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                                                                 Exhibit 10.13


SR 96-004

                          SPONSORED RESEARCH AGREEMENT

         This Agreement, is made this 17th day of January, 1996 ("Effective
Date"), by and between THE UNIVERSITY OF TEXAS M.D. ANDERSON CANCER CENTER
(hereinafter referred to as "CANCER CENTER"), a component institution of The
University of Texas System (hereinafter referred to as "SYSTEM"), located in
Houston, Texas, and Introgen Therapeutics, Inc. (hereinafter referred to as
"SPONSOR"), located in Austin, Texas.

                                   WITNESSETH:

         WHEREAS, SPONSOR, CANCER CENTER and the Regents of the University of
Texas System are negotiating a PATENT AND TECHNOLOGY LICENSE AGREEMENT (the
"LICENSE AGREEMENT") and have executed an Option Agreement regarding the same.

         WHEREAS, CANCER CENTER and SPONSOR acknowledge that the RESEARCH to be
conducted hereunder includes (i) the Research Plan as described in Exhibit I, a
copy of which is attached hereto and incorporated herein by reference, including
all work of CANCER CENTER personnel in performing the work described in Exhibit
I, and (ii) all work that is performed by CANCER CENTER personnel comprising
additional research projects described in Attachment A-n, where n represents the
ordinal number of a particular project, or other work performed using funds
provided by SPONSOR (hereinafter referred to collectively as "RESEARCH");

         WHEREAS, SPONSOR and CANCER CENTER consider it necessary and desirable
to perform the RESEARCH, and

         NOW, THEREFORE, the parties agree as follows:

1.       Evaluation. SPONSOR agrees to engage the services of CANCER CENTER as
         an independent contractor to perform the RESEARCH. The RESEARCH will be
         under the supervision of Sue-Haw Lin, Ph.D. (Principal Investigator) at
         CANCER CENTER, with the assistance of appropriate associates and
         colleagues at CANCER CENTER as may be required.

2.       Research. CANCER CENTER agrees as an independent contractor to conduct
         the RESEARCH. Such RESEARCH has been approved by CANCER CENTER in
         accordance with CANCER CENTER policy and may be subsequently amended
         only in accordance with CANCER CENTER policy and with the written
         agreement of CANCER CENTER and SPONSOR as provided for in Article 16
         herein below.

3.       Invention and Patents.

         a.       For all purposes herein, "Invention" shall mean any discovery,
                  concept or idea whether or not patentable, including without
                  limitation, biological materials, which arises out of or is
                  made, conceived, or reduced to practice in connection with the
                  RESEARCH.




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                  Inventions made solely by the Principal Investigator and/or
                  other CANCER CENTER PERSONNEL as identified in Article I
                  hereinabove or agents of CANCER CENTER shall be the sole
                  property of CANCER CENTER.

         b.       In the event that an Invention is made, CANCER CENTER shall
                  notify SPONSOR, which notice shall reference this Section 3
                  and include a description of the Invention in reasonable
                  detail. SPONSOR shall have the option to include all worldwide
                  patent rights with respect to such Invention within the
                  "EXISTING PATENT RIGHTS" under Section 2.3(a) of the LICENSE
                  AGREEMENT, and to include related information, know-how,
                  biological materials and the like within the TECHNOLOGY RIGHTS
                  under the LICENSE AGREEMENT. To exercise such option with
                  respect to any particular Invention, SPONSOR shall so notify
                  CANCER CENTER within sixty (60) days after receipt of CANCER
                  CENTER's notice thereof as described above. Promptly following
                  such exercise, the parties shall revise Schedule A to the
                  LICENSE AGREEMENT to reflect the additional patent
                  applications and patents so included. CANCER CENTER warrants
                  to SPONSOR that CANCER CENTER has the right to grant to
                  SPONSOR the option and right contemplated in this Section 3
                  and that upon exercise of the option described herein with
                  respect to any Invention, all worldwide patent rights therein
                  will be included under the LICENSE AGREEMENT.

4.       Confidentiality. In the course of work performed pursuant to the
         RESEARCH under this Agreement, should either party provide confidential
         information to the other party, the recipient party shall, until five
         (5) years after the termination of this Agreement, maintain the
         confidentiality of that information as it maintains the confidentiality
         of its own confidential information, and shall not disclose such
         confidential information to any other party, nor shall the recipient
         party disclose the disclosing party's confidential information to the
         recipients employees other than those employees having a
         "need-to-know". Confidential information shall be clearly marked as
         such. If disclosed orally, the party making the disclosure shall be
         responsible for clearly informing the recipient party of the
         confidentiality of the information disclosed. Notwithstanding the other
         provisions of this paragraph, nothing disclosed hereunder shall be
         construed as confidential information which:

         a.       is or becomes available to the public (except by a breach of
                  this Agreement by a party hereto);

         b.       is rightfully received from another party not under obligation
                  of confidentiality to the disclosing party,

         c.       is not known by the recipient party, or is independently
                  developed by the recipient party by persons without access to
                  the confidential information;

         d.       is approved for release by the party designating the
                  information as confidential;

         e.       is not identified as confidential at the time of disclosure;


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         f.       is not in writing or physical form at time of disclosure or
                  reduced to a written or physical form and identified as
                  confidential within thirty (30) days of disclosure; or

         g.       is required to be disclosed under the laws or other government
                  regulations of the United States of America or the State of
                  Texas or other governmental bodies, provided that the parties
                  shall first exhaust all reasonable measures available to
                  protect the confidentiality of such information upon
                  disclosure.

