exv10w57



 





EXHIBIT
10.57




AMENDMENT NO. 4 TO

PATENT AND TECHNOLOGY LICENSE AGREEMENT

DATED JULY 31, 1994




     This is AMENDMENT NO 4 effective this 1st day of August                      , 2006, to
the Patent and Technology License Agreement dated July 20, 1994 (as amended, the AGREEMENT) is
between THE BOARD OF REGENTS OF THE UNIVERSITY OF TEXAS SYSTEM (BOARD), an agency of the State of
Texas, on behalf of THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER (MDA), located at 1515
Holcombe Boulevard, Houston, Texas 77030, and INTROGEN THERAPEUTICS, INC, a Texas corporation,
located at 301 Congress Avenue, Suite 1850, Austin, Texas 78701 (LICENSEE).



RECITALS





	A.	 	BOARD is the owner of several new inventions (collectively, these new inventions are
referred to as Technologies Numbered 28-36).
	 
	B.	 	LICENSEE is interested in developing and commercializing new technologies directed to the
treatment of cancel, and other threatening diseases, to which end LICENSEE, MDA and BOARD
entered into the AGREEMENT noted hereinabove.
	 
	C.	 	LICENSEE wishes to add Technologies Numbered 28-36 under PATENT RIGHTS as defined in Section
2.3 of the AGREEMENT.
	 
	D.	 	And, BOARD wishes to grant LICENSEE rights to Technologies Numbered 28-36 to promote its
practical development for the benefit of the MDA’s patients and for the benefit of the people
of the state of Texas.




NOW, THEREFORE, in consideration for the mutual covenants contained herein, the sufficiency of
which is hereby acknowledged, the parties hereby agree to the following:





	1.	 	Revised Attachment A to the AGREEMENT is hereby deleted in its entirety and replaced with
the Attachment A for AMENDMENT NO. 4 (attached hereto).
	 
	2.	 	The definitions set forth in the AGREEMENT shall apply in this AMENDMENT NO. 4, except to
the extent that a definition herein is specific to this AMENDMENT NO.
4.
	 
	3.	 	The terms and provisions of the AGREEMENT shall remain in full force and effect, provided,
however, that in the event of a conflict in the terms and conditions between this AMENDMENT
NO. 4 and the AGREEMENT, AMENDMENT NO. 4 shall prevail.
	 
	4.	 	Together, this AMENDMENT NO. 4 and the AGREEMENT constitute the entire agreement between
the parties in connection with the subject matter hereof and supersedes all prior and
contemporaneous agreements, understandings, negotiations and discussions, whether oral
or written, of the parties.






 









 





Introgen
Therapeutics, Inc. Amendment No. 4

Page 2



     IN WITNESS WHEREOF, the parties hereto have caused their duly authorized representatives to execute
this AMENDMENT NO. 4.






	 	 	 
	THE BOARD OF REGENTS FOR THE UNIVERSITY OF TEXAS SYSTEM
	 
	 	 
	By:

	 	/s/ John Mendelsohn, M. D.
	 

	 	 
	 

	 	John Mendelsohn, M. D.
	 

	 	President
	 

	 	M. D. Anderson Cancer Center
	 
	 	 
	Date:

	 	 8/1/06
	 

	 	 
	 
	 	 
	THE UNIVERSITY OF TEXAS M. D. ANDERSON CANCER CENTER
	 
	 	 
	By:

	 	/s/ Leon Leach
	 

	 	 
	 

	 	Leon Leach
	 

	 	Executive Vice President
	 

	 	M. D. Anderson Cancer Center
	 
	 	 
	Date:

	 	 7/26/06
	 

	 	 
	 
	 	 
	APPROVED AS TO CONTENT:
	 
	 	 
	By:

	 	/s/ Christopher C. Capelli, M. D.
	 

	 	 
	 

	 	Christopher C. Capelli, M. D.
	 

	 	Vice President, Technology Transfer
	 
	 	 
	Date:

	 	 6.15.06
	 

	 	 













	 	 	 
	INTROGEN THERAPEUTICS, INC
	 
	 	 
	By:

	 	/s/ David G. Nance
	 

	 	 
	 

	 	David G. Nance
	 

	 	President and CEO
	 
	 	 
	Date:

	 	May 22, 2006
	 

	 	 























 





Introgen Theraputics, Inc. Amendment No. 4

Page 3




ATTACHMENT A

AMENDMENT NO. 4




[*]





[*]
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.