EMPLOYMENT AGREEMENT

This Employment Agreement (the "Agreement") is entered into as of April 1, 1997, between OXiGENE Inc., a Delaware corporation ("OXiGENE"), and Dr. Ronald W. Pero (the "Executive"). OXiGENE together with its subsidiary OXiGENE Europe AB shall be referred to as the "Company."

W I T N E S S E T H:

WHEREAS, Executive is currently employed by OXiGENE in the capacity of Executive Vice President, Scientific Affairs; and

WHEREAS, OXiGENE and Executive desire to enter into an agreement relating to the continued employment of the Executive by OXiGENE for a four-year period ending April 1, 2001.

NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby mutually acknowledged, OXiGENE and Executive hereby agree as follows:

1. Employment

1.1 Executive shall continue to serve in the capacity of Executive Vice President, Scientific Affairs of OXiGENE, and shall have the duties, responsibilities and authority assigned to Executive by the Board of Directors of OXiGENE, ("Board") consistent with such position including, but not limited to:

(a) all scientific matter, including "in-house" research, contract and GLP pre-clinical research, the chemical aspects of GMP manufacturing and the adaptation and development of pre-clinical procedures and discoveries into clinical material; and

(b) all matters related to OXiGENE's Scientific Advisory Board, including membership, meeting schedules and agenda, coordination of scientific projects, public relations and publications and, subject to Compensation Committee approval, compensation of the members of the Scientific Advisory Board.

Executive shall report directly to OXiGENE's President and Chief Executive Officer.

1.2 Executive, so long as he is employed hereunder, (i) shall devote his full professional time and attention to the services required of him as an employee of OXiGENE, except as otherwise agreed and except as permitted in accordance with paid vacation time subject to OXiGENE's existing vacation policy, and subject to OXiGENE's existing policies pertaining to reasonable periods of absence due to sickness, personal injury or other disability, (ii) shall use his best efforts to promote the interests of OXiGENE, and (iii) shall discharge his responsibilities in a diligent and faithful manner, consistent with sound business practices. Notwithstanding the foregoing, Executive may serve as a director of, and a consultant to, Campamed, Inc., provided such activity does not interfere with Executive's ability to perform his duties and responsibilities hereunder.

2. Term

The term of Executive's employment under this Agreement shall commence as of April 1, 1997, and shall end April 1, 2001, unless terminated sooner as hereinafter provided (the "Employment Term").

3. Base Salary; Stock Options

3.1 During the Employment Term, Executive shall receive an annual base salary in an annual amount equal to $240,000 (such amount as adjusted, from time to time, the "Base Salary"). Executive's salary shall be reviewed annually by the Board. Executive and OXiGENE acknowledge that Executive has elected to defer $180,000 of Executive's Base Salary pursuant to a deferred compensation plan maintained by OXiGENE. The balance of Executive's Base Salary shall be payable in equal installments no less frequently than monthly by OXiGENE Europe AB.

3.2 OXiGENE shall grant to Executive, subject to approval by the Compensation Committee of the Board, pursuant to the OXiGENE Inc. 1996 Stock Incentive Plan (the "Stock Plan"), an option to purchase 60,000 shares of common stock of OXiGENE, $.01 par value per share, as of the date hereof. Such option shall have an exercise price equal to the Fair Market Value (as defined in the Stock Plan) on the date of grant of such option, and shall vest and become exercisable in four (4) equal installments of 15,000 each on the first, second, third and fourth anniversary of the date of grant of such option. The option shall be evidenced by, and subject to, an option agreement having terms described in the Stock Plan, except to the extent otherwise specified in this Agreement, including Section 6 hereof.

4. Benefits

Executive shall be entitled to participate in or receive benefits under any employee benefit plan, arrangement or perquisite generally made available by OXiGENE during the Employment Term to its executives and key management employees.

5. Business Expenses

Executive shall be entitled to receive prompt reimbursement for all reasonable and customary expenses incurred by him in performing services hereunder during the Employment Term; provided that such expenses are incurred and accounted for in accordance with the policies and procedures established by OXiGENE and approved by the Board.

6. Termination

6.1 OXiGENE may, upon giving Executive six (6) months' written notice, terminate Executive's employment subject to all provisions of this Agreement. Notwithstanding the foregoing, OXiGENE may terminate Executive's employment for Cause without prior notice. Executive may, upon giving OXiGENE ten (10) days' notice, terminate Executive's employment hereunder. If Executive terminates his employment following a material breach of the Agreement by OXiGENE, which breach remains uncured ten (10) days after written notice thereof is received by OXiGENE (a "Termination with Good Reason"), Executive shall be treated as if his employment was terminated by OXiGENE without Cause.

6.2 If Executive's employment is terminated by OXiGENE other than for Cause (as defined below) or in the event of a Termination with Good Reason, then OXiGENE shall provide the following to Executive:

(a) as soon as practicable after the effective date of Executive's termination of employment ("Termination Date") a lump sum cash payment equal to the aggregate of the following:

(1) the portion of Executive's then current Base Salary accrued to the Termination Date but unpaid as of the Termination Date (the "Unpaid Salary"); plus

(2) an amount equal to three (3) months' Base Salary; plus

(3) if Executive's termination is a Termination with Good Reason, an amount equal to six (6) month's Base Salary.

(b) All stock options, stock appreciation rights, restricted stock, and other incentive compensation granted to the Executive by OXiGENE shall, to the extent vested, remain exercisable in accordance with the terms of the Stock Plan (or prior applicable plan) and the agreement entered pursuant thereto and the Executive may exercise all such vested options and rights, and shall receive payments and distributions accordingly.

