COLLABORATION AND LICENSE AGREEMENT



         This Collaboration and License Agreement ("AGREEMENT") is made as of

March 7, 2002 (the "EFFECTIVE DATE") by and between the VirRx, Inc., a Delaware

corporation, having a place of business at 1609 Adgers Wharf Drive, St. Louis,

Missouri 63017 ("VIRRX") and Introgen Therapeutics, Inc., a Delaware corporation

having a place of business at 301 Congress Avenue, Suite 1850, Austin, Texas

78701 ("INTROGEN"). Each of VirRx and Introgen are referred to in this Agreement

as a "PARTY" and collectively as "PARTIES."



                                    RECITALS:



A.       VirRx owns or controls certain technology related to [*] Vectors (as

         defined below), and desires to conduct further research relating to

         such [*] Vectors and other matters;



B.       Introgen is willing, for the purposes of enabling such research, to

         make an equity investment in VirRx under the terms of the Stock

         Purchase Agreement between the Parties dated as of the Effective Date

         (the "STOCK PURCHASE AGREEMENT"); and



C.       As a benefit of Introgen's funding of VirRx's research, Introgen

         desires to obtain an exclusive license from VirRx to the Licensed

         Subject Matter (as defined below), all on the terms and conditions set

         forth below.



NOW, THEREFORE, in consideration of the mutual covenants and promises herein

contained, the Parties hereto agree as follows:



                                   ARTICLE I



                                   DEFINITIONS



         As used in this Agreement, the following terms shall have the meanings

indicated:



         1.1 "[*] Vector" means any composition comprising both: (i) [*].



         1.2 "Affiliate" means any entity that controls, is controlled by or is

under common control with Introgen. An entity shall be regarded as in control of

another entity for purposes of this definition if it owns or controls more than

fifty percent (50%) of the shares of the subject entity entitled to vote in the

election of directors (or, in the case of an entity that is not a corporation,

for the election of the corresponding managing authority).



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* 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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         1.3 "BLA Approval" means approval from the United States Food and Drug

Administration (or its equivalent in a Major Market Country outside the United

States) of a BLA filed by or on behalf of Introgen, to market a Licensed

Product. For such purposes a "BLA" means a Biological License Application, as

defined in the United States Food, Drug and Cosmetic Act and the regulations

promulgated thereunder, or an equivalent foreign application for marketing

approval in Major Market Country outside the United States.



         1.4 "Collaboration Technologies" means any data, invention, material or

other subject matter conceived or first reduced to practice by VirRx personnel

(including persons or entities working on VirRx's behalf) arising out of or in

connection with the Research Program during the Research Term or the one-year

period immediately thereafter, or derived by VirRx personnel (including persons

or entities working on VirRx's behalf) from Introgen Confidential Information.



         1.5 "Contract Year" means a year of 365 days (or 366 days in a leap

year) beginning on the Effective Date and ending one (1) year thereafter and so

on year-by-year.



         1.6 "Control" means, with respect to particular subject matter, a

Party's possession of the ability to grant a license or sublicense in such

subject matter under this Agreement without violating the terms of any agreement

or other arrangement, if any, under which the Party first acquired rights in

such subject matter from a third party.



         1.7 "Distinct [*] Vectors" means [*] Vectors differing in one or more

distinct substantive functions that result in materially different therapeutic

effects as to safety and/or efficacy and/or to materially different types of

cancer that can be treated.



         1.8 "Existing Third-Party Agreements" means that certain License and

Exclusive License Option Agreement between VirRx and [*] University

dated March 1, 2002, and that Materials Transfer Agreement between VirRx and

[*] University dated January 17, 2002.



         1.9 "Funded Expenses" means, with respect to the Research Program or

Other Funded Research, respectively: (i) direct salary expense for VirRx

employees conducting such Research Program or Other Funded Research, plus direct

employee benefit costs of such personnel (not including any amount associated

with equity incentive plans), on a percentage-of-time basis, (ii) amounts paid

to third parties for their performance of the Research Program or Other Funded

Activities, (iii) administrative expenses, and (iv) other direct costs incurred

by VirRx in performing the Research Program or Other Funded Research. For

purposes of clause (iii), "administrative expenses" shall mean the reasonable

and customary costs of supporting and maintaining the Research Program and the

Other Funded Research, respectively (e.g. legal, payroll and accounting

expenses), and for purposes of clause (iv), "other direct costs" shall mean the

costs of facilities, equipment and materials used by VirRx directly in the

Research Program or Other Funded Activities, respectively, provided that: (x)

such administrative expenses and other direct costs are allocated to the

Research Program and Other Funded Research on a reasonable basis, in the same

manner and on a consistent basis for all such activities and other activities of

VirRx outside the Research Program and the Other Funded Research, and (y) in no

event shall the sum of such administrative expenses and such other direct costs

for the Research Program or the Other Funded Research, respectively, exceed

[*] of the respective costs described in (i) for the



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* 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.







                                       -2-

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Research Program or such Other Funded Research. In addition, in no event shall

such administrative expenses and other direct costs include costs of capital, or

the costs of capacity not required or not utilized for the conduct of the

Research Program.



         1.10 "IND" means an Investigational New Drug Application for a product,

as defined in the U.S. Food, Drug and Cosmetic Act and the regulations

promulgated at 21 C.F.R. Section 312 et seq., and any other regulatory filing in

any country other than the United States made for the purpose of proceeding with

clinical testing.



         1.11 "JRC" has the meaning set forth in Section 2.2.



         1.12 "Licensed Product" means (i) a product, composition or material

the manufacture, sale or use of which would, but for the license granted herein,

directly infringe a Valid Claim in the country for which such product,

composition or material is sold, or (ii) solely for the purposes of Introgen's

royalty obligations under Section 5.4, a commercial product within the Licensed

Subject Matter comprising an [*] Vector, as provided by VirRx to Introgen under

this Agreement.



         1.13 "Licensed Subject Matter" means the Collaboration Technologies,

the Patent Rights, and, to the extent owned or Controlled by VirRx, any

inventions, discoveries and other subject matter covered by or relating to the

Patent Rights including, without limitation, the Related Materials.

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