<PAGE>
                                                                   Exhibit 10.84


*Certain confidential information contained in this document, marked by
brackets, has been omitted and filed with the Securities and Exchange Commission
pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.

                                    AGREEMENT

         Agreement ("AGREEMENT"), effective as of April 1, 1994 ("Effective
Date"), by and between the COULTER CORPORATION, a Delaware for-profit
corporation (on its own behalf and as a successor in interest to COULTER
ELECTRONICS, INC., an Illinois corporation), having its principal place of
business at 11800 S.W. 147th Avenue, Miami, Florida 33196 ("COULTER") and the
DANA-FARBER CANCER INSTITUTE, INC., a Massachusetts not-for-profit corporation
having its principal place of business at 44 Binney Street, Boston,
Massachusetts 02115 ("DFCI").

                                   WITNESSETH:

         WHEREAS, DFCI undertakes basic biological research in order to
understand and develop strategies to address the pathogenesis of cancer and
other human diseases; and

         WHEREAS, COULTER utilizes new scientific discoveries from DFCI and
elsewhere to serve humanity by developing commercial products for use by
research scientists and for the diagnosis and treatment of diseases; and

         WHEREAS, COULTER and DFCI have a longstanding and mutually beneficial
research and development collaboration involving DFCI's Division of Tumor
Immunology under the direction of Dr. Stuart F. Schlossman as memorialized in a
series of Prior Agreements having effective dates as of July 23, 1981, March 1,
1983, April 28, 1983, and April 1,1987; and

         WHEREAS, under said collaboration, COULTER has provided funds to the
Division to support basic biological research and the Division, through the
scientific expertise of its faculty, in turn has made available to COULTER
biological reagents having potential commercial significance in laboratory
research, diagnostic and therapeutic applications; and

         WHEREAS, in the course of their collaboration, the parties have
recognized that the Prior Agreements, should be clarified, certain terms thereof
renegotiated and the process formalized by which Technologies are made available
to, and evaluated by, COULTER, all in order to better effectuate the goals of
the relationship; and

         WHEREAS, the Prior Agreements have been made subject to a Settlement
Agreement between COULTER, DFCI and the Johnson and Johnson Company; and

         WHEREAS, COULTER and DFCI believe that the public interest is best
served by continuing their research and development collaboration so that
scientific inquiry is promoted and new products having laboratory research,
diagnostic and therapeutic utility are expeditiously brought to the marketplace;
and

         WHEREAS, the legal relationships between the parties can best be
affirmed through a rescission of the Prior Agreements and the execution of a new
contract, each transaction being founded upon independent consideration the
adequacy of which is hereby acknowledged;

         NOW, THEREFORE, in consideration of the mutual covenants herein
contained and intending to be legally bound hereby, the parties hereto agree as
follows:


<PAGE>


                            ARTICLE I - Definitions

         1.1 "Affiliate" shall mean any corporation or other business entity
controlled by, controlling, or under common control with COULTER. For this
purpose "control" means direct or indirect beneficial ownership of greater than
fifty percent (50%) interest in the income or stock of such corporation or other
business.

         1.2 "Division" shall mean the Division of Tumor Immunology at DFCI.

         1.3 "Field of Use" shall mean the application(s) of a Technology to be
used by COULTER such as laboratory research, diagnostics and/or therapeutics.

         1.4 "Licensing Agreement" shall mean the contractual document attached
hereto as Appendix A which is an integral part of this AGREEMENT and which,
together with the terms hereof related to the licensing of any and all
technology between DFCI and COULTER from the Division, will memorialize such
transfer of technology between the parties.

         1.5 "Net Sales" shall mean [*]

             (a)    [*]

             (b)    [*]

             (c)    [*]

             (d)    [*]

         1.6 "Prior Agreements" shall mean those contracts between COULTER (or
its corporate predecessors) and DFCI related to financial support of research
under the direction of Dr. Schlossman in return for which COULTER would receive
intellectual property rights and tangible research properties such as, but not
limited to, cell lines and monoclonal antibodies, said agreements having
effective dates as of July 23, 1981, March 1, 1983, April 28, 1983 and April 1,
1987.

         1.7 "Program Areas" shall include [*]

         1.8 "Program Projects" shall mean research projects undertaken by
members of the Division within a Program Area as delineated in Section 3.2
hereof [*].

         1.9 "Right of First Look" shall have the meaning delineated in Section
6.4 hereof.

         1.10 "Dr. Schlossman" shall mean Dr. Stuart F. Schlossman, M.D., the
Baruj Benacerraf Professor of Medicine at the Harvard Medical School and
Dana-Farber Cancer Institute and Chief, Division of Tumor Immunology at the
Dana-Farber Cancer Institute.

         1.11 "Settlement Agreement" shall mean a contract between COULTER,
DFCI, and Johnson and Johnson Company, with an effective date of March 31, 1992
memorializing the resolution of a dispute related to inventions developed within
the Division.

         1.12 "Sublicensee" shall mean any corporation, partnership or business
organization which is not an Affiliate of COULTER, but to whom COULTER transfers
know-how, rights or products, to enable said party to sell products
incorporating Technology which COULTER has licensed from DFCI.



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         1.13 "Technology" shall mean [*].

                  ARTICLE II - Rescission of Prior Agreements

         2.1 The parties hereby rescind the Prior Agreements and substitute in
their place this AGREEMENT as of the Effective Date. The remaining financial
obligations owed to DFCI by COULTER under the Prior Agreements [*] which shall
be paid by July 1, 1994. The parties hereby acknowledge that there are no
further research support payments due under the Prior Agreements.

         2.2 Notwithstanding the foregoing Section 2.1 and as long as it pays
royalties as are herein contained, COULTER shall retain the right to make, have
made, use and sell all Technology developed within the Division which has
already been offered to, and accepted by, COULTER pursuant to one or more of the
Prior Agreements.

         2.3  (a) Except for a therapeutic Technology identified as [*] which
                  was disclosed to COULTER in 1989 and which is to be licensed
                  to a third party subject only to COULTER's rights pursuant to
                  Section 6.3 hereof, technologies developed in the Division
                  which have been made available to COULTER under the Prior
                  Agreements, but to which COULTER has not exercised its option
                  rights, shall be subject to the [*] option rights and
                  review process as contained in Subparagraph 2.3(b) hereof
                  Technologies disclosed to COULTER prior to the Effective Date
                  of the Settlement Agreement shall not be subject to the
                  Settlement Agreement.

              (b) In order to fulfill the purpose of subsection 2.3(a) hereof;
                  COULTER and Dr. Schlossman agree to inventory their records
                  and all reagents transferred between COULTER and the Division,
                  such inventory to be undertaken within six (6) months of the
                  Effective Date hereof ending on September 30, 1994. A listing
                  of any Technologies subject to Subsection 2.3(a) shall be
                  given to the Corporate Counsel for COULTER and the General
                  Counsel of DFCI. COULTER shall then have an [*]. Any licensing
                  of Technologies [*], herein provided.

             (c)  Within six (6) months of the Effective Date, COULTER shall
                  provide a list of all Technologies it has accepted under one
                  or more of the Prior Agreements, together with a brief
                  description of its commercialization efforts related thereto,
                  so that each party will have a complete documentary record of
                  prior exchanges of Technology.

                  ARTICLE III - Program Areas/Program Projects

         3.1 The parties agree that research in Program Projects will be
undertaken within Program Areas in the Division, such research to be supported
in whole or in part with funds from COULTER. COULTER financial support for
Program Projects within the Division may be supplemented only with funds from
public agencies such as the National Institutes of Health, private foundations,
not-for-profit organizations unaffiliated with commercial entities, unrestricted
institutional support from DFCI, any royalty income received by the Division
which


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<PAGE>

Dr. Schlossman elects to direct to said Program Projects and any other funding
which COULTER, DFCI and Dr. Schlossman mutually agree in writing is an
appropriate source of support which does not give rise to conflicting
intellectual property rights with another commercial entity. Dr. Schlossman
shall use good faith efforts to direct any royalty income received by the
Division which is derived from COULTER sales to the Program Areas herein
designated.