6.3 Except as otherwise set forth in this Section 6, all obligations of OXiGENE under this Agreement shall cease if, during the Employment Term, OXiGENE terminates Executive for Cause or the Executive resigns his employment other than in a Termination with Good Reason. Upon such termination, Executive shall be entitled to receive in a lump sum cash payment as soon as practicable after the Termination Date an amount equal to the Unpaid Salary.

6.4 The foregoing payments upon Executive's termination shall constitute the exclusive payments due Executive upon termination from his employment with OXiGENE under this Agreement or otherwise, provided, however, that except as stated above, such payments shall have no effect on any benefits which may be payable to Executive under any plan of OXiGENE which provides benefits after termination of employment, other than severance pay or salary continuation pursuant to an OXiGENE plan which amount shall be reduced by the severance amount received by Executive pursuant to this Agreement.

6.5 For the purposes of this Agreement, the term "Cause" shall mean any of the following:

(a) the (i) continued failure by Executive to perform substantially his duties on behalf of OXiGENE if Executive fails to remedy that breach within ten
(10) days of OXiGENE's written notice to Executive of such breach; or (ii) material breach of any other provision of this Agreement by the Executive, if the Executive fails to remedy that breach within ten (10) days of OXiGENE's written notice to Executive of such breach; or

(b) any act of fraud, material misrepresentation or material omission, misappropriation, dishonesty, embezzlement or similar conduct against OXiGENE or any affiliate, or conviction of Executive for a felony or any crime involving moral turpitude.

6.6 Upon termination of Executive's employment for any reason, Executive shall resign from the Board of OXiGENE, and any of its affiliates of which he is then a director; such resignations shall be effective not later than the effective date of termination of his employment unless otherwise mutually agreed by Executive and the Board.

7. No Solicitation; Confidentiality; Work for Hire

7.1 Executive nor any Executive-Controlled Person (defined below) will, without the prior written consent of the Board, directly or indirectly solicit for employment, employ in any capacity or make an unsolicited recommendation to any other person that it employ or solicit for employment any person who is or was, at any time during the nine (9) month period prior to the Termination Date, an officer, executive or key employee of OXiGENE or of any affiliate of OXiGENE. As used in this Agreement, the term "Executive-Controlled Person" shall mean any company, partnership, firm or other entity as to which Executive possesses, directly or indirectly, the power to direct or cause the direction of the management and policies of such entity, whether through the ownership of voting securities, by contract or otherwise.

7.2 (a) Executive acknowledges that, through his status as Executive Vice President, Scientific Affairs of OXiGENE and as a member of the Board, he has, and will have, possession of important, confidential information and knowledge as to the business of OXiGENE and its affiliates, including, but not limited to, information related to drugs and compounds developed or under development by the Company, financial results and projections, future plans, the provisions of other important contracts entered into by OXiGENE and its affiliates, possible acquisitions and similar information. Executive agrees that all such knowledge and information constitutes a vital part of the business of OXiGENE and its affiliates and is by its nature trade secrets and confidential information proprietary to OXiGENE and its affiliates (collectively, "Confidential Information"). Executive agrees that he shall not, so long as the Company remains in existence, divulge, communicate, furnish or make accessible (whether orally or in writing or in books, articles or any other medium) to any individual, firm, partnership or corporation, any knowledge or information with respect to Confidential Information directly or indirectly useful in any aspect of the business of OXiGENE or any of its affiliates. As used in the preceding sentence, "Confidential Information" shall not include any knowledge or information that: (i) is or becomes available to others, other than as a result of breach by Executive of this Section 7.2; (ii) was available to Executive on a nonconfidential basis prior to its disclosure to Executive through his status as an officer or employee of OXiGENE or any affiliate; or (iii) becomes available to Executive on a nonconfidential basis from a third party (other than OXiGENE, any affiliate or any of its or their representatives) who is not bound by any confidentiality obligation to OXiGENE or any affiliate.

(b) All memoranda, notes, lists, records and other documents or papers (and all copies thereof), including such items stored in computer memories, on microfiche or by any other means, made or compiled by or on behalf of Executive or made available to him relating to OXiGENE are and shall be OXiGENE's property and shall be delivered to OXiGENE promptly upon the termination of Executive's employment with OXiGENE or at any other time on request and such information shall be held confidential by Executive after the termination of his employment with OXiGENE.

7.3 As used in this Agreement, "Restricted Period" shall mean the twelve
(12) months following Executive's termination of employment.

7.4 The Executive grants the Company and each affiliate of the Company, as appropriate, all rights in and to the contribution made by the Executive to any projects or matters on which the Executive works during the Term. The Executive acknowledges that each such matter and the contribution made by the Executive thereto shall constitute a work made for hire within the meaning of the United States copyright law and other applicable laws. The Company reserve's all rights with respect to information relating to the Company's products, including, but not limited to, the right to apply for patents.

7.5 The provisions contained in this Section 7 as to the time periods, scope of activities, persons or entities affected, and territories restricted shall be deemed divisible so that, if any provision contained in this Section 7 is determined to be invalid or unenforceable, such provisions shall be deemed modified so as to be valid and enforceable to the full extent lawfully permitted.

7.6 Executive agrees that the provisions of this Section 7 are reasonable and necessary for the protection of OXiGENE and that they may not be adequately enforced by an action for damages and that, in the event of a breach thereof by Executive or any Executive-Controlled Person, OXiGENE shall be entitled to apply for and obtain injunctive relief in any court of competent jurisdiction to restrain the breach or threatened breach of such violation or otherwise to enforce specifically such provisions against such violation, without the necessity of the posting of any bond by OXiGENE. Executive further covenants and agrees that if he shall violate any of his covenants under this Section 7, OXiGENE shall be entitled to an accounting and repayment of all profits, compensation, commissions, remuneration or other benefits that Executive directly or indirectly has realized and/or may realize as a result of, growing out of or in connection with any such violation. Such a remedy shall, however, be cumulative and not exclusive and shall be in addition to any injunctive relief or other legal or equitable remedy to which OXiGENE is or may be entitled. Accordingly, Executive agrees that he shall reimburse OXiGENE for any reasonable attorneys' fees and expenses that OXiGENE might incur in enforcing this Section 7 if it is judicially determined that Executive has breached this
Section 7.

