EXHIBIT 10.14

                          AQUILA BIOPHARMACEUTICALS, INC.
                         1996 EMPLOYEE STOCK PURCHASE PLAN


        I.   Purposes

             The purposes of this Aquila Biopharmaceuticals, Inc. 1996
        Employee Stock Purchase Plan (the "Plan") are to provide an
        incentive for Eligible Employees to continue devoting their best
        efforts to the success of the Corporation, and to afford Eligible
        Employees an opportunity to obtain a proprietary interest in the
        continued growth and prosperity of the Corporation through
        ownership of its Common Stock acquired in a convenient fashion.

        II.  Definitions

             Whenever used in this Plan, the following terms will have the
        indicated meanings:

        Alternative Offering Price:  85% of the Fair Market Value of
        Shares on the last day of the Purchase Period.

        Corporation:  Aquila Biopharmaceuticals, Inc. and such of its
        subsidiaries existing as of the date of adoption of this Plan or
        thereafter acquired (corporations in respect of which Aquila
        Biopharmaceuticals, Inc. owns, directly or indirectly, at least
        51% of the total issues and outstanding voting capital stock) as
        may be designated from time to time by its Board of Directors.

        Board of Directors:  the Board of Directors of the Corporation.

        Code:  the Internal Revenue Code of 1986, as amended.

        Committee:  the Compensation Commission of the Board of Directors
        of the Corporation, or such other committee of the Board,
        including the Board, which may succeed to all or substantially all
        of the duties and regulations of the Compensation Committee.

        Compensation:  the Eligible Employee's base salary in effect at
        the Date of Offering.

        Consummation Date:  the Consummation Date under the Plan of
        Reorganization of Cambridge Biotech Corporation under Chapter 11
        of the United States Bankruptcy Code confirmed by the United
        States Bankruptcy Court for the District of Massachusetts
        (Case No. 94-43054-JFQ).

        Date of Offering:  that day which has been specified by the
        Committee for any offering made under the Plan and which occurs
        within the first fifteen (15) days of each January after the
        Consummation Date during the term of the Plan.




        Eligible Employee:  any person (including any director) employed
        by the Corporation on a Date of Offering during the term of the
        Plan except:

                  (a)  any employee who, immediately after the grant of an
        option hereunder, would own (within the meaning of Section 424(d)
        of the Code) Shares (including shares which such employee may
        purchase under outstanding options) possessing 5% or more of the
        total combined voting power or value of all classes of the capital
        stock of the Corporation or a subsidiary of the Corporation;

                  (b)  any employee whose customary employment is 20 hours
        or less per week; or

                  (c)  any employee whose customary employment is for not
        more than five months in any calendar year.

        Fair Market Value.  If the Shares are publicly traded (i) in the
        over-the-counter market and not on the Nasdaq National Market nor
        on any national securities exchange, the closing bid price of the
        Common Stock on the trading day in question, as reported by Nasdaq
        or an equivalent generally accepted reporting service, or (ii) in
        the Nasdaq National Market or on a national securities exchange,
        then the closing sale price of the Common Stock in the National
        Market System or on the principal stock exchange on which it is
        listed on the trading day in question, as the case may be.  For
        purposes of clause (i) above, if trading in the Common Stock is
        not reported by Nasdaq, the bid price referred to in said clause
        shall be the lowest bid price as reported in the "pink sheets"
        published by National Quotation Bureau, Incorporated or the NASD
        Electronic Bulletin Board.  The closing price referred to in
        clause (ii) above shall be the last reported sale price or, in
        case no such reported sale takes place on such day, the average of
        the reported closing bid and asked prices, in either case in the
        Nasdaq National Market or on the national securities exchange on
        which the Common Stock is then listed.  If the Common Stock is not
        publicly traded, the fair value of the Common Stock as determined
        by the Board after taking into consideration all factors which it
        deems appropriate, including, without limitation, recent sale and
        offer prices of the Common Stock in private transactions
        negotiated at arm's length.

        Offering Price:  85% of the Fair Market Value of Shares on a Date
        of Offering.

        Purchase Period:  the period commencing on the Date of Offering
        and ending twelve (12) months after the Date of Offering.

        Shares:  shares of Common Stock, $.01 par value per share, of the
        Corporation.




        III. Scope of Plan

             Options to purchase Shares may be granted by the Corporation
        to Eligible Employees during the ten-year period commencing on the
        Consummation Date, but not more than 200,000 Shares shall be
        purchased pursuant to such options.  All employees granted options
        pursuant to the Plan shall have the same rights and privileges.
        The Shares delivered by the Corporation pursuant to the Plan may
        be treasury shares, newly issued shares, or both.