         3.2 The Program Areas and Program Projects which are eligible for
COULTER funding within the Division are as follows:

         (a)      Program Areas - [*]

                  (1)      Program Projects -

                           [a]      [*]
                           [b]      [*]
                           [c]      [*]
                           [d]      [*]
                           [e]      [*]
                           [f]      [*]
                           [g]      [*]

         (b) Program Area - [*]

                  (1)      Program Projects -

                           [a]      [*]
                           [b]      [*]
                           [c]      [*]
                           [d]      [*]
                           [e]      [*]

         (c) Program Area - [*]

(1)      Program Projects -

                           [a]      [*]
                           [b]      [*]
                           [c]      [*]
                           [d]      [*]


         (d)      Such other Program Projects or other Program Areas as may from
                  time to time be included within the terms of this AGREEMENT by
                  mutual agreement of the parties, as manifested by written
                  amendment hereof.


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<PAGE>

         (e)      COULTER acknowledges that rights to [*]

         3.3 Dr. Schlossman will use all reasonable efforts to develop Program
Projects within the Division as identified in Section 3.2 hereof utilizing
financial support from COULTER and further complemented by financial support as
delineated in Section 3.1 hereof. [*] Dr. Schlossman shall provide COULTER's
Director of Immunology and the General Counsel of DFCI a list of all Program
Projects for which COULTER funding is being utilized.

          3.4 Dr. Schlossman ordinarily will direct COULTER funding to a
particular Program Project for multiple years in order to maintain scientific
continuity, but in his judgement and upon discussion with representatives
designated by COULTER, he may redirect such funds to other Program Projects in
order to most effectively promote the research and development objectives of the
parties.

            ARTICLE IV - Research Funding and Provision of Reagents

         4.1 COULTER agrees to provide total annual funding to the Division in
the amount of [*], to be paid quarterly in arrears. [*] DFCI, acting through Dr.
Schlossman, agrees to accept such funding and direct its use to the support of
some or all of said Program Projects. Such funding will support research in the
Program Projects delineated in Section 3.2 for [*].

         4.2 COULTER shall [*].

         4.3 The payments made hereunder shall [*].

         4.4 Upon request by Dr. Schlossman [*] in laboratory research in the
Program Areas.

                             ARTICLE V - Reporting

         5.1 DFCI shall, through the efforts of Dr. Schlossman, provide COULTER
with a written report on a quarterly basis with respect to Program Projects
being funded by COULTER as well as a summary of findings of interest in other
Program Projects and generally of activities in Program Areas. At least once per
year, Dr. Schlossman will meet personally with COULTER representatives at the
company's headquarters in Florida to provide an oral report on such matters.

         5.2 To the extent that he or other staff members within the Division
are not otherwise obligated, Dr. Schlossman may inform COULTER in such quarterly
reports of developments within the Division but outside of the Program Areas
described in Section 3.2 hereof which may be of commercial interest to COULTER.

         5.3 Upon expiration or termination of this AGREEMENT, DFCI shall,
through the efforts of Dr. Schlossman provide COULTER's Director of Immunology
with a final report on Program Projects which have been funded by COULTER and a
summary of findings of interest in other Program Projects, and more generally,
in Program Areas. In addition, Dr. Schlossman


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<PAGE>

shall provide an inventory of
intellectual property developed within the Division to which COULTER has rights,
or has exercised rights, pursuant to ARTICLE VI, hereof.

                   ARTICLE VI - Intellectual Property Rights

         6.1 (a) DFCI shall have [*]; provided however COULTER shall have [*].

             (b) [*]

             (c) Dr. Schlossman and other members of the Division shall [*]
                 COULTER'S investigators shall [*].

         6.2 Subject to Sections 2.3 and 3.2 hereof COULTER shall have [*]. With
respect to certain Technologies which may be developed, [*].

         6.3 If COULTER waives its rights under Section 6.2 hereof [*]. COULTER
shall acknowledge its waiver of rights in writing by executing a letter
agreement which shall be prepared by DFCI requesting such waiver. The letter
agreement shall include [*].

         6.4 With respect to any Technology which arises from Program Projects
where no COULTER funding has been utilized, [*].

         6.5 From time to time, Dr. Schlossman may identify and disclose
confidentially to COULTER additional Technologies made in the Division which are
not otherwise subject to COULTER's rights under either Section 6.2 or 6.4
hereof. DFCI may license such Technologies to COULTER either pursuant to the
terms herein delineated or such other terms as the parties may agree.

         6.6 COULTER shall have the right to sublicense Technologies licensed
hereunder subject to the approval of DFCI, such approval not to be unreasonably
withheld; except to the extent that [*]



                            ARTICLE VII - Royalties

         7.1 Subject to the provisions of Section 7.2 and 7.3 hereof, COULTER
shall pay to DFCI [*] royalty on Net Sales of Technologies, irrespective of
Field of Use, developed within the Division and offered to, and accepted by,
COULTER for commercialization subject to any [*].

         7.2 Where COULTER must obtain a license from a third party in order to
practice the subject Technology developed within the Division, either because
[*] or [*], then the royalty rate provided in Section 7.1 hereof shall be [*]
thus obligating COULTER to [*], but only to the extent that COULTER [*].


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<PAGE>

         7.3 Royalties due DFCI from COULTER on Technologies transferred from
the Division pursuant to one or more of the Prior Agreements which are subject
to the provisions of the Settlement Agreement shall be adjusted as follows:

         (a)      [*] on annual Net Sales of all such Technologies up to [*];

         (b)      [*] on annual Net Sales of all such Technologies between [*];

         (c)      [*] on annual Net Sales of all such Technologies over [*].

                    ARTICLE VIII - Disclosure and Evaluation

         8.1 In addition to meeting the reporting requirements contained in,
ARTICLE V hereof, Dr. Schlossman or a staff member within the Division acting at
his direction, shall confidentially disclose and formally offer to COULTER
through DFCI's Office of Patent Counsel in a format substantially as prescribed
in Appendix H hereof, which is an integral part of this AGREEMENT, any
Technology to which COULTER has rights pursuant to Sections 6.2 and 6.4 hereof.
Dr. Schlossman shall also use such a disclosure format when making COULTER aware
of other potential applications for commercial development pursuant to Section
6.5 hereof. Dr. Schlossman shall convey the relevant [*] to COULTER along with
the disclosure documents.

         8.2 COULTER shall promptly acknowledge in writing to DFCI and Dr.
Schlossman receipt of the disclosure documentation and accompanying [*].

         8.3 Upon receipt of documentation and [*] from DFCI pursuant to Section
8.1, COULTER shall [*]. COULTER shall use its best efforts in completing such
preparations but in no event shall this period extend beyond [*] from the date
of receipt of documentation [*]. This initial period of up to [*] shall be used
for characterization of the [*], hereinafter the CHARACTERIZATION PERIOD. Upon
completion of the CHARACTERIZATION PERIOD, COULTER shall notify DFCI's Office of
Patent Counsel in writing in the form prescribed in Appendix C.

         8.4  (a) Upon completion of the CHARACTERIZATION PERIOD pursuant to
                  Section 8.3 hereof, COULTER shall have an additional [*] to
                  conduct its evaluation of technologies disclosed pursuant to
                  Section 6.2 hereof and exercise its [*] in writing thereon.
                  This second [*] period shall be used for, evaluation of the
                  [*], hereinafter the EVALUATION PERIOD.

              (b) Upon completion of the CHARACTERIZATION PERIOD pursuant to
                  Section 8.3 hereof, and subject to the [*] as herein provided,
                  COULTER shall have up to an additional [*] to conduct its
                  evaluation of Technologies disclosed pursuant to Section 6.4
                  hereof and [*] COULTER shall [*].


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              (c) With respect to Technologies disclosed, if at all, pursuant to
                  Section 6.5, COULTER shall have such time for evaluation and
                  licensing as the parties may mutually agree.

              (d) If COULTER elects not to obtain a license for Technologies
                  disclosed pursuant to Sections 6.2, 6.4 and 6.5, the results
                  of the CHARACTERIZATION PERIOD and EVALUATION PERIOD shall be
                  shared with DFCI to provide more features about the
                  Technologies to enable DFCI to expeditiously obtain a third
                  party licensee for the Technologies.

         8.5 Upon demonstration of good faith compliance with the diligence
requirements of this AGREEMENT, the terms specified herein may be extended upon
mutual agreement of the parties.

