**Exhibit10.4**

**Confidential Materials omittedand filed separately with the Securities and Exchange Commission.Asterisks denote omissions.**

AGREEMENT

             THISAGREEMENT is made effective as of the 2nd day of June, 2000, (the“Effective Date”) by and between COULTER PHARMACEUTICAL, INC., a Delawarecorporation, located at 600 Gateway Boulevard, South San Francisco, CA 94080 (“**Coulter**”), and Eligix, Inc., located at 200Boston Avenue, Medford, MA 02155 (“**Eligix**”).

             Coulterdesires to transfer to Eligix, and Eligix desires to receive, certainbiological materials as described in the attached Exhibit A (the “**Materials**”) and/or Confidential Information(as defined below) solely to enable Eligix to perform the activities describedin the attached Exhibit B (the “**Activities**”).

             Inreliance upon and in consideration of the following undertakings, and for othergood and valuable consideration, the parties hereby agree as follows:

             1.          No later than three (3) days after theexecution of this Agreement, Coulter will ship to Eligix the Materials.  Eligix shall have two (2) weeks from receiptof such shipment of Materials to notify Coulter in writing that some or all ofthe Materials do not conform with certain criteria of Eligix for such Materialsset forth in Exhibit C (the “**Eligix Criteria**”).  If Eligix does not notify Coulter in writingof any such non-conformity within such two-(2) week period, Eligix shall bedeemed to have accepted the Materials. Any Materials that are not accepted by Eligix shall be promptly returnedto Coulter.

             2.          At a mutual agreeable time, an Eligixregulatory representative will travel to Coulter to examine and copy thedocuments described in Exhibit D.

             3.          In consideration of the transfer ofMaterials and Confidential information to Eligix, Eligix shall pay to Coulterupon the execution of this Agreement a non-reimbursable advance in the amountof [**] thousand U.S. dollars ($[**]). In addition, no later than three (3) days after acceptance of theMaterials set forth in Exhibit A, Eligix will pay to Coulter the sum of [**]U.S. dollars ($[**]) per gram of accepted Material.  The advance payment referred to in the prior sentence shall becredited against the price of Materials accepted by Eligix.  Any and all taxes (other than income tax)due as a result of the transfer of the Materials to Eligix will be theresponsibility of, and be paid by Eligix. Delivery shall be made to FCA Coulter’s facilities in South SanFrancisco, CA (INCOTERMS 1990) or any other delivery point designated byCoulter.  All payments to be made underthis Agreement shall be paid by bank wire transfer or by automatedclearinghouse (electronic funds transfer) in immediately available funds tosuch bank account designated in writing by Coulter.
             4.          Eligix covenants not to make, havemade and/or use the Materials for any purpose other than the performance of theActivities as set forth in Exhibit B. Eligix further covenants that it will not use, or permit any third partyto use, the Materials for any in vivo use.

             5.          Eligix represents and warrants toCoulter that (a) it has all rights and licenses necessary to make, have madeand/or use the Materials to perform the Activities, and (b) its use of theMaterials will not infringe any patents and/or other intellectual propertyrights of any third party, nor conflict with the terms and conditions of anyagreement it has with any third party.

             6.          Eligix understands and agrees that theMaterials may have unpredictable and unknown biological and/or chemicalproperties and that they are to be used with caution.  Eligix covenants to use the materials in compliance with allapplicable laws and regulations, including, but not limited to, any laws orregulations relating to the research, testing, clinical testing, production,storage, transportation, export, packaging, labeling or other use of theMaterials.

             7.          Eligix shall keep complete andaccurate records of the Activities performed under and pursuant to thisAgreement for the term of this Agreement and for [**] years thereafter.  Upon request by Coulter, Eligix shallprepare and deliver to Coulter a report detailing its use of the Materialssolely for the purpose of verifying that Eligix has used the Materials solelyto perform the Activities.