        IV.  Offerings

             Subject to the terms and conditions of the Plan the Board of
        Directors shall make an offering on a specified date during the
        first 15 days of January of each year after the Consummation Date
        to Eligible Employees to purchase Shares under the Plan; provided,
        however, that the Board of Directors may, in its discretion
        determine to make no offering in any given year.  The terms and
        conditions for each such offering shall specify the Date of
        Offering, the Offering Price, and the number of Shares that may be
        purchased thereunder.  During the Purchase Period, payroll
        deductions shall be made From the Compensation of Eligible
        Employees accepting an option under an offering hereunder.

        V.   Number of Shares Each Eligible Employee May Purchase

             A.   Subject to the provisions of the Plan, and as to any
        offering made hereunder, each Eligible Employee shall be offered
        an option to purchase that number of whole Shares which has on the
        Date of Offering an aggregate purchase price (determined on the
        basis of the Fair Market Value on the Date of Offering) equal to
        any whole percentage of his or her Compensation up to a maximum of
        5%, i.e., 1%, 2%, 3%, 4% or 5%.  However, the number of shares
        covered by the option may not be more than twice the number of
        shares calculated by dividing (i) the amount estimated to be in
        his or her contribution account on the last day of the Payment
        Period (based upon payroll deduction amounts declared on the Date
        of Offering) by (ii) the fair market value of the New Common Stock
        on the Date of Offering.  In the event such an option would
        involve the purchase of a fractional Share, the number of Shares
        which may be purchased shall be increased to the next whole
        number.

             B.   If Eligible Employees elect, in any one offering, to
        accept options to an extent which would result (if options were
        granted on that basis) in the granting of options for that
        offering to purchase more than the aggregate number of Shares
        specified by the Board of Directors for that offering, the
        Committee shall adjust such options on a pro rata basis so that
        the aggregate number of Shares subject to purchase under that
        offering does not exceed such specified number of Shares.

             C.   No Eligible Employee may be granted an option to
        purchase Shares which would permit his total rights to purchase




        Shares of the Corporation's capital stock under all employee stock
        purchase plans of the Corporation and its subsidiaries to accrue
        at a rate which exceeds $25,000 of fair market value of such stock
        (determined as of the date of grant of such option) for each
        calendar year during which any such option granted to such
        individual is outstanding at any time.

        VI.  Method of Participation

             A.   The Committee shall give notice to Eligible Employees of
        each offering of options to purchase Shares pursuant to the Plan
        and the terms and conditions for each offering.  Such notice shall
        specify the number of Shares which may be covered by the option to
        be offered to each Eligible Employee, the Offering Price, and such
        other information as the Committee may determine.

             B.   Each Eligible Employee who desires to accept all or any
        part of the option to Purchase Shares under an offering shall
        signify his election to do so in the form and manner prescribed by
        the Committee.  Each such Eligible Employee shall also authorize
        the Corporation, in the form and manner prescribed by the
        Committee, to make payroll deductions to cover the aggregate
        purchase price of those Shares in respect of which he has elected
        to accept an option. Such election and authorization shall
        continue in effect unless and until such Eligible Employee
        withdraws from the Plan or terminates his employment with the
        Corporation, as hereinafter provided.

             C.   The Corporation shall thereafter provide each Eligible
        Employee accepting an option under each offering a notice
        indicating the number of Shares covered by such option, the
        Offering Price, and any pro rata reduction in accordance with
        Paragraph 5.2.

             D.   Each Eligible Employee who does not wish to accept any
        part of an option to purchase Shares under an offering shall so
        signify in the form and manner prescribed by the Committee.  Such
        election not to accept any part of such option shall be
        irrevocable for such offering.

        VII. Payroll Deductions

             A.   The aggregate purchase price for those Shares as to
        which each Eligible Employee has elected to accept the option
        offered to him shall be deducted from his compensation during the
        Purchase Period specified in the offering through weekly or bi-
        weekly payroll deductions, as applicable, in substantially equal
        installments.  Such payroll deductions shall commence with the
        first applicable payroll period beginning in the month after the
        applicable Date of Offering, and shall continue until the last day
        of the Purchase Period.

             B.   In the event the payroll deductions of an Eligible
        Employee participating in the Plan are temporarily discontinued




        because of leave of absence, lay-off, temporary disability, or
        other similar reason, then the number of Shares subject to
        purchase under his option shall be automatically reduced to that
        number of whole Shares which his aggregate payroll deductions
        actually made within the Purchase Period is sufficient to
        purchase.  The balance of such payroll deductions, if any, shall
        be refunded to the Eligible Employee in cash, without interest.
        Notwithstanding the foregoing, however, such Eligible Employee
        may, prior to the conclusion of the Purchase Period, make a
        payment to the Corporation in one lump sum of an amount equal to
        the amount which was not subject to payroll deductions by reason
        of the temporary discontinuance thereof and in that event, such
        Eligible Employee shall then be entitled to purchase the total
        number of Shares for which he has accepted an option.

