Prepared by MERRILL CORPORATION





Exhibit 10.1


CUMMINGS
PROPERTIES MANAGEMENT, INC.

STANDARD FORM


COMMERCIAL LEASE


             In
consideration of the covenants herein contained, Cummings Properties
Management, Inc., hereinafter called LESSOR, does hereby lease to Coulter
Cellular Therapies, Inc. (a Massachusetts corporation), 20 Hampden Street,
Roxbury, Massachusetts 02119 hereinafter called LESSEE, the following described
premises, hereinafter called the leased premises:  approximately 33,048 square feet (including 10.65% common area)
at 200 Boston Avenue, Suites 2100, 2400, 2600, 2900 and 1475, Medford,
Massachusetts 02155.


             TO HAVE AND
HOLD the leased premises for a term of five (5) years commencing at noon on
October 1, 1998 and ending at noon on September 30, 2003 unless
sooner terminated as herein provided. 
LESSOR and LESSEE now covenant and agree that the following terms and
conditions shall govern this lease during the term hereof and for such further
time as LESSEE shall hold the leased premises.


             1.          RENT.  LESSEE shall pay to LESSOR base rent at the
rate of six hundred sixty-nine thousand two hundred twenty-two U.S. dollars per
year, drawn on a U.S. bank, payable in advance in monthly installments of
$55.768.50 on the first day in each calendar month in advance, the first
monthly payment to be made upon LESSEE’s execution of this lease, including
payment in advance of appropriate fractions of a monthly payment for any
portion of a month at the commencement or end of said lease term.  All payments shall be made to LESSOR or
agent at 200 West Cummings Park, Woburn, Massachusetts 01801, or at such
other place as LESSOR shall from time to time in writing designate.  If the “Cost of Living” has increased as
shown by the Consumer Price Index (Boston, Massachusetts, all items, all urban
consumers), U.S. Bureau of Labor Statistics, the amount of base rent due during
each calendar year of this lease and any extensions thereof shall be annually
adjusted in proportion to any increase in the Index.  All such adjustments shall take place with the rent due on
January 1 of each year during the lease term.  The base month from which to determine the amount of each
increase in the Index shall be January 1999, which figure shall be
compared with the figure for November 1999, and each November thereafter to
determine the percentage increase (if any) in the base rent to be paid during
the following calendar year.  In the
event that the Consumer Price Index as presently computed is discontinued as a
measure of “Cost of Living” changes, any adjustment shall then be made on the
basis of a comparable index then in general use.


             2.          SECURITY
DEPOSIT.  LESSEE shall pay to
LESSOR a security deposit in the amount of one hundred ten thousand
(110,000.00) U.S. dollars upon the execution of this lease by LESSEE, which
shall be held as security for LESSEE’s performance as herein provided and
refunded to LESSEE without interest at the end of this lease, subject to
LESSEE’s satisfactory compliance with the conditions hereof.  See Paragraph T of Rider to Lease.  LESSEE may not apply the security deposit to
payment of the last month’s rent.  In
the event of any default or breach of this lease by LESSEE, LESSOR may
immediately apply the security deposit first to any unamortized improvements
completed for LESSEE’s occupancy, then to offset any outstanding invoice or
other payment due to LESSOR, with the balance applied to outstanding rent.  If all or any portion of the security
deposit is applied to cure a default or breach during the term of the lease,
LESSEE shall be responsible for restoring said deposit forthwith, and failure
to do so shall be considered a substantial default under the lease.  LESSEE’s failure to remit the full security
deposit or any portion thereof when due shall also constitute a substantial
lease default.  Until such time as
LESSEE pays the security deposit and first month’s rent, LESSOR may declare
this lease null and void for failure of consideration.


             3.          USE
OF PREMISES.  LESSEE shall
use the leased premises only for the purpose of executive and administrative offices,
laboratory, research and development, and light manufacturing.


             4.          ADDITIONAL
RENT.  LESSEE shall pay to
LESSOR as additional rent a proportionate share (based on square footage leased
by LESSEE as compared with the total leaseable square footage of the building
of which the leased premises are a part) of any increase in the real estate
taxes levied against the land and building of which the leased premises are a
part (hereinafter called the building), whether such increase is caused by an
increase in the tax rate, or the assessment on the property, or a change in the
method of determining real estate taxes. 
LESSEE shall make payment within thirty (30) days of written notice from
LESSOR that such increased taxes are payable, and any additional rent shall be
prorated should the lease terminate before the end of any tax year.  The base from which to determine the amount
of any increase in taxes shall be the rate and the assessment in effect as of
July 1, 1998.


             5.          UTILITIES.  LESSOR shall provide equipment per LESSOR’s
building standard specifications to heat the leased premises in season and to
cool all office areas between May 1 and November 1.  LESSEE shall pay all charges for utilities
used on the leased premises, including electricity, gas, oil, water and
sewer.  LESSEE shall pay the utility
provider or LESSOR, as applicable, for all such utility charges as determined
by separate meters serving the leased premises and/or as a proportionate share
of the utility charges for the building if not separately metered.  LESSEE shall also pay LESSOR a proportionate
share of any other reasonable fees and charges relating in any way to utility
use at the building.  No plumbing, construction
or electrical work of any type shall be done without LESSOR’s prior written
approval and LESSEE obtaining the appropriate municipal permit.


             6.          COMPLIANCE
WITH LAWS.  LESSEE
acknowledges that no trade, occupation, activity or work shall be conducted in
the leased premises or use made thereof which may be unlawful, improper, noisy,
offensive, or contrary to any applicable statute, regulation, ordinance or
bylaw.  LESSEE shall keep all employees
working in the leased premises covered by Worker’s Compensation Insurance and
shall obtain any licenses and permits necessary for LESSEE’s occupancy.  LESSEE shall be responsible for causing the
leased premises and any alterations by LESSEE which are allowed hereunder to be
in full compliance with any applicable statute, regulation, ordinance or bylaws.  LESSOR shall be responsible for causing the
common areas (as defined in Section 15) to comply with laws.