8. Taxes

Any amounts payable to the Executive hereunder shall be paid to the Executive subject to all applicable taxes required to be withheld by the Company pursuant to federal, state or local law. The Executive shall be solely responsible for all taxes imposed on the Executive by reason of his receipt of any amounts of compensation or benefits payable hereunder.

9. Amendments

This Agreement may not be altered, modified or amended except by a written instrument signed by each of the parties hereto.

10. Assignment

Neither this Agreement nor any of the rights or obligations hereunder shall be assigned or delegated by any party hereto without the prior written consent of the other parties; provided, however, that any payments and benefits owed to Executive under this Agreement shall inure to the benefit of his heirs and personal representatives.

11. Waiver

Waiver by any party hereto of any breach or default by any other party of any of the terms of this Agreement shall not operate as a waiver of any other breach or default, whether similar to or different from the breach or default waived.

12. Severability

In the event that any one or more of the provisions of this Agreement shall be or become invalid, illegal or unenforceable in any respect, the validity, legality and enforceability of the remaining provisions contained herein shall not be affected thereby.

13. Notices

All notices and other communications provided for in this Agreement shall be in writing and shall be deemed to have been duly given when personally delivered or when mailed by United States registered mail, return receipt requested, postage prepaid, addressed as follows:

If to Executive, to him as follows:

Dr. Ronald Pero
Tornaplatsen 3
S-223 63 Lund
Sweden

With a copy to:

If to OXiGENE, to it as follows:

OXiGENE Inc.
110 East 59th Street
New York, New York 10022

Attention: M. Andica Kunst, Esq.

With a copy to:

Battle Fowler LLP
75 East 55th Street
New York, New York 10022 Attention: Gerald A. Eppner, Esq.

or to such other address or such other person as Executive or OXiGENE shall designate in writing in accordance with this Section 13, except that notices regarding changes in notices shall be effective only upon receipt.

14. Headings

Headings to Sections in this Agreement are for the convenience of the parties only and are not intended to be a part of, or to affect the meaning or interpretation of, this Agreement.

15. Governing Law

This Agreement shall be governed by the laws of the State of New York without reference to the principles of conflict of laws. Each of the parties hereto consents to the jurisdiction of the federal and state courts of the State of New York in connection with any claim or controversy arising out of or connected with this Agreement. Service of process in any such proceeding may be made upon each of the parties hereto at the address of such party as determined in accordance with Section 13 of this Agreement, subject to the applicable rules of the court in which such action is brought.

16. All Other Agreements Superseded

This Agreement contains the entire agreement between Executive and OXiGENE with respect to all matters relating to Executive's employment with OXiGENE and, as of the date hereof, will supersede and replace any other agreements, written or oral, between the parties relating to the terms or conditions of Executive's employment with OXiGENE other than agreements relating to options entered into pursuant to the Stock Plan or a predecessor plan of OXiGENE.

IN WITNESS WHEREOF, OXiGENE and Executive have caused this Agreement to be executed as of the date first above written.

OXiGENE Inc.

By: _________________________
Name:
Title:

This agreement ("AGREEMENT") is made as of August 1, 1997 ("EFFECTIVE DATE") by and between BOSTON MEDICAL CENTER CORPORATION (hereinafter referred to as "BMCC"), a Massachusetts not-for-profit corporation, having its principal place of business at One Boston Medical Center Place, Boston, Massachusetts 02118, which is a member institution of the Boston University Medical Center, and OXiGENE, Inc., (hereinafter referred to as "OXiGENE"), a Delaware corporation, having its principal place of business at 110 East 59th Street, New York, New York 10022.

WHEREAS, BMCC has developed certain technology involving cordycepin, deoxycoformycin and other related compounds, as potential novel agents for use in cancer and infectious diseases, and has established, within its Department of Medicine, a research unit (referred to as the Developmental Therapeutics Unit) to focus on the continued study and clinical development of these and other novel therapeutic agents; and

WHEREAS, OXiGENE and BMCC entered into a Clinical Trial and Sponsored Research Agreement, effective as of December 1, 1996 (the "CORDYCEPIN AGREEMENT", a copy of which is attached hereto for reference purposes only as Appendix A), pursuant to which BMCC, among other things, is carrying out clinical and laboratory-based research studies on cordycepin, deoxycoformycin and other related compounds as novel therapeutic agents; and

WHEREAS, OXiGENE is engaged in the design and development of drugs that enhance the clinical efficacy of radiation therapy and chemotherapy in cancer treatment; and

WHEREAS, the continued study and further development of these radiation- and chemo-sensitizing drugs in collaboration and conjunction with the BMCC Developmental Therapeutics Unit's on-going studies on cordycepin, deoxycoformycin and other related compounds, as contemplated by this AGREEMENT, is of mutual interest and benefit to OXiGENE and BMCC; and

WHEREAS, OXiGENE and BMCC wish to expand their collaboration to additional areas of research;

NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, and other good and valuable considerations, the receipt of which is acknowledged, the parties hereby agree as follows:

1.1 In order to achieve the objectives contemplated by this AGREEMENT, BMCC shall support Dr. Ronald W. Pero, Professor of Molecular Ecogenetics at the University of Lund in Lund, Sweden ("LUND UNIVERSITY"), and OXiGENE's Chief Scientific Officer, in his application to the BMCC Medical-Dental Staff to become a member of the Scientific Staff. Dr. Pero shall be a Research Program Director within the Developmental Therapeutics Unit of the BMCC Department of Medicine. With his appointment to the Medical Dental Staff, Dr. Pero will enjoy all the rights and benefits, and assume all the responsibilities and obligations, as a member of the Scientific Staff as set forth in the BMCC Medical Dental Staff Bylaws.