             8.          During the term of this Agreement andfor a [**] year period thereafter, Eligix agrees to maintain in strictconfidence and not to disclose to any third party any and all knowledge,know-how, practices, processes, ideals or other information, whether or notpatentable or copyrightable, disclosed or submitted to Eligix by Coulter inwritten, graphic, electronic, oral, or other tangible or intangible form(hereinafter referred to as “**ConfidentialInformation**”).  Eligix shalluse the Confidential Information only for the purposes specified in thisAgreement and to perform the Activities, and for no other purposes.  Eligix may disclose Confidential Informationto its employees, officers, agents, affiliates and potential or actual thirdparty manufacturers approved in writing by Coulter requiring access thereto forthe purposes of this Agreement provided each such employee, officer, agent,affiliate and approved potential or actual third party manufacturer is bound byagreement to maintain Confidential Information in confidence and to use suchinformation solely to perform the Activities. Eligix will take all steps necessary to ensure that its employees,officers, agents, affiliates and potential or actual third party manufacturerswill comply with the terms and conditions of this Agreement.

             9.          The obligations of Section 8 shall notpertain to any information which, to the extent that Eligix can establish bycompetent written proof:

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

(b)        after disclosure, becomes part of thepublic domain by publication or otherwise, except by breach of this Agreementby Eligix its employees, officers, agents, affiliates and approved potential oractual third party manufacturers;

(c)         as evidenced by written records was inEligix’s possession at the time of disclosure by Coulter, or was subsequentlyand independently developed by Eligix’s employees, officers, agents oraffiliates who had no knowledge of or access to the Confidential Information;
(d)        is received by Eligix from a third partywith the lawful right to disclose such information and who has not obtained theinformation either directly or indirectly from Coulter; or

(e)         is disclosed as required by law orregulation, or in response to a valid order of a court of the United States orany political subdivision thereof.

In the event that ConfidentialInformation is required to be disclosed pursuant to subsection (e), Eligixshall give notice to Coulter and shall make a reasonable effort to obtain aprotective order requiring that the Confidential Information so disclosed beused only for the purposes for which the law or regulation required, or forwhich the order was issued.

             10.        Nothing in this Agreement shall beconstrued as conferring on Eligix any express or implied license or option tolicense any disclosed or transferred Confidential Information, Materials,technology, or any patent application owned by Coulter.

             11.        THE MATERIALS AND CONFIDENTIALINFORMATION ARE SUPPLIED TO ELIGIX WITH NO WARRANTIES OF ANY KIND, EXPRESS ORIMPLIED, INCLUDING ANY WARRANT OF MERCHANTABILITY, TITLE OR FITNESS FOR APARTICULAR PURPOSE OR THAT THEY ARE FREE FROM THE RIGHTFUL CLAIM OF ANY THIRDPARTY, BY WAY OF INFRINGEMENT OR THE LIKE. THE COMPANY MAKES NO REPRESENTATIONS THAT THE USE OF THE MATERIALS ORCONFIDENTIAL INFORMATION WILL NOT INFRINGE ANY PATENT OR PROPRIETARY RIGHTS OFANY THIRD PARTIES.

             12.        In no event shall Coulter be liable forany use by Eligix of the Materials and/or Confidential Information.  Eligix agrees to indemnify, defend and holdharmless Coulter, its officers, directors, shareholders, representatives,affiliates, employees and agents from and against any and all claims, suits,losses, liabilities, damages, costs, fees and expenses of whatsoever kind ornature (including reasonable attorney fees and expenses), resulting from orarising out of: (a) the performance of Activities; (b) any third party claimsbased upon, resulting from or arising out of the use of the Material by Eligix;(c) the manufacture, use, handling, transportation, storage, marketing or saleof the Material by Eligix; (c) the manufacture, use, handling, transportation,storage, marketing or sale of the Materials and/or any product or serviceresulting from or arising out of the Materials, by Eligix, its employees,officers, agents, affiliates, sublicensees and third party manufacturers; (d)any third party claims based upon, resulting from or arising out of any breachby Eligix of any covenant, representation or warrant set forth in thisAgreement; (e) any third party claim, suit or action based upon death or injuryto any person or damage to any property caused by or otherwise resulting fromany subject matter discussed in subsections (a) or (c) above.
             13.        Either party may terminate thisAgreement upon the material breach of the other party, provided that thenon-breaching party gives the breaching party [**] days notice thereof, and anopportunity to cure such breach within such [**] day period.  Coulter may terminate this Agreement uponwritten notice to Eligix if Eligix does not request delivery of the remainderof the Materials as set forth in Section 1 prior to the expiration of the firstanniversary of the Effective Date. Sections 7, 8, 9, 11, 12 and 14 will survive the termination orexpiration of this Agreement for the period set forth in the applicableSection, or it no period is set forth, perpetually.  In any event, this Agreement will terminate upon completion ofthe Activities.  Promptly upon anytermination of this Agreement, Eligix will deliver to Coulter or destroy, atCoulter’s option, cost and expense, any and all remaining Materials and allConfidential Information in the possession of Eligix, its employees, officers,agents, affiliates, sublicensees and contractors.