             7.          FIRE,
CASUALTY, EMINENT DOMAIN. 
Should a substantial portion of the leased premises, or of the property
of which they are a part, be substantially damaged by fire or other casualty,
or be taken by eminent domain, LESSOR may elect to terminate this lease.  When such fire, casualty, or taking renders
the leased premises substantially unsuitable for their intended use, a just and
proportionate abatement of rent shall be made, and LESSEE may elect to
terminate this lease if: 
(a) LESSOR fails to give written notice within thirty (30) days of
intention to restore the leased premises, or (b) LESSOR fails to restore
the leased premises to a condition substantially suitable for their intended
use within ninety (90) days of said fire, casualty or taking.  LESSOR reserves all rights for damages or
injury to the leased premises for any taking by eminent domain, except for
damage to LESSEE’s property or equipment.


             8.          FIRE
INSURANCE.  LESSEE shall not
permit any use of the leased premises which will adversely affect or make
voidable any insurance on the property of which the leased premises are a part,
or on the contents of said property, or which shall be contrary to any law or
regulation from time to time established by the Insurance Services Office (or
successor), local Fire Department, LESSOR’s insurer, or any similar body.  LESSEE shall on demand reimburse LESSOR, and
all other tenants, all extra insurance premiums caused by LESSEE’s use of the
leased premises.  LESSEE shall not
vacate the leased premises or permit same to be unoccupied other than during
LESSEE’s customary non-business days or hours unless LESSEE continues to pay
rent and comply with its obligations under this lease.


             9.          MAINTENANCE
OF PREMISES.  LESSOR will be
responsible for all structural maintenance of the leased premises and for the
normal daytime maintenance of all common areas, space heating and cooling
equipment, sprinklers, doors, locks, plumbing, and electrical wiring, but
specifically excluding damage caused by the careless, malicious, willful, or
negligent acts of LESSEE or others, chemical, water or corrosion damage from
any source, and maintenance of any non “building standard” leasehold
improvements.  LESSEE agrees to maintain
at its expense all other aspects of the leased premises in the same condition
as they are at the commencement of the term or as they may be put in during the
term of this lease, normal wear and tear and damage by fire or other casualty
only excepted, and whenever necessary, to replace light bulbs, plate glass and
other glass therein, acknowledging that the leased premises will be in good
order and the light bulbs and glass whole. 
LESSEE will properly control or vent all solvents, degreasers, smoke,
odors, etc. and shall not cause the area surrounding the leased premises to be
in anything other than a neat and clean condition, depositing all waste in
appropriate receptacles.  LESSEE shall
be solely responsible for any damage to plumbing equipment, sanitary lines, or
any other portion of the building which results from the discharge or use of
any acid or corrosive substance by LESSEE. 
LESSEE shall not permit the leased premises to be overloaded, damaged, stripped
or defaced, nor suffer any waste, and will not keep animals within the leased
premises.  If the leased premises
include any wooden mezzanine type space, the floor capacity of such space is
suitable only for office use, light storage or assembly work.  LESSEE will protect any carpet with plastic
or masonite chair pads under any rolling chairs.  Unless heat is provided at LESSOR’s expense, LESSEE shall
maintain sufficient heat to prevent freezing of pipes or other damage.  Any increase in air conditioning equipment
or electrical capacity or any installation or maintenance of equipment which is
necessitated by some specific aspect of LESSEE’s use of the leased premises
shall be LESSEE’s sole responsibility, at LESSEE’s expense and subject to
LESSOR’s prior written consent.  All
maintenance provided by LESSOR shall be during LESSOR’s normal business hours.


             10.        ALTERATIONS.  LESSEE shall not make structural alterations
or additions of any kind to the leased premises, but may make nonstructural
alterations provided LESSOR consents thereto in writing.  All such allowed alterations shall be at
LESSEE’s expense and shall conform with LESSOR’s construction
specifications.  If LESSOR or LESSOR’s
agent provides any services or maintenance for LESSEE in connection with such
alterations or otherwise under this lease, any just invoice will be promptly
paid.  LESSEE shall not permit any
mechanics’ liens, or similar liens, to remain upon the leased premises in
connection with work of any character performed or claimed to have been
performed at the direction of LESSEE and shall cause any such lien to be
released or removed forthwith without cost to LESSOR.  Any alterations or additions shall become part of the leased
premises and the property of LESSOR. 
See Paragraph P of Rider to Lease. 
Any alterations completed by LESSOR or LESSEE shall be LESSOR’s
“building standard” unless noted otherwise. 
LESSOR shall have the right at any time to change the arrangement of
parking areas, stairs, walkways or other common areas of the building.


             11.        ASSIGNMENT
OR SUBLEASING.  LESSEE shall
not assign this lease or sublet or allow any other firm or individual to occupy
the whole or any part of the leased premises without LESSOR’s prior written
consent.  Notwithstanding such
assignment or subleasing, LESSEE and GUARANTOR shall remain liable to LESSOR
for the payment of all rent and for the full performance of the covenants and
conditions of this lease.  LESSEE shall
pay LESSOR promptly for legal and administrative expenses incurred by LESSOR in
connection with any consent requested hereunder by LESSEE.  See Paragraph K and L of Rider to Lease.


             12.        SUBORDINATION.  This lease shall be subject and subordinate
to any and all mortgages and other instruments in the nature of a mortgage, now
or at any time hereafter, and LESSEE shall, when requested, promptly execute
and deliver such written instruments as shall be necessary to show the
subordination of this lease to said mortgages or other such instruments in the
nature of a mortgage.


