exv10w56



 







Exhibit 10.56




INTROGEN THERAPEUTICS INC.




2000 STOCK OPTION PLAN




RESTRICTED STOCK PURCHASE AGREEMENT




          Unless otherwise defined herein, the terms defined in the Plan shall have the same defined
meanings in this Restricted Stock Purchase Agreement.




          WHEREAS the Purchaser named below (the “Purchaser”) is a Service Provider, and the Purchaser’s
past and continued participation is considered by the Company to be important for the Company’s
continued growth; and




          WHEREAS in order to provide the Purchaser an opportunity to acquire an equity interest in the
Company for services previously rendered by the Purchaser to the Company, the Administrator has
granted to the Purchaser a Stock Purchase Right subject to the terms and conditions of the Plan,
which is incorporated herein by reference, and pursuant to this Restricted Stock Purchase Agreement
(this “Agreement”).




          NOW THEREFORE, the parties agree as follows:




          1. Sale of Stock. The Company hereby agrees to sell to the Purchaser and the
Purchaser hereby agrees to purchase from the Company 7,500 shares of the Company’s Common Stock
(the “Shares”), at a per Share purchase price equal to the closing bid price of the Company’s
Common Stock on May 23, 2006 as quoted on The Nasdaq National Market System.




          2. Payment of Purchase Price. The Company hereby acknowledges that the purchase
price for the Shares has been paid by the Purchaser via services previously rendered to the
Company, such services having a value at least equal to the purchase price set forth in Section 1.




          3. Restriction on Transfer. The Purchaser shall not sell, pledge, assign,
hypothecate, transfer, encumber or otherwise dispose of the Shares, or any beneficial interest
therein (“Transfer”), other than by will or by the laws of descent or distribution, until the
earlier of (i) such Transfer is approved by the Compensation Committee of the Company’s Board of
Directors prior to such Transfer or (ii) the Purchaser is no longer a Service Provider and (a) such
Transfer is executed more than six months after any opposite transaction subject to Section 16(b)
of the Securities Exchange Act of 1934, as amended, that occurred while the Purchaser was a
director or officer of the Company or (b) is otherwise exempted under Section 16(b) of the
Securities Exchange Act of 1934, as amended, pursuant to the rules promulgated thereunder.




          4. Legends. The share certificate evidencing the Shares, if any, issued hereunder
shall be endorsed with the following legend (in addition to any legend required under applicable
state securities law):





THE SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO CERTAIN RESTRICTIONS UPON
TRANSFER AS SET FORTH IN AN AGREEMENT BETWEEN THE COMPANY AND THE STOCKHOLDER, A
COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE COMPANY.



 









 





          5. Adjustment for Stock Split. All references to the number of Shares and the
purchase price of the Shares in this Agreement shall be appropriately adjusted to reflect any stock
split, stock dividend or other change in the Shares that may be made by the Company after the date
of this Agreement.




          6. Tax Consequences. The Purchaser has reviewed with the Purchaser’s own tax advisors
the federal, state, local and foreign tax consequences of this investment and the transactions
contemplated by this Agreement. The Purchaser is relying solely on such advisors and not on any
statements or representations of the Company or any of its agents. The Purchaser understands that
the Purchaser (and not the Company) shall be responsible for the Purchaser’s own tax liability that
may arise as a result of the transactions contemplated by this Agreement.




          7. Lock-Up Period. The Purchaser hereby agrees that, if so requested by the Company
or any representative of the underwriters (the “Underwriter”) in connection with any registration
of the offering of any securities of the Company under the Securities Act of 1933, as amended (the
“Act”), Purchaser shall, in addition to the requirements set forth in Section 3 of this Agreement,
not sell or otherwise transfer any shares or other securities of the Company during the 180-day
period (or such other period as may be requested in writing by the Underwriter and agreed to in
writing by the Company) (the “Lock-Up Period”) following the effective date of a registration
statement of the Company filed under the Act. The Company may impose stop-transfer instructions
with respect to securities subject to the foregoing restrictions under the end of such Lock-Up
Period.




          8. No Impact on Service Provider Status. The Purchaser acknowledges and agrees that
this Agreement and the transactions contemplated hereunder do not constitute an express or implied
promise of continued service for any period, or at all, and shall not interfere with the
Purchaser’s right or the Company’s right to terminate the Purchaser’s relationship with the Company
at any time, with or without cause




          9. General Provisions.




                    (a)      This Agreement shall be governed by the internal substantive laws, but not the choice of
law rules of Texas. This Agreement, subject to the terms and conditions of the Plan, represents
the entire agreement between the parties with respect to the purchase of the Shares by the
Purchaser. Subject to Section 15(c) of the Plan, in the event of a conflict between the terms and
conditions of the Plan and the terms and conditions of this Agreement, the terms and conditions of
the Plan shall prevail.



                    (b)      Any notice, demand or request required or permitted to be given by either the Company or
the Purchaser pursuant to the terms of this Agreement shall be in writing and shall be deemed given
when delivered personally or deposited in the U.S. mail, First Class with postage prepaid, and
addressed to the parties at the addresses of the parties set forth at the end of this Agreement or
such other address as a party may request by notifying the other in writing.



                    (c)      The rights of the Company under this Agreement shall be transferable to any one or more
persons or entities without the Purchaser’s consent, and all covenants and agreements hereunder
shall inure to the benefit of, and be enforceable by, the Company’s successors and assigns. The
rights and obligations of the Purchaser under this Agreement may only be assigned with the prior
written consent of the Company.



                    (d)      Either party’s failure to enforce any provision of this Agreement shall not in any way be
construed as a waiver of any such provision, nor prevent that party from thereafter enforcing any
other provision of this Agreement. The rights granted both parties hereunder are cumulative and
shall not constitute a waiver of either party’s right to assert any other legal remedy available to
it.



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                    (e)      The Purchaser agrees upon request to execute any further documents or instruments
necessary or desirable to carry out the purposes or intent of this Agreement.



                    (f)      THE PURCHASER ACKNOWLEDGES AND AGREES THAT THIS AGREEMENT AND THE TRANSACTIONS
CONTEMPLATED HEREUNDER DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED ENGAGEMENT AS A
SERVICE PROVIDER FOR ANY PERIOD, OR AT ALL, AND SHALL NOT INTERFERE WITH THE PURCHASER’S RIGHT OR
THE COMPANY’S RIGHT TO TERMINATE THE PURCHASER’S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME,
WITH OR WITHOUT CAUSE.



          By the Purchaser’s signature below, the Purchaser represents that he is familiar with the
terms and provisions of the Plan, and hereby accepts this Agreement subject to all of the terms and
provisions thereof. The Purchaser has reviewed the Plan and this Agreement in their entirety, has
had an opportunity to obtain the advice of counsel prior to executing this Agreement and fully
understands all provisions of this Agreement. The Purchaser agrees to accept as binding,
conclusive and final all decisions or interpretations of the Administrator upon any questions
arising under the Plan or this Agreement. The Purchaser further agrees to notify the Company upon
any change in the residence on the signature page hereto.




	 	 	 	 	 	 	 
	DATED:

	 	 

	 	 
	 	 
	 
	 	 	 	 	 	 
	PURCHASER:	 	 	 	INTROGEN THERAPEUTICS INC.
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Signature	 	 	 	By
	 
	 	 	 	 	 	 
	 	 	 	 	 
	Print Name	 	 	 	Title
	 
	 	 	 	 	 	 
	Address:	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 






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