SC 13D/A

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 1 )*

Genitope Corporation

(Name of Issuer)

Common Stock

(Title of Class of Securities)

37229P507

(CUSIP Number)

Taylor H. Wilson
Haynes and Boone, LLP
901 Main Street, Suite 3100
Dallas, Texas 75202
(214) 651-5000

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

December 10, 2008

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. þ

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 37229P507 

1	NAMES OF REPORTING PERSONS CPMG, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
	(a)   o
	(b)   þ
3	SEC USE ONLY
4	SOURCE OF FUNDS (SEE INSTRUCTIONS)
	AF/OO
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
	o
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Texas
		7	SOLE VOTING POWER
NUMBER OF			0
SHARES		8	SHARED VOTING POWER
BENEFICIALLY
OWNED BY			0
EACH		9	SOLE DISPOSITIVE POWER
REPORTING
PERSON			0
WITH		10	SHARED DISPOSITIVE POWER
			0
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	0
12	CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
	o
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	0.0%
14	TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
	CO/IA

This Amendment No. 1 reflects changes to the information in the Schedule 13D relating to the common stock of the issuer filed June 14, 2007 by the reporting person with the Commission (as amended, the “Schedule 13D”). Each capitalized term used and not defined in this Amendment shall have the meaning assigned to such term in the Schedule 13D. Except as otherwise provided herein, each Item of the Schedule 13D remains unchanged.

Item 2. Identity and Background.

Item 2 of the Schedule 13D is hereby amended and restated in its entirety as follows:

“The name of the person filing this statement and the place of organization or citizenship of such reporting person is stated in Items 1 and 6 on the cover page(s) hereto. The principal business of the reporting person is serving as an investment adviser and/or manager to other persons. The address of the principal office or business address of the reporting person is 2100 McKinney, Suite 1770, Dallas, Texas 75201. During the last five years, the reporting person has not been convicted in a criminal proceeding, and was not a party to a civil proceeding, required to be disclosed herein.

The information, if any, called for by Items 2-6, inclusive, of Schedule 13D with respect to any person enumerated in Instruction C of Schedule 13D and required to be included in this statement is included in Exhibit 99.1 hereto or otherwise herein. The information contained in Exhibit 99.1 hereto and each other Item herein is incorporated by reference in answer or partial answer to this Item.”

Item 5. Interest in Securities of the Issuer.

Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:

(a) The reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, the beneficial owner of any securities covered by this statement.

The reporting person may be deemed to be a member of a group with respect to the issuer or securities of the issuer for the purposes of Section 13(d) or 13(g) of the Act. The reporting person declares that neither the filing of this statement nor anything herein shall be construed as an admission that such person is, for the purposes of Section 13(d) or 13(g) of the Act or any other purpose, (i) acting (or has agreed or is agreeing to act) with any other person as a partnership, limited partnership, syndicate, or other group for the purpose of acquiring, holding, or disposing of securities of the issuer or otherwise with respect to the issuer or any securities of the issuer or (ii) a member of any syndicate or group with respect to the issuer or any securities of the issuer.

The aggregate number and percentage of the class of securities identified pursuant to Item 1 beneficially owned by the reporting person is stated in Items 11 and 13 on the cover page(s) hereto.

(b) Number of shares as to which the reporting person has:

(i)	sole power to vote or to direct the vote:
	See Item 7 on the cover page(s) hereto.
(ii)	shared power to vote or to direct the vote:
	See Item 8 on the cover page(s) hereto.
(iii)	sole power to dispose or to direct the disposition of:
	See Item 9 on the cover page(s) hereto.
(iv)	shared power to dispose or to direct the disposition of:
	See Item 10 on the cover page(s) hereto.

(c) Transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the reporting person are described below.

Transaction	Effecting	Shares		Shares		Price			Description
Date	Person(s)	Acquired		Disposed		Per Share			of Transaction
December 10, 2008	CPMG, Inc.		0		8,125,370		(1	)	Private sale

(1) $1.00 (aggregate consideration).

Except as otherwise described herein, no transactions in the common stock of the issuer were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the reporting person.

(d) Other persons may have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares of common stock that may be deemed to be beneficially owned by the reporting person.

(e) The reporting person ceased to be the beneficial owner of more than five percent of the class of

securities covered by this statement on December 10, 2008.

The information, if any, called for by Items 2-6, inclusive, of Schedule 13D with respect to any person enumerated in Instruction C of Schedule 13D and required to be included in this statement is included in Exhibit 99.1 hereto or otherwise herein. The information contained in Exhibit 99.1 hereto and each other Item herein is incorporated by reference in answer or partial answer to this Item.”

