<PAGE>   1

                                                                 Exhibit 10.8(a)


                     PATENT AND TECHNOLOGY LICENSE AGREEMENT

THIS AGREEMENT ("AGREEMENT") is made by and between the BOARD OF REGENTS
("BOARD") of THE UNIVERSITY OF TEXAS SYSTEM ("SYSTEM"), an agency of the State
of Texas, whose address is 201 West 7th Street, Austin, Texas 78701, THE
UNIVERSITY OF TEXAS M.D. ANDERSON CANCER CENTER ("MDA"), a component institution
of the SYSTEM and INTRON THERAPEUTICS, INC., a Texas corporation having a
principal place of business located at 301 Congress, Suite 2025, Austin, Texas
78701 ("LICENSEE").

                                    RECITALS

A.    BOARD owns certain PATENT RIGHTS and TECHNOLOGY RIGHTS related to LICENSED
      SUBJECT MATTER, which were developed at MDA, a component institution of
      the SYSTEM.

B.    BOARD desires to have the LICENSED SUBJECT MATTER developed and used for
      the benefit of LICENSEE, the inventor, BOARD, and the public as outlined
      in the Intellectual Property Policy promulgated by the BOARD.

C.    The LICENSED SUBJECT MATTER was the subject of an OPTION AGREEMENT between
      MDA and the Texas Biomedical Development Partners ("TBDP"), dated December
      15, 1992, a copy of which is attached hereto as Exhibit 1 for approval by
      BOARD, granting TBDP the option to negotiate a license from BOARD to the
      LICENSED SUBJECT MATTER in consideration for an option fee and commitment
      of research support.

D.    TBDP exercised its option under the OPTION AGREEMENT in a timely manner by
      virtue of the letter dated June 17, 1993, a copy of which is attached
      hereto as Exhibit 2 for approval by BOARD, and further assigned TBDP's
      right and obligations under the OPTION AGREEMENT (Exhibit 1) to LICENSEE,
      thereby granting permission to BOARD to execute this LICENSE AGREEMENT
      with LICENSEE.

E.    The LICENSED SUBJECT MATTER was also the subject of SPONSORED RESEARCH
      AGREEMENTS between MDA and the TBDP, entitled "Development of Therapeutic
      Treatment and Prevention of Lung Cancer" (SR93-04) and "Clinical Protocol
      for Modification of Oncogene and Tumor Suppressor Gene Expression in
      Nori-Small Cell Lung Cancer (CS93-27), respectively, and a copy of each is
      attached hereto as Exhibits 3 and 4 (the "RESEARCH AGREEMENTS").

F.    The RESEARCH AGREEMENTS have been assigned by TBDP to LICENSEE by virtue
      of a letter dated November 26, 1993, a copy of which is attached hereto as
      Exhibit 5 for approval by BOARD.


                                       -1-
<PAGE>   2
G.    LICENSEE is a company which was formed to develop and commercially exploit
      the inventions of LICENSED SUBJECT MATTER, and LICENSEE, therefore, wishes
      to obtain a license from BOARD to practice LICENSED SUBJECT MATTER.

NOW, THEREFORE, in consideration of the mutual covenants and premises herein
contained, the parties hereto agree as follows:

                                I. EFFECTIVE DATE

1.1   This AGREEMENT shall be effective as of July 20, 1994 ("EFFECTIVE DATE"),
      subject to approval by BOARD.

                                 II. DEFINITIONS

As used in this AGREEMENT, the following terms shall have the meanings
indicated:

2.1   LICENSED FIELD shall mean all fields of use of the LICENSED SUBJECT
      MATTER.

2.2   LICENSED SUBJECT MATTER shall mean inventions and discoveries covered by
      PATENT RIGHTS or TECHNOLOGY RIGHTS within LICENSED FIELD.

2.3   PATENT RIGHTS shall mean any and all rights of BOARD in and to:

            (a) the patents and patent applications described in Schedule A
      hereto (the "Existing Patent Rights") and all patents anywhere in the
      world issuing thereon;

            (b) any patent or patent application of any kind anywhere in the
      world that claims or discloses any invention that is claimed in any of the
      Existing Patent Rights, or that takes priority from an application within
      the Existing Patent Rights or derives from an application from which any
      of the Existing Patent Rights derived;

            (c) all divisions, continuations, continuations-in-part, patents of
      addition, patents, substitutions, registrations, reissues, reexaminations
      or extensions of any kind with respect to any of the applications and
      patents described in (a) or (b) above. From time to time during the term
      of this AGREEMENT, upon request by either party, LICENSEE and BOARD shall
      promptly update Schedule A hereto to include all patent applications and
      patents that are then within the PATENT RIGHTS.

2.4   TECHNOLOGY RIGHTS shall mean BOARD's rights in any technical information,
      know-how, process, procedure, composition, biological materials, device,
      method, formula, protocol, technique, software, design, drawing or data
      relating to LICENSED FIELD and made or developed by Dr. Jack A. Roth or
      others working in his lab or under his supervision or direction, whether
      or not covered by PATENT RIGHTS, which is reasonably necessary for
      practicing an invention at any time covered by PATENT RIGHTS.


                                       -2-
<PAGE>   3
2.5   LICENSED PRODUCT shall mean any product, component or material the
      manufacture, use or sale of which would infringe a VALID CLAIM.

