##### 



Exhibit 10.18(d) EMPLOYMENT AGREEMENT This EMPLOYMENT AGREEMENT (Agreement) is made as of the first day of
August, 2003, between Introgen Therapeutics, Inc., a Delaware corporation (the
Company), and David G. Nance (the Employee). BACKGROUND The Company was founded in 1993, and is in the business of developing and
commercializing treatments for cancer. Employee has served as President and
Chief Executive Officer since formation of the Company. The Board of Directors
of the Company (the Board) has determined that Employees continued service
as President and Chief Executive Officer is in the best interest of the
Company. Employee desires to continue service in those capacities. Therefore,
in consideration of the compensation to be paid Employee hereunder, and the
covenants of Employee set forth herein, the parties hereto have entered into
this Agreement. AGREEMENT 1. Employee Duties. The Company will continue employment of the Employee
as its President and Chief Executive Officer for the Term (as hereinafter
defined), with such responsibilities and duties as the Board of Directors may
from time to time determine, consistent with such job title. The Employee
shall devote such time as is reasonably necessary to the performance of his
responsibilities and duties hereunder; provided, however, that nothing herein
contained shall restrict the Employee from serving as a consultant to and/or
acting as a director or officer of other entities not in competition with the
Company. The Company acknowledges that as of the date of this Agreement
Employee has numerous outside business interests and activities, including
serving as president of Domecq Technologies, Inc., president of Technology
Capital Corporation, trustee of several private and charitable trusts and
foundations, president of DGX Corporation, Domecq Sebastian Holdings, partner
(as Trustee) of Texas Biomedical Development Partners and its successors,
service in several outside directorships and management of assets including but
not limited to securities and real estate. Through those entities and
otherwise Employee is and will continue to be active outside the Company in the
areas of biotechnology, pharmaceuticals, research and development, medical
technology, and healthcare. The Company agrees that Employee may continue
these and other similar activities throughout the term, provided that such
activities do not violate the provisions of this Agreement. 2. Salary and Bonuses. Employee will receive an aggregate base salary at
the rate of $476,000 per annum during the Term; provided that the Compensation
Committee of the Company will review Employees base salary at least annually
to ensure that it will be consistent with the compensation paid by other public
biotechnology companies to their Chief Executive Officers with comparable
duties and responsibilities. Installments of base salary shall be paid not
less frequently than bi-weekly. Employee will also receive bonuses in the form
of money, stock options, restricted stock, or other consideration as may be
determined from time to time by the Compensation Committee. It is anticipated
that Employee will, at a minimum, participate in regular milestone option
grants to Company officers. 3. Other Fringe Benefits. Employee will receive the following benefits
during the Term of Employment: 401K plan and stock option plan participation,
comprehensive health, accident, major medical, disability and life insurance
protection in accordance with the general policies of the Company as in effect
from time to time. 4. Reimbursement of Expenses. The Company shall reimburse Employee for
all reasonable, ordinary and necessary expenses incurred by him in the
performance of his duties hereunder, provided that Employee accounts to the
Company therefore in the manner prescribed by the Company for reimbursement of
Employees expenses. 5. Vacation. Employee shall be entitled to a reasonable number of
vacation days each year, and in any event shall receive at least as many
vacation days as allowed any other Company Employee. Unused vacation days may
be accumulated from year to year. 6. Term of Agreement. The term of this Agreement will commence on August
1, 2003, and continue until July 31, 2006 (Initial Term), and will thereafter
continue from year-to-year unless: (i) either party notifies the other in
writing prior to the end of the Initial Term, or prior to the end of any twelve
month period thereafter, that such party wishes to terminate this Agreement at
the end of such Initial Term or other period; or (ii) earlier termination
occurs pursuant to Section 7. E-1