             13.        LESSOR’S
ACCESS.  LESSOR or agents of
LESSOR may at any reasonable time, upon reasonable notice except in the case of
an emergency, enter to view the leased premises, to make repairs and
alterations as LESSOR should elect to do for the leased premises, the common
areas or any other portions of the building, to make repairs which LESSEE is
required but has failed to do, and during the last six months of the lease to
show the leased premises to others.


             14.        SNOW
REMOVAL.  The plowing of snow
from all roadways and unobstructed parking areas shall be at the sole expense
of LESSOR.  The control of snow and ice
on all walkways, steps and loading areas serving the leased premises and all
other areas not readily accessible to plows shall be the sole responsibility of
LESSOR.  Notwithstanding the foregoing,
however, LESSEE shall hold LESSOR and OWNER harmless from any and all claims by
LESSEE’s agents, representatives, employees, callers or invitees for damage or
personal injury resulting in any way from snow or ice on any area serving the
leased premises.


             15.        ACCESS
AND PARKING.  LESSEE shall
have the right without additional charge to use parking facilities provided for
the leased premises in common with others entitled to the use thereof.  Said parking areas plus any stairs,
corridors, walkways, elevators or other common areas (hereinafter collectively
called the common areas) shall in all cases be considered a part of the leased
premises when they are used by LESSEE or LESSEE’s employees, agents, callers or
invitees.  LESSEE will not obstruct in
any manner any portion of the building or the walkways or approaches to the
building, and will conform to all rules and regulations now or hereafter made
by LESSOR for parking, and for the care, use, or alteration of the building,
its facilities and approaches.  LESSEE
further warrants that LESSEE will not permit any employee or visitor to violate
this or any other covenant or obligation of LESSEE.  No unattended parking (i.e., when a vehicle’s driver is not
available at the leased premises) will be permitted between 7:00 PM and
7:00 AM without LESSOR’s prior written approval, and from December 1
through March 31 annually, such parking shall be permitted only in those
areas specifically designated for assigned overnight parking.  Unregistered or disabled vehicles, or storage
trailers of any type, may not be parked at any time.  LESSOR may tow, at LESSEE’s sole risk and expense, any misparked
vehicle belonging to LESSEE or LESSEE’s agents, employees, invitees or callers,
at any time.  LESSOR shall not be
responsible for providing any security services for the leased premises.


             16.        LIABILITY.  LESSEE shall be solely responsible as
between LESSOR and LESSEE for deaths or personal injuries to all persons
whomsoever occurring in or on the leased premises (including any common areas
that are considered part of the leased premises hereunder) from whatever cause
arising, and damage to property to whomsoever belonging arising out of the use,
control, condition or occupation of the leased premises by LESSEE; and LESSEE
agrees to indemnify and save harmless LESSOR and OWNER from any and all
liability, including but not limited to costs, expenses, damages, causes of
action, claims, judgments and attorney’s fees caused by or in any way growing
out of any matters aforesaid, except for death, personal injuries or property
damage directly resulting from the sole or gross negligence of LESSOR.


             17.        INSURANCE.  LESSEE will secure and carry at its own
expense a commercial general liability policy insuring LESSEE, LESSOR and OWNER
against any claims based on bodily injury (including death) or property damage
arising out of the condition of the leased premises (including any common areas
that are considered part of the leased premises hereunder) or their use by
LESSEE, such policy to insure LESSEE, LESSOR and OWNER against any claim up to
One Million (1,000,000) Dollars in the case of any one accident involving
bodily injury (including death), and up to One Million (1,000,000) Dollars
against any claim for damage to property. 
LESSOR and OWNER shall be included in each such policy as additional
insureds using ISO Form CG 20 26 11 85 or some other form
approved by LESSOR.  LESSEE will file
with LESSOR prior to occupancy certificates and any applicable riders or
endorsements showing that such insurance is in force, and thereafter will file
renewal certificates prior to the expiration of any such policies.  All such insurance certificates shall
provide that such policies shall not be cancelled without at least ten (10)
days prior written notice to each insured. 
In the event LESSEE shall fail to provide or maintain such insurance at
any time during the term of this lease, then LESSOR may elect to contract for
such insurance at LESSEE’s expense.


             18.        SIGNS.  LESSOR authorizes, and LESSEE at LESSEE’s
expense agrees to erect promptly upon commencement of this lease, signage for
the leased premises in accordance with LESSOR’s building standards for style,
size, location, etc.  LESSEE shall
obtain the prior written consent of LESSOR before erecting any sign on the
leased premises, which consent shall include approval as to size, wording,
design and location.  LESSOR may remove
and dispose of any sign not approved, erected or displayed in conformance with
this lease.


             19.        BROKERAGE.  LESSEE warrants and represents to LESSOR
that LESSEE has dealt with no broker or third person with respect to this lease
except for Keith Coulter of McPherson Corporation, and LESSEE agrees to
indemnify LESSOR against any brokerage claims arising by virtue of this lease.  LESSOR warrants and represents to LESSEE
that LESSOR has employed no exclusive broker or agent in connection with the
letting of the leased premises.