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby amended and supplemented as follows:

“On December 10, 2008, the reporting person effected the disposition to Alan Powers of 8,125,370 shares of common stock of the issuer for aggregate consideration of $1.00 pursuant to a Buyer Agreement dated December 10, 2008. This Item, including the description of the Buyer Agreement herein, is qualified in its entirety by reference to the Buyer Agreement, a copy of which is filed as an exhibit hereto and incorporated herein by reference.

The information, if any, called for by Items 2-6, inclusive, of Schedule 13D with respect to any person enumerated in Instruction C of Schedule 13D and required to be included in this statement is included in Exhibit 99.1 hereto or otherwise herein. The information contained in each other Item herein is incorporated by reference in answer or partial answer to this Item.”

Item 7. Material to be Filed as Exhibits.

Item 7 of the Schedule 13D is hereby amended and restated in its entirety as follows:

The following exhibits are filed as exhibits hereto:

Exhibit	Description of Exhibit
99.1	Additional Information (furnished herewith)
99.2	Buyer Agreement dated December 10, 2008 (furnished herewith)

Signature

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

CPMG, Inc.
By:	/s/ R. Kent McGaughy, Jr.
	Name: R. Kent McGaughy, Jr.
	Title: Managing Director
	Date: December 12, 2008

Exhibit Index

Exhibit	Description of Exhibit
99.1	Additional Information (furnished herewith)
99.2	Buyer Agreement dated December 10, 2008 (furnished herewith)

EX-99.1

EXHIBIT 99.1

ADDITIONAL INFORMATION

Reporting Person: CPMG, Inc.

The name and present principal occupation or employment of each director and executive officer of, and each person controlling, CPMG, Inc. is set forth below. Except as otherwise described herein, the business address of each person named below is 2100 McKinney, Suite 1770, Dallas, Texas 75201. Each natural person named below is a citizen of the United States of America. During the last five years, no person named below has been convicted in a criminal proceeding, or was a party to a civil proceeding, required to be disclosed herein.

Item 2. Identity and Background.

		Executive
Name	Director	Officer	Present Principal Occupation or Employment
Edward W. Rose III	Yes	No		President of Cardinal Investment Company, Inc. (1)
R. Kent McGaughy, Jr.	Yes	Yes		Managing Director of CPMG, Inc.
James W. Traweek, Jr.	Yes	Yes		Managing Director of CPMG, Inc.
John Bateman	No	Yes		Chief Operating Officer, Chief Compliance Officer, and Secretary of CPMG, Inc.

(1) 2100 McKinney, Suite 1780, Dallas, Texas 75201.

Item 3. Source and Amount of Funds or Other Consideration.

Except as provided herein, no information is called for in this statement by Item 3 of Schedule 13D with respect to any person enumerated in Instruction C of Schedule 13D.

Item 4. Purpose of Transaction.

Except as provided herein, no information is called for in this statement by Item 4 of Schedule 13D with respect to any person enumerated in Instruction C of Schedule 13D.

Item 5. Interest in Securities of the Issuer.

(a) The aggregate number and percentage of the class of securities identified pursuant to Item 1 of this statement beneficially owned (identifying those shares which there is a right to acquire) by each person named in this Appendix in response to Item 2 of Schedule 13D is stated below.

	Sole			Shared		Sole			Shared
	Voting			Voting		Dispositive			Dispositive		Aggregate
Name	Power			Power		Power			Power		Number			Percentage
Edward W. Rose III		0			0		0			0		0			0.0
R. Kent McGaughy, Jr.		25,000	(1)		0		25,000	(1)		0		25,000	(1)		0.1
James W. Traweek, Jr.		0			0		0			0		0			0.0
John Bateman		0			0		0			0		0			0.0

(1) Represents shares issued or issuable by the issuer to Mr. McGaughy pursuant to a ten year non-qualified stock option granted on June 11, 2007 by the issuer to Mr. McGaughy that entitles Mr. McGaughy to acquire such shares for $3.67 per share and vests in 36 equal monthly installments beginning on the transaction date. Mr. McGaughy has entered into an arrangement with CPMG to assign any and all profits realized by Mr. McGaughy from or in connection with this option to CPMG. Pursuant to the arrangement, CPMG may provide the amount of funds or other consideration used or to be used in making purchases, if any, pursuant to this option.

(b) Number of shares as to which each person named in response to paragraph (a) of Item 5 of this Appendix has:

(i)	sole power to vote or to direct the vote:
	See paragraph (a) of Item 5 of this Appendix.
(ii)	shared power to vote or to direct the vote:
	See paragraph (a) of Item 5 of this Appendix.
(iii)	sole power to dispose or to direct the disposition of:
	See paragraph (a) of Item 5 of this Appendix.
(iv)	shared power to dispose or to direct the disposition of:
	See paragraph (a) of Item 5 of this Appendix.