                           ARTICLE IX - Due Diligence

         9.1 Upon licensing a Technology developed within the Division as
hereunder provided, COULTER shall [*].

         9.2 In addition to [*], COULTER shall at minimum:

         (a)      [*]:

                  (1)      [*];

         (b)      [*]:

                  (1)      [*]

                  (2)      [*];

         (c)      [*]:

                  (1)      [*].

         9.3 COULTER shall provide annual reports to DFCI on its specific goals
and objectives for commercializing any Technology licensed from DFCI.

         9.4 [TEXT MISSING]

                    ARTICLE X - Replacement of Key Personnel

         10.1 Dr. Schlossman shall be considered a key person with respect to
this AGREEMENT. In the event that he is unable to fulfill the responsibilities
herein delineated, such as by reason of death, disability, resignation or
retirement, DFCI shall have [*] within which



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<PAGE>

to provide a replacement. Said replacement shall be acceptable to COULTER, [*]
In the event that no replacement is designated by DFCI or accepted by COULTER.
COULTER shall have the option either to continue to fund research within the
Division under this AGREEMENT or to cease to fund research within the Division
[*] after the expiration of [*].

                  ARTICLE XI - Patent Prosecution and Expenses

         11.1 Upon disclosure to COULTER of a Technology developed within the
Division, patent counsel [*]:

         (a)      the feasibility and advisability of pursuing patent
                  prosecution;

         (b)      the selection of patent counsel;

         (c)      appropriate patent strategies; and

         (d)      such other matters as may relate to protecting the
                  intellectual property interests of COULTER and DFCI.

         Upon its agreement, COULTER shall [*]. If less than all Fields of Use
         are elected for license by COULTER, [*].

         11.2 In the event that:

         (a)      [*],

         (b)      [*], and

         (c)      [*]; then

         [*]

         11.3 Subject to the provisions of Section 11.4 hereof, patent expenses
incurred by COULTER to protect a particular Technology [*] .

         11.4 COULTER hereby agrees that the [*] in expenses it has incurred, or
will incur, for patent prosecution to protect Technologies developed within the
Division and licensed to COULTER pursuant to one or more of the Prior Agreements
or this AGREEMENT [*] COULTER shall provide to DFCI within [*] of the Effective
Date hereof a reasonable synopsis of expenses incurred for securing patent
protection related to such Technologies in order for the parties [*].

         11.5 DFCI and its employees shall reasonably assist COULTER in the
preparation, filing and prosecution of patent applications arising under this
AGREEMENT provided that [*]. Each party shall be entitled to promptly receive
copies of all relevant documents related to patent


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<PAGE>

prosecution and maintenance irrespective of which organization takes primary
responsibility for such prosecution and maintenance.

         11.6 To the extent that patentable inventions or discoveries from
research licensed hereunder made prior to, during or subsequent to this
AGREEMENT, are developed with partial funding from the federal government and/or
other non-profit, non-commercial funding agencies, any contractual arrangements
related to such inventions or discoveries between DFCI and COULTER shall be
subject to the laws, regulations and written policies of the granting
agency(ies). DFCI shall, from time to time, make copies of such laws,
regulations and policies available to COULTER.

         11.7 DFCI [*] DFCI further [*] DFCI will notify COULTER [*].

                 ARTICLE XII - Publications and Confidentiality

         12.1 DFCI shall have the right to [*] developed in the course of
research supported hereunder, such right to include [*]. COULTER will be
furnished with a draft of any proposed publication for review prior to
publication in order to ascertain whether any patentable subject matter is
disclosed therein; for manuscripts, at least [*] prior to publication, and for
abstracts, at least [*] prior to publication. If COULTER requests that patent
protection be obtained covering subject matter disclosed in the manuscript or
abstract pursuant to the provisions of ARTICLE XI, publication may be postponed
for an additional [*].

         12.2 For the purposes of publication, promotion and commercial
development, COULTER agrees to use scientific and medical nomenclature
acceptable to DFCI to identify any materials developed by DFCI.

                      ARTICLE XIII - Term and Termination

         13.1 This AGREEMENT shall remain in full force and effect from the
Effective Date to [*] unless sooner terminated; or unless extended in accordance
with this AGREEMENT.

         13.2 In the event that either party shall default in the performance
of its obligations under this AGREEMENT and shall fail to remedy such default
within [*] for breaches of financial obligations and [*] for breaches of
non-financial obligations after written notice from the other party, the
nondefaulting party shall be entitled upon giving written notice to immediately
terminate this AGREEMENT; provided however, that if the defaulting party has
undertaken and continues to undertake, good faith efforts to cure, the
defaulting party shall be granted another [*] to cure.

         13.3 Termination of this AGREEMENT, other than for nonpayment by
COULTER, shall not affect the rights and obligations of the parties which
accrued prior to termination, including without limitation:



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         (a)      COULTER's rights [*];

         (b)      DFCI's rights to [*]; and

         (c)      COULTER's rights to review manuscripts and abstracts arising
                  from research funded by COULTER prior to termination.

         13.4 This AGREEMENT may be extended for an additional term(s) upon
mutual written agreement of the parties. COULTER agrees to provide DFCI with [*]
written notice in the event it does not seek to extend this AGREEMENT.

                             ARTICLE XIV - Notices

         14.1 Unless otherwise called for by specific provisions hereunder
reports, notices and other communications from COULTER to DFCI as provided
hereunder shall be sent to:

                  Dr. Bernard W. Janicki
                  Director for Research
                  Dana-Farber Cancer Institute
                  44 Binney Street
                  Boston, MA 02115

         with a copy to:

                  Kenneth P. Trevett, Esq.
                  General Counsel
                  Dana-Farber Cancer Institute
                  44 Binney Street
                  Boston, MA 02115

         or other individuals or addresses as shall hereafter be furnished by
         written notice to COULTER.

         14.2 Unless otherwise called for by specific provisions hereunder
reports, notices and other communications from DFCI to COULTER as provided
hereunder shall be sent to:

                  Ms. Bobbie Wallace
                  Director of Immunology
                  Coulter Corporation
                  Coulter Technology Center
                  P.O. Box 169015
                  Miami, Florida 33116-9015

         with a copy to:





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                  Wayne A. Barlin
                  Corporate Counsel
                  Coulter Corporation
                  Coulter Technology Center
                  P.O. Box 169015
                  Miami, Florida 33116-9015

         or other individuals or addresses as shall hereafter be furnished by
         written notice to DFCI. For overnight delivery services, the principal
         place of business street address specified at the beginning of this
         AGREEMENT should be used.

                   ARTICLE XV - Indemnification and Insurance

         15.1 COULTER shall indemnify, defend and hold harmless DFCI,
Dana-Farber, Inc., the parent organization of DFCI, and their trustees,
officers, medical and professional staff, employees, and agents and their
respective successors, heirs and assigns (the "Indemnitees") against any
liability, damage, loss or expense (including reasonable attorneys' fees and
expenses of litigation) incurred by or imposed upon the Indemnities, or any one
of them, in connection with any claims, suits, actions, demands or judgments
arising out of any theory of product liability (including but not limited to,
actions in the form of tort or strict liability), concerning any product,
process or service made, used or sold pursuant to any right or license granted
pursuant to this AGREEMENT.

         15.2 Coulter's indemnification under 15.1 shall not apply to any
liability, damage, loss or expense to the extent that it is directly
attributable to the negligent activities, reckless misconduct or intentional
misconduct of the Indemnitees.

         15.3 The party with the obligation to indemnify as hereunder provided
agrees, at its own expense, to provide attorneys reasonably acceptable to the
party(ies) to be indemnified to defend against any actions brought or filed
against any party indemnified hereunder with respect to the subject of indemnity
contained herein, whether or not such actions are rightfully brought.

         15.4 DFCI shall indemnify, defend and hold harmless COULTER, its
directors, officers, employees and agents and their respective successors, heirs
and assigns (the "COULTER Indemnitees") against any liability, damage, loss or
expense (including reasonable attorneys' fees and expenses of litigation)
incurred by or imposed upon the COULTER Indemnitees, or any one of them, that is
directly attributable to the negligent activities, reckless misconduct or
intentional misconduct of DFCI, Dana-Farber, Inc., and/or their trustees,
officers, employees and agents related to activities to be carried out pursuant
to this AGREEMENT.