             20.        DEFAULT
AND ACCELERATION OF RENT.  In
the event that:  (a) any assignment
for the benefit of creditors, trust mortgage, receivership or other insolvency
proceeding shall be made or instituted with respect to LESSEE or LESSEE’s
property; (b) LESSEE shall default in the observance or performance of any
of LESSEE’s covenants, agreements, or obligations hereunder, other than
substantial monetary payments as provided below, and such default shall not be
corrected within ten (10) days after written notice thereof or in the event
such default cannot be cured within said 10 days period, LESSEE shall not have
commenced to cure and be diligently proceeding to cure within said ten (10)
days, or (c) LESSEE vacates the leased premises without continuing to pay
rent, then LESSOR shall have the right thereafter, while such default continues
and without demand or further notice, to re-enter and take possession of the
leased premises, to declare the term of this lease ended, and to remove
LESSEE’s effects, without being guilty of any manner of trespass, and without
prejudice to any remedies which might be otherwise used for arrears of rent or
other default or breach of the lease. 
If LESSEE shall default in the payment of the security deposit, rent,
taxes, substantial invoice from LESSOR or LESSOR’s agent for goods and/or
services or other sum herein specified, and, such default shall continue for
ten (10) days after written notice thereof, and, because both parties agree
that nonpayment of said sums when due is a substantial breach of the lease, and
because the payment of rent in monthly installments is for the sole benefit and
convenience of LESSEE, then in addition to the foregoing remedies the entire
balance of rent which is due hereunder shall become immediately due and payable
as liquidated damages.  LESSOR, without
being under any obligation to do so and without thereby waiving any default,
may remedy same for the account and at the expense of LESSEE.  If LESSOR pays or incurs any obligations for
the payment of money in connection therewith, such sums paid or obligations
incurred plus interest and costs, shall be paid to LESSOR by LESSEE as
additional rent.  Any sums received by
LESSOR from or on behalf of LESSEE at any time shall be applied first to any
unamortized improvements completed for LESSEE’s occupancy, then to offset any
outstanding invoice or other payment due to LESSOR, with the balance applied to
outstanding rent.  LESSEE agrees to pay
reasonable attorney’s fees and/or administrative costs incurred by LESSOR in
enforcing any or all obligations of LESSEE under this lease at any time.  LESSEE shall pay LESSOR interest at the rate
of eighteen (18) percent per annum on any payment from LESSEE to LESSOR which
is past due.


             21.        NOTICE.  Any notice from LESSOR to LESSEE relating to
the leased premises or to the occupancy thereof shall be deemed duly served
when served by constable, or sent to the leased premises by certified mail,
return receipt requested, postage prepaid, addressed to LESSEE.  Any notice from LESSEE to LESSOR relating to
the leased premises or to the occupancy thereof shall be deemed duly served
when served by constable, or delivered to LESSOR by certified mail, return
receipt requested, postage prepaid, addressed to LESSOR at 200 West
Cummings Park, Woburn, MA 01801 or at LESSOR’s last designated address.  No oral notice or representation shall have
any force or effect.  Time is of the
essence in the service of any notice.


             22.        OCCUPANCY.  In the event that LESSEE takes possession of
said leased premises prior to the start of the lease term, LESSEE will perform
and observe all of LESSEE’s covenants from the date upon which LESSEE takes
possession except the obligation for the payment of extra rent for any period
of less than one month.  LESSEE shall
not remove LESSEE’s goods or property from the leased premises other than in
the ordinary and usual course of business, without having first paid and
satisfied LESSOR for all rent which may become due during the entire term of
this lease.  In the event that LESSEE
continues to occupy or control all or any part of the leased premises after the
agreed termination of this lease without the written permission of LESSOR, then
LESSEE shall be liable to LESSOR for any and all loss, damages or expenses
incurred by LESSOR, and all other terms of this lease shall continue to apply
except that rent shall be due in full monthly installments at a rate of one
hundred fifty (150) percent of that which would otherwise be due under this
lease, it being understood between the parties that such extended occupancy is
as a tenant at sufferance and is solely for the benefit and convenience of
LESSEE and as such has greater rental value. 
LESSEE’s control or occupancy of all or any part of the leased premises
beyond noon on the last day of any monthly rental period shall constitute
LESSEE’s occupancy for an entire additional month, and increased rent as
provided in this section shall be due and payable immediately in advance.  LESSOR’s acceptance of any payments from
LESSEE during such extended occupancy shall not alter LESSEE’s status as a
tenant at sufferance.


             23.        FIRE
PREVENTION.  LESSEE agrees to
use every reasonable precaution against fire and agrees to provide and maintain
approved, labeled fire extinguishers, emergency lighting equipment, and exit
signs and complete any other modifications within the leased premises as
required or recommended by the Insurance Services Office (or successor
organization), OSHA, the local Fire Department, or any similar body.


             24.        OUTSIDE
AREA.  Any goods, equipment,
or things of any type or description held or stored in any common area without
LESSOR’s prior written consent shall be deemed abandoned and may be removed by
LESSOR at LESSEE’s expense without notice. 
LESSEE shall maintain a building standard size dumpster in a location
approved by LESSOR, which dumpster shall be provided and served at LESSEE’s
expense by whichever disposal firm may from time to time be designated by
LESSOR.  Alternatively, if a shared
dumpster or compactor is provided by LESSOR, LESSEE shall pay its proportionate
share of any costs associated therewith.


             25.        ENVIRONMENT.  LESSEE will so conduct and operate the
leased premises as not to interfere in any way with the use and enjoyment of
other portions of the same or neighboring buildings by others by reason of
odors, smoke, exhaust, smells, noise, pets, accumulation of garbage or trash,
vermin or other pests, or otherwise, and will at its expense employ a
professional pest control service if necessary.  LESSEE agrees to maintain efficient and effective devices for
preventing damage to heating equipment from solvents, degreasers, cutting oils,
propellants, etc. which may be present at the leased premises.  Except as otherwise provided in
Paragraph N of the Rider to Lease, no hazardous materials or wastes shall
be stored, disposed of, or allowed to remain at the leased premises at any
time, and LESSEE shall be solely responsible for any an all corrosion or other
damages associated with the use, storage and/or disposal of same by LESSEE.


             26.        RESPONSIBILITY.  Neither LESSOR nor OWNER shall be held
liable to anyone for loss or damage caused in any way by the use, leakage,
seepage or escape of water from any source, or for the cessation of any service
rendered customarily to said premises or buildings, or agreed to by the terms
of this lease, due to any accident, the making of repairs, alterations or
improvements, labor difficulties, weather conditions, mechanical breakdowns,
trouble or scarcity in obtaining fuel, electricity, service or supplies from
the sources from which they are usually obtained for said building, or any
cause beyond LESSOR’s immediate control.


