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                                                                   Exhibit 10.52

                                 PROMISSORY NOTE

HOPKINTON, MASSACHUSETTS                                           JULY 11, 1997


        FOR VALUE RECEIVED, I, Gregory F. Liposky (the "Borrower"),
unconditionally promise to pay to Creative BioMolecules, Inc., a Delaware
corporation, having offices at 45 South Street, Hopkinton, Massachusetts (the
"Lender"), or order, the Principal Sum of Forty Thousand Dollars ($40,000.00),
with interest at the rate of 6.65% per annum ("Interest"), payable in arrears,
as follows:

        (a)     Provided Borrower is employed by the Lender or its affiliates,
an equal portion of the Principal Sum and accrued Interest shall be forgiven
annually over the first period of twelve (12) months, commencing on February 7,
1997, and then an equal portion of the Principal Sum and accrued Interest shall
be forgiven monthly over the remaining term of thirty-six (36) months commencing
on February 7, 1998, provided Borrower is employed by the Lender or its
affiliates.

        (b)     Following the date of termination for any reason whatsoever of
Borrower's employment, any unpaid balance of the Principal Sum, shall be due and
payable with all unpaid or unforgiven Interest as hereinabove set forth, on or
before the date twenty-four (24) months after the date of termination for any
reason whatsoever of the Borrower's employment with the Lender and its
affiliates. For purposes hereof, an "affiliate" means Creative BioMolecules,
Inc. and any of its 100% owned subsidiaries and any of its or their successors
in business.

        The undersigned agrees to pay all costs and expenses, including an
attorney fee, for the collection of this note upon default, and to pay interest
on all amounts not paid when due (pursuant to the terms hereof, by acceleration,
or otherwise) at the rate of one and one-half (1 1/2%) percent per month until
paid in full. The undersigned further agrees that if this note is not paid in
full when due, the balance due, including interest, may be offset against and
withheld from any amounts, including salary, due to the undersigned from the
holder. All payments shall be made at the office of the holder at 45 South
Street, Hopkinton, Massachusetts, or at such other place as the holder hereof
may from time to time designate in writing.

        At the option of the holder, this note shall become immediately due and
payable without notice or demand upon the occurrence at any time of any of the
following events: (1) default in any payment of principal or interest due
hereunder or in the performance or observance if the terms of conditions of any
mortgage, security agreement, or other instrument or agreement (including
amendments and extensions thereof) securing this note;



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(2) default in the payment or performance of any other liability or obligation
of the undersigned or of any endorser or guarantor of any liability or
obligation of the undersigned to holder; or (3) if any party liable hereon,
whether as maker, endorser, guarantor, surety or otherwise shall die, make an
assignment for benefit of creditors, or if a receiver of any such party's
property shall be appointed, or if a petition in bankruptcy or other similar
proceeding under any law for relief of debtors shall be filed by or against any
such party.

        Each and every party liable hereon, either as maker, endorser,
guarantor, surety or otherwise, hereby (1) waives presentment, demand, protest
and notice of every kind and description, and all suretyship defenses and
defenses in the nature thereof; (2) waives any defenses based upon, and
specifically assents to, any and all extensions and postponements of the time of
payment and all other indulgences and forbearances which may be granted by the
holder to any party hereon; (3) agrees to any substitution, exchange, release,
surrender or other delivery of any collateral held hereunder and to the addition
or release of any other party or person primarily or secondarily liable; and (4)
agrees to be bound by all the terms contained in this note and agrees that the
obligations and agreements of all such parties shall be joint and several.

        No delay or omission on the part of the holder in exercising any right
hereunder shall operate as waiver of such right or of any other right of such
holder, nor shall any delay, omission or waiver on any one occasion be deemed a
bar to or waiver of the alteration or modification of the terms of this note and
only to the extent therein set forth.

        Any default under the note or in the performance and observance of the
provisions of any mortgage, security agreement or other agreement pertaining
thereto shall be deemed a default on all other notes, obligations and
liabilities of all parties liable hereon to the holder, whether now existing or
hereafter arising, and any default on any other note, obligation or liability of
any party liable hereon to the holder, whether now existing or hereafter
arising, shall also be deemed a default under this note.

         No single or partial exercise of any power hereunder or under any
mortgage or security agreement securing this note shall preclude other or future
exercise thereof or the exercise of any other power. The holder thereof shall at
all times have the right to proceed against any portion of the security held
herefore in such order and in such manner as the holder may see fit, without
waiving any rights with respect to any other security.

        All times of payment of principal, interest or any other monies due
under or in respect of this note shall be of the strict essence, provided,
however, that all indebtedness evidenced by this note may be prepaid in whole or
in part at any time without penalty.






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        If any term or provision of this note, or any portion of any such term
or provision, shall be held invalid or against public policy, or if the
application of the same to any person or circumstance is held invalid or against
public policy, then the remainder of this note (or the remainder of such term or
provision) and the application thereof to other persons or circumstances shall
not be affected thereby and shall remain valid and in full force and effect to
the fullest extent permitted by the law.

        All rights and obligations hereunder shall be governed by the laws of
the Commonwealth of Massachusetts and this note is executed as and shall have
the effect of a sealed instrument. Notwithstanding any provision herein or in
any instrument now or hereafter securing this note, the total liability for
payments in the nature of interest shall not exceed the limitations now imposed
by the applicable laws of the state whose laws are controlling on the subject as
shall be determined by final order of a court of competent jurisdiction.

        EXECUTED as an instrument under seal as of MARCH 3, 1998 , and the
instrument shall be effective as of July 11, 1997.




Signed in the presence of:


/s/Cheryl K. Lawton                            /s/Gregory F. Liposky
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                                               Gregory F. Liposky