2.6   LICENSED TERRITORY shall mean the entire world.

2.7   SALE or sold shall mean the transfer or disposition of a LICENSED PRODUCT
      for value to a party other than LICENSEE or an AFFILIATE, which transfer
      or disposition would, but for the rights and license granted hereunder,
      infringe a VALID CLAIM in the country for which such LICENSED PRODUCT is
      transferred or disposed.

2.8   NET SALES shall mean the gross revenues received by LICENSEE, its
      AFFILIATES or SUBLICENSEES, from the SALE of LICENSED PRODUCTS less sales
      and/or use taxes actually paid, import and/or export duties actually paid,
      outbound transportation prepaid or allowed, and amounts allowed or
      credited due to returns (not to exceed the original billing or invoice
      amount).

2.9   AFFILIATE shall mean any business entity more than 50% owned by LICENSEE,
      or any business entity that is more than 50% owned by a business entity
      that owns more than 50% of LICENSEE.

2.10  VALID CLAIM shall mean either (a) a claim of an issued and unexpired
      patent included within the PATENT RIGHTS, which has not been held
      unenforceable, unpatentable or invalid by a court or other governmental
      agency of competent jurisdiction, and which has not been admitted to be
      invalid or unenforceable through reissue, disclaimer or otherwise, or (b)
      a pending claim in a patent application within the PATENT RIGHTS, provided
      that if such pending claim has not issued as a claim or an issued patent
      within the PATENT RIGHTS within [*] after the filing date from which such
      patent application takes priority, such pending claim shall not be a VALID
      CLAIM for purposes of this AGREEMENT unless and until, subsequent to [*]
      period, such pending claim is issued as a claim of an issued and unexpired
      patent included within the PATENT RIGHTS as set forth in (a) above. In the
      event that a claim of an issued and unexpired patent within the PATENT
      RIGHTS is held by a court or other governmental agency of competent
      jurisdiction to be unenforceable, unpatentable or invalid, and such
      holding is reversed on appeal by a higher court or agency of competent
      jurisdiction, such claim shall be reinstated thereafter as a VALID CLAIM
      hereunder.

2.11  SUBLICENSEE shall mean any third party to whom LICENSEE has granted a
      sublicense under the PATENT RIGHTS to make and sell LICENSED PRODUCTS,
      with respect to LICENSED PRODUCTS made and sold by such SUBLICENSEE. As
      used herein, "SUBLICENSEE" shall also mean a third party to whom LICENSEE
      has granted the exclusive right to distribute LICENSED PRODUCTS supplied
      by LICENSEE, provided that such third party is responsible for all
      marketing and promotion of the subject LICENSED PRODUCTS within its
      exclusive territory.

      [*] 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.


                                       -3-
<PAGE>   4
                         III. WARRANTY: SUPERIOR-RIGHTS

3.1   Except for the rights, if any, of the Government of the United States as
      set forth hereinbelow, BOARD represents and warrants its belief that it is
      the owner of the entire right, title, and interest in and to LICENSED
      SUBJECT MATTER, and that it has the sole right to grant licenses
      thereunder, and that it has not granted licenses thereunder to any other
      entity that would restrict rights granted hereunder except as stated
      herein. In addition, BOARD represents and warrants that it owns and will
      own all right, title and interest in and to the patent applications listed
      in Exhibit A as of the Effective Date, and all patents that will issue
      thereon; and that the patents listed on Exhibit A comprise all patents and
      applications owned by BOARD or MDA that claim inventions of any of the
      inventors listed therein which pertain to the p53 gene or K-ras or gene
      therapy.

3.2   LICENSEE understands that the LICENSED SUBJECT MATTER may have been
      developed under a funding agreement with the Government of the United
      States of America and, if so, that the Government may have certain rights
      relative thereto. This AGREEMENT is explicitly made subject to the
      Government's rights under any such agreement and any applicable law or
      regulation, including P.L. 96-517 as amended by P.L. 98-620. To the extent
      that there is a conflict between any such agreement, applicable law or
      regulation and this Agreement, the terms of such Government agreement,
      applicable law or regulation shall prevail.

3.3   BOARD, by this AGREEMENT, makes no representation as to the patentability,
      validity, and/or breadth of the inventions contained in the PATENT RIGHTS.
      BOARD, by this AGREEMENT, makes no representation as to whether there are
      any patents now held, or which will be held, by others or by BOARD in the
      LICENSED FIELD, nor does BOARD make any representation that the inventions
      contained in PATENT RIGHTS do not infringe any other patents now held or
      that will be held by others or by BOARD.

                                   IV. LICENSE

4.1   BOARD hereby grants to LICENSEE a royalty-bearing, exclusive license under
      the LICENSED SUBJECT MATTER to manufacture, have manufactured, use and/or
      sell LICENSED PRODUCTS, to practice any method, process or procedure and
      to otherwise exploit the LICENSED SUBJECT MATTER, within LICENSED
      TERRITORY for use within LICENSED FIELD. Subject to Paragraph 5.8 herein,
      such license shall extend to BOARD's undivided interest in any LICENSED
      SUBJECT MATTER developed during the term of this AGREEMENT and jointly
      owned by BOARD and LICENSEE. This grant shall be subject to Paragraph 3.2,
      hereinabove, the payment by LICENSEE to BOARD of all consideration as
      provided in this AGREEMENT, including the timely payment of all amounts
      due during the term of this Agreement under any sponsored research
      agreement covering the Licensed Subject Matter between MDA and LICENSEE
      (including but not limited to the RESEARCH AGREEMENTS, reimbursement of
      MDA's patent expenses as set forth in Paragraph 5.7 below, and shall be
      further subject to rights retained by BOARD and MDA to:


                                       -4-
<PAGE>   5
      (a)   Publish the general scientific findings from research related to
            LICENSED SUBJECT MATTER; and

      (b)   Use any information contained in LICENSED SUBJECT MATTER for
            research, teaching, patient care, and other educationally-related
            purposes.