         15.5 At such time as any product, process or service relating to, or
developed pursuant to, this AGREEMENT is being commercially distributed or sold
other than for the purpose of obtaining regulatory approvals) by COULTER or by a
Sublicensee, Affiliate or agent of COULTER, COULTER shall, at its sole cost and
expense, procure and maintain policies of comprehensive general liability
insurance in amounts not less than [*] naming the Indemnitees as

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additional insureds other than for [*] wherein coverage limits would be [*] and
[*]. Such comprehensive general liability insurance shall provide (a) product
liability coverage and (b) broad form contractual liability coverage for
COULTER's indemnification under Sections 15.1 and 15.3 of this AGREEMENT. If
COULTER elects to self-insure all or part of the limits described above
(including deductibles or retentions which are in excess of [*]), such
self-insurance program must be [*].

         15.6 COULTER shall provide DFCI with written evidence of such insurance
upon request of DFCI. COULTER shall provide DFCI with written notice at least
thirty (30) days prior to the cancellation, non-renewal or material change
involving a substantial reduction or elimination of broad form contractual
liability and/or product liability coverage of such insurance; if COULTER does
not obtain replacement insurance providing comparable coverage within such
thirty (30) day period, DFCI shall have the right to terminate this AGREEMENT as
it relates to a specific Technology(ies) effective at the end of such thirty
(30) day period without any notice or additional waiting periods.

         15.7 COULTER shall maintain such comprehensive general liability
Insurance beyond the expiration or termination of this AGREEMENT during (a) the
period that any product, process, or service, relating to, or developed pursuant
to, this AGREEMENT is being commercially distributed or sold (other than for the
purpose of obtaining regulatory approvals) by COULTER or by a sublicense,
affiliate or agent of COULTER and (b) a reasonable period after the period
referred to in 15.7(a) above which in no event shall be less than [*].

         15.8 In the event any such action is commenced or claim made or
threatened against an Indemnitee(s) or COULTER Indemnitee(s) as to which COULTER
or DFCI, as the case may be, is obligated to indemnify it (them) or hold it
(them) harmless, the party(ies) to be indemnified shall promptly notify the
party with the obligation to indemnify of such event. COULTER or DFCI, as the
case may be shall assume the defense of, and may settle, that part of any such
claim or action commenced or made which relates to the indemnification
obligation. The party obligated to indemnify may take such other steps as may be
necessary to protect itself. The party with the obligation to indemnify shall
not be liable to the party(ies) to be indemnified on account of any settlement
of any such claim of litigation affected without the consent of the party having
the obligation to indemnify. The right of COULTER or DFCI, as the case may be,
to assume the defense of any action shall be limited to that part of the action
commenced against Indemnitees or COULTER Indemnitees which relates to COULTER's
or DFCI's obligation of indemnification and holding harmless.

         15.9 This ARTICLE XV shall survive expiration or termination of this
AGREEMENT.

            ARTICLE XVI - Warranties, Representation and Disclaimers

         16.1 DFCI REPRESENTS AND WARRANTS TO COULTER THAT IT HAS THE FULL
AUTHORITY TO GRANT LICENSES TO COULTER AS HEREIN PROVIDED.

         16.2 DFCI DOES NOT WARRANT THE VALIDITY OF ANY PATENT RIGHTS WHICH MAY
BE LICENSED PURSUANT TO THIS AGREEMENT AND MAKES NO




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REPRESENTATION WHATSOEVER WITH REGARD TO THE SCOPE OF ANY PATENT RIGHTS OR THAT
SUCH PATENT RIGHTS MAY BE EXPLOITED BY COULTER OR AN AFFILIATE OR SUBLICENSEE OF
COULTER WITHOUT INFRINGING OTHER PATENTS; PROVIDED HOWEVER, THAT DFCI REPRESENTS
AND WARRANTS THAT IT SHALL TAKE NO ACTION WHICH SHALL JEOPARDIZE ANY SUCH PATENT
RIGHTS AND HAS NO KNOWLEDGE OF ANY THIRD PARTY RIGHTS TO A LICENSED TECHNOLOGY.
IF UNPATENTED BIOLOGICAL MATERIALS ARE LICENSED HEREUNDER, DFCI MAKES NO
REPRESENTATION THAT SUCH MATERIALS OR THE METHODS USED IN MAKING OR USING SUCH
MATERIALS ARE FREE FROM LIABILITY FOR PATENT INFRINGEMENT.

         16.3 DFCI MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A
PARTICULAR PURPOSE WITH RESPECT TO ANY PATENT, NON-PUBLIC OR OTHER INFORMATION,
OR TANGIBLE RESEARCH PROPERTY, LICENSED OR WHICH OTHERWISE MAY BE PROVIDED TO
COULTER HEREUNDER AND HEREBY DISCLAIMS THE SAME.

                       ARTICLE XVII - Dispute Resolution

         17.1 Any controversy or claim arising out of, or relating to, any
provisions of this AGREEMENT or the breach thereof which cannot otherwise be
resolved by good faith negotiations between the parties or by some form of
alternate dispute resolution other than arbitration shall be resolved by final
and binding arbitration in New York, New York under the rules of the American
Arbitration Association, or the Patent Arbitration Rules if applicable, then
obtaining.

         The arbitration shall be subject to the following terms:

         (a)      The number of arbitrators shall be one (1).

         (b)      The arbitrator shall be an independent, impartial third party
                  having no direct or indirect personal or financial
                  relationship to any of the parties to the dispute, who has
                  agreed to accept the appointment as arbitrator on the terms
                  set out in this Section 17.1.

         (c)      The arbitrator shall be an active or retired attorney, law
                  professor, or judicial officer with at least five (5) years
                  experience in general commercial matters and a familiarity
                  with the laws governing proprietary rights in intellectual
                  property and the Technology in dispute.

         (d)      The arbitrator shall be selected as follows;

                  (i)      Each party shall submit a description of the matter
                           to be arbitrated to the American Arbitration
                           Association at its Regional Office in New York, New
                           York. Said Association shall submit to the parties a
                           list of the arbitrators available to arbitrate any
                           dispute between them. Thereafter, each party shall
                           select, in numerical order, those persons




                                      -14-
<PAGE>

                           on said list acceptable as arbitrators and return the
                           same to the Association. The first arbitrator
                           acceptable to both parties shall be deemed the
                           selected arbitrator with respect to the dispute then
                           at issue under this AGREEMENT. In the event of a
                           failure to select a mutually agreeable arbitrator,
                           the Association shall be requested to submit as many
                           subsequent lists of arbitrators as shall be necessary
                           to effect a mutual selection.

                  (ii)     If the method of selection set out in paragraph d)(i)
                           fails for any reason, then either party may petition
                           any state or federal court in New York having
                           jurisdiction for appointment of the arbitrator in
                           accordance with applicable law, provided that the
                           arbitrator must satisfy the requirements of b) and c)
                           above.

         (e)      The arbitrator shall announce the award in writing accompanied
                  by written findings explaining the facts determined in support
                  of the award, and any relevant conclusions of law.

         (f)      Unless otherwise provided in this Section 17.1 or extended by
                  agreement of the parties, each party shall submit an initial
                  request for designation of an arbitrator within [*] after any
                  request for arbitration, the dispute shall be submitted to the
                  arbitrator within [*] after the arbitrator is selected, and a
                  decision shall be rendered within [*] after the dispute is
                  submitted.

         (g)      The fees of the arbitrator and any other costs and fees
                  associated with the arbitration shall be paid in accordance
                  with the decision of the arbitrator.

         (h)      The arbitrator shall have no power to add to, subtract from,
                  or modify any of the terms or conditions of this AGREEMENT.
                  Any award rendered in such arbitration may be enforced by
                  either party in either the courts of the State of New York or
                  a United States District Court in New York, New York, to whose
                  jurisdiction for such purposes DFCI and Coulter each hereby
                  irrevocably consents and submits.

         17.2 Notwithstanding the forgoing, nothing in this ARTICLE shall be
construed to waive any rights or timely performance of any obligations existing
under this AGREEMENT.



                  ARTICLE XVIII - Restrictions on Use of Names

         18.1 COULTER shall not use the names of DFCI, its related entities, Dr.
Schlossman and other employees within the Division, or any adaptations thereof,
in any advertising, promotional or sales literature, without the prior written
consent of DFCI in each case; provided however, that COULTER (a) may refer to
publications by employees of DFCI in the scientific literature or (b) may state
that a license from DFCI has been granted as herein provided.




