exv10w52



 





Exhibit
10.52








July 14, 2005




Suiter Limited

P.O. Box 3176

Wickhams Cay 1

Road Town, Tortola

British Virgin Islands



Attn: Mr. Brunello Donati




	 	 	 
	Re:

	 	Agreement (“Agreement”) between Suiter Limited (“Suiter”)
and Introgen
Therapeutics, Inc. (the “Company”) Dated April 20, 2005






Dear Mr. Donati:



     This will confirm the agreement of Suiter and the Company that Paragraph 2 of the
above-referenced Agreement is hereby amended and restated to read as follows:




	 	2.	 	This Agreement and any portion of the Warrant that has not
vested in the manner provided above will expire 180 days from the date
of this Agreement (the “Initial Term”). Unless a party gives written
notice of termination prior to the expiration of the Initial Term, the
Initial Term will be automatically extended for successive, consecutive
thirty day terms (each a “Renewal Term”) until a party gives written
notice of termination. This Agreement will terminate at the end of the
term in which written notice of termination is given (whether it is the
Initial Term or a Renewal Term). Additionally, the Company may, at its
option, terminate this Agreement upon written notice to Suiter at any
time after the Company publicly announces either (i) a favorable action
or decision by the United States Food and Drug Administration with
respect to one or more of the Company’s product candidates, or (ii) a
partnering or collaboration agreement involving one or more of the
Company’s product candidates that is not arranged by Suiter pursuant to
a written mandate with the Company and that the Company in good faith
believes had or will have a positive material impact upon the price per
share of the Company’s common stock as quoted on the NASDAQ National
Market System (a “Material Announcement”); provided that in the event
of such cancellation





301 Congress Avenue, Suite 1850 • Austin, Texas 78701 • 512.708.9310 • Fax: 512.708.9311

Houston Office: 2250 Holcombe Blvd. • Houston, Texas 77030 • 713.797.9960 • Fax: 713.797.9913







 









 








Mr Brunello Donati

July 14, 2005

Page 2




	 	 	 	by the Company after a Material Announcement, the Company and Suiter will
enter into good faith negotiations in an attempt to fairly compensate
Suiter for its efforts (but in no event will more warrants vest than Suiter
could have earned under this Agreement had such Material Announcement not
been made). Any notice required or permitted under this Agreement shall be
made by United States Mail, postage prepaid, or by Federal Express, DHL, or
other commercial carrier providing receipt for delivery, or by telephonic
facsimile or email, with confirmation by the recipient of receipt of the
facsimile or email, to the address, facsimile telephone
number or email address of the recipient set forth below:





	 	 	 	 	 
	If to Suiter:

	 	Address:
	 	P.O. Box 3176
	 

	 	 	 	Wickhams Cay 1
	 

	 	 	 	Road Town, Tortola
	 

	 	 	 	British Virgin Islands
	 
	 	 	 	 
	 

	 	Facsimile No.:
	 	+41919125060
	 
	 	 	 	 
	 

	 	Email Address
	 	donati@talentgroup.ch
	 
	 	 	 	 
	If to the Company:

	 	Address:
	 	301 Congress Avenue
	 

	 	 	 	Suite 1850
	 

	 	 	 	Austin, Texas 78701
	 
	 	 	 	 
	 

	 	Facsimile No.:
	 	(512) 708-9311
	 
	 	 	 	 
	 

	 	Email Address:
	 	d.nance@introgen.com







     Notice sent by United States mail will be deemed delivered five (5)
days after being delivered to the U.S. Postal Service for mailing; and notices sent
by other means shall be deemed received upon actual receipt. Either party may
change its address for notice by giving the other party written notice of the
change.



     Except for the amendment and restatement of Paragraph No. 2 as set forth above, the
Agreement will remain in full force and effect. The Amendment and Restatement of Paragraph 2 will
be effective as of the date of this letter.



 









 





Mr. Brunello Donati

July 14, 2005

Page 3



     If this accurately sets forth our agreement would you please sign a copy of this letter where
indicated below and return it to me?



	 	 	 	 	 
	 	Yours very truly,





INTROGEN THERAPEUTICS, INC.

 
	 	By:  	/s/ David G. Nance
 	 
	 	 	David G. Nance 	 
	 	 	President and Chief Executive Officer 	 
	 



	 	 	 	 	 
	 	AGREED AND ACCEPTED: 



SUITER, LTD.

 	 
	 	By:  	/s/ Brunello Donati 	 
	 	 	Brunello Donati 	 
	 	Its:  	General attorney