(c) Transactions in the class of securities reported on that were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by the person(s) named in response to paragraph (a) of Item 5 of this Appendix are described below.

Transaction	Effecting	Shares		Shares		Price			Description
Date	Person(s)	Acquired		Disposed		Per Share			of Transaction
December 10, 2008	Edward W. Rose III		0		328,630		(1	)	Private sale

(1) $0.04 (aggregate consideration).

Except as otherwise described herein, no transactions in the common stock of the issuer were effected during the past sixty days or since the most recent filing of Schedule 13D, whichever is less, by any person named in response to paragraph (a) of Item 5 of this Appendix.

(d) Except as provided herein, no other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities beneficially owned by any person named in response to paragraph (a) of Item 5 of this Appendix.

(e) Except as provided herein, no information is called for in this statement by Item 4 of Schedule 13D with respect to any person enumerated in Instruction C of Schedule 13D.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

On December 10, 2008, Edward W. Rose III effected the disposition to Alan Powers of 328,630 shares of common stock of the issuer for aggregate consideration of $0.04 pursuant to a Buyer Agreement dated December 10, 2008. This Item, including the description of the Buyer Agreement herein, is qualified in its entirety by reference to the Buyer Agreement, a copy of which is filed as an exhibit hereto and incorporated herein by reference.

As a director of the issuer, Mr. McGaughy is subject to the issuer’s code of business conduct and ethics and insider trading policy and each of the issuer’s other codes, policies, and plans applicable to Mr. McGaughy as a director with respect to securities of the issuer.

Except as provided herein, there are no contracts, arrangements, understandings or relationships (legal or otherwise) among any person named in this Appendix in response to Item 2 of Schedule 13D or between any such person and any other person with respect to any securities of the issuer.

EX-99.2

EXHIBIT 99.2

BUYER AGREEMENT

December 10, 2008

The undersigned (the “Buyer”) hereby represents, warrants, and certifies to each party identified as a “Seller” on Exhibit A hereto (each, a “Seller” and, collectively, the “Sellers”), in connection with the sale by each Seller to the Buyer, and the purchase by the Buyer from each Seller (each, a “Sale” and, collectively, the “Sales”), of the securities (the “Securities”) of the issuer (the “Issuer”) contemplated by Exhibit A hereto that, effective on and as of the date hereof and at and as of the time of each Sale, to the same extent and with the same effect as if made at and as of the time of each Sale:

1. The Buyer shall, and hereby does, purchase from each Seller, and each Seller shall, and hereby does, sell, assign, transfer, and convey the Securities to the Buyer for the consideration and otherwise as contemplated by Exhibit A hereto. The Buyer acknowledges receipt contemporaneously herewith of duly executed stock powers evidencing each of the Sales.

2. The Buyer is purchasing the Securities directly from each Seller as contemplated by Exhibit A hereto pursuant to an exemption from registration under the Securities Act of 1933, as amended (the “Securities Act”), for the Buyer’s own account only (and not for the account of others), for investment only, and not with a view to a distribution of the Securities in violation of any applicable law, rule, or regulation. The Buyer is not a “dealer” (as defined in Section 2(a) of the Securities Act). The Buyer is not an “affiliate” (as defined in Rule 144 of the Securities Act) of the Issuer or any Seller.

3. The Buyer has such knowledge and experience in financial and business matters that the Buyer is capable of evaluating the merits and economic and other risks applicable to the Sales and an investment in the Securities and (having had or having access to, or having been furnished with, all information considered by the Buyer to be necessary) has concluded that the Buyer is able to bear those risks.

4. Neither the Buyer nor, when acting for or on behalf of the Buyer, any other party learned of (or is offering to buy, acquiring, or soliciting any offer or order to sell or deliver) any of the Securities by or through any form of general solicitation or general advertising. At a reasonable time prior to each Sale, written disclosure was delivered to the Buyer, and the Buyer was otherwise advised, of the limitations on resale of the Securities and that the Securities (i) have been, are, and may continue to be and have the status of “restricted securities” for some period of time after the Sales, (ii) have not been registered under the Securities Act, (iii) cannot be resold unless the Securities are registered under the Securities Act or unless an exemption from such registration is available, and (iv) may (for some period of time after the Sales) be subject to stop-transfer orders and evidenced by a certificate or other document on which a legend may be placed stating that the Securities have not been registered under the Securities Act and setting forth or referring to the restrictions on transferability and sale of the Securities.