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         18.2 DFCI, its related entities and Dr. Schlossman and persons under
his supervision shall not use the name of COULTER without the prior written
consent of COULTER; provided however, that they may reference this AGREEMENT or
acknowledge receipt of COULTER reagents or financial support in publications and
presentations.

                      ARTICLE XIX - Independent Contractor

         19.1 For the purpose of this AGREEMENT and all services to be provided
hereunder, both parties shall be, and shall be deemed to be, independent
contractors and not agents or employees of the other. Neither party shall have
authority to make any statements, representations or commitments of any kind, or
to take any action, that will be binding on the other party.

                           ARTICLE XX - Severability

         20.1 If any one or more of the provisions of this AGREEMENT shall be
held to be invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions of this AGREEMENT shall not in any
way be affected or impaired thereby.

                        ARTICLE XXI - Non-assignability

         21.1 Neither this AGREEMENT nor any part hereof shall be assignable by
either party without the express written consent of the other, which consent
will not be unreasonably withheld. However, either party may assign this
AGREEMENT in connection with the merger, consolidation, transfer or sale of
substantially all of its assets. Any attempted assignment without such consent
shall be void.

                        ARTICLE XXII - Entire AGREEMENT

         22.1 This instrument with its attached, appendices contains the entire
AGREEMENT between the parties hereto. No verbal agreement, conversation, or
representation between any officers, agents, or employees of the parties hereto
either before or after the execution of this AGREEMENT shall affect or modify
any of the terms or obligations herein contained.

                    ARTICLE XXIII - Modifications in Writing

         23.1 No change, modification, extension, termination or waiver of this
AGREEMENT, or any of the provisions herein contained, shall be valid unless made
in writing and signed by a duly authorized representative of each party.

                          ARTICLE XXIV - Governing Law

         24.1 The validity and interpretation of this AGREEMENT and the legal
relations of the parties to it shall be governed by the laws of the Commonwealth
of Massachusetts.



                                      -16-
<PAGE>

                       ARTICLE XXV - Conformity with Law

         25.1 Research funded under this AGREEMENT shall be carried out in
strict compliance with all applicable federal, state and local laws and
regulation, including without limitation, laws and regulations related to equal
opportunity, animal welfare and immigration compliance.

                            ARTICLE XXVI - Captions

         26.1 The captions are provided for convenience and are not to be used
in construing this AGREEMENT.

                          ARTICLE XXVII - Construction

         27.1 The parties agree that they have participated equally in the
formation of this AGREEMENT and that the language herein should not be
presumptively construed against either of them.

                    ARTICLE XXVIII - Priority Of Agreements

         28.1 With respect to a specific licensing transaction where there is a
conflict in terms between this AGREEMENT and the LICENSING AGREEMENT contained
in Appendix A as it may be particularized for that transaction, this AGREEMENT
shall take precedence unless otherwise agreed to by the parties.

                         ARTICLE XXIX - Confidentiality

         29.1 The confidentiality obligations created herein do not extend to
any subject matter which:

         (a)      is in the public domain at the time of the disclosure;

         (b)      becomes known to the public or generally available to the
                  public subsequent to the date it was received hereunder
                  without a breach of this AGREEMENT;

         (c)      was in possession of the party receiving the confidential
                  information at the time of disclosure and was not acquired on
                  a confidential basis from the disclosing party prior to that
                  time, all as can be established by competent proof; and

         (d)      the party receiving the confidential information obtained
                  lawfully from a third party.

                          ARTICLE XXX - Force Majeure

         30.1 If the performance of any part of this AGREEMENT by either party,
or of any obligation under this AGREEMENT is prevented, restricted, interfered
with or delayed by reason



                                      -17-
<PAGE>

of any cause beyond the reasonable control of the party liable to perform,
unless reasonable evidence to the contrary is provided, the party so affected
shall, upon giving written notice to the other party, be excused from such
performance to the extent of such prevention, restriction, interference or
delay, provided that the affected party shall use its reasonable efforts to
avoid or remove such causes for nonperformance and shall continue performance
with the utmost dispatch whenever such causes are removed. When such
circumstance arise, the parties shall discuss what, if any, modification of the
terms of this AGREEMENT may be required in order to arrive at an equitable
solution.

         IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be
executed in quadruplicate by their duly authorized representatives as of the
date first above written.

DANA-FARBER CANCER INSTITUTE (DFCI)COULTER CORPORATION (COULTER


<TABLE>
<CAPTION>
<S>                                                          <C>
By: /s/ BERNARD W. JANICKI                                    By: /s/ WALLACE H. COULTER
    -------------------------------------------------             -------------------------------------------------
    Bernard W. Janicki, Ph.D.                                     Wallace H. Coulter

Title:     Director for Research                              Title:     Chairman of the Board of Directors

WITNESSED BY: /s/ ILLEGIBLE                                   WITNESSED BY: /s/ ILLEGIBLE
              ---------------------------------------                       ---------------------------------------

</TABLE>






Dr. Schlossman acknowledges trading and understanding this AGREEMENT and hereby
agrees to accept responsibility for the research projects funded hereunder and
further agrees to provide any disclosures, submissions or progress reports as
herein required.


/s/ STUART F. SCHLOSSMAN
---------------------------
Stuart F. Schlossman, M.D.




                                      -18-
<PAGE>

                                   APPENDIX A

                               LICENSING AGREEMENT

         Agreement ("AGREEMENT"), effective as of ___________, 19___ ("Effective
Date") by and between the COULTER CORPORATION, a Delaware for-profit,
corporation, with its principal place of business at 11800 South West 147th
Ave., Miami, FL 33196 (hereinafter referred to as "COULTER') and the DANA-FARBER
CANCER INSTITUTE. INC., a Massachusetts non-profit corporation, with its
principal place of business at 44 Binney Street, Boston, Massachusetts, 02115
(hereinafter referred to as "DFCI").

                                   WITNESSETH:

         WHEREAS, DFCI is the owner of certain rights in technology as later
defined herein, subject only, where applicable, to a royalty-free, nonexclusive
license granted to the United States government; and

         WHEREAS, DFCI desires to have such rights utilized to promote the
public interest by granting a license hereunder; and

         WHEREAS, COULTER, utilizes new scientific discoveries from DFCI and
elsewhere to serve humanity by developing commercial products for use by
research scientists and for the diagnosis and treatment of diseases; and

         WHEREAS, COULTER is experienced in research and development of
immunotherapeutic and immunodiagnostic technologies and has demonstrated the
capability of commercializing new scientific discoveries; and

         WHEREAS, COULTER desires to obtain a license to said rights upon the
terms and conditions hereinafter set forth;

         NOW THEREFORE, in consideration of the mutual covenants herein
contained and intending to be legally bound hereby, the parties hereto agree as
follows:

                            ARTICLE I - Definitions

         1.1 "Invention" shall mean _____________together with any Technical
Information as herein defined.

         1.2 "Technical Information" shall mean know-how, non-public
information, tangible research property or anything that provides commercial
advantage which is non-public at the time of this AGREEMENT.

         1.3 "Patent Rights" shall mean any United States or foreign patent
applications or any patents issuing thereon arising from the Invention and owned
by, or assignable to, DFCI as set forth in Appendix A, together with any
division, reissue, continuation, extension, or addition thereof.


<PAGE>

         1.4 "Licensed Products" shall mean any product which is covered in
whole or in part by as issued, unexpired claim or a pending claim in the Patent
Rights and/or which incorporates, is produced by or utilizes the Technical
Information.

         1.5 "Licensed Process" shall mean any process which is covered in whole
or in part by as issued, unexpired claim or a pending claim in the Patent Rights
and/or which incorporates or utilizes the Technical Information.

         1.6 "Field of Use" shall mean ________________________________.

         1.7 "Territory" shall mean the world.

         1.8 "Net Sales" shall mean the revenue derived by COULTER from the
sales of products incorporating Technology developed within the Division to
independent third parties (including Affiliates) less:

         (a)      transportation charges, inclusive of related insurance, or
                  allowances actually paid or granted;

         (b)      trade, quantity, cash or other discounts and brokers' or
                  agents' commissions, if any, allowed and paid by COULTER to
                  independent parties in arms-length transactions;

         (c)      credits or allowances made or given on account of rejects,
                  returns or retroactive price reductions for any amount not
                  collected;

         (d)      any tax or government charge directly on sale or
                  transportation, use or delivery of products paid by COULTER
                  and not recovered from the purchaser.