      Notwithstanding the foregoing, the license granted in this Section 4.1
      under TECHNOLOGY RIGHTS not covered by any PATENT RIGHTS shall be
      non-exclusive for all applications that do not pertain in any way to the
      p53 gene, the k-ras gene, or mutations thereof, the genetic or functional
      inhibition or promotion thereof; the translation or transcription pathways
      of such genes or mutations thereof, or any protein or molecule expressed
      by such genes or mutations thereof.

4.2   LICENSEE shall have the right to extend the license granted herein to any
      AFFILIATE provided that such AFFILIATE consents in writing, with copy to
      BOARD, to be bound by this AGREEMENT to the same extent as LICENSEE.

4.3   The license granted under Paragraph 4.1 above shall include the rights to
      grant and authorize sublicenses within the scope of the right and license
      granted to LICENSEE. LICENSEE shall monitor the operations of its
      SUBLICENSEES in connection with the obligations of LICENSEE pursuant to
      this AGREEMENT, and shall use reasonable efforts to ensure that such
      SUBLICENSEES comply fully with such obligations. LICENSEE shall promptly
      inform BOARD of the name and address of each such SUBLICENSEE, and subject
      to any obligations of confidentiality to the SUBLICENSEE, shall provide
      MDA a copy of the sublicense agreement.

                             V. PAYMENTS AND REPORTS

5.1   In consideration of rights granted by BOARD to LICENSEE under this
      AGREEMENT, LICENSEE agrees to pay MDA the following:

      (a)   [*] of NET SALES attributed to SALES of LICENSED PRODUCTS by
            LICENSEE, AFFILIATES and SUBLICENSEES; and

      (b)   For any advance payment received by LICENSEE from a third party
            pursuant to a sublicense, marketing, distribution, or franchise
            agreement, other than amounts paid to LICENSEE in reimbursement of
            development or other costs, as provided for in Article 4.3 hereof
            and which is creditable against future royalties to be received by
            LICENSEE:[*] of said advance payment.

      (c)   LICENSEE will not be obligated to pay MDA any portion of any
            advanced payment received by LICENSEE from a third party [*].

      (d)   If LICENSEE desires to fund sponsored research, and particularly
            where LICENSEE receives R&D money in lieu of or in addition to
            royalty revenues pursuant to a sublicense, LICENSEE shall give good
            faith consideration to funding such proposals at MDA.

      [*] 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.


                                       -5-
<PAGE>   6
5.2   In the event that more than one patent within the PATENT RIGHTS is
      applicable to any LICENSED PRODUCT subject to royalties under this Article
      V, then only one royalty shall be paid to MDA in respect of such quantity
      of the LICENSED PRODUCTS and in any event no more than one royalty will be
      payable hereunder with respect to any particular LICENSED PRODUCT unit. In
      addition:

      (a)   No royalty shall be payable under Paragraph 5.1 above with respect
            to the SALE of LICENSED PRODUCTS between or among LICENSEE,
            AFFILIATES and SUBLICENSEES, provided that such LICENSED PRODUCTS
            are to be resold to unrelated third parties, or with respect to any
            fees or other payments paid between or among LICENSEE and
            AFFILIATES; nor shall a royalty be payable under Paragraph 5.1 with
            respect to SALES of LICENSED PRODUCTS for use in clinical trials or
            as samples.

      (b)   In the event that a LICENSED PRODUCT is sold in combination as a
            single product, or in a kit, with another product or component and
            no royalty would be due hereunder on the sale of such other product
            or component alone, then NET SALES from such combination sales for
            purposes of calculating the amounts due under this Article V shall
            be as reasonably allocated by LICENSEE between such LICENSED PRODUCT
            and such other product or components, based upon their relative
            importance and proprietary protection as commercially reasonable.

5.3   During the Term of this AGREEMENT and for [*] thereafter, LICENSEE shall
      keep complete and accurate records if its SALES and NET SALES of LICENSED
      PRODUCTS and other income subject to royalties hereunder and all revenues
      received from all SUBLICENSEES to enable the royalties payable hereunder
      to be determined. LICENSEE shall permit BOARD or its representatives, at
      BOARD's expense, to periodically examine its books, ledgers, and records
      during regular business hours for the purpose of and [*] are determined to
      have been underpaid LICENSEE shall pay the cost of such examination, and
      accrued interest at the highest allowable rate.