5. In connection with the Sale and at and for a reasonable time prior to the Sale, the Buyer was provided with (or with access to) (a) a description in writing of all information (if any) considered by the Buyer to be necessary and material to an understanding of the Issuer, the business, financial condition, and results of operations of the Issuer, the Securities, the offering of the Securities, and the Sale (the “Information”) and (b) the opportunity to (i) ask questions and receive answers concerning the terms and conditions of the offering of the Securities and the Sales and (ii) obtain any additional information which the Sellers possessed or could acquire without unreasonable effort or expense that was considered by the Buyer to be necessary to verify the accuracy of the Information. The Information was provided (or made accessible) to Buyer on a confidential basis and shall be kept strictly confidential by the Buyer and may not be disclosed by the Buyer except as required by law. The Seller acknowledges and agrees that the Seller was provided with (or with access to), and is aware of, the reports filed by the Issuer with the Securities and Exchange Commission and the information therein, including, without limitation, that certain Current Report on Form 8-K dated and filed September 16, 2008 and the information therein.

6. Each Seller may have been, be, and/or remain (or come to be) an affiliate of the Issuer. The Information was provided (or made accessible) to Buyer on a confidential basis and shall be kept strictly confidential by the Buyer and may not be disclosed by the Buyer except as required by law. The Buyer acknowledges and agrees that the Buyer was provided with (or with access to), and is aware of, the statements filed by CPMG, Inc. with the Securities and Exchange Commission relating to the Securities and the Issuer, including, without limitation, that certain Schedule 13D dated June 11, 2007 and filed June 14, 2007 and the information therein.

7. The Buyer has, on the basis of such information as the Buyer deems necessary, adequate, appropriate, and/or material, independently (i) investigated and evaluated the Issuer, the Securities, and the merits and risks and value of an investment in the Securities without any reliance on any representation or warranty of or by, or otherwise on, the Seller, the Issuer, or any other person, (ii) decided not to require, request, or expect the Seller to disclose, furnish, or make available any additional information to the Buyer regarding the Securities, and (iii) decided to purchase the Securities. The Buyer expressly waives any and all claims of reliance, and any duty, including any fiduciary duty, owed by any Seller or the Issuer, if any, in connection with or relating to any Sale.

8. The Buyer is not purchasing or selling, and shall not purchase or sell, any of the Securities (or any other security of the Issuer), in any case, on the basis of material nonpublic information about that security or the Issuer, in breach of a duty of trust or confidence that is owed directly, indirectly, or derivatively, to the Issuer or the stockholders of the Issuer, or to any other person who is the source of the material nonpublic information in violation of any applicable law, rule, or regulation.

9. The Buyer shall not take or omit to take any action which could cause any Sale not to constitute a transaction exempt from the registration provisions of the Securities Act.

10. The Buyer shall not sell, assign, transfer, convey, or otherwise dispose of any of the Securities prior to December 31, 2009.

Remainder of Page Intentionally Left Blank. Signature Page(s) to Follow.

IN WITNESS WHEREOF, the undersigned has executed and delivered this Buyer Agreement effective as of the date first written above.

Alan Powers
By:	/s/ Alan Powers
	Name:	Alan Powers

Signature Page to Buyer Agreement. Exhibit A to Follow.

EXHIBIT A

Sale Information

Sale						Securities										Parties
Effective
Date			Type			Issuer			Title			Amount		Price		Seller	Buyer
	(1	)		(2	)		(3	)		(4	)		818,058	$	0.10	Cardinal Partners, LP		(5	)
	(1	)		(2	)		(3	)		(4	)		948,840	$	0.12	Cardinal Partners 2000, LP		(5	)
	(1	)		(2	)		(3	)		(4	)		224,776	$	0.03	Aracos Fund, LP		(5	)
	(1	)		(2	)		(3	)		(4	)		795,920	$	0.10	George Kaiser Family Foundation		(5	)
	(1	)		(2	)		(3	)		(4	)		162,610	$	0.02	Kaiser Francis Oil Company		(5	)
	(1	)		(2	)		(3	)		(4	)		237,322	$	0.03	Cardinal Investment Company, Inc. Profit Sharing Plan		(5	)
	(1	)		(2	)		(3	)		(4	)		328,630	$	0.04	Edward W. Rose III		(5	)
	(1	)		(2	)		(3	)		(4	)		457,188	$	0.05	CD Fund, LP		(5	)
	(1	)		(2	)		(3	)		(4	)		401,806	$	0.05	Mallard Fund, LP		(5	)
	(1	)		(2	)		(3	)		(4	)		958,230	$	0.12	Sandpiper Fund, LP		(5	)
	(1	)		(2	)		(3	)		(4	)		2,791,990	$	0.34	Yellow Warbler, LP		(5	)
									Total:				8,125,370	$	1.00

(1)	December 10, 2008.
(2)	Private sale.
(3)	Genitope Corporation.
(4)	Common Stock.
(5)	Alan Powers.

Exhibit A to Buyer Agreement.