             27.        SURRENDER.  LESSEE shall at the termination of this
lease remove all of LESSEE’s goods and effects from the leased premises.  LESSEE shall deliver to LESSOR the leased
premises and all keys and locks thereto, all fixtures and equipment connected
therewith, and all alterations, additions and improvements made to or upon the
leased premises, whether completed by LESSEE, LESSOR or others, including but
not limited to any offices, partitions, window blinds, floor coverings (including
computer floors), plumbing and plumbing fixtures, air conditioning equipment
and ductwork of any type, exhaust fans or heaters, water coolers, burglar
alarms, telephone wiring, telephone equipment, air or gas distribution piping,
compressors, overhead cranes, hoists, trolleys or conveyors, counters, shelving
or signs attached to walls or floors, all electrical work, including but not
limited to lighting fixtures of any type, wiring, conduit, EMT, transformers,
distribution panels, bus ducts, raceways, outlets and disconnects, and
furnishings or equipment which have been bolted, welded, nailed, screwed, glued
or otherwise attached to any wall, floor, ceiling, roof, pavement or ground, or
which have been directly wired to any portion of the electrical system or which
have been plumbed to the water supply, drainage or venting systems serving the
leased premises.  LESSEE shall deliver
the leased premises sanitized from any chemicals or other contaminants, and
broom clean and in the same condition as they were at the commencement of this
lease or any prior lease between the parties for the leased premises, or as
they were modified during said term with LESSOR’s written consent, reasonable
wear and tear and damage by fire or other casualty only excepted.  In the event of LESSEE’s failure to remove
any of LESSEE’s property from the leased premises upon termination of the
lease, LESSOR is hereby authorized, without liability to LESSEE for loss or
damage thereto, and at the sole risk of LESSEE, to remove and store any such
property at LESSEE’s expense, or to retain same under LESSOR’s control, or to
sell at public or private sale (without notice), any or all of the property not
so removed and to apply the net proceeds of such sale to the payment of any sum
due hereunder, or to destroy such abandoned property.  In no case shall the leased premises be deemed surrendered to
LESSOR until the termination date provided herein or such other date as may be
specified in a written agreement between the parties, notwithstanding the
delivery of any keys to LESSOR.  See
Paragraph P of the Rider to Lease.


             28.        GENERAL.  (a) The invalidity or unenforceability
of any provision of this lease shall not affect or render invalid or
unenforceable any other provision hereof. 
(b) The obligations of this lease shall run with the land, and this
lease shall be binding upon and inure to the benefit of the parties hereto and
their respective successors and assigns, except that LESSOR and OWNER shall be
liable only for obligations occurring while lessor, owner, or master lessee of
the premises.  (c) Any action or
proceeding arising out of the subject matter of this lease shall be brought by
LESSEE within one year after the cause of action has occurred and only in a
court of the Commonwealth of Massachusetts. 
(d) If LESSOR is acting under or as agent for any trust or corporation,
the obligations of LESSOR shall be binding upon the trust or corporation, but
not upon any trustee, officer, director, shareholder, or beneficiary of the
trust or corporation individually. 
(e) If LESSOR is not the owner (OWNER) of the leased premises,
LESSOR represents that said OWNER has agreed to be bound by the terms of this
lease unless LESSEE is in default hereof. 
(f) This lease is made and delivered in the Commonwealth of
Massachusetts, and shall be interpreted, construed, and enforced in accordance
with the laws thereof.  (g) This
lease was the result of negotiations between parties of equal bargaining
strength, and when executed by both parties shall constitute the entire
agreement between the parties, superseding all prior oral and written
agreements, representations, statements and negotiations relating in any way to
the subject matter herein.  This lease
may not be extended or amended except by written agreement signed by both
parties or as otherwise provided herein, and no other subsequent oral or
written representation shall have any effect hereon.  (h) Notwithstanding any other statements herein, LESSOR
makes no warranty, express or implied, concerning the suitability of the leased
premises for LESSEE’s intended use; (i) LESSEE agrees that if LESSOR does
not deliver possession of the leased premises as herein provided for any
reason, LESSOR shall not be liable for any damages to LESSEE for such failure,
but LESSOR agrees to use reasonable efforts to deliver possession to LESSEE at
the earliest possible date.  A
proportionate abatement of rent, excluding the cost of any amortized
improvements to the leased premises, for such time as LESSEE may be deprived of
possession of the leased premises, except where a delay in delivery is caused
in any way by LESSEE, shall be LESSEE’s sole remedy.  (j) Neither the submission of this lease form, nor the
prospective acceptance of the security deposit and/or rent shall constitute a
reservation of or option for the leased premises, or an offer to lease, it
being expressly understood and agreed that this lease shall not bind either
party in any manner whatsoever until it has been executed by both parties.  (k) LESSEE shall not be entitled to
exercise any option contained herein if LESSEE is at that time in default of
any terms or conditions hereof. 
(l) Except as otherwise provided herein, LESSOR, OWNER and LESSEE
shall not be liable for any special, incidental, indirect or consequential
damages, including but not limited to lost profits or loss of business, arising
out of or in any manner connected with performance or nonperformance under this
lease, even if any party has knowledge of the possibility of such damages.  (m) The headings in this lease are for
convenience only and shall not be considered part of the terms hereof.  (n) No endorsement by LESSEE on any
check shall bind LESSOR in any way. 
(o) LESSOR and LESSEE hereby waive any and all rights to a jury
trial in any proceeding in any way arising out of this lease.


             29.        [This
section intentionally omitted.]