5.4   Within [*] after March 31, June 30, September 30, and December 31,
      LICENSEE shall deliver to BOARD and MDA a true and accurate report, giving
      such particulars of the business conducted, if any, by LICENSEE, including
      all revenues received from all SUBLICENSEES, during the preceding three
      (3) calendar months under this AGREEMENT as are pertinent to an account
      for payments hereunder. Such report shall include at least (a) the
      quantities of LICENSED SUBJECT MATTER that it has produced; (b) the total
      SALES, (c) the calculation of royalties thereon; and (d) the total
      royalties so computed and due BOARD. Simultaneously with the delivery of
      each such report, LICENSEE shall pay to BOARD the amount, if any, due for
      the period of such report. If no payments are due, it shall be so
      reported.

5.5   Upon the request of BOARD or MDA but not more often than once per calendar
      year, LICENSEE shall deliver to BOARD and MDA a written report as to
      LICENSEE's efforts and accomplishments during the preceding year in
      commercializing LICENSED SUBJECT MATTER

      [*] 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.


                                       -6-
<PAGE>   7
      in various parts of the LICENSED TERRITORY and its commercialization plans
      for the upcoming year.

5.6   All amounts payable hereunder by LICENSEE shall be payable in United
      States funds. Checks shall be made payable to The University of Texas M.D.
      Anderson Cancer Center. Any withholding or other tax that LICENSEE, an
      AFFILIATE, or a SUBLICENSEE are required by law to withhold shall be
      deducted from royalties owing to MDA hereunder and promptly paid to the
      taxing authority. If royalties paid to LICENSEE or an AFFILIATE by a
      SUBLICENSEE on NET SALES of LICENSED PRODUCTS are reduced for withholding
      or similar taxes, LICENSEE may deduct a portion of such tax from the
      royalties payable to UNIVERSITY with respect to such Net Sales; the
      portion to be so deducted shall equal the amount of the tax multiplied by
      the fraction B/A, where "A" equals the gross royalty payable to LICENSEE
      on such Net Sales prior to the withholding or similar tax, and "B" equals
      the gross royalty payable to UNIVERSITY on such Net Sales prior to the
      reduction under this Section 5.6. In regard to any tax so deducted,
      LICENSEE shall furnish UNIVERSITY with proper evidence of the taxes paid.
      In the event that LICENSEE realizes a reduction in its U.S. tax liability
      by reason of a foreign tax credit with respect to withholding taxes so
      deducted from royalties payable to MDA hereunder, LICENSEE shall pay to
      MDA the amount of such reduction in its U.S. tax liability.

5.7   LICENSEE shall reimburse MDA [*] in filing, prosecuting, enforcing and
      maintaining PATENT RIGHTS exclusively licensed hereunder and which were
      not already reimbursed pursuant to the Option Agreement in Exhibit I
      hereto, and shall pay all such future expenses so long as and in such
      countries as [*]. In the event that LICENSEE notifies MDA that it does not
      wish to reimburse further expenses of prosecuting or maintaining any
      application or patent within the PATENT RIGHTS in any country, LICENSEE
      shall not be responsible for any such expenses with respect to such
      application or patent after MDA's receipt of such notice, and LICENSEE's
      license under Paragraph 4.1 above shall become nonexclusive with respect
      to such application (and any patent issuing thereon) or patent in such
      country. MDA will invoice LICENSEE on a quarterly basis beginning October
      1, 1994,[*].

5.8   No payments due or royalty rates under this AGREEMENT shall be reduced as
      the result of co-ownership of LICENSED SUBJECT MATTER by BOARD and
      LICENSEE.

5.9   It is understood that royalties shall be due under 5.1(a) above only on
      SALES of LICENSED PRODUCTS, the SALE of which [*]. However, if the SALE of
      a LICENSED PRODUCT [*], LICENSEE shall pay royalties hereunder on all
      sales of such LICENSED PRODUCT in any country, regardless of whether the
      sale of such product in such country would infringe a VALID CLAIM. [*]

5.10  Effective upon written notice to MDA, LICENSEE may convert the license
      granted to LICENSEE under Paragraph 4.1 with respect to any patent or
      application within the PATENT RIGHTS to a non-exclusive license. Following
      such notice, the amounts to be paid to MDA under Paragraph 5.1 above with
      respect to any VALID CLAIMS within such patent or application, after any
      other adjustment under this AGREEMENT, shall be [*].

      [*] 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.


                                       -7-
<PAGE>   8
                           VI. PATENTS AND INVENTIONS

6.1   If [*] it is agreed by BOARD and LICENSEE that a new patent application
      should be filed for LICENSED SUBJECT MATTER, [*] will prepare and file
      appropriate patent applications, and [*] will pay the cost of searching,
      preparing, filing, prosecuting and maintaining same, subject to Paragraph
      5.7 above. [*] shall provide [*] with a copy of the new patent application
      for which [*] has paid the cost of filing, as well as copies of any
      documents received or filed during prosection thereof. [*] shall consult
      with [*] in a timely manner concerning (i) scope and content of all patent
      applications within the PATENT RIGHTS prior to filing such patent
      applications, and (ii) content of and proposed responses to official
      actions of the United States Patent and Trademark Office and foreign
      patent offices during prosecution of any patent applications within the
      PATENT RIGHTS. For purposes of this Paragraph 6.1, "timely" shall mean
      sufficiently in advance of any decision by [*] or any deadline imposed
      upon written response by [*] so as to allow [*] to meaningfully review
      such decision or written response and also provide comments to [*] in
      advance of such decision or deadline to allow comments of [*] respect to
      the PATENT RIGHTS to be considered and incorporated into [*] decision or
      written response.

