Prepared by MerrillDirect





Exhibit
10.4


Confidential Materials omitted
and filed separately with the Securities and Exchange Commission.

Asterisks denote omissions.


AGREEMENT


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


             Coulter
desires to transfer to Eligix, and Eligix desires to receive, certain
biological 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 described
in the attached Exhibit B (the “Activities”).


             In
reliance upon and in consideration of the following undertakings, and for other
good and valuable consideration, the parties hereby agree as follows:


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


             2.          At a mutual agreeable time, an Eligix
regulatory representative will travel to Coulter to examine and copy the
documents described in Exhibit D.


             3.          In consideration of the transfer of
Materials and Confidential information to Eligix, Eligix shall pay to Coulter
upon the execution of this Agreement a non-reimbursable advance in the amount
of [**] thousand U.S. dollars ($[**]). 
In addition, no later than three (3) days after acceptance of the
Materials set forth in Exhibit A, Eligix will pay to Coulter the sum of [**]
U.S. dollars ($[**]) per gram of accepted Material.  The advance payment referred to in the prior sentence shall be
credited 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 the
responsibility of, and be paid by Eligix. 
Delivery shall be made to FCA Coulter’s facilities in South San
Francisco, CA (INCOTERMS 1990) or any other delivery point designated by
Coulter.  All payments to be made under
this Agreement shall be paid by bank wire transfer or by automated
clearinghouse (electronic funds transfer) in immediately available funds to
such bank account designated in writing by Coulter.


             4.          Eligix covenants not to make, have
made and/or use the Materials for any purpose other than the performance of the
Activities as set forth in Exhibit B. 
Eligix further covenants that it will not use, or permit any third party
to use, the Materials for any in vivo use.


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


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


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


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


             9.          The obligations of Section 8 shall not
pertain to any information which, to the extent that Eligix can establish by
competent written proof:


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



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



(c)         as evidenced by written records was in
Eligix’s possession at the time of disclosure by Coulter, or was subsequently
and independently developed by Eligix’s employees, officers, agents or
affiliates who had no knowledge of or access to the Confidential Information;



(d)        is received by Eligix from a third party
with the lawful right to disclose such information and who has not obtained the
information either directly or indirectly from Coulter; or



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



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


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


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


             12.        In no event shall Coulter be liable for
any use by Eligix of the Materials and/or Confidential Information.  Eligix agrees to indemnify, defend and hold
harmless 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 or
nature (including reasonable attorney fees and expenses), resulting from or
arising out of: (a) the performance of Activities; (b) any third party claims
based upon, resulting from or arising out of the use of the Material by Eligix;
(c) the manufacture, use, handling, transportation, storage, marketing or sale
of the Material by Eligix; (c) the manufacture, use, handling, transportation,
storage, marketing or sale of the Materials and/or any product or service
resulting 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 breach
by Eligix of any covenant, representation or warrant set forth in this
Agreement; (e) any third party claim, suit or action based upon death or injury
to any person or damage to any property caused by or otherwise resulting from
any subject matter discussed in subsections (a) or (c) above.


             13.        Either party may terminate this
Agreement upon the material breach of the other party, provided that the
non-breaching party gives the breaching party [**] days notice thereof, and an
opportunity to cure such breach within such [**] day period.  Coulter may terminate this Agreement upon
written notice to Eligix if Eligix does not request delivery of the remainder
of the Materials as set forth in Section 1 prior to the expiration of the first
anniversary of the Effective Date. 
Sections 7, 8, 9, 11, 12 and 14 will survive the termination or
expiration of this Agreement for the period set forth in the applicable
Section, or it no period is set forth, perpetually.  In any event, this Agreement will terminate upon completion of
the Activities.  Promptly upon any
termination of this Agreement, Eligix will deliver to Coulter or destroy, at
Coulter’s option, cost and expense, any and all remaining Materials and all
Confidential Information in the possession of Eligix, its employees, officers,
agents, affiliates, sublicensees and contractors.


             14.        Any notice given under this Agreement
shall be in writing and addressed to the other party at the address shown below
for such party, or to such other address as either party shall designate in
writing to the other, and sent by registered mail or certified mail, private
carrier or confirmed facsimile transmission.  Notices shall be deemed to have been given five (5) days after
mailing to the addressee when sent by certified mail, upon receipt by addressee
when delivered by private carrier or upon receipt when sent by confirmed
facsimile 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:	President	Copy
  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 hereto
sets forth the complete and final agreement of the parties regarding the
subject matter discussed herein and supersedes and terminates all prior agreements
and understandings, written or oral, between the parties hereto.  This Agreement may be amended only by a
writing signed by the parties.  This
Agreement shall be governed by the laws of the State of California, as those
laws are applied to contracts entered into and to be performed entirely in
California by California residents.  If
any provision in this Agreement is found by a court of competent jurisdiction
to be unenforceable, such provision shall be severed from this Agreement and
the remainder of the Agreement will continue in full force and effect.  Any claim or controversy arising out of or
related to this Agreement or any breach hereof shall be submitted to a court of
applicable jurisdiction in the State of California, and each party hereby consents
to the jurisdiction and venue of such court.


             16.        Either party shall have the right to
enforce this Agreement and any of its provisions by injunction, specific
performance or other equitable relief without prejudice to any other rights and
remedies that such party may have for a breach of this Agreement.


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


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


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


             IN
WITNESS WHEREOF, the parties have by duly authorized persons, executed this
Agreement, 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
  & Development
	Date:	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 Lot	Cytogen
  Lot	Coulter
  Lot	 	 
	28006RC REP	Y7B0973A	2701041	435
  vials	97gr
	28143RC	Y7B0975A	2702042	868
  vials	195
  gr
						






EXHIBIT B


Description of Activities


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





EXHIBIT C


(this section will be filled
with Eligix’s own 4-page testing protocol)





EXHIBIT D


Documentation


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