         Licensed products shall be considered "sold" when invoiced.

         1.9 "Sublicensee" shall mean any corporation, partnership or business
organization which is not an Affiliate of COULTER but to whom COULTER transfers
know-how, rights or products, to enable said party to sell products
incorporating Technology which COULTER has licensed from DFCI.

         1.10 "Affiliate" shall mean any corporation or outer business entity
controlled by, controlling, or under common control with COULTER. For this
purpose "control" means direct or indirect beneficial ownership of greater than
fifty percent (50%) interest in the income or stock of such corporation or other
business.

                               ARTICLE II - Grant

         2.1 DFCI hereby grants to COULTER, subject to all the terms and
conditions of this AGREEMENT including, where applicable, a nonexclusive license
to the United States government the exclusive right and license to make, have
made, use, lease and sell the Licensed



                                      -2-
<PAGE>

Products in the Territory for the Field of Use for the term of this AGREEMENT
unless this grant is sooner terminated according to the terms hereof.

         2.2 DFCI retains the right to [*] the Invention and any Patent Rights
and Technical Information [*] for its own research. DFCI further retains the
right to [*]. DFCI further retains the right to [*] Invention for applications
outside the Field of Use subject to any rights which COULTER may have under its
research support agreement with DFCI effective as of April 1, 1994.

         2.3 COULTER agrees to [*] in assuring that Licensed Products leased or
sold in the United States shall be manufactured substantially in the United
States consistent with federal law and policy.

         2.4  (a) COULTER shall have the right, subject to the terms of this
                  Section, to enter into sublicensing agreements with any other
                  entity other than as Affiliate for the rights, privileges and
                  licenses granted hereunder [*] only during the exclusive
                  period of this AGREEMENT. DFCI shall be informed by written
                  notice of the identity of the Sublicensee.

              (b) COULTER agrees that any sublicenses granted by it shall
                  provide that the obligations to DFCI contained in this
                  AGREEMENT shall be binding upon the Sublicensee.

              (c) COULTER shall pay DFCI an amount [*]. Recording and payment
                  of such royalties shall be made in accordance with the
                  provisions of ARTICLE IV.

              (d) COULTER agrees to forward to DFCI annually a copy of such
                  reports received by COULTER from its Sublicensee during the
                  preceding twelve (12) month period under the sublicenses as
                  shall be pertinent to a royalty accounting under said
                  sublicense agreements.

                          ARTICLE III - Due Diligence

         3.1 COULTER agrees to [*]. [Specific milestones regarding product or
planes development and commercialization may be inserted here.]

         3.2 COULTER's failure to perform in accordance with Section 3.1 shall
be grounds for DFCI to terminate pursuant to Section 7.5 of this AGREEMENT.

         3.3 COULTER shall provide an annual report on its development efforts
to DFCI, which report shall cite specific goals and objectives in
commercializing the licensed technology and progress in meeting these goals and
objectives.


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                             ARTICLE IV - Payments

         4.1  (a) COULTER shall pay to DFCI a [*] royalty on Net Sales of a
                  Licensed Product.

              (b) Where such Licensed Product incorporates, a patented
                  technology and the patent has expired, this royalty rate shall
                  be equitably adjusted by the parties to [*].

              (c) Where such Licensed Product does not incorporate patented
                  technology, then this royalty rate shall be equitably adjusted
                  by the parties after [*] from the date of the License to [*].

              (d) Where COULTER must obtain a license from a third party in
                  order to practice the subject Technology developed within the
                  Division, either because [*] or [*] then [*].

         4.2 Upon agreement as to patent strategy between the parties, COULTER
shall [*]. Such expenses shall be [*].

         4.3 Payment of royalties specified in Section 4.1 shall be made by
COULTER to DFCI within [*] after March 31, June 30, September 30 and December 31
each year during the term of this License AGREEMENT covering the quantity of
Licensed Products sold by COULTER during the preceding calendar quarter.

         4.4 All payments to be made under this ARTICLE shall be paid in United
States dollars in Boston, Massachusetts, or at such other place and in such
other way, as DFCI may reasonably designate, without deduction of exchange,
collection or other charges.

         4.5 Only a single royalty shall be paid with respect to any Licensed
Product, irrespective of the number of claims of Patent Rights or Technical
Information utilized.

         4.6 In the event that any payment due hereunder is not made when due,
the payment shall accrue interest beginning on the first day following the due
date as herein specified calculated at the annual rate of the sum of (a) [*]
plus (b), the prime interest rate quoted by the Bank of Boston on the date said
payment is due, the interest being compounded on the last day of each calendar
quarter, provided that in no event shall said annual rate exceed the maximum
legal interest rate in Massachusetts. The payment of such interest shall not
foreclose DFCI from exercising any other rights it may have as a consequence of
the lateness of any payment.

                        ARTICLE V - Reports and Records

         5.1 COULTER shall keep due books of account containing an accurate
record of all data necessary for the determination of the amounts payable under
ARTICLE IV hereof. Said records shall be kept at COULTER's principal place of
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                                      -4-
<PAGE>

business of the appropriate division of COULTER to which this AGREEMENT relates.
Said records shall be available for inspection by a certified public accountant
selected by DFCI and reasonably acceptable to COULTER during regular business
hours for three (3) years following the end of the calendar year to which they
pertain in order for DFCI to ascertain the correctness of any report and/or
payment made under this AGREEMENT. The provision of this Section 3.1 shall
survive termination of this AGREEMENT.

         5.2 Within [*] after March 31, June 30, September 30 and December 31,
of each year in which this AGREEMENT is in effect, COULTER shall deliver to DFCI
full, true and accurate reports of its activities and those of its
Sublicensee(s), if any, relating to this AGREEMENT during the preceding three
month period. These reports shall include at least the following:

         (a)      Number of Licensed Products sold;

         (b)      Total billings for Licensed Products sold; where applicable,

         (c)      An accounting of all Licensed Processes used or sold;

         (d)      Deductions applicable to a determination of Net Sales;

         (e)      Total royalties due.

         5.3 With each such report, COULTER shall pay to DFCI the royalties due
and payable as Provided for in Section 4.1. If no royalties are due, COULTER
shall so report.

                ARTICLE VI - Patent Prosecution and Infringement

         6.1 DFCI shall apply for, seek prompt issuance of, and maintain during
the term of this AGREEMENT any Patent Rights in the United States and in foreign
countries. [*].

         6.2 Upon agreement between the parties, [*], whether such fees and
costs were incurred before or after the date of this AGREEMENT.

         6.3 If at any time during the term of this AGREEMENT, COULTER furnishes
to DFCI reasonably convincing written evidence of an infringement of a patent
included in the Patent Rights covering the Invention, and DFCI shall within [*]
after receipt of such evidence fail to cause such infringement to terminate or
to bring a suit or action to compel termination, then COULTER shall have the
right, but not the obligation, to bring such suit or action to compel
termination and shall have the right for such purpose to join DFCI as a party
plaintiff at COULTER's expense. DFCI independently shall have the right to join
any such suit or action brought by COULTER and, in such event, shall pay
one-half of the cost of such suit or action from the date of joining. If COULTER
brings such suit or action, then [*]. No settlement, consent judgment or other
voluntary final disposition of the suit may be entered into without the consent
of DFCI, which consent shall, not be unreasonably withheld. Any damages
recovered by such suit or action shall be first used to reimburse each party
hereto for the cost of such suit or action (including attorneys' fees) actually
paid by each party hereto as the case may be, then to

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                                      -5-
<PAGE>

reimburse DFCI for any reduction of royalties, and the residue, if any, shall
belong to COULTER.

         6.4 In the event that a judicial process is initiated against COULTER
alleging invalidity or noninfringement of any of the Patent Rights, DFCI, at its
sole option, shall have the right, within thirty (30) days after commencement of
such action, to intervene and take over the sole defense of the action at its
own expense. During pendency of such action, [*].

         6.5 In any infringement suit as either party may institute to enforce
the Patent Rights pursuant to this AGREEMENT, the other party hereto shall, at
the request and expense of the party initiating such suit, cooperate in all
respects and, to the extent possible, have its employees testify when requested
and make available relevant records, papers, information, samples and the like.