6.2   With respect to the filing of any patent application within the PATENT
      RIGHTS, or the prosecution of any patent application within the PATENT
      RIGHTS, or the maintenance of any patent within the PATENT RIGHTS, if [*]
      elects not to file for or continue prosecution of any such patent
      application or maintain any such patent,[*] shall promptly notify [*] in
      writing sufficiently in advance of any deadline to enable [*] to file for
      or continue prosecution of such patent application and/or maintain such
      patent, and in such event [*] (or its designee) may at its discretion
      pursue such filing, prosecution and/or maintenance of its own expense in
      [*] name.

                          VII. INFRINGEMENT AND DEFENSE

7.1   LICENSEE agrees, itself or through its designee, to use reasonable efforts
      generally to enforce the PATENT RIGHTS with respect to substantial
      continuing infringements of the PATENT RIGHTS within the LICENSED FIELD,
      by initiating legal action, sublicensing the infringing activities or
      otherwise. It is understood, however, that such obligation shall not be
      deemed to require LICENSEE to take such actions with respect to each such
      infringement, and LICENSEE may take into account reasonable strategic and
      other considerations in determining which infringers to take action
      against, as well as when and whether to do so. If LICENSEE or its designee
      commences an action to enforce the PATENT RIGHTS, LICENSEE shall have the
      right during the pendency of the action [*]. Any amounts recovered from
      third parties by LICENSEE or a SUBLICENSEE with respect to the PATENT
      RIGHTS in such action or proceeding shall be applied [*]

7.2   In the event that [*] does not fulfill its obligations under Paragraph 7.1
      above,[*] shall have the right to enforce the PATENT RIGHTS relating to
      infringement by such a substantial infringer on behalf of [*]; and in such
      event [*] shall have the right [*]. Any amounts recovered or received

      [*] 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.

                                       -8-
<PAGE>   9
      from third parties by [*] with respect to the PATENT RIGHTS in such
      action, proceeding or license shall be retained by [*].

7.3   In the event that LICENSEE, an AFFILIATE or SUBLICENSEE receives a claim
      from a third party alleging an infringement of intellectual property
      rights of a third party based upon the manufacture, sale or use of a
      LICENSED PRODUCT, LICENSEE shall have the right [*].

7.4   In any suit or dispute involving the enforcement or defense of PATENT
      RIGHTS, the parties shall cooperate fully, including without limitation,
      subject to the statutory authority of the Attorney General of the State of
      Texas as applicable to BOARD and MDA, by joining as a party plaintiff and
      executing such documents as the party prosecuting such suit, action or
      other proceeding may reasonably request, all at such requesting party's
      expense. Upon the request and at the expense of the party bringing suit,
      the other party shall make available to the party bringing suit at
      reasonable times and under appropriate conditions all relevant personnel,
      records, papers, information, samples, specimens, and the like which are
      in its possession.

                              VIII. PATENT MARKING

8.1   LICENSEE agrees that all packaging containing individual LICENSED
      PRODUCT(S), and documentation therefor, sold by LICENSEE, AFFILIATES and
      SUBLICENSEES of LICENSEE will be marked permanently and legibly with the
      number of the applicable patent(s) licensed hereunder in accordance with
      each country's patent laws, including Title 35, United States Code.

                               IX. INDEMNIFICATION

9.1   LICENSEE shall hold harmless and indemnify BOARD, SYSTEM, MDA, its
      Regents, officers, employees, students, and agents from and against any
      claims, demand, or causes of action whatsoever, including without
      limitation those arising on account of any injury or death of persons or
      damage to property, caused by, or arising out of, or resulting from, the
      exercise or practice of the license granted hereunder by LICENSEE or its
      officers, employees, agents or representatives.

9.2   BOARD shall, to the extent authorized under the Constitution and the laws
      of the State of Texas, hold LICENSEE harmless from liability resulting
      from the negligent acts or omissions of BOARD or MDA, their agents or
      employees pertaining to the activities to be carried out pursuant to the
      obligations of this AGREEMENT; provided, however, that BOARD shall not
      hold LICENSEE harmless from claims arising out of the negligence of
      LICENSEE, its officers, agents or any person or entity not subject to
      BOARD's or MDA's supervision or control.

                       X. USE OF BOARD AND COMPONENTS NAME

10.1              (A) In accordance with BOARD policy, LICENSEE shall not use
                  the name of BOARD, SYSTEM or BOARD, except as described in
                  10.1 (B), below.

      [*] 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.

                                       -9-
<PAGE>   10
      (B)(i)      LICENSEE may use the name of MDA, BOARD, or SYSTEM only when
                  indicating, as a factual matter, that MDA, BOARD, or SYSTEM is
                  a licensor of LICENSEE under this AGREEMENT and only in
                  connection with either or both of the following:

                  (a)   communications associated with LICENSEE's financing
                        activities; and

                  (b)   communications (other than promotions and
                        advertisements) directed to describing or responding to
                        inquiries concerning the business, technology, products,
                        services and associated activities of LICENSEE.

                  (c)   in all such communications, LICENSEE shall limit such
                        use, in substance, to stating that a LICENSED PRODUCT or
                        other LICENSED SUBJECT MATTER was invented by the
                        inventor thereof as an employee of MDA and/or that MDA
                        and/or BOARD is the licensor thereof. In no event shall
                        LICENSEE use the name of MDA, SYSTEM or BOARD in product
                        advertising or on product packaging or labels affixed to
                        any products. Communications in accordance with this
                        Section 10.1(B) shall not be deemed a breach of Section
                        6 of either of the RESEARCH AGREEMENTS.

