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                                                                Exhibit 10.12


LS95-035

                      SPONSORED LABORATORY STUDY AGREEMENT

         THIS Agreement is made this 21st day of September, 1995, between The
University of Texas M.D. Anderson Cancer Center, 1515 Holcombe Boulevard,
Houston, Texas 77030 ("Institution"), a component of The University of Texas
System ("System"), and Introgen Therapeutics, 301 Congress Avenue, Suite 2025,
Austin, Texas 78701 ("Sponsor"), to conduct a laboratory study and evaluation
("Study"). Institution and Sponsor agree as follows:

                                   1. PROTOCOL

         1.1      Institution agrees to use its best efforts to conduct the
                  Study, as an independent contractor, in accordance with
                  Institutional policy, applicable laws and regulations and the
                  Project, "Over-expression of WT-p53 Protein by Ad5cmv-p53 in
                  Human Gliomas", as described in Exhibit A attached hereto and
                  incorporated herein. The Study will be supervised by W.K.
                  Alfred Yung, M.D. ("Principal Investigator"), at Institution,
                  with assistance from associates and colleagues as required.

         1.2      Sponsor agrees to engage the services of Institution to
                  conduct the Study and further agrees to provide at no cost to
                  Institution the Study material for the conduct of the Study.

                                    2. AWARD

         2.1      In consideration for performance of the Study by Institution,
                  Sponsor shall pay Institution [*]

                                     3. TERM

         3.1      This Agreement shall continue in force until the earlier of
                  completion of the Study as upon by the parties or Twelve (12)
                  months from the date set forth above; provided, however, that
                  either party may terminate the Agreement by giving thirty (30)
                  days advance notice to the other.

         3.2      Upon early termination of this Agreement, Sponsor shall be
                  liable for all reasonable costs incurred or obligated by
                  Institution at the time of such termination, subject to the
                  maximum amount specified in Article 2. Sponsor shall pay
                  Institution for such costs within thirty (30) days of receipt
                  of an invoice for same.

         3.3      Upon termination of this Agreement, Institution shall return
                  Sponsor's materials and equipment to Sponsor.



         [*]      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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                               4. INDEMNIFICATION

         4.1      Institution shall, to the extent authorized under the
                  Constitution and laws of the State of Texas, indemnify and
                  hold Sponsor harmless from liability resulting from the
                  negligent acts or omissions of Institution, its agents or
                  employees pertaining to the activities to be carried out
                  pursuant to the obligations of this Agreement; provided,
                  however, that Institution shall not hold Sponsor harmless from
                  claims arising out of the negligence or willful malfeasance of
                  Sponsor, its officers, agents, or employees, or any person or
                  entity not subject to Institution's supervision or control.

         4.2      Sponsor shall indemnify and hold harmless System, Institution,
                  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 obligation of this Agreement, including but not limited
                  to the use by Sponsor of the results of the Study; provided,
                  however, that the following is excluded from Sponsor's
                  obligation to indemnify and hold harmless:

                           a.       the negligent failure of Institution to
                                    comply with any applicable governmental
                                    requirements or to adhere to the terms of
                                    the Protocol; or

                           b.       the negligence or willful malfeasance by a
                                    Regent, officer, agent, or employee of
                                    Institution or System.

                       5. PUBLICATION AND CONFIDENTIALITY

         5.1      The parties reserve the right to publish or otherwise make
                  public the data resulting from the Study. The party so wishing
                  to publish or make public shall submit any such manuscript or
                  release to the other party for comment prior to publication or
                  release.

         5.2      Except as otherwise required by law or regulation, neither
                  party shall release or distribute any materials or information
                  containing the name of the other party or any of its employees
                  without prior written approval by an authorized representative
                  of the nonreleasing party, but such approval shall not be
                  unreasonably withheld.

         5.3      Each party shall hold in confidence for three (3) years after
                  the termination of this Agreement any confidential information
                  identified as confidential and obtained from the other party
                  during the course of this Study. Nothing herein, however,
                  shall prevent Institution or any other component of System
                  from using any information generated hereunder for ordinary
                  research and educational purposes of a university.

                         6. INTELLECTUAL PROPERTY RIGHTS

         6.1      For all purposes herein, "Invention" shall mean any discovery,
                  concept or idea whether or not patentable or copyrightable,
                  which (i) arises out of work performed pursuant to the


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                  obligations of this Agreement; (ii) is conceived and reduced
                  to practice during the term of the Agreement as defined in
                  Article 3 hereinabove; and (iii) includes but is not limited
                  to processes, methods, software, formulae, techniques,
                  compositions of matter, devices, and improvements thereof and
                  know-how relating thereto. Inventions made solely by the
                  Principal Investigator and/or other Institution personnel as
                  identified in Article I hereinabove or agents of Institution
                  shall be the sole property of Institution. Inventions made
                  jointly by employees or agents of Institution and Sponsor
                  shall be jointly owned by Institution and Sponsor.