             30.        WAIVERS,
ETC.  No consent or waiver,
express or implied, by LESSOR, to or of any breach of any covenant, condition
or duty of LESSEE shall be construed as a consent or waiver to or of any other
breach of the same or any other covenant, condition or duty.  If LESSEE is several persons, several
corporations or a partnership, LESSEE’s obligations are joint or partnership
and also several.  Unless repugnant to
the context, “LESSOR” and “LESSEE” mean the person or persons, natural or
corporate, named above as LESSOR and as LESSEE respectively, and their
respective heirs, executors, administrators, successors and assigns.


             31.        [This
section intentionally omitted.]


             32.        ADDITIONAL
PROVISIONS.  (Continued on
attached rider(s) if necessary.)


–
See Attached Rider –


             IN
WITNESS WHEREOF, LESSOR and LESSEE have hereunto set their hands and common
seals and intend to be legally bound hereby this 2nd day of
September, 1998. 


	LESSOR:	 	CUMMINGS PROPERTIES

  MANAGEMENT, INC.	 	LESSEE:	COULTER CELLULAR

  THERAPIES, INC.	 
	 	 	 	 	 	 	 
	By:	 	/s/ Douglas Stephens	 	By:	/s/ [illegible]	9/2/98
	 	 	

	 	 	


	 	 	Executive Vice
  President	 	 	 	 











Exhibit A

Coulter
Cellular Therapies Lease


Laboratory Benches, Cabinets, Desks and
other Casework

Water Purification and Distillation Systems

Laminar Air Flow Systems

HEPA Air Filtration Systems

Fume Hoods

Biosafety and other Laminar Air Flow Cabinets

Steam Generators

Emergency Power Generators

Isolation and Back-up Power Supplies

Autoclaves

Ovens

Glassware, Vial and Stopper Washers

Purified Water Circulation Loops

Compressed Air Systems (excepting in-wall plumbing)

Vacuum Systems (except in-wall plumbing)

Gas Manifold Systems (excepting in-wall plumbing)

Telephones

Telephone Switch Systems (excepting in-wall jacks and wiring)

Computers and Network Systems (excepting in-wall jacks and wiring)

Monitoring and Alarm Systems (excepting in-wall wiring)

Card Access Systems (excepting in-wall wiring)

Public Address Systems (excepting in-wall wiring)

Filing Systems

Bioreactors and other Cell Culture Systems

Incubators

Water Filtration Systems

Analytical Instruments

Refrigerators and Freezers

Cold Rooms and Systems including Insulation

Gases and Fluids Tanks

Compressed Gases Apparatus (excepting in-wall plumbing)

Clean Room Portions and Components other than Lumber-Drywall Installation

Waste Water Treatment Systems










CUMMINGS
PROPERTIES MANAGEMENT, INC.

STANDARD FORM 

RIDER TO LEASE


The following additional provisions are
incorporated into and made a part of the attached lease:


	A.	The
  parties acknowledge and agree that the leased premises consists of
  approximately 9,110 leasable square feet (including 10.65% common area) at
  Suite 2100, approximately 5,780 leasable square feet (including 10.65% common
  area) at Suite 2400, approximately 16,711 leasable square feet (including
  10.65% common area) at Suite 2600, approximately 1,352 leasable square feet
  (including 10.65% common area) at Suite 2900, and approximately 95 leasable
  square (including 10.65% common area) at Suite 1475.


	B.	The
  parties acknowledge and agree, however, that, as of the execution of this
  lease, the leased premises have not been demised.  Accordingly, upon completion of the modifications provided for
  herein, LESSOR shall carefully measure the entire leased premises, and if the
  size including common area does not equal the total number of square feet set
  forth in the initial paragraph of this lease and in Paragraph A above, LESSOR
  shall notify LESSEE in writing of the actual revised square footage and the
  corresponding increase or decrease in rent, based on the same rate per square
  foot used in this lease.


	C.	LESSOR,
  at LESSOR's cost, shall modify the office areas of the leased premises
  according to a mutually agreed upon plan and specifications attached hereto
  within 30 days after LESSOR obtains possession of each office area.  LESSEE, at LESSEE's sole expense, shall
  make any alterations in the lab areas shown on the attached plan, and LESSOR
  agrees to provide LESSEE's contractor with access to each of the lab areas as
  LESSOR obtains possession of each of them. 
  If for any reason other than delay requested or caused by LESSEE
  (which shall include without limitation any additions and/or changes
  requested by LESSEE to the scope of LESSOR's work and any interference by
  LESSEE or LESSEE's contractor with LESSOR's work) LESSOR does not
  substantially complete, except for punch list items, any of the office areas
  within 30 days after LESSOR obtains possession of any office area, LESSEE
  shall then be entitled to a proportionate abatement of rent on a per diem
  basis for the unfinished office area (only) until LESSOR substantially
  completes its work in that office area.


	D.	The
  parties acknowledge and agree that Suites 2100, 2600 and 2900 are presently
  under lease to a third party whose lease terminates on or about October 31,
  1998.  Upon full execution of this
  lease and full payment of the first month's rent and security deposit, LESSOR
  will use reasonable efforts to obtain possession of said premises from the
  existing tenant prior to the termination of its lease.  In the event that LESSOR fails for any
  reason to obtain possession of any of said suites by the commencement date of
  this lease, LESSEE may take the rent deductions in the schedule below from
  each monthly rental payment (to be apportioned for any partial month's
  occupancy) for Suites 2600 and 2900 and for the Suite 2100 office area (as
  shown on the attached plan) until 30 days after LESSOR obtains possession of
  each such suite.  In addition,
  notwithstanding the date that LESSOR obtains possession of the Suite 2100 lab
  area (as shown on the attached plan), LESSEE may deduct $10,929.93 from its
  rent for the month of October 1998 (only). 
  These rent deductions and the rent abatement provided for in Paragraph
  C shall be LESSEE's sole remedy for any delay in delivery of Suites 2100,
  2600 and 2900.