         (ii)     LICENSEE may otherwise use the name of MDA, BOARD, or SYSTEM
                  when and as required by applicable law, rules and regulations,
                  or upon written consent of the party the use of whose name is
                  requested.

                          XI. CONFIDENTIAL INFORMATION

11.1  BOARD and LICENSEE each agree that all information contained in documents
      marked "confidential" which are forwarded to one by the other shall be
      received in strict confidence, used only for the purposes of this
      AGREEMENT, and not disclosed by the recipient party (except as required by
      law or court order), its agent or employees without the prior written
      consent of the other party, unless such information (a) was in the public
      domain at the time of disclosure, (b) later became part of the public
      domain through no act or omission of the recipient party, its employees,
      agents, successors or assigns, (c) was lawfully disclosed to the recipient
      party by a third party having the right to disclose it, (d) was already
      known by the recipient party at the time of disclosure, (e) was
      independently developed or (f) is required to be submitted to a government
      agency or as otherwise required by law. Notwithstanding the foregoing or
      any provision of the RESEARCH AGREEMENTS, LICENSEE may disclose any
      LICENSED SUBJECT MATTER comprising confidential information of BOARD to
      third parties pursuant to a reasonable confidentiality agreement, and
      otherwise as is reasonably necessary to exploit the LICENSED SUBJECT
      MATTER as contemplated in this AGREEMENT.


                                      -10-
<PAGE>   11
11.2  Each party's obligation of confidence hereunder shall be fulfilled by
      using at least the same degree of care with the other party's confidential
      information as it uses to protect its own confidential information. This
      obligation shall exist while this AGREEMENT is in force and for a period
      of three (3) years thereafter.

                                 XII. ASSIGNMENT

12.1  This AGREEMENT may not be assigned by LICENSEE without the prior written
      consent of BOARD; provided that, at any time after eighteen (18) months
      after the Effective Date, LICENSEE may assign this AGREEMENT without such
      consent to a party that acquires substantially all of the business or
      assets of LICENSEE to which this AGREEMENT pertains, so long as LICENSEE
      notifies BOARD and the assignee agrees in writing to be bound by the terms
      of this AGREEMENT.

                               XIII. DUE DILIGENCE

13.1  BOARD shall have a right [*] from the EFFECTIVE DATE to terminate the
      exclusivity of the license granted by BOARD to LICENSEE pursuant to
      Paragraph 4.1 in any national political jurisdiction within the LICENSED
      TERRITORY at any time upon written notice to LICENSEE if LICENSEE fails to
      provide written evidence,[*]; provided that termination of such
      exclusivity shall not occur unless and until a court of competent
      jurisdiction has determined in a suit filed by LICENSEE within [*].

                       XIV. TERM, TERMINATION, AND DEFAULT

14.1  The term of this AGREEMENT shall extend from the Effective Date set forth
      hereinabove to the full end of the term or terms for which PATENT RIGHTS
      have not expired and if only TECHNOLOGY RIGHTS are licensed and no PATENT
      RIGHTS are applicable, for a term of fifteen (15) years. Notwithstanding
      the above, upon the expiration, but not an earlier termination of this
      AGREEMENT, LICENSEE shall have a non-exclusive, fully paid-up right and
      license under the LICENSED SUBJECT MATTER to use and otherwise exploit the
      TECHNOLOGY RIGHTS.

14.2  This AGREEMENT will earlier terminate:

      (a)   upon the expiration of thirty (30) days written notice from BOARD if
            LICENSEE shall become bankrupt and/or if the business of LICENSEE
            shall be placed in hand of a receiver, assignee, or trustee, whether
            by voluntary act of LICENSEE or otherwise;

      (b)   (i) [*] written notice from BOARD if LICENSEE shall breach or
            default on the payment obligations of Article V, or use of name
            obligations of Article X; or (ii) upon [*] written notice if
            LICENSEE shall breach or default any other obligation under this
            AGREEMENT; provided, however, LICENSEE may avoid such termination if
            before the end of the applicable period LICENSEE notifies BOARD that
            such breach has been cured


      [*]   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.


                                      -11-
<PAGE>   12
            and states the manner of such cure. However, if LICENSEE disputes
            such breach in writing within such [*] period, BOARD shall not have
            the right to terminate this AGREEMENT unless and until a court of
            competent jurisdiction has determined, in a suit filed by LICENSEE
            within [*] period, that this AGREEMENT was materially breached, and
            LICENSEE fails to cure such breach within [*] after such
            determination;[*].

      (c)   In its entirety or as to any particular patent application or patent
            within the PATENT RIGHTS, upon LICENSEE's sixty (60) days prior
            written notice to BOARD. From and after the effective date of a
            termination under this Paragraph 15.2(c) with respect to a
            particular patent application or patent, such patent application and
            patent in the particular country shall cease to be within the PATENT
            RIGHTS for all purposes of this AGREEMENT. Upon a termination of
            this AGREEMENT in its entirety under this Paragraph 15.2(c), all
            rights and obligations of LICENSEE and BOARD shall terminate, except
            as provided below.