1.2 In conjunction with the appointment contemplated by Section 1.1, BMCC will propose Dr. Pero for appointment to the rank of Research Professor of Medicine at Boston University School of Medicine. This appointment, in accordance with Boston University Policy on Faculty Appointments, will constitute a secondary professorial appointment to Dr. Pero's primary professorial appointment at LUND UNIVERSITY. Dr. Pero will enjoy all the rights and benefits, and will assume all the responsibilities and obligations, of full professorial status in the Department of Medicine of Boston University School of Medicine.

1.3 BMCC will provide Dr. Pero with appropriate laboratory and administrative space and facilities within the BMCC Developmental Therapeutics Unit (the "FACILITY") to carry out the activities contemplated by this AGREEMENT.

1.4 By virtue of his appointment as a Research Program Director, Dr. Pero will have the authority, subject to review and approval by Dr. Joseph Loscalzo, Chairman of the Department of Medicine of BMCC, to recruit and appoint appropriately qualified individuals to serve as members of his research and administrative staff within the Developmental Therapeutics Unit.

2.1 BMCC and OXiGENE agree to conduct programs of laboratory-based and clinical research at the FACILITY (the "RESEARCH PROGRAM") in accordance with the terms of this AGREEMENT. The RESEARCH PROGRAM shall have the following component parts:

(i) A laboratory-based and clinical program pursuant to which Dr. Pero will conceive, direct, manage and conduct research aimed at the continued development of N-substituted benzamides as therapeutic agents, in continuity with his on-going work at LUND UNIVERSITY as described in the N-substituted benzamide Statement of Work attached hereto as Appendix B (the "N-SUBSTITUTED BENZAMIDE PROGRAM").

(ii) The ongoing laboratory-based and clinical program pursuant to which Drs. McCaffrey and Sugar will conceive, direct, manage and conduct research aimed at the continued development of cordycepin, deoxycoformycin and other related compounds, as novel therapeutic agents in cancer and infectious diseases as described in the Cordycepin Statement of Work in Appendix B of the CORDYCEPIN AGREEMENT which previously governed that program (the "CORDYCEPIN PROGRAM").

(iii) Additional laboratory-based and clinical projects to be proposed by Drs. Pero, McCaffrey and Sugar and other members of the BMCC and Boston University faculty to: (a) explore potential therapeutic synergies between N-substituted benzamides and cordycepin and related compounds; and (b) to identify novel therapeutic agents for use in treating human disease.

(iv) A program to conceive, design and conduct clinical trials employing novel therapeutic agents and/or strategies in defined disease states.

2.2 OXiGENE understands that BMCC's primary mission is patient care, education and advancement of knowledge, and that the RESEARCH PROGRAM contemplated by this AGREEMENT shall be performed in a manner consistent with that mission. The manner of conducting, and the research projects to be undertaken pursuant to the RESEARCH PROGRAM shall be determined by a committee (the "RESEARCH PROGRAM REVIEW COMMITTEE") initially consisting of:

(i) Dr. Pero, Research Program Director, Developmental Therapeutics Unit;

(ii) Dr. Ronald P. McCaffrey, Head, Developmental Therapeutics Unit;

(iii) Dr. Joseph Loscalzo, Chairman, BMCC Department of Medicine; and

(iv) a representative designated by OXiGENE; initially this representative shall be Dr. Claus Moller, OXiGENE's Chief Medical Officer.

The Committee shall operate under the Chairmanship of Dr. Loscalzo.

3.1 In consideration of BMCC's agreement to conduct the RESEARCH PROGRAM as determined and approved by the RESEARCH PROGRAM REVIEW COMMITTEE, OXiGENE agrees to pay to BMCC the amounts set forth in Schedule 3.1 attached hereto (the "INITIAL RESEARCH BUDGET"). The INITIAL RESEARCH BUDGET shall cover the expense of conducting the RESEARCH PROGRAM at the FACILITY for the 12-month period ending July 31, 1998.

3.2 The RESEARCH PROGRAM REVIEW COMMITTEE shall determine and approve a budget for each 12-month period subsequent to the INITIAL RESEARCH BUDGET (each a "SUBSEQUENT BUDGET" and together with the INITIAL BUDGET, the "BUDGET") no later than three (3) months prior to the beginning of the 12-month period to which such SUBSEQUENT BUDGET relates. The RESEARCH PROGRAM REVIEW COMMITTEE, by unanimous decision, shall allocate each BUDGET to the component parts of the RESEARCH PROGRAM. The RESEARCH PROGRAM REVIEW COMMITTEE shall review each BUDGET from time to time to determine if any reallocations are necessary or appropriate.

3.3 BUDGET payments to be made pursuant to ARTICLE III shall be made in quarterly installments in advance, with the first payment due promptly after the EFFECTIVE DATE. BUDGET payments shall be made in the name of "BOSTON MEDICAL CENTER CORPORATION," and if by check shall be sent to Boston Medical Center Corporation, Office of Grants and Contracts, One Boston Medical Center Place, Suite V412, Boston, Massachusetts 02118, Attention: Director. If payments are made by wire transfer, they shall be sent to State Street Bank, ABA Number 011000028, to the credit of Account Number 6960-770-3, Beneficiary Boston Medical Center.

4.1 From time to time during the performance of the RESEARCH PROGRAM, OXiGENE representatives, upon reasonable advance notice, shall have the opportunity to meet and consult with Drs. Pero, McCaffrey, Sugar and any other Principal Investigator funded under the BUDGET regarding the progress and performance of the RESEARCH PROGRAM.