	 	Suite
  2100 office area - discount of $6,505.30 per month


	 	Suite
  2600 - discount of $28,199.81 per month


	 	Suite
  2900 - discount of $2,281.50 per month


	E.	LESSOR,
  if requested to do so by LESSEE and at LESSEE's sole expense, shall make
  alterations necessitated by LESSEE's use of 
  the leased premises according to a detailed plan to be mutually agreed
  upon by both parties.  At LESSEE's request,
  the charges for certain alterations agreed to in advance and completed by
  LESSOR or LESSOR's agents may be incorporated into the lease by separate
  amendment to be attached hereto, amortized (with interest) and then paid for
  by LESSEE in the same manner as base rent which shall otherwise be due.


	F.	*If
  LESSOR should make any alterations and amortize the cost thereof under the
  preceding paragraph, then LESSEE shall provide LESSOR with additional
  security in an amount and form satisfactory to LESSOR and LESSOR's counsel to
  ensure payment of all charges to be amortized.


	G.	Provided
  LESSEE is not then in default of this lease or in arrears of any rent or
  invoice payment, LESSEE shall have the right to extend this lease, including
  all terms, conditions, escalations, etc., for two additional periods of five
  (5) years each ("the extended lease terms") by serving LESSOR with
  written notice of its desire to so extend the lease.  The time for serving such written notice
  shall be not more than 12 months or less than 6 months prior to the
  expiration of the then current lease term. 
  Time is of the essence.


	H.	Notwithstanding
  the provisions of Section 1, annual base rent during the first extended lease
  term shall be recalculated at LESSOR's published annual rental rate as of the
  commencement of the first extended lease term for office space on floors 1 -
  4 of the building less $1.00 per square foot per year, and the base month
  from which to determine the amount of each "Cost of Living"
  adjustment during the first extended lease term shall then be changed to
  January 2004.  The
  "comparison" month shall be changed to November 2004, and the first
  adjustment during the first extended lease term shall take place with the
  rent due on January 1, 2005.  Section
  1 shall continue to apply in all other respects during the first extended
  lease term.


	I.	Notwithstanding
  the provisions of Section 1, annual base rent during the second extended
  lease term shall be recalculated at LESSOR's published annual rental rate as
  of the commencement of the second extended lease term for office space on
  floors 1 - 4 of the building less $1.00 per square foot per year, and the
  base month from which to determine the amount of each "Cost of
  Living" adjustment during the second extended lease term shall then be
  changed to January 2009.  The
  "comparison" month shall be changed to November 2009, and the first
  adjustment during the second extended lease term shall take place with the
  rent due on January 1, 2010.  Section
  1 shall continue to apply in all other respects during the second extended
  lease term.


	J.	During
  the initial term of this lease, LESSEE shall have the one-time right of first
  lease of approximately 1,294 square feet (including 10.65% common area) of
  additional space at 200 Boston Avenue, Suite 2300 and approximately 2,723
  square feet (including 10.65% common area) of additional space at Suite 2500
  at LESSOR's then current published rental rate less $1.00 per square foot per
  year for said spaces as each one becomes available for lease directly from
  LESSOR, subject to the right of the current lessees (if any) to extend or
  otherwise renegotiate their leases. 
  Should LESSEE lease any of said space during the first 12 months of
  this lease, however, the base rate for said space shall be $20.25 per square
  foot.  LESSEE shall have 48 hours from
  receipt of notice from LESSOR of said availability to execute LESSOR's then
  current standard form lease amendment for said additional spaces.  If LESSOR fails to notify LESSEE of the
  availability of either of said spaces and leases said space to others, and if
  LESSEE notifies LESSOR of its desire to lease said space and immediately
  executes LESSOR's then current standard form amendment for said space, LESSOR
  shall then have 60 days to relocate the other party.  If LESSOR fails to relocate the other
  party within said 60 days and execute the amendment with LESSEE, then LESSEE
  may elect, by serving LESSOR written notice within 30 days after expiration
  of the relocation period, to occupy a similar amount of additional space on a
  no-charge basis until such time as LESSOR delivers possession of Suites 2300
  and/or 2500, as applicable.  This
  election of remedies shall be LESSEE's exclusive remedy for any failure by
  LESSOR to deliver possession of Suites 2300 and/or 2500 or any breach by
  LESSOR of the provisions of this paragraph. 
  Time is of the essence.


	K.	LESSEE
  shall have the right to assign this lease or sublet the leased premises to an
  affiliated corporation, namely a corporation in which LESSEE owns at least a
  50 percent interest, a corporation which owns at least a 50 percent interest
  in LESSEE, a corporation which is under common control with LESSEE, a
  corporation with which LESSEE merges, or a corporation which is formed as a
  result of a merger or consolidation involving LESSEE, without further consent
  from LESSOR [provided LESSEE serves LESSOR with prior written notice to that
  effect] and provided LESSEE delivers to LESSOR any documents required under
  this lease, including without limitation certificates of insurance from any
  assignee or sublessee, prior to the effective date of the assignment or
  sublease.  The provisions of Section
  11 shall govern said assignment or sublease in all other respects.


	L.	LESSOR
  hereby consents to the sublease of a portion of the leased premises to
  Consensus, Inc.  an active prospect of
  LESSOR, provided the parties execute LESSOR's standard sublease consent form
  prior to Consensus' occupancy.  LESSEE
  shall not otherwise assign this lease or sublease the leased premises to any
  third party which is then a tenant or active prospect of LESSOR.


	M.	*
  LESSEE may install and maintain at LESSEE's sole expense an illuminated
  exterior sign on the west face of the building in a location to be designated
  by LESSOR and in compliance with any and all ordinances, bylaws, and state
  and local building codes.  In
  addition, prior to commencement of installation, LESSEE shall obtain all
  necessary permits and LESSOR's written consent as to size, graphics, construction,
  etc.