        VIII.     Right to Withdraw

             A.   An Eligible Employee who has accepted an option to
        purchase Shares may, at any time prior to his last regular payroll
        deduction thereunder, direct the Corporation to make no further
        deductions from his Compensation with respect to such option, or
        may cancel the entire option.  Upon either of such actions, all
        payroll deductions with respect to such option shall cease.  If
        the employee has directed that payroll deductions be discontinued,
        any sums theretofore deducted in respect of the offering shall be
        retained by the Corporation until the end of the Purchase Period,
        at which time there shall be issued to the employee the number of
        whole Shares which can be purchased with the sum deducted and any
        remaining balance of the sum shall be paid to him in cash, without
        interest.  If the employee has canceled his option, the
        Corporation shall refund in cash, without interest, all amounts
        credited to the account of such employee with respect to the
        applicable offering.

             B.   Notification of an Eligible Employee's election to
        terminate deductions, or to cancel an option, shall be made by the
        filing of an appropriate notice to such effect with the Committee.

        IX.  Termination of Employment

             A.   In the event the employment of an Eligible Employee who
        has accepted an option to purchase Shares is terminated prior to
        his final payroll deduction hereunder because of death, total and
        permanent disability, or retirement at or after age 65 or earlier
        with the consent of the Corporation, he or his legal
        representative, as applicable, may either:

                  (1)  cancel his option, in which event the Corporation
        shall refund in cash, without interest, all amounts credited to
        his account under all offerings in which he is participating under
        the Plan; or

                  (2)  elect to receive at the conclusion of each
        applicable Purchase Price that number of whole Shares which his




        payroll deductions actually made are sufficient to purchase, plus
        the balance of such payroll deductions, if any, in cash, without
        interest.

             B.   The election of an Eligible Employee or his legal
        representative, as applicable, pursuant to Paragraph 9.1 above,
        shall be made within three months after the event causing the
        termination of employment and within 27 months after the Date of
        Offering.  Notification of the election shall be filed with the
        Committee, in the event no notification has been filed within the
        prescribed period, the Corporation shall act in accordance with
        the Paragraph 9.1(a) above.

             C.   In the event the employment of an Eligible Employee who
        has accepted an option to purchase Shares is terminated for any
        reason other than those specified in Paragraph 9.1, the
        Corporation shall refund in cash, without interest, all amounts
        credited to his account under all offerings in which he is
        participating under the Plan.

        X.   Exercise of Option and Purchase of Shares

             A.   As of the last day of the Purchase Period of each
        offering the Committee shall determine the Alternative Offering
        Price.  Unless an Eligible Employee who has accepted an option
        under the offering has subsequently withdrawn from the offering
        pursuant, to Paragraph 8 hereof, his option shall be deemed to
        have been exercised as of the last day of the applicable Purchase
        Period and become on such date an irrevocable obligation to
        purchase Shares in accordance with the provisions of the Plan.
        The number of whole Shares so purchased by each such Eligible
        Employee shall be determined by dividing the amount accumulated in
        his account by payroll deductions during the Purchase Period by
        the lower of either the Offering Price or the Alternative Offering
        Price rounded down to a whole number of Shares.  As soon as
        practicable thereafter, certificates for the number of whole
        Shares, determined as aforesaid, purchased by each Eligible
        Employee shall be issued to him.  Any balance remaining in the
        account of an Eligible Employee shall be refunded to him, without
        interest.

             B.   In the event that, with respect to any offering
        hereunder, the Alternative Offering Price is lower than the
        Offering Price to such an extent that Eligible Employees
        participating in the offering become entitled to purchase more
        Shares than were originally subscribed for by all Eligible
        Employees accepting options under such offering, the Committee
        shall apportion the aggregate Shares available for purchase under
        the offering among Eligible Employees participating in the
        offering on a pro rata basis in accordance with the number of
        Shares actually subscribed for by each such Eligible Employee, and
        any amount remaining in the accounts of Eligible Employees shall
        be refunded in cash, without interest.




        XI.  Rights as a Stockholder

             An Eligible Employee who has accepted an option to purchase
        Shares under the Plan shall not be entitled to any of the rights
        or privileges of a shareholder of the Corporation, including the
        right to receive any dividends which may be declared by the
        Corporation until such time as he has actually paid the purchase
        price for such Shares and certificates have been issued to him in
        accordance with Paragraph 10 hereof.