                       ARTICLE VII - Term and Termination

         7.1 Unless earlier terminated as hereinafter provided, this AGREEMENT
shall remain an exclusive AGREEMENT and in full force and effect as long as
Licensed Products are being developed or sold.

         7.2 If COULTER, its Affiliates, Sublicensees or assignees shall cease
to carry on its (their) business with respect to the Invention, this AGREEMENT
shall terminate upon notice by DFCI.

         7.3 Should COULTER fail to pay DFCI such royalties as are due and
payable hereunder, DFCI shall have the right to terminate this AGREEMENT on [*]
written notice, unless COULTER shall pay DFCI within the [*] notice period, all
such royalties and interest that are due and payable. Upon the expiration of the
[*] period, if COULTER shall not have paid all such royalties and interest due
and payable, DFCI, at its sole option, may immediately terminate this AGREEMENT
and all rights, privileges and license hereunder granted.

         7.4 COULTER shall have the right to terminate this AGREEMENT at any
time upon [*] written notice to DFCI, and upon payment of all amounts due DFCI
through the effective date of termination.

         7.5 In the event that either party shall default in the performance of
its obligations under this AGREEMENT and shall fail to remedy such default
within [*] for breaches of financial obligations and [*] for breaches of
non-financial obligations after written notice from the other party, the
nondefaulting party shall be entitled upon giving written notice to immediately
terminate this AGREEMENT; provided however, that if the defaulting party has
undertaken and continues to undertake, good faith efforts to cure, the
defaulting party shall be granted another [*] to cure.

         7.6 Upon termination of this AGREEMENT for any reason, nothing herein
shall be construed to release either party from any obligation that matured
prior to the effective date of such termination. COULTER and say Sublicensee
thereof may, after the effective date of such


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                                      -6-
<PAGE>
termination, sell all Licensed Products which are in inventory at the time of
termination, and complete and sell Licensed Products which COULTER can clearly
demonstrate were in the process of manufacture at the time of such termination,
provided that COULTER shall pay to DFCI the royalties thereon as required by
ARTICLE IV of this AGREEMENT and shall submit the reports required by ARTICLE V
hereof on the sales of Licensed Products.

         7.7 Upon termination of this AGREEMENT for any reason, any sublicense
not then in default shall continue in full force and effect except that DFCI,
shall be substituted in place of the sublicensor.

  ARTICLE VIII - Indemnification and Insurance - Indemnification and Insurance

         8.1 COULTER shall indemnify, defend and hold harmless DFCI,
Dana-Farber, Inc., the parent organization of DFCI, and their trustees,
officers, medical and professional staff, employers, and agents and their
respective successors, heirs and assigns (the "Indemnitees"), against any
liability, damage, loss or expense (including reasonable attorneys' fees and
expenses of litigation) incurred by or imposed upon the Indemnitees, or any one
of them, in connection with any claims, suits; actions, demands or judgments
arising out of any theory of product liability (including, but not limited to,
actions in the form of tort or strict liability), concerning any product,
process or service made, used or sold pursuant to any right or license granted
pursuant to this AGREEMENT.

         8.2 COULTER's indemnification under 8.1 shall not apply to any
liability, damage, loss or expense to the extent that it is directly
attributable to the negligent activities, reckless misconduct or intentional
misconduct of the Indemnitees.

         8.3 The party with the obligation to indemnify as hereunder provided
agrees, at its own expense, to provide attorneys reasonably acceptable to the
party(ies) to be indemnified to defend against any actions brought or filed
against any party indemnified hereunder with respect to the subject of indemnity
contained herein, whether or not such actions are rightfully brought.

         8.4 DFCI shall indemnify, defend and hold harmless COULTER, its
directors, officers, employees and agents and their respective successors, heirs
and assigns (the "COULTER Indemnitees") against any liability, damage, loss or
expense (including reasonable attorneys' fees and expenses of litigation)
incurred by or imposed upon the COULTER Indemnitees, or any one of them, that is
directly attributable to the negligent activities, reckless misconduct or
intentional misconduct of DFCI, Dana-Farber Inc., and/or their trustees,
officer, employees and agents related to activities to be carried out pursuant
to this AGREEMENT.

         8.5 At such time as any product, process or service relating to, or
developed pursuant to, this AGREEMENT is being commercially distributed or sold
(other than for the purpose of obtaining regulatory approvals) by COULTER or by
a Sublicensee, Affiliate or agent of COULTER, COULTER shall, at its sole cost
and expense, procure and maintain policies of comprehensive general liability
insurance in amounts not less than [*] naming the Indemnitees as additional
insureds other than for [*] wherein coverage limits would be [*]. Such
comprehensive general liability insurance shall provide (a) product liability
coverage and (b) broad form contractual liability coverage for COULTER's
Indemnification under Sections

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                                      -7-
<PAGE>

8.1 and 8.3 of this AGREEMENT. If COULTER elects to self-insure all or part of
the limits described above (including deductibles or retentions which are in
excess of [*].

         8.6 COULTER shall provide DFCI with written evidence of such insurance
upon request of DFCI. COULTER shall provide DFCI with written notice at least
thirty (30) days prior to the cancellation, non-renewal or material change
involving a substantial reduction or elimination of broad form contractual
liability and/or product liability coverage of such insurance; if COULTER does
not obtain replacement insurance providing comparable coverage within such
thirty (30) day period, DFCI shall have the right to terminate this AGREEMENT as
it relates to a specific Technology(ies) effective at the end of such thirty
(30) day period without any notice or additional waiting periods.

         8.7 COULTER shall maintain such comprehensive general liability
insurance beyond the expiration or termination of this AGREEMENT during (a) the
period that my product, process, or service, relating to, or developed pursuant
to, this AGREEMENT is being commercially distributed or sold (other than for the
purpose of obtaining regulatory approvals) by COULTER or by a Sublicensee,
affiliate or agent of COULTER and (b) a reasonable period after the period
referred to in 8.7(a) above which in no event shall be less than [*].

         8.8 In the event any action is commenced or claim made or threatened
against an Indemnitee(s) or COULTER Indemnitee(s) as to which COULTER or DFCI,
as the case may be, is obligated to indemnify it (them) or hold it (them)
harmless, the party(ies) to be indemnified shall promptly notify the party with
the obligation to indemnify of such event. COULTER or DFCI, as the case may be,
shall assume the defense of, and may settle, that part of such claim or action
commenced or made which relates to the indemnification obligation. The party
obligated to indemnify may take such other steps as may be necessary to protect
itself. The party with the obligation to indemnify shall not be liable to the
party(ies) to be indemnified on account of any settlement of any such claim or
litigation affected without the consent of the party having the obligation to
indemnify. The right of COULTER or DFCI, as the case may be, to assume the
defense of any action shall be limited to that part of the action commenced
against Indemnitees or COULTER Indemnitees which relates to COULTER's or DFCI's
obligation of indemnification and holding harmless.

         8.9 This ARTICLE VIII shall survive expiration or termination of this
AGREEMENT.

            ARTICLE IX - Warranties, Representation and Disclaimers

         9.1 DFCI REPRESENTS AND WARRANTS TO COULTER THAT HAS THE FULL AUTHORITY
TO GRANT LICENSES TO COULTER AS HEREIN PROVIDED.

         9.2 DFCI DOES NOT WARRANT THE VALIDITY OF ANY PATENT RIGHTS WHICH MAY
BE LICENSED PURSUANT TO THIS AGREEMENT AND MAKES NO REPRESENTATION WHATSOEVER
WITH REGARD TO THE SCOPE OF ANY PATENT RIGHTS OR THAT SUCH PATENT RIGHTS MAY BE
EXPLOITED BY COULTER OR AN

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AFFILIATE OR SUBLICENSEE OF COULTER WITHOUT INFRINGING OTHER PATENTS; PROVIDED
HOWEVER, THAT DFCI REPRESENTS AND WARRANTS THAT IT SHALL TAKE NO ACTION WHICH
SHALL JEOPARDIZE ANY SUCH PATENT RIGHTS AND HAS NO KNOWLEDGE OF ANY THIRD PARTY
RIGHTS TO A LICENSED TECHNOLOGY. IF UNPATENTED BIOLOGICAL MATERIALS ARE LICENSED
HEREUNDER, DFCI MAKES NO REPRESENTATION THAT SUCH MATERIALS OR THE METHODS USED
IN MAKING OR USING SUCH MATERIALS ARE FREE FROM LIABILITY FOR PATENT
INFRINGEMENT.