4.2 Drs. Pero, McCaffrey, Sugar and all Principal Investigators funded from the BUDGET, shall provide:

(a) a quarterly accounting, by project, of funds expended;

(b) a written progress report on the RESEARCH PROGRAM every six
(6) months;

(c) and a comprehensive written progress report on the RESEARCH PROGRAM every twelve (12) months

to the RESEARCH PROGRAM REVIEW COMMITTEE, with copies to OXiGENE, the Chairman of the BMCC Department of Medicine and the Director of the Office of Technology Transfer of Boston University. The reports contemplated by this Section 4.2 shall include an accounting of the disposition of funds, and a projection of budget requirements during the next twelve (12) months.

5.1 Each Principal Investigator of any RESEARCH PROGRAM conducted at the FACILITY and funded from the BUDGET shall be free to publish or to present at professional scientific conferences the results of the RESEARCH PROGRAM conducted pursuant to this AGREEMENT. In order to protect against loss of confidentiality or patent rights as a result of any such publication or presentation, a Principal Investigator shall submit copies of drafts of any intended publication or presentation of results of the RESEARCH PROGRAM conducted pursuant to this AGREEMENT to OXiGENE at least thirty (30) days prior to the anticipated date of submission of data for publication or presentation. If OXiGENE, in its reasonable judgment, requires additional time to seek patent protection, then the Principal Investigator shall defer the submission of the materials for such publication or presentation for an additional thirty (30) days.

6.1 OXiGENE may wish, from time to time, in connection with the RESEARCH PROGRAM to be conducted at the FACILITY pursuant to this AGREEMENT, to disclose to RESEARCH PROGRAM personnel information that is confidential and proprietary in nature. All such information which has been indicated as confidential orally if disclosed orally or has been marked confidential if disclosed in writing, electronically or visually, shall be kept confidential by RESEARCH PROGRAM personnel for a period of five
(5) years from the date of receipt of such CONFIDENTIAL INFORMATION. This obligation shall not apply to any information which:

(a) was already known to RESEARCH PROGRAM personnel as evidenced by written records;

(b) is, or at some future time, becomes publicly known under circumstances not involving a breach of this AGREEMENT by RESEARCH PROGRAM personnel, or any other person subject to a confidentiality or non-disclosure obligation to OXiGENE;

(c) RESEARCH PROGRAM personnel are legally compelled, by applicable law, to disclose, provided, however, that in such an event RESEARCH PROGRAM personnel shall give prompt notice to OXiGENE of such a requirement so that it may seek a protective order or other appropriate remedy.

6.2 All RESEARCH PROGRAM personnel to whom OXiGENE discloses CONFIDENTIAL INFORMATION shall sign a CONFIDENTIALITY AGREEMENT in the form attached hereto as Appendix C.

6.3 Neither RESEARCH PROGRAM personnel, nor BMCC, its trustees, officers, employees and agents shall be liable for any claim or damage resulting from the disclosure of CONFIDENTIAL INFORMATION, except to the extent that same results from negligence or willful misconduct of any such person or entity. In no event shall RESEARCH PROGRAM personnel and BMCC, its trustees, officers, employees and agents be liable for indirect, special or consequential damages (including, but not limited to, lost profits). In no event shall the liability of RESEARCH PROGRAM personnel and BMCC, its trustees, officers, employees and agents exceed the amounts payable to BMCC under this AGREEMENT. The foregoing notwithstanding, RESEARCH PROGRAM personnel and BMCC agree that the provisions regarding CONFIDENTIAL INFORMATION contained in this AGREEMENT are fair and reasonable, that money damages would not be a sufficient remedy for any breach of this AGREEMENT by RESEARCH PROGRAM personnel or BMCC, and that in addition to all other remedies, OXiGENE shall be entitled to specific performance and injunctive or other equitable relief as a remedy for such breach.

7.1 Neither party shall use the name of the other party or of any of the RESEARCH PERSONNEL in any advertising or promotional material without the prior written approval of the other party. The foregoing notwithstanding, (i) BMCC shall acknowledge OXiGENE'S financial contribution and sponsorship of the RESEARCH PROGRAM in BMCC's customary reports and publications; (ii) OXiGENE may file a copy of this AGREEMENT (redacted to the extent permitted by applicable law to ensure confidentiality) as an exhibit to, and disclose the existence and describe the terms of this AGREEMENT in, its press releases, reports and filings, including, but not limited to, releases, reports and filings with the US Securities and Exchange Commission and relevant non-US government authorities; and (iii) OXiGENE may make reference to technical publication by RESEARCH PROGRAM personnel or their co-authors. Any publicity of this AGREEMENT pursuant to this ARTICLE VI shall describe the relationship of the parties accurately and appropriately.

8.1 BMCC shall own all rights to any patentable discovery or invention made at the FACILITY in the course of work conducted under the RESEARCH PROGRAM and funded from the BUDGET, including, but not limited to, processes, methods, formulas and techniques (collectively, "INVENTIONS").