	N.	*
  With reference to Section 25 above, no hazardous materials or hazardous
  wastes shall be used, processed, stored, or disposed of in any manner or form
  within the leased premises or any extension thereof in violation of any
  applicable local, state, or federal law, rule or regulation.  LESSEE shall be solely responsible for and
  shall indemnify and hold LESSOR harmless from any and all liability, damage
  or personal injury associated with any use, processing, storage, or disposal
  of such materials.


	O.	As
  of the termination date of this lease, LESSEE, at LESSEE's sole expense,
  shall return the leased premises free from any and all hazardous materials,
  hazardous wastes, biological, radiological, chemical or other contamination
  or any other materials arising out of LESSEE's use that are in any way
  harmful to anyone, and shall be solely responsible for remedying any and all
  damage, removing any and all contamination, and properly disposing of any
  hazardous materials, hazardous wastes and contamination.  In connection with the foregoing, LESSEE,
  at LESSEE's sole expense, shall engage an independent and accredited
  industrial hygiene consultant to certify that as of the termination date of
  this lease, the entire leased premises and any extension thereof utilized in
  any way by LESSEE is free from any biological, radiological, chemical or
  other contamination and is in no way damaged as a result of LESSEE's use of
  the premises.  Said certification
  shall also specify that none of LESSEE's activities has tendered the premises
  unsuitable in any respect for unrestricted, unconditional future use and
  occupation by others.  Time is of the
  essence.


	P.	Prior
  to the termination date of this lease, LESSEE may remove the equipment listed
  on the mutually agreed upon Exhibit A attached hereto that has been supplied
  and installed by LESSEE if LESSEE has satisfactorily complied with all other
  conditions of this lease and if LESSEE repairs any and all damage resulting
  from such removal and restores the leased premises to their condition prior
  to the installation of said equipment, all on a timely basis prior to the end
  of the lease term.  Until LESSEE fully
  completes such removal, repair and restoration, LESSEE shall be considered to
  be occupying the leased premises, and shall be responsible for rent and all
  other charges due under this lease, including without limitation rent as
  provided for in Section 22.  Time is
  of the essence.


	Q.	The
  maximum "Cost of Living" increase during the initial term of the
  lease (only) shall not exceed 6% in any calendar year.


	R.	*
  Whenever LESSOR's or LESSEE's consent, agreement or approval is required
  under this lease, said consent, agreement or approval shall not be
  unreasonably withheld or delayed.


	S.	*
  LESSOR agrees to provide LESSEE with a key for access to the roof of the
  building and consents to LESSEE's serving the leased premises (only).  LESSEE further agrees that no other work
  shall be carried on or any other equipment installed on the roof without the
  prior written consent of LESSOR. 
  LESSEE shall be fully responsible for, and agrees to indemnify and
  hold LESSOR harmless from, any and all property damage and personal injury
  associated in any way with the activities of LESSEE and LESSEE's agents,
  employees and contractors on the roof and/or the location, installation or
  maintenance of LESSEE's equipment on the roof including, but not limited to,
  damage to the watertight integrity of the roof and the roof membrane from
  whatever cause.


	T.	Notwithstanding
  Section 2 of the lease, in the event LESSEE elects to extend this lease
  pursuant to Paragraph 6, LESSOR shall, at the commencement of the extended
  lease term(s), add to LESSEE's security deposit such interest as would have
  accrued on the security deposit at the simple interest rate of 4% per annum.  This interest shall be held by LESSOR as
  an additional deposit, and shall be refunded to LESSEE in accordance with
  Section 2 at the end of the lease term. 
  No interest shall, however, accrue on interest, and no interest shall
  accrue unless LESSEE extends this lease pursuant to Paragraph G.


	U.	Notwithstanding
  anything in this lease to the contrary, LESSEE may, prior to the commencement
  of the term hereof and at LESSEE's sole expense, perform or cause to be
  performed tests and inspections on or at the leased premises as LESSEE may
  deem necessary or appropriate to address environmental issues, with the
  exception of soil and groundwater testing, provided LESSEE does not interfere
  with LESSOR's work.


	V.	LESSEE
  shall have the right to request and procure additional electric capacity at
  the building from the electric utility provider in order to increase, at
  LESSEE's sole cost and expense, LESSEE's electric service to 2,500 amps.


	W.	To
  the extent that any inconsistency exists between this Rider to Lease and the
  attached lease, the terms contained in this Rider to Lease shall control.


	X.	With
  respect to Section 26, LESSOR shall endeavor to provide LESSEE with
  reasonable notice of any planned shutdown of services in the building that is
  expected to affect LESSEE's operations.


	Y.	LESSOR
  represents, to the best of its knowledge and belief, that there is no
  condition at the property of which the leased premises is a part which
  violates Mass. G.L. c. 21E.


	Z.	Notwithstanding
  Section 28(i) above, in the event that LESSOR fails to obtain possession of
  the entire leased premises for LESSEE on or before April 1, 1999, LESSEE may
  then cancel this lease by serving LESSOR with 60 days written notice to that
  effect on or before April 5, 1999, provided all rent and other charges which would
  otherwise become due prior to the date of LESSEE's notice have been
  previously paid in full and LESSEE is not otherwise in default of the
  lease.  LESSOR shall refund the
  security deposit to LESSEE in accordance with Section 2 above.  Time is of the essence.








 


	LESSOR:	CUMMINGS
  PROPERTIES

  MANAGEMENT, INC.	 	LESSEE:	COULTER
  CELLULAR

  THERAPIES, INC.
	 	 	 	 	 
	By:	/s/ Douglas Stephens	 	By:	/s/ [illegible]
	 	

	 	 	


	 	Executive Vice
  President	 	 	 
	 	 	 	 	 
	Date:	September 2, 1998	 	Date:	September 2, 1998