         6.2      In the event that an Invention is made, either solely by
                  employees or agents of Institution or jointly by employees or
                  agents of Institution and Sponsor, Institution and Sponsor
                  agree to give notice of such Invention to each other within
                  thirty (30) days of the identification of such Invention.
                  Within thirty (30) days of notice of Invention, Institution
                  and Sponsor will thereupon exert their best reasonable efforts
                  in cooperation with each other to investigate, evaluate and
                  determine to the mutual satisfaction of both parties, the
                  disposition of rights to the Invention, including whether, by
                  whom, and where any patent applications are to be filed.

         6.3      If, after consultation with Sponsor, it is agreed by the
                  parties that a patent application should be filed, Institution
                  will prepare and file appropriate United States and foreign
                  patent applications on Inventions made under this Agreement,
                  and Sponsor will pay the cost of preparing, filing and
                  maintenance thereof If Sponsor notifies Institution that it
                  does not intend to pay the costs of an application, or if
                  Sponsor does not respond or make an effort to agree with
                  Institution on the disposition of rights to the Invention,
                  then Institution may file such application at its own expense,
                  and Sponsor shall have no rights to such Invention.
                  Institution will provide Sponsor a copy of the application
                  filed for which Sponsor has paid the cost of filing, as well
                  as copies of any documents received or filed during
                  prosecution thereof. Sponsor agrees to maintain any such
                  application in confidence until it is published by Institution
                  or by the respective patent office.

         6.4      Under the terms of the "Patent and Technology License
                  Agreement between Institution and Introgen (Intron)
                  Therapeutics" dated effective July 20, 1994, Institution
                  hereby licenses to Sponsor an exclusive, world-wide,
                  royalty-bearing license to Invention (as well as patent
                  applications, patents, and copyrights thereon) for commercial
                  purposes, provided that Sponsor shall pay all costs and
                  expenses associated with patent and copyright filing,
                  prosecution, issuance, and maintenance. Sponsor shall have
                  thirty (30) days from written notice of Invention from
                  Institution pursuant to Section 6.2 hereinabove, to give
                  written notice to Institution to include any invention in the
                  above referenced licensed agreement.



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                                   7. GENERAL

         7.1      This Agreement, including the attached Exhibit A and B,
                  constitutes the entire and only Agreement between the parties
                  relating to the Study, and all prior negotiations,
                  representations, agreements, and understandings are superseded
                  hereby. No agreements altering or supplementing the terms
                  hereof, including the exhibits attached hereto, may be made
                  except by a written document signed by the duly authorized
                  representatives of the parties.

         7.2      Any conflicts between the Protocol and this Agreement are
                  controlled by this Agreement.

         7.3      This Agreement shall be construed and enforced in accordance
                  with the laws of the State of Texas.

         7.4      This Agreement anticipates educational training and may
                  involve health science postgraduates and other students of the
                  Institution.



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         IN WITNESS WHEREOF, Institution and Sponsor hereby enter into this
Agreement, effective as of the date first set forth above, and execute two (2)
original counterparts.

Introgen Therapeutics                    The University of Texas
                                         M.D. Anderson Cancer Center


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

Date: 21 September 1995                  Date: October 3, 1995


                                         I have read this agreement and
                                         understand my obligations hereunder:


                                         By: /s/ W.K. ALFRED YOUNG
                                             -------------------------------
                                             W.K. Alfred Yung, M.D.
                                             Principal Investigator


                                         By: /s/ VICTOR A. LEVIN
                                             -------------------------------
                                             Victor A. Levin, M.D.
                                             Chairman, Department of
                                                  Neuro-Oncology


                                         By: /s/ ROBERT C. BAST, JR.
                                             -------------------------------
                                             Robert C. Bast, Jr., M.D.
                                             Head, Division of Medicine


                                         Make Payment to:
                                         The University of Texas
                                         M.D. Anderson Cancer Center
                                         Attn:  Manager, Sponsored Programs
                                         P.O. Box 297402
                                         Houston, TX 77297
                                         Tax I.D. 74 6001118 A1


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                                    EXHIBIT A

                                       [*]



     [*]   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.