14.3  Upon termination of this AGREEMENT for any cause, nothing herein shall be
      construed to release either party of any obligation matured prior to the
      effective date of such termination. LICENSEE may, after the effective date
      of such termination, sell all LICENSED PRODUCT and parts therefore that it
      may have on hand at the date of termination, provided that it pays earned
      royalty thereon as provided in this AGREEMENT.

14.4  Articles IX, X, and XI, shall survive the expiration and any termination
      of this AGREEMENT. In addition, upon termination of this AGREEMENT, any
      and all existing sublicenses shall survive; provided that such
      SUBLICENSEES promptly agree in writing to be bound by the applicable terms
      of this AGREEMENT. Except as otherwise provided in this Article XV, all
      rights and obligations of the parties under this AGREEMENT shall terminate
      upon the expiration or termination of this AGREEMENT.

                                   XV. GENERAL

15.1  This AGREEMENT constitutes the entire and only AGREEMENT between the
      parties for LICENSED SUBJECT MATTER and all other prior negotiations,
      representations, agreements (including that certain PATENT AND TECHNOLOGY
      LICENSE AGREEMENT between the parties hereto executed on April 21, 1994
      but not approved by BOARD) and understandings are superseded hereby. No
      agreements altering or supplementing the terms hereof may be made except
      by means of a written document signed by the duly authorized
      representatives of the parties.


      [*]   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.


                                      -12-
<PAGE>   13
15.2  Any notice required by this AGREEMENT shall be given by prepaid, first
      class, certified mail, return receipt requested, and addressed in the case
      of BOARD to:

                                          BOARD OF REGENTS
                                          The University of Texas System
                                          201 West Seventh Street
                                          Austin, Texas 78701
                                          ATTENTION:  Office of General Counsel

      with a copy to:                     The University of Texas
                                          M.D. Anderson Cancer Center
                                          Office of Technology Development
                                          1020 Holcombe Boulevard, Suite 1405
                                          Houston, Texas  77030
                                          ATTENTION:  William J. Doty

      or in the case of LICENSEE to:      Intron Therapeutics, Inc.
                                          301 Congress, Suite 2025
                                          Austin, Texas 78701
                                          ATTENTION: Mr. David Nance

      with a copy to:                     Kenneth A. Clark, Esq.
                                          Wilson, Sonsini, Goodrich & Rosati
                                          650 Page Mill Road
                                          Palo Alto, California 94304

      or such other address as may be given from time to time under the terms of
      this notice provision.

15.3  LICENSEE shall comply with all applicable federal, state and local laws
      and regulations in connection with its activities pursuant to this
      AGREEMENT.

15.4  This AGREEMENT shall be construed and enforced in accordance with the laws
      of the United States of America and of the State of Texas.

15.5  Failure of BOARD to enforce a right under this AGREEMENT shall not act as
      a waiver of that right or the ability to later assert that right relative
      to the particular situation involved.

15.6  Headings included herein are for convenience only and shall not be used to
      construe this AGREEMENT.

15.7  If any provision of this AGREEMENT shall be found by a court to be void,
      invalid or unenforceable, the same shall be reformed to comply with
      applicable law or stricken if not so conformable, so as not to affect the
      validity or enforceability of this AGREEMENT.


                                      -13-
<PAGE>   14
      IN WITNESS WHEREOF, parties hereto have caused their duly authorized
representatives to execute this AGREEMENT.

THE UNIVERSITY OF TEXAS                   BOARD OF REGENTS OF THE
M.D. ANDERSON CANCER CENTER               UNIVERSITY OF TEXAS SYSTEM

By:   /s/ DAVID J. BACHRACH               By:   /s/ THOMAS G. RICKS
   ---------------------------------         -----------------------------------
      David J. Bachrach                         Thomas G. Ricks
      Executive Vice President                  Vice Chancellor for
      for Administration and Finance            Asset Management

APPROVED AS TO CONTENT:                         APPROVED AS TO FORM:

By:   /s/ WILLIAM J. DOTY                 By:   /s/ DUDLEY R. DOBIE, JR.
   ---------------------------------         -----------------------------------
      William J. Doty                           Dudley R. Dobie, Jr.
      Director, Technology Development          Manager, Intellectual Property

INTRON THERAPEUTICS, INC.

By:   /s/ DAVID G. NANCE
   ---------------------------------
      David G. Nance
      President


                                      -14-
<PAGE>   15
                                  ATTACHMENT A


Patent and technology rights for U.S. and Foreign Patent Application entitled:
[*]



[*]    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.
<PAGE>   16
                                    EXHIBIT 1

                                          OPTION AGREEMENT

                                          December 15, 1992

Mr. David Nance
Managing Partner
Texas Biomedical Development Partners
301 Congress Avenue, 14th Floor
Austin, Texas 78701

RE:   [*]

Dear Mr. Nance:

In accordance with our recent conversation, I am pleased to inform you that The
University of Texas M.D. Anderson Cancer Center (MDA) hereby extends an option
to Texas Biomedical Development Partners (TBDP) to negotiate a license to the
above captioned technology.

This option comprises a promise by MDA not to offer the above-cited technology
to others during a prescribed period of time and a promise to negotiate in good
faith for the grant of a license. It does not in any way constitute a license in
itself. This option is personal to and not assignable by TBDP.

