, INC.


 
			
		
	 By:
	 	 /s/ J. David Enloe





			
		
	 Name:
	 	 J. David Enloe



 
			
		
	 Title:
	 	 Vice President of Operations