         9.3 DFCI MAKES NO WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR OF FITNESS FOR A
PARTICULAR PURPOSE WITH RESPECT TO ANY PATENT, NON-PUBLIC OR OTHER INFORMATION
OR TANGIBLE RESEARCH PROPERTY, LICENSED OR WHICH OTHERWISE MAY BE PROVIDED TO
COULTER HEREUNDER AND HEREBY DISCLAIMS THE SAME.

                              ARTICLE X - Notices

         10.1 Unless otherwise called for by specific provisions hereunder
report, notices and other communications from COULTER to DFCI as provided
hereunder shall be sent to:

                  Dr. Bernard W. Janicki
                  Director for Research
                  Dana-Farber Cancer Institute
                  44 Binney Street
                  Boston, MA 02115

         with a copy to:

                  Kenneth P. Trevett, Esq.
                  General Counsel
                  Dana-Farber Cancer Institute
                  44 Binney Street
                  Boston, MA 02115

         or other individuals or addresses as shall hereafter be furnished by
         written notice to COULTER.

         10.2 Unless otherwise called for by specific provisions hereunder,
reports, notices and other communications from DFCI to COULTER as provided
hereunder shall be sent to:

                  Ms. Bobbie Wallace
                  Director of Immunology
                  Coulter Corporation
                  Coulter Technology Center
                  P.O. Box 169015
                  Miami, Florida 33116-9015



                                      -9-
<PAGE>

         with a copy to:

                  Corporate Counsel
                  Coulter Corporation
                  Coulter Technology Center
                  P.O. Box 169015
                  Miami, Florida 33116-90l5

         or other individuals or addresses as shall hereafter be furnished by
         written notice to DFCI.

                            ARTICLE XI - Arbitration

         11.1 Any controversy or claim arising out of, or relating to, any
provisions of this AGREEMENT or the breach thereof which cannot otherwise be
resolved by good faith negotiations between the parties or by some form of
alternate dispute resolution other than arbitration shall be resolved by final
and binding arbitration in New York, New York under the rules of the American
Arbitration Association, or the Patent Arbitration Rules if applicable, then
obtaining.

         The arbitration shall be subject to the following terms:

         (a)      The number of arbitrators shall be one (1).

         (b)      The arbitrator shall be an independent, impartial third party
                  having no direct or indirect personal or financial,
                  relationship to any of the parties to the dispute, who has
                  agreed to accept the appointment as arbitrator; on the terms
                  set out in this Section 11.1.

         (c)      The arbitrator shall be an active or retired attorney, law
                  professor, or judicial officer with at least five (5) years
                  experience in general commercial matters and a familiarity
                  with the laws governing proprietary rights in intellectual
                  property and the Technology in dispute.

         (d)      The arbitrator shall be selected as follows:

                  (1)      Each party shall submit a description of the matter
                           to be arbitrated to the American Arbitration
                           Association at its Regional Offices in New York, New
                           York. Said Association shall submit to the parties a
                           list of the arbitrators available to arbitrate any
                           dispute between them. Thereafter, each party shall
                           select, in numerical order, those persons on said
                           list acceptable as arbitrators and return the same to
                           the Association. The first arbitrator acceptable to
                           both parties shall be deemed the selected arbitrator
                           with respect to the dispute then at issue under this
                           AGREEMENT. In the event of a failure to select a
                           mutually agreeable arbitrator, the Association shall
                           be requested to submit as many subsequent lists of
                           arbitrators as shall be necessary to effect a mutual
                           selection.



                                      -10-
<PAGE>

                  (2)      If the method of selection set out in paragraph d)(i)
                           fails for any reason, then either party may petition
                           any state or federal court in New York having
                           jurisdiction for appointment of the arbitrator in
                           accordance with applicable law, provided that the
                           arbitrator must satisfy the requirements of b) and c)
                           above.

         (e)      The arbitrator shall announce the award in writing accompanied
                  by written findings explaining the facts determined in support
                  of the award, and any relevant conclusions of law.

         (f)      Unless otherwise provided in this Section 11.1 as extended by
                  agreement of the parties, each party shall submit an initial
                  request for designation of an arbitrator within [*] after any
                  request for arbitration, the dispute shall be submitted to the
                  arbitrator within [*] after the arbitrator is selected, and a
                  decision shall be rendered within [*] after the dispute is
                  submitted.

         (g)      The fees of the arbitrator and any other costs and fees
                  associated with the arbitration shall be paid in accordance
                  with the decision of the arbitrator.

         (h)      The arbitrator shall have no power to add to, subtract from,
                  or modify any of the terms or conditions of this AGREEMENT.
                  Any award rendered in such arbitration may be enforced by
                  either party in either the courts of the State of New York or
                  a United States District Court in New York, New York, to whose
                  jurisdiction for such purposes DFCI and COULTER each hereby
                  irrevocably consents and submits.

         11.2 Notwithstanding the foregoing, nothing in this ARTICLE shall be
construed to waive any rights or timely performance of any obligations existing
under this AGREEMENT.

                   ARTICLE XII - Restrictions on Use of Names

         12.1 COULTER shall not use the names of DFCI, its related entities, Dr.
Schlossman and other employees within the Division, or any adaptations thereof,
in any advertising, promotional or sales literature, without the prior written
consent of DFCI in each case; provided however, that COULTER (a) may refer to
publications by employees of DFCI in the scientific literature or (b) may state
that a license from DFCI has been granted as herein provided.

         12.2 DFCI, its dated entities and Dr. Schlossman and persons under his
supervision shall not use the name of COULTER without the prior written consent
of COULTER; provided however, that they may reference this AGREEMENT or
acknowledge receipt of COULTER reagents or financial support in publications and
presentations.

                     ARTICLE XIII - Independent Contractor

         13.1 For the purpose of this AGREEMENT and all services to be provided
hereunder, both parties shall be, and shall be deemed to be, independent
contractors and not agents or

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                                      -11-
<PAGE>

employees of the other. Neither party shall have authority to make any
statements, representation or commitments of any kind, or to take any action,
that will be binding on the other party.

                           ARTICLE XIV - Severability

         14.1 If any one or more of the provisions of this AGREEMENT shall be
held to be invalid, illegal or unenforceable, the validity, legality or
enforceability of the remaining provisions of this AGREEMENT shall not in any
way be affected or impaired thereby.

                         ARTICLE XV - Non-assignability

         15.1 Neither this AGREEMENT nor any part hereof shall be assignable by
either party without the express written consent of the other, which consent
will not be unreasonably withheld. However, either party may assign this
AGREEMENT in connection with the merger, consolidation, transfer or sale of
substantially all of its assets. Any attempted assignment without such consent
shall be void.

                         ARTICLE XVI - Entire AGREEMENT

         16.1 This instrument contains the entire AGREEMENT between the parties
hereto. No verbal agreement, conversation or representation between any
officers, agents, or employees of the parties hereto either before or after the
execution of this AGREEMENT shall affect or modify any of the terms or
obligations herein contained.

                     ARTICLE XVII - Modification in Writing

         17.1 No change, modification, extension, termination or waiver of this
AGREEMENT, or any of the provisions herein contained, shall be valid unless made
in writing and signed by a duly authorized representative of each party.

                         ARTICLE XVIII - Governing Law

         18.1 The validity and interpretation of this AGREEMENT and the legal
relations of the parties to it shall be governed by the laws of the Commonwealth
of Massachusetts .

                             ARTICLE XIX - Captions

         19.1 The captions are provided for convenience and are not to be used
in construing this AGREEMENT.

                           ARTICLE XX - Construction

         20.1 The parties agree that they have participated equally in the
formation of this AGREEMENT and that the language herein should not be
presumptively construed against either of them.



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<PAGE>

         IN WITNESS WHEREOF, the parties hereto have caused this AGREEMENT to be
executed in quadruplicate by their duly authorized representatives as of the
date first above written.


<TABLE>
<CAPTION>
<S>                                           <C>
DANA-FARBER CANCER INSTITUTE (DFCI)           COULTER CORPORATION (COULTER)




BY:                                            By:
    --------------------------------------         ------------------------------------
           Bernard W. Janicki. Ph. D.
Title: Director for Research                   Title:


WITNESSED BY:                                  WITNESSED BY:



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</TABLE>








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