If accepted by your signature below, this option will become active as of
December 10, 1992 and will expire on the latter of June 10, 1994 or within 90
days after completion of the Sponsored Research contemplated herein. If the
notice by TBDP to exercise their option to negotiate a license has not been
received by MDA by June 30, 1994, or 90 days after the completion of the
referenced sponsored research, then MDA will thereafter be free to seek other
prospective licenses for this technology with no further consideration due TBDP.

Should MDA receive written notification from TBDP exercising said option on or
before June 30, 1994, or 90 days subsequent to the completion of the referenced
sponsored research, the parties agree to negotiate a license to the captioned
matter in good faith, consistent with the attached form of agreement (Attachment
A hereto) and consistent with the following terms:

      [*]

Should TBDP exercise its option in the time and manner provided herein and
should TBDP and MDA fail to reach agreement on license terms by July 31, 1994,
then MDA will thereafter be free to seek other

[*] 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.
<PAGE>   17
Mr. David Nance                                                        EXHIBIT 1
December 15, 1992
Page 2

prospective licensees with no further consideration due TBDP, except MDA agrees
to use reasonable efforts to secure reimbursement of TBDP's direct costs
hereunder from said licensee.

It is agreed between the parties that the consideration for this option is [*]
option fee, plus a commitment of up to [*] for Phase I Clinical Trials and [*]
for basic research (subject to internal approval by MDA, approval by TBDP, and a
definitive Sponsored Research Agreement mutually agreed to and executed by the
parties) on the captioned matter. The [*] option fee, payable upon execution of
this Option Agreement by TBDP, will be applied by MDA as a credit against any
future payments for reimbursement of patent expenses due under a license
agreement subsequently entered into pursuant hereto. The option fee is only
refundable to TBDP in the event that MDA elects not to perform the referenced
research and thereby terminates this Option Agreement. MDA agrees to notify TBDP
of MDA's intention, if any, to terminate this Option Agreement within a
reasonable period of time.

If the provisions of this Option Agreement are satisfactory to you, then please
indicate your acceptance of these terms by signing and returning the enclosed
copy of this letter.

                                          Very truly yours,


                                          /s/ WILLIAM J. DOTY
                                          --------------------------------------
                                          William J. Doty
                                          Director, Technology Development

WJD:ipm

cc:   Jack A. Roth, M.D.
      Tapas Mukhopadhyay, Ph.D.
      Michael A. Tainsky, Ph.D.

AGREED TO BY TEXAS BIOMEDICAL DEVELOPMENT PARTNERS

By:   /s/ DAVID NANCE
   ------------------------------------
            David Nance
            Managing Partner

Date:       12-17-92

    [*] 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-
<PAGE>   18
                                    EXHIBIT 2

                                  June 17, 1993

Mr. William J. Doty
Director
Technology Development
The University of Texas
M.D. Anderson Cancer Center
1515 Holcombe Boulevard
Houston, TX 77030
FAX (713) 794-1356

      Re:       [ * ] and Option Agreement for "Methods and Compositions for
                Retroviral Vector Mediated Transduction", Jack A. Roth,
                M.D., et al., dated December 15, 1992.

Dear Bill:

      This is to inform you that Texas Biomedical Development Partners (TBDP)
wishes to exercise the above referenced options and to immediately begin
preparation of a License Agreements as contemplated in the Option Agreements.

      Further, TBDP wishes to assign its rights and responsibilities under the
respective Option Agreements and under the prospective License Agreements to new
corporations established to commercialize the technologies optioned and/or
supported by Sponsored Research Agreements with TBDP.

      Respecting the technologies and research associated with the laboratory of
[*]

      Respecting the technologies and research associated with the laboratory of
Dr. Roth, the new company is Intron Therapeutics Inc., a Delaware Corporation .

      If you have any questions please do not hesitate to call.

      I look forward to working with you to document and expedite the License
Agreements.

                                          Yours very truly,

                                          /s/ DAVID NANCE
                                          --------------------------------------
                                          David Nance
                                          Managing Partner


      [*] 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.
<PAGE>   19
                                    EXHIBIT 3

                               [SR 93-04 SPONSORED
                               RESEARCH AGREEMENT]
<PAGE>   20
                                    EXHIBIT 4

                          [CS 93-27 SPONSORED RESEARCH
                          AGREEMENT FOR CLINICAL STUDY]
<PAGE>   21
                                    EXHIBIT 5

                                November 26, 1993

Mr. Michael J. Best
Chief Financial officer
The University of Texas
M.D. Anderson Cancer Center
1515 Holcombe Boulevard
Houston, TX 77030

      RE:   Sponsored Research Agreement (SR93-04), "Development of Therapeutic
      Treatment and Prevention of Lung Cancer", and Sponsored Research Agreement
      (CS93-27), "Clinical Protocol for Modification of Oncogene and Tumor
      Suppressor Gene Expression in Non-Small Cell Lung Cancer (NSCLC)".


Dear Mr. Best:

Pursuant to Article 11 of the above referenced sponsored research agreements,
Texas Biomedical Development Partners herewith provides notification that it has
assigned substantially all of its business respecting the subject sponsored
research agreements to Intron Therapeutics, Inc.

Please contact me if you have any questions.

Sincerely,

/s/ DAVID NANCE
- -------------------
David Nance
Managing Partner

cc:   Jack A. Roth, M.D.
      William J. Doty
      Donna S. Gilberg, CPA