             14.        Any notice given under this Agreementshall be in writing and addressed to the other party at the address shown belowfor such party, or to such other address as either party shall designate inwriting to the other, and sent by registered mail or certified mail, privatecarrier or confirmed facsimile transmission.  Notices shall be deemed to have been given five (5) days aftermailing to the addressee when sent by certified mail, upon receipt by addresseewhen delivered by private carrier or upon receipt when sent by confirmedfacsimile transmission.
If  to Coulter:Vice  President & CFO Coulter  Pharmaceutical, Inc. 600  Gateway Boulevard South  San Francisco, CA 94080 Fax:  650/553-2025 Phone:  650/553-1957  Copy  to:Director,  Contracts Coulter  Pharmaceutical, Inc. 600  Gateway Boulevard South  San Francisco, CA 94080 Fax:  650/553-1210 Phone:  650/553-1323  If  to Eligix:PresidentCopy  to:Hale  and Dorr LLP Eligix,  Inc. 60  State Street 200  Boston Avenue Boston,  MA 02109 Medford,  MA 02155 Attn:  Steven Singer, Esq. Fax:  781/393-8507 Fax:  617/526-5000 Phone  781/393-8500 Phone:  617/526-6409
             15.        This Agreement and the Exhibits heretosets forth the complete and final agreement of the parties regarding thesubject matter discussed herein and supersedes and terminates all prior agreementsand understandings, written or oral, between the parties hereto.  This Agreement may be amended only by awriting signed by the parties.  ThisAgreement shall be governed by the laws of the State of California, as thoselaws are applied to contracts entered into and to be performed entirely inCalifornia by California residents.  Ifany provision in this Agreement is found by a court of competent jurisdictionto be unenforceable, such provision shall be severed from this Agreement andthe remainder of the Agreement will continue in full force and effect.  Any claim or controversy arising out of orrelated to this Agreement or any breach hereof shall be submitted to a court ofapplicable jurisdiction in the State of California, and each party hereby consentsto the jurisdiction and venue of such court.
             16.        Either party shall have the right toenforce this Agreement and any of its provisions by injunction, specificperformance or other equitable relief without prejudice to any other rights andremedies that such party may have for a breach of this Agreement.

             17.        Neither party is, or will be deemed tobe, the legal representative, employee or contractor of the other, nor shalleither party have the right or authority to assume, create or incur any thirdparty liability or obligation of any kind, express or implied, against or inthe name of or on behalf of the other party.

             18.        Neither party may, without the priorwritten consent of the other party, assign this Agreement; provided, however,that either party may assign this Agreement without such consent in the eventof a merger or in connection with the transfer or sale of all or substantiallyall of the assets of such party.

             19.        This Agreement may be executed in two ormore counterparts, each of which shall be deemed an original, but all of whichtogether shall constitute on and the same instrument.

             INWITNESS WHEREOF, the parties have by duly authorized persons, executed thisAgreement, as of the date first above written.
ELIGIX: COULTER  PHARMACEUTICALS, INC.:   By:/s/  David N. Cook By:/s/  [illegible]   Title:Senior  Vice President Title:Senior  Vice President    Research  & DevelopmentDate:June  22, 2000 Date:June  9, 2000
**EXHIBIT A**

**Description of Materials**
Materials          p  to 300 grams             (Lots  of B1 Monoclonal antibody referenced below)   Lonza LotCytogen  LotCoulter  Lot  28006RC REPY7B0973A2701041435  vials97gr28143RCY7B0975A2702042868  vials195  gr****EXHIBIT B**

**Description of Activities**

The Activities contemplated by thisAgreement are the development and commercialization of a technology based onthe sue of the B1 antibody, in combination with another particle, to purge anybody fluid, ex vivo, of all B-cells.

**EXHIBIT C**

*(this section will be filledwith Eligix’s own 4-page testing protocol)*

**EXHIBIT D**

**Documentation**

•            Coulter-generatedreports on lot stability and information regarding the Lonza reference standard

 **