8.2 A committee (the "PATENT COMMITTEE") consisting of Drs. Pero and McCaffrey, the Director of the Office of Technology Transfer of Boston University, one additional representative to be nominated by BMCC and two additional representatives to be nominated by OXiGENE, shall, from time to time, but no less frequently than every six (6) months, evaluate observations, discoveries and inventions made at the FACILITY in the course of work conducted under the RESEARCH PROGRAM, and determine whether to proceed with the filing of a patent application with respect to any such observation, discovery or invention. The costs of such patent filing shall be the responsibility of OXiGENE. Any patent filing and prosecution expense incurred by OXiGENE pursuant to this AGREEMENT shall be offset against future royalties due by OXiGENE in respect of any LICENSE (as defined in Section 8.3). In the event that the PATENT COMMITTEE determines that a patent should not be filed pursuant to this AGREEMENT, each of BMCC or OXiGENE, as the case may be, may file a patent application in its respective name and at its respective expense, and shall so inform the other party. In the event that such a patent is commercialized by either BMCC and OXiGENE, BMCC and OXiGENE will negotiate financial terms (including royalties and the distribution thereof) with respect to such a patent in good faith, recognizing the origin of the INVENTION to be in the RESEARCH PROGRAM, and thus subject to the overall terms and conditions of ARTICLE VIII.

8.3 OXiGENE shall have the option to acquire an exclusive, worldwide, royalty-bearing license (a "LICENSE"), including the right to sublicense, to make, have made, use, lease, market and sell products embodying, or produced through the use of, any INVENTION. Any agreement with respect to a LICENSE shall include financial terms generally and customarily found in license agreement, including a royalty on net sales within the range set forth in Schedule 8.3 attached hereto and appropriate due diligence and administrative provisions.

8.4 Any LICENSE granted to OXiGENE pursuant to Section 8.3 shall be subject to the Boston University Medical Center Patent Policy, except that royalty income received by BMCC from INVENTIONS made in the course of work conducted under the N-SUBSTITUTED BENZAMIDE PROGRAM shall be distributed as follows:

(i) 20% to BMCC for its unrestricted use;

(ii) 80% to BMCC to be applied against future BUDGETS for the RESEARCH PROGRAM.

provided, however, that royalty income received by BMCC from JOINT INVENTIONS (as defined below) shall be distributed fifty percent (50%) in accordance with Boston University Medical Center Patent Policy and fifty percent (50%) in accordance with the provisions of this Section
8.4. For purposes of this AGREEMENT, a "JOINT INVENTION" is any invention made at the FACILITY in the course of work conducted under the RESEARCH PROGRAM that is the subject of a U.S. patent application in which the persons properly named as inventors under U.S. patent law include at least (a) one (1) individual whose RESEARCH PROGRAM work is funded from the BUDGET and whose work is primarily related to the N-SUBSTITUTED BENZAMIDE PROGRAM, and (b) one (1) individual funded by BMCC whose work is primarily related to the components of the RESEARCH PROGRAM set forth in Sections 2.1 (iii) and (iv).

8.5 Royalty income received from INVENTIONS made in the course of work conducted under the CORDYCEPIN PROGRAM shall be distributed in accordance with the Boston University Medical Center Patent Policy.

8.6 If OXiGENE elects to exercise its option to acquire a LICENSE, OXiGENE and BMCC agree to negotiate the specific terms thereof in good faith. The parties agree to use their reasonable best efforts to complete any LICENSE negotiations, including the execution of an agreement, within six (6) months of OXiGENE'S written notice to BMCC electing to exercise its option, provided, however, that if OXiGENE and BMCC agree that reasonable progress has been made in the negotiations of a particular LICENSE agreement, the six-month period shall be extended for one period of ninety (90) days to allow for the conclusion of such negotiations. If no agreement on the terms and conditions of a particular LICENSE agreement can be reached within the period provided in the preceding sentence, then BMCC shall be free to negotiate a license arrangement with a third party. If the terms and conditions agreed to between BMCC and any third party, taken in total, are materially more favorable to such third party than those that were last offered to, and not accepted by, OXiGENE (the "THIRD PARTY TERMS"), BMCC shall give prompt written notice (the "THIRD PARTY LICENSE NOTICE") to OXiGENE of the THIRD PARTY TERMS, and OXiGENE shall have a right of first refusal (exercisable by written notice to BMCC within ten (10) days after receipt by OXiGENE of the THIRD PARTY LICENSE NOTICE) to enter into a license arrangement with BMCC on the THIRD PARTY TERMS.

8.7 If OXiGENE declines to exercise its option to acquire a LICENSE because the subject matter of the INVENTION is outside its strategic focus, and BMCC licenses such INVENTION to a third party, income received by BMCC from such third party licensee shall be distributed in accordance with the provisions of Section 8.4.

9.1 OXiGENE shall defend, indemnify and hold harmless BMCC, its trustees, officers, employees and agents and their respective successors, heirs and assigns (collectively, the "INDEMNITEES"), against any and all liability, damage, loss or expense (including reasonable attorneys' fees and expenses of litigation) that may be incurred by, or imposed upon, the INDEMNITEES, or any of them, in connection with any claim, suit, demand, action or judgment arising out of the following:

(a) the design, production, manufacture, sale, use in commerce, lease, or promotion by OXiGENE or by an affiliate or sublicensee of OXiGENE of any product, process or service relating to or developed pursuant to this Agreement; or

(b) any other activities to be carried out pursuant to this Agreement.

9.2 OXiGENE shall have no obligation to indemnify against any liability, damage, loss or expense (including reasonable attorneys' fees and expenses of litigation) to the extent the same is attributable to: (i) the negligence or willful misconduct of any of the INDEMNITEES; or (ii) if the RESEARCH PROGRAM involves a clinical trial of an investigational drug, a failure of any of the INDEMNITEES to adhere to the terms of the protocol or OXiGENE'S written instructions relative to use of the investigational drug; or (iii) the loss by BMCC of its status as a not-for-profit corporation under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended.

9.3 BMCC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE CONDITION OF THE RESEARCH OR ANY INVENTION(S) OR PRODUCT(S), WHETHER TANGIBLE, CONCEIVED, DISCOVERED OR DEVELOPED UNDER THIS AGREEMENT; OR THE MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OF THE RESEARCH OR ANY SUCH INVENTION OR PRODUCT. BMCC SHALL NOT BE LIABLE FOR ANY DIRECT, CONSEQUENTIAL OR OTHER DAMAGES SUFFERED BY OXiGENE, ANY LICENSEE OR ANY OTHERS RESULTING FROM THE USE OF THE RESEARCH OR ANY SUCH INVENTION OR PRODUCT.

