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Exhibit 10.53
 ORAL HEALTHCARE ALLIANCE AGREEMENT
 Agreement Effective Date Introgen Colgate Party Parties
 BACKGROUND
   Stock Purchase Agreement
   ARTICLE 1
DEFINITIONS
  Affiliate




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Change of Control
      Collaboration Product
 Common Stock
 Completion of Phase II
 
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Dominant Field IP
 Exchange Act
 FDA
 Field
 FTE
 FTE Rate
 GAAP
 Includable R&D Costs e.g.
 
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Introgen Personnel
 Manufacturing Cost
 No-Go Determination
 person
 Phase II Trial
 Pivotal Trial
 Product
 Program Technology
 Third Party
 
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Other
 Term
    
    Section DefinedAcquired Introgen Shares
    
    7.3.2Agreement
    
    PreambleColgate
    
    PreambleConfidential Information
    
    4.1Contingent Right
    
    3.4.4Effective Date
    
    PreambleElection Notice
    
    3.2.2Established
Pharmaceutical Company
    
    3.2.4Program
    
    2.1.2Steering Committee
    
    2.2Stock Purchase Agreement
    
    RecitalsIntrogen
    
    PreambleJoint Developments
    
    4.4.2[*]
    
    3.3Negotiation Period
    
    3.2.2Party or Parties
    
    PreamblePermitted Licensing Window
    
    3.2.2Plan
    
    2.1.1Product Negotiation Right
    
    3.1.1(a)Subject Area
    
    3.2.1Transfer Notice
    
    7.3.2Transferred
    
    7.3.2Trigger Notice
    
    3.2.1
 ARTICLE 2
THE PROGRAM
 Nature of the Collaboration
 Initial Design of the Program; Product Options Plan
 Program Parameters
 
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Program
 Steering Committee Steering Committee
 Composition
 Meetings
 Decisions
 Introgen Efforts
 
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Statement of Includable R&D Costs Statement of Costs
 Colgate Cooperation e.g.
 
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ARTICLE 3
COLGATE PRODUCT RIGHTS
 Activities in the Field
 Introgen
 Product Negotiation Right
 Field Negotiation Right
  Exclusivity of Efforts
    
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Procedures upon Trigger of Field Negotiation Rights or Product Negotiation Rights
 Trigger Notice Trigger Notice provided
 
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Subject Area
 Election to Negotiate Election Notice Negotiation Period Permitted
Licensing Window
 Re-triggering the Negotiation Rights
 Commercialization by Introgen
 
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Established Pharmaceutical Company
  Additional Procedures; Matters
 Term Sheet Level
 Trigger Notice not Exclusive
 Certain Permitted Arrangements
   
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No Implied Obligations. Contingent Right
 No Licenses Granted
 Colgate Rights in Field Not Limited to Oral Healthcare Professionals
 ARTICLE 4
INTELLECTUAL PROPERTY
 Confidential Information
 
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Confidential
Information
     Permitted Use and Disclosures
 Non-Disclosure of Terms
 Allocation of Ownership of Intellectual Property
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Joint Developments
  ARTICLE 5
PUBLICITY
 Public Statements
 ARTICLE 6
REPRESENTATIONS AND WARRANTIES
 Warranty
 
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Disclaimer
 ARTICLE 7
TERM AND TERMINATION
 Term th
 Termination for Breach
 Termination Upon Notice
 By Colgate
 By Introgen
  
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Transfer Notice Acquired Introgen Shares
 Field Negotiation Right Exhausted
 Effect of Termination or Expiration
 Accrued Rights and Obligations
 Survival
 ARTICLE 8
EXPEDITED RESOLUTION OF CERTAIN DISPUTES
 Product Right Dispute
 
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Completion in 30 Days.
 Costs
 Procedures
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Decision by the Arbitrator; Awards; Injunctive Relief
 ARTICLE 9
MISCELLANEOUS
 Governing Laws
 Submission to Jurisdiction
 WAIVER OF JURY TRIAL . EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY
ARISING UNDER THIS AGREEMENT IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE
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EACH SUCH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT SUCH PARTY MAY HAVE TO
A TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT. EACH PARTY CERTIFIES AND
ACKNOWLEDGES THAT (A) NO REPRESENTATIVE, AGENT OR ATTORNEY OF THE OTHER PARTY HAS REPRESENTED,
EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO
ENFORCE THE FOREGOING WAIVER, (B) EACH SUCH PARTY UNDERSTANDS AND HAS CONSIDERED THE IMPLICATIONS
OF THIS WAIVER, (C) EACH SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) EACH SUCH PARTY HAS BEEN
INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE WAIVES AND CERTIFICATIONS IN THIS
SECTION 9.3.
 Waiver
 Assignment
 No Fiduciary Obligations
 Notices
 Introgen:
    
    Introgen Therapeutics, Inc.301 Congress Avenue, Suite 1850Austin, Texas 78701Attn: David Nance, CEOFax: (512) 708-9311
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With a copy to:
    
    Wilson Sonsini Goodrich & RosatiProfessional Corporation650 Page Mill RoadPalo Alto, California 94304-1050Attn: Kenneth A. Clark, Esq.Fax: (650) 493-6811Colgate:
    
    Colgate-Palmolive Company300 Park AvenueNew York, New York 10022Attn: Andrew D. Hendry, Esq.Fax: (212) 310-2374With a copy to:
    
    Gibson, Dunn & Crutcher LLP200 Park Avenue47th FloorNew York, New York 10166-0193Attn: David Wilf, Esq.Fax: 212-351-6277
 Force Majeure
 Complete Agreement
 Specific Performance
 
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Headings
 Counterparts
 [Remainder of Page Intentionally Left Blank]
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COLGATE-PALMOLIVE COMPANY
    
    
    
    INTROGEN THERAPEUTICS, INC.By:
    
    /s/ Reuven M. Sacher
    
    
    
    By:  /s/ James W. Albrecht, Jr.Name:
    
    Reuven M. Sacher
    
    
    
    Name:   James W. Albrecht, Jr.Title:
    
    Vice President R&D Oral Care
    
    
    
    Title:  Chief Financial Officer




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EXHIBIT 1.11
 FTE RATE CALCULATION
  
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SCHEDULE 6.1
 NO CONFLICTS