         Notwithstanding the foregoing, it is understood that SPONSOR may use
and disclose any information provided to it hereunder that relates to licensed
subject matter (as such term is defined in the LICENSE AGREEMENT).

5.       Publication Rights. CANCER CENTER my publish scientific papers relating
         to the collaborative RESEARCH performed under this Agreement; provided
         that such publication will not disclose SPONSOR's confidential
         information which may not be disclosed pursuant to Paragraph 4. [*]
         prior to any such publication, CANCER CENTER shall provide SPONSOR with
         a draft of the proposed publication and afford SPONSOR the opportunity
         to comment and if applicable, file a patent application prior to
         publication. Upon SPONSOR's request, CANCER CENTER will withhold
         publication and disclosure for a period of ninety (90) days from the
         date SPONSOR receives the proposed publication from CANCER CENTER if
         SPONSOR believes that such action is necessary to file patent
         applications.

6.       Publicity. CANCER CENTER acknowledges SPONSOR's intention to distribute
         periodically informational releases and announcements to the news media
         regarding the progress of research hereunder. SPONSOR shall not release
         such materials containing the name of CANCER CENTER or any of its
         employees without prior written approval by an authorized
         representative of CANCER CENTER and said approval shall not be
         unreasonably withheld. Should CANCER CENTER reject the news release,
         CANCER CENTER and SPONSOR agree to discuss the reasons for CANCER
         CENTER's rejection, and every effort shall be made to develop an
         appropriate informational news release within the bounds of accepted
         academic practices. SPONSOR reserves the same right in the event that
         CANCER CENTER desires to distribute a news release concerning the
         RESEARCH. Nothing herein shall be construed as prohibiting CANCER
         CENTER or SPONSOR from reporting on this study to a governmental
         agency.

7.       Responsibility. The parties each agree to assume individual
         responsibility for the actions and omissions of their respective
         employees, agents and assigns in conjunction with this Agreement.

8.       Independent Contractor. SPONSOR will not have the right to direct or
         control the activities of CANCER CENTER in performing the services
         provided herein, and CANCER CENTER shall perform services hereunder
         only as an independent contractor, and nothing herein contained shall
         be construed to be inconsistent with this relationship or status. Under
         no


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


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         circumstances shall CANCER CENTER be considered to be an employee or
         agent of SPONSOR. This Agreement shall not constitute, create or in any
         way be interpreted as a joint venture, partnership, or formal business
         organization of any kind.

9.       Title to Equipment. CANCER CENTER shall retain title to all equipment
         purchased and/or fabricated by it with funds provided by SPONSOR under
         this Agreement.

10.      Survivorship. The provisions of Article 3, 4, 5, 6, and 12 shall
         survive any expiration or termination of this Agreement.

11.      Assignment. This Agreement may not be assigned by either party without
         the prior written consent of the other party; provided, however, that
         SPONSOR may assign this Agreement to any purchaser or transferee of all
         or substantially all of SPONSOR'S business pertaining to the subject
         matter hereof upon prior written notice to CANCER CENTER.

12.      Indemnification. CANCER CENTER shall, to the extent authorized under
         the Constitution and the laws of the State of Texas, hold SPONSOR
         harmless from liability resulting from the negligent acts or omissions
         of CANCER CENTER, its agents or employees pertaining to the activities
         to be carried out pursuant to the obligations of this Agreement;
         provided, however, that CANCER CENTER shall not hold SPONSOR harmless
         from claim arising out of the negligence of SPONSOR, its officers,
         agents or any person or entity not subject to CANCER CENTER's
         supervision or control.

         SPONSOR shall indemnify and hold harmless SYSTEM, CANCER CENTER, their
         regents, officers, agents and employees from any liability or loss
         resulting from judgments or claims against them arising out of the
         activities to be carried out pursuant to the obligations of this
         Agreement or the use by SPONSOR of the results of the RESEARCH,
         provided, however, that the following is excluded from SPONSOR's
         obligation to indemnify and hold harmless:

         a.       the negligent failure of CANCER CENTER to comply with any
                  applicable governmental requirements; or

         b.       the negligence or willful malfeasance by a regent, officer,
                  agent or employee of CANCER CENTER or SYSTEM.