---



##### 



7. Termination of Employment. 7.1 Termination for Cause. The Company may terminate Employees
employment only for Cause. A termination for Cause is a termination
evidenced by a finding adopted in good faith by the Board that Employee (i)
willfully and continually failed to substantially perform his duties with the
Company (other than a failure resulting from Employees incapacity due to
illness, physical or mental disability or other incapacity) and such failure
continues after the Board has given written notice that Employee has failed to
perform his duties, (ii) has been convicted of a felony, (iii) has breached
this Agreement in any material respect if such breach is not cured or remedied
reasonably promptly after the Board has given written notice to Employee
providing a reasonable description of the breach, or (iv) engaged in conduct
constituting willful malfeasance in connection with his employment which is
materially and demonstrably injurious to the Company and its subsidiaries taken
as a whole, or (v) has been barred by the Securities Exchange Commission or any
court or agency having jurisdiction from serving as an officer of a publicly
traded company. No act, or failure to act, on Employees part, shall be
considered willful for purposes of (i) or (iv) above unless he has acted or
failed to act with an absence of good faith and without a reasonable belief
that his action or failure to act was in the best interests of the Company.
Notwithstanding anything contained in this Agreement to the contrary, no
failure to perform by Employee after Notice of Termination (as hereinafter
defined) is given by Employer shall constitute Cause for purposes of this
Agreement. Termination for Cause shall be by action of the Board after giving
Employee and his legal advisor an opportunity to meet with the Board, contest
the basis for termination, and to demonstrate that Employees continued
employment is in the best interests of the Company. 7.2 Termination by Employee. In the event that Employees
responsibilities, job title, or authority are materially altered by Employer,
then Employee may terminate this Agreement at any time. 7.3 Effect of Termination. (i) If Employees employment hereunder shall be terminated by the Company
for Cause pursuant to Section 7 hereof, this Agreement shall forthwith
terminate except that Employees obligations under Section 9 shall continue
unaffected. (ii) If Employees employment hereunder shall be terminated by the Company
other than for Cause, Employees obligations under Section 9 shall terminate
and the Company shall pay to the Employee all compensation otherwise payable to
the Employee hereunder to the same extent as if this Agreement had not been
terminated. (iii) If Employees employment hereunder is terminated by Employee
pursuant to Section 7.2, then all of Employees obligations and compensation
hereunder shall cease except that Employee shall be entitled to receive all
compensation accrued under Section 2, 3, 4 and 5 but unpaid as of the date of
termination. 8. Death of Employee. If Employees employment hereunder shall terminate
because of his death, this Agreement shall forthwith terminate, except that
Employees personal representative shall be entitled to receive all
compensation accrued in favor of Employee under Sections 2, 3, 4, and 5 but
unpaid as of the date of death. All rights of Employees personal
representative to receive any further compensation hereunder or under any other
plan, arrangement or procedure of the Company shall terminate, to the extent
not theretofore vested, except for any rights which arise by virtue of
Employees death under any such plan, arrangement or procedure. 9. Non-Compete. 9.1 Non-Competition. Employee agrees that he will not during the Term of
this Agreement engage in, or otherwise directly or indirectly be employed by,
or act as a consultant or lender to, or be a director, officer, employee, owner
or partner of, any other business or organization that is now or shall
hereafter be competing with the Company. Subject to the foregoing, the Company
acknowledges that Employee may continue to serve in the capacities and
participate in the activities outside the Company described in Section 1 hereof
and similar capacities and activities, and that such participation will not
constitute prohibited competition hereunder. 9.2 Nondisclosure of Confidential Information. (a) Employee shall not,
without the prior written consent of the Company, divulge, or disclose to any
other person, firm, partnership, corporation or other entity any Confidential
Information pertaining to the business of the Company, except (i) while
employed by the Company, in the business of and for the benefit of the
Company, or (ii) when required to do so by a court of competent jurisdiction,
by any governmental agency having supervisory authority over the business of
the Company, or by any administrative body or legislative body (including a
committee thereof) with purported or apparent jurisdiction to order Employee to
divulge, or disclose such information. For purposes of this Section 10(a), E-2




---



##### 



Confidential Information shall mean non-public information concerning
the Companys financial data, strategic business plans, product development (or
other proprietary product data), customer lists, marketing plans or other
non-public, proprietary and confidential information of the Company, in each
case which is not otherwise available to the public. 9.3 Breach of Section 9. Since a breach of the provisions of this Section
9 could not be adequately compensated by money damages, the Company shall be
entitled, in addition to any other right and remedy available to it, to an
injunction restraining such breach or threatened breach. Employee agrees that
the provisions of this Section 9 are necessary and reasonable to protect the
Company in the conduct of its business. If any restriction contained in this
Section 9 shall be deemed to be invalid, illegal, or unenforceable by reason of
the extent, duration, or geographical scope thereof, or otherwise, then the
court making such determination shall have the right to reduce such extent,
duration, geographical scope, or other provisions hereof, and in its reduced
form such restrictions shall then be enforceable in the manner contemplated
hereby. 10. Warranties and Representations of the Employee. The Employee warrants
and represents that the Employee is not subject to any agreement, contract,
judgment, decree or limitation the effect of which would prohibit, limit or
otherwise restrict the employment of the Employee by the Company pursuant to
the terms of this Agreement. 11. Notices. All notices, requests, consents and other communications
required or permitted to be given hereunder, shall be in writing and shall be
deemed to have been duly given if delivered personally or sent by prepaid
telegram, or mailed first-class, postage prepaid, by registered mail (notices
sent by telegram or mailed shall be deemed to have been given on the date
sent), as follows (or to such other address as either party shall designate by
notice in writing to the other in accordance herewith): If to the Employee: David G. Nance
8203 Scenic Ridge Cove
Austin, Texas 78731 If to the Company: Introgen Therapeutics, Inc.
301 Congress Avenue, Suite 1850
Austin, Texas 78701 12. Governing Law. This Agreement shall be governed by and construed and
enforced in accordance with the local laws of the State of Texas applicable to
agreements made and to be performed entirely in such state. The parties agree
that this Agreement is performable in Travis County, Texas, and that venue of
any action concerning this Agreement shall lie in Travis County, Texas. 13. Headings and Captions. The section headings contained herein are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement. 14. Entire Agreement. This Agreement sets forth the entire agreement and
understanding of the parties relating to the subject matter hereof, and
supersedes all prior agreements, arrangements, and understandings, written or
oral, relating to the subject matter hereof. No representation, promise or
inducement has been made by either party that is not embodied in this
Agreement, and neither party shall be bound by or liable for the alleged
representation, promise or inducement not so set forth. 15. Amendments: No Waivers. This Agreement may be amended, modified,
superseded, cancelled, renewed or extended and the terms or covenants hereof
may be waived only by a written instrument executed by both of the parties
hereto, or in the case of a waiver, by the party waiving compliance. The
failure of either party at any time or times to require performance of any
provision hereof shall in no manner affect the right at a later time to enforce
the same. No waiver by either party of the breach of any term or covenant
contained in this Agreement, whether by conduct or otherwise, in any one or
more instances, shall be deemed to be, or construed as, a further or continuing
waiver of any such breach, or a waiver of the breach of any other term or
covenant contained in this Agreement. E-3




---



##### 



IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written. COMPANY:
    
    INTROGEN THERAPEUTICS, INC.By:
    
    /s/ James W. Albrecht, Jr.James W. Albrecht, Jr.
Vice President and Chief Financial OfficerEMPLOYEE:
    
    /s/ David G. NanceDavid G. Nance
 E-4