10.1     For the  purpose of this  AGREEMENT  and all  services  to be  provided
         hereunder, the parties shall be, and shall be deemed to be, independent
         contractors  and not agents or employees  of the other  party.  Neither
         party shall have authority to make any statements,  representations  or
         commitments  of any kind,  or to take any action which shall be binding
         on the other party,  except as may be explicitly provided for herein or
         authorized in writing.

11.1     The initial term of this  AGREEMENT  shall be from July 1, 1997 through
         June 30,  2000.  This  AGREEMENT  shall  automatically  be extended for
         additional 12- month periods, provided,  however, that either party may
         give written notice (a "TERMINATION NOTICE") to the other party that it
         desires to terminate this AGREEMENT, in which case this AGREEMENT shall
         terminate  effective as of the date that is twelve (12) months from the
         TERMINATION NOTICE.


11.2     BMCC may terminate  the  AGREEMENT  upon thirty (30) days prior written
         notice to  OXiGENE  if  circumstances  beyond  its  control  reasonably
         preclude continuation of the RESEARCH PROGRAM.


11.3     If,  based on any of the  meetings or reports  specified in ARTICLE IV,
         OXiGENE,  in  its  sole  and  absolute   discretion,   determines  that
         scientific  progress  in any  one or  more  of  the  components  of the
         RESEARCH  PROGRAM has been  inadequate  and that it wishes to terminate
         funding for said  component,  then OXiGENE may give  written  notice to
         BMCC of its  determination,  in which case  funding  for such  RESEARCH
         PROGRAM  component  will  terminate  effective  three (3) months  after
         receipt of said notice by BMCC.


11.4     In the  event  that  either  party  shall be in  default  of any of its
         obligations  under this AGREEMENT and shall fail to remedy such default
         within sixty (60) days after  receipt of written  notice  thereof,  the
         party not in default shall have the right to terminate  this  AGREEMENT
         immediately by giving written notice thereof.


11.5     Termination  or  cancellation  of this  AGREEMENT  shall not affect the
         rights and  obligations  of the parties  accrued prior to  termination.
         Upon any  termination of this  AGREEMENT,  BMCC shall be entitled to be
         compensated for all reasonable out-of-pocket expenses and uncancellable
         commitments  incurred as of the  effective  date of  termination  in an
         amount  not to  exceed  the  remaining  amount  then  budgeted  for the
         RESEARCH PROGRAM.


11.6     ARTICLES VI and VIII and any other  provisions of this AGREEMENT  which
         by their nature extend beyond the  termination of this AGREEMENT  shall
         survive  such  termination.  If  an  INVENTION(S)  made  prior  to  the
         termination of this AGREEMENT  results in royalty income  subsequent to
         the  termination  of this  AGREEMENT and said royalty income comes from
         INVENTIONS made in the course of work conducted under the N-SUBSTITUTED

BENZAMIDE PROGRAM, it shall be distributed as follows:

(i) 50% to BMCC and

(ii) 50% to OXiGENE

until BMCC has received five million dollars ($5,000,000) in cumulative payments, and thereafter:

(iii) 20% to BMCC and

(iv) 80% to OXiGENE.

If said royalty income is from JOINT INVENTIONS, fifty percent (50%) shall be distributed in accordance with Boston University Medical Center Patent Policy and fifty percent (50%) in accordance with the provisions of this Section 11.6.

12.1     In the event a  controversy  or  dispute  arises  between  the  parties
         relating to any provision of this AGREEMENT, including, but not limited
         to, the specific  terms of any LICENSE  agreement  being  negotiated in
         connection  with the exercise of OXiGENE'S  option  pursuant to Section
         8.3  hereof,  or the breach of any  provision  of this  AGREEMENT,  the
         parties  agree to use the  following  procedure  prior to either  party
         pursuing other available remedies.

         (a)      The parties shall promptly hold a meeting,  such meeting to be
                  attended  by  individuals   with   decision-making   authority
                  regarding the dispute, in an attempt to negotiate a resolution
                  of the dispute in good faith.

         (b)      If within thirty (30) days after such meeting the parties have
                  not succeeded in negotiating a resolution of the dispute, they
                  agree to submit  the  dispute  to  mediation  by the  American
                  Arbitration   Association  (the  "AAA"),   the  cost  of  such
                  mediation to be borne equally by both parties.

         (c)      The  parties  agree  to  participate  in  good  faith  in  the
                  mediation  and  negotiations  related  thereto for a period of
                  thirty  (30)  days.  If the  parties  are  not  successful  in
                  resolving the dispute through mediation, then either party may
                  submit the dispute to arbitration, unless the parties mutually
                  agree otherwise.


12.2     Arbitration shall be subject to the following terms:

         (a)      The arbitration shall be held at a mutually agreeable location
                  in the Boston, Massachusetts metropolitan area.

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

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

         (d)      The arbitrator(s) shall be selected as follows:

                  Each  party  shall  submit a  description  of the matter to be
                  arbitrated  together with the terms of this ARTICLE XII to the
                  AAA at its Regional Office in Boston,  Massachusetts.  The AAA
                  shall   submit  to  the  parties  a  list  of  the   qualified
                  arbitrators  available  to  arbitrate  the  matter.  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 parties will each select an
                  arbitrator  and  the  two  arbitrators  will  select  a  third
                  arbitrator.

         (e)      Within sixty (60) days after  selection of the  arbitrator(s),
                  each  party  shall  submit a  description  of the matter to be
                  arbitrated to said arbitrator(s).