13.      Award. SPONSOR agrees to pay CANCER CENTER a fee of [*]. This fee, as
         shown [*] in Exhibit III, which is attached hereto and is incorporated
         herein by reference, for information only, shall be payable [*].

14.      Basic Term. This Agreement shall become effective as of the date first
         hereinabove written and unless earlier terminated as hereinafter
         provided, shall continue in force for a period of eighteen (18) months
         after the same; provided that either party may terminate this Agreement
         at any time upon thirty (30) days prior written notice to the other
         party. Following such initial eighteen (18) month period, unless
         earlier terminated as provided in Section 15, this


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




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         Agreement shall continue in full force and effect for such additional
         time period as the parties may agree in writing until terminated by
         either party for any reason on thirty (30) days prior written notice to
         the other party.

15.      Default and Termination. In the event that either party to this
         Agreement shall be in default of any of its material obligations
         hereunder and shall fail to remedy such default within [*] after
         receipt of written notice thereof the party not in default shall have
         the option of terminating this Agreement by giving written notice
         thereof notwithstanding anything to the contrary contained in this
         Agreement. Termination of this Agreement shall not affect the rights
         and obligations of the parties which accrued prior to the effective
         date of termination. SPONSOR shall pay CANCER CENTER for all reasonable
         expenses incurred or committed to be expended as of the effective
         termination date, in accordance with mutually agreed plans for
         RESEARCH, subject to the maximum amount as specified in Article 13.

16.      Entire Agreement. The parties acknowledge that this Agreement and the
         attached Exhibits hereto represent the sole and entire Agreement
         between the parties hereto pertaining to the RESEARCH and that such
         supersedes all prior Agreements, understandings, negotiations and
         discussions between the parties regarding same, whether oral or
         written. There are no warranties, representations or other Agreements
         between the parties in connection with the subject matter hereof except
         as specifically set forth herein. No supplement amendment, alteration,
         modification, waiver or termination of this Agreement shall be binding
         unless executed in writing by the parties hereto.

17.      Reform of Agreement. If any provision of this Agreement is, becomes or
         is deemed invalid, illegal or unenforceable in any United States
         jurisdiction, such provision shall be deemed amended to conform to
         applicable laws so as to be valid and enforceable; or if it cannot be
         so amended without materially altering the intention of the parties, it
         shall be stricken, and the remainder of this Agreement shall remain in
         full force and effect.

18.      Notices. Any notices, statements, payments, or reports required by this
         Agreement shall be considered given if sent by United States Certified
         Mail, postage prepaid and addressed as follows:

         If to CANCER CENTER:

                           Donna S. Gilberg, CPA
                           Manager, Sponsored Programs
                           The University of Tom M.D. Anderson Cancer Center
                           1515 Holcombe Blvd.
                           Houston, Texas 77030


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


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                  If to SPONSOR:

                           David Nance
                           President
                           Introgen Therapeutics, Inc.
                           301 Congress Avenue, Suite 2025
                           Austin, Texas 78701

19.      Captions. The captions in this Agreement are for convenience only and
         shall not be considered a part of or affect the construction or
         interpretation of any provision of this Agreement.

20.      Governing Law. This Agreement shall be governed and interpreted in
         accordance with the substantive laws of the State of Texas and with
         applicable laws of the United States of America.


         IN WITNESS WHEREOF, CANCER CENTER and SPONSOR entered into this
Agreement effective as of the date first hereinabove written and have executed
three (3) originals each of which are of equal dignity.

INTROGEN THERAPEUTICS, INC.                THE UNIVERSITY OF TEXAS
                                           M.D. ANDERSON CANCER CENTER


BY:  /s/DAVID NANCE                        BY: /s/ DONNA S. GILBERG
     ___________________________               ----------------------------
         David Nance                                Donna S. Gilberg, CPA
         President                                  Manager, Sponsored Programs

DATE: 1-17-96                              DATE: 1-17-96
      __________________________                 ---------------------------




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                                    I have read this agreement and understand my
                                    obligations hereunder:



                                    BY:  /s/ SUE-HWA LIA
                                        -------------------------------------
                                             Sue-Hwa Lia, Ph.D.
                                             Principal Investigator


                                    BY:  /s/ RALPH B. ARLINGHAUS
                                        -------------------------------------
                                             Ralph B. Arlinghaus, Ph.D.
                                             Chairman, Dept. of Molecular
                                                      Pathology


                                    BY: /s/ JOHN G. BATSAKIS
                                        -------------------------------------
                                            John G. Batsakis, M.D.
                                            Head, Division of Pathology



Mail Payment To:

         The University of Texas
         M.D. Anderson Cancer Center
         Atten:  Manager, Sponsored Programs
         P.O. Box 297402
         Houston, Texas  77297

         Tax I.D.:  74-6001118-A1





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                                     EXHIBIT

                                       [*]