        XII. Rights Not Transferable

             An Eligible Employee's rights under the Plan are exercisable,
        during his lifetime, only by him and may not be sold, pledged,
        assigned, or transferred in any manner other than by will or the
        laws of descent and distribution.  Any attempt to sell, pledge,
        assign, or transfer such rights shall be void and shall
        automatically cause the option held by the Eligible Employee to be
        terminated.  In such event, the Corporation shall refund in cash,
        without interest, all amounts credited to the account of such
        Eligible Employee in all offerings under the Plan.

        XIII.     Administration of the Plan

             A.   The Plan shall be administered by the Committee, which
        is authorized to make such uniform rules as may be necessary to
        carry out its provisions.  The Committee shall determine any
        questions arising in the administration, interpretation, and
        application of the Plan, which may be made on a uniform or a case
        by case basis, as the Committee determines appropriate and all
        such determinations shall be conclusive and binding on all
        parties.

             B.   If any option granted under the Plan shall lapse or
        terminate, the number of Shares as to which such option shall have
        lapsed or terminated shall become available for sale under the
        Plan.

        XIV. Adjustment Upon Changes in Capitalization

             In the event of any change in the Shares of the Corporation
        by reason of stock dividends, split-ups, corporate separations,
        recapitalizations, mergers, consolidations, combinations,
        exchanges of Shares and the like, the aggregate number and class
        of Shares available under the Plan and the number and class of
        Shares under option but not yet issued under the Plan shall be
        adjusted appropriately, provided, however, that no adjustment
        shall be made which would result in a modification of the options
        granted hereunder and thereby disqualify the Plan as an employee
        stock purchase plan under the provisions of Section 423 of the
        Code.




        XV.  Registration of Certificates

             Stock certificates may be registered in the name of the
        Eligible Employee, or, if he so designates, in his name jointly
        with his spouse, with right of survivorship.

        XVI. Amendment of Plan

             The Board of Directors may at any time amend the Plan in any
        respect except that, without the approval of a majority of the
        Shares of me Corporation's capital stock then issued and
        outstanding and entitled to vote, no amendment shall be made which
        would require the approval of stockholders under the terms of the
        Code in order for the Plan to continue to qualify as an employee
        stock purchase plan under Section 423 thereof, or any successor
        provision.

        XVII.     Termination of the Plan

             A.   The Plan and all rights of Eligible Employees in any
        offering hereunder shall terminate at the earliest of: (i) the
        conclusion of the last Purchase Period authorized herein; or
        (ii) the day that Eligible Employees participating in offerings
        under the Plan become entitled to purchase a number of Shares
        equal to or greater than the number of Shares remaining available
        for purchase; or (iii) such earlier date as it may be terminated
        at the discretion of the Board of Directors.

             B.   Upon termination of the Plan, Shares shall be issued to
        Eligible Employees, and cash, if any, remaining in the accounts of
        the Eligible Employees shall be refunded to them as if the Plan
        were terminated at the end of a Purchase Period.

        XVIII.    Governmental Regulations and List

             All rights granted or to be granted to Eligible Employees
        under the Plan are expressly subject to all applicable laws and
        regulations and to the approval of all governmental authorities
        required in connection with the authorization, issuance, sale, or
        transfer of the Shares reserved for the Plan including, without
        limitation, (i) there being a current registration statement of
        the Corporation covering the offer of Shares purchasable under
        options on the last day of the Purchase Period applicable to such
        options, and if a registration statement shall not than be
        effective the term of such options and the Purchase Price shall be
        extended until the first business day after the effective date of
        such registration statement, or post-effective amendment thereto,
        or (ii) there being an exemption from such registration.

        XIX. Miscellaneous

             A.   The Plan shall not become effective unless and until it
        has been approved in the manner prescribed by law.




             B.   The Plan shall not be deemed to constitute a contract of
        employment between the Corporation and any Eligible Employee, nor
        shall it interfere with the right of the Corporation to terminate
        any Eligible Employee and treat him without regard to the effect
        which such treatment might have upon him under the Plan.

             C.   No option shall be granted hereunder, nor shall the Plan
        be interpreted in such a manner, which could cause the Plan or any
        options issued hereunder to fail to qualify under Section 423 of
        the Code.

             D.   The Plan shall be construed and its provisions enforced
        and administered in accordance with the laws of the State of
        Delaware.

        XX.  Effective Date

             The effective date of the Plan shall be the Consummation
        Date.




        Approved by the Board of Directors:      October 28, 1996