         (f)      From the  date  the  arbitrator(s)  is in  possession  of both
                  parties'  submitted  material,  the  arbitrator(s)  shall have
                  forty-five  (45)  days in which  to hear  oral  testimony  and
                  render a decision.  Each party shall have a maximum of two (2)
                  working  days  during said  forty-five  day period in which to
                  present oral testimony.

         (g)      Time periods set forth in this ARTICLE XII may be altered only
                  by mutual consent of the parties;

         (h)      The   arbitrator(s)   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;

         (i)      The fees of the  arbitrator(s)  and any  other  costs and fees
                  associated  with the  arbitration  shall be paid in accordance
                  with  the  decision  of the  arbitrator(s),  except  that  the
                  prevailing  party  shall  pay no more  than  one-half  of such
                  costs.

         (j)      Except as  provided  in Section  12.2(i) the  decision of  the
                  arbitrator(s)  shall be final and binding on all parties,  and
                  judgment   may  be  entered   thereon  in  any  court   having
                  jurisdiction thereof.

13.1     This  AGREEMENT  may not be assigned by either party  without the prior
         written consent of the other party, provided, however, that OXiGENE may
         assign this AGREEMENT,  in whole or in part, to any person controlling,
         under  common  control with or  controlled  by OXiGENE.  The  foregoing
         notwithstanding,  the  sale of all or  substantially  all of  OXiGENE'S
         assets or the merger or  consolidation  of OXiGENE with or into another
         entity shall not be deemed an assignment by OXiGENE of this AGREEMENT.


13.2     This AGREEMENT  constitutes  the entire  agreement  between the parties
         hereto with respect to the subject  matter  hereof,  and supersedes and
         replaces any prior agreement or understanding, whether written or oral.
         No representations and warranties, other than those expressly set forth
         herein,   shall  be   deemed   to  have  been   made.   The   foregoing
         notwithstanding,  the  CORDYCEPIN  AGREEMENT is hereby  terminated  and
         shall no longer have any force and effect,  except provisions  relating
         to the STUDY (as defined in the CORDYCEPIN AGREEMENT) and ARTICLE VIII,
         including  APPENDIX E (with  respect to the  licensing  of  cordycepin)
         shall remain in effect. This AGREEMENT may not be amended,  modified or
         supplemented, unless signed by the parties hereto.


13.3     Any notice  required  by this  AGREEMENT  shall be deemed  sufficiently
         given  if sent  in  writing  by  prepaid,  first  class,  certified  or
         registered  mail,  return receipt  requested,  addressed in the case of
         BMCC to:

                  Office of General Counsel
                  Boston Medical Center Corporation
                  One Boston Medical Center Place, Suite 217
                  Boston, MA  02118
                           Attn.: General Counsel


                  with a copy to:


                  Office of Technology Transfer
                  Community Technology Fund
                  Boston University
                  108 Bay State Road
                  Boston, MA 02215
                           Attn.:  Director


                  and in the case of OXiGENE to:


                  OXiGENE, Inc.
                  110 East 59th Street, 29th Floor
                  New York, NY 10022
                           Attn.:  Vice President


                  with a copy to:


                  OXiGENE Europe AB
                  Ideon Research Park
                  Scheelevagen 17
                  S-223 70 Lund,
                  SWEDEN
                           Attn.:  Chief Scientific Officer


         or at such other address as may be designated by notice given from time
         to time pursuant to the terms of this provision.


13.4     This AGREEMENT  shall be construed and enforced in accordance  with the
         laws of the Commonwealth of Massachusetts.

IN WITNESS WHEREOF, the parties have caused this agreement to be executed by their duly authorized representatives.

By:      --------------------------      By:     -------------------------


Name:    Bo Haglund                      Name:   Kevin Ward


Title:   Chief Financial Officer         Title:  Director of Financial Planning

TECHNOLOGY DEVELOPMENT AGREEMENT
No. 206-01.OPT

THIS AGREEMENT, made this 27th day of May, 1997 (the "EFFECTIVE DATE"), is by and between the ARIZONA BOARD OF REGENTS, a body corporate of the State of Arizona, acting on behalf of and for ARIZONA STATE UNIVERSITY of Tempe, Arizona ("ASU") and OXiGENE Europe AB, a corporation organized under the laws of Sweden having its principal place of business located at IDEON Research Park, Scheelevagen 17, S-223 70 Lund, SWEDEN ("OPTIONEE").

A. Certain inventions, generally characterized as a family of Anti-cancer drugs known under the name "Combretastatins" and collectively referred to as the "TECHNOLOGY", were made in the course of research at ASU by G. Robert Pettit, and others and are covered by ASU's Patent Rights as defined below.

B. ASU owns certain patent applications and patents covering the TECHNOLOGY as set forth in Paragraph 1.1 (ASU's PATENT RIGHTS), and ASU may file one or more additional applications claiming the TECHNOLOGY or novel adaptations or modifications of it.

C. The National Cancer Institute sponsored part of the development of the TECHNOLOGY and, as a consequence, this Agreement is subject to overriding obligations to the Federal Government as set forth in 35 U.S.C. 200-212 and applicable governmental implementing regulations.

D. ASU is desirous that the TECHNOLOGY be developed and utilized to the fullest extent so that the benefits can be enjoyed by the general public.

E. The OPTIONEE is desirous of obtaining certain rights from ASU for the commercial development, use and sale of products or services covered by ASU's PATENT RIGHTS, and ASU is willing to grant such rights;

1. DEFINITIONS

1.1. "ASU's PATENT RIGHTS" shall mean patent rights to any subject matter claimed in or covered by any of the following:

and continuing applications thereof including all additions, renewals, divisions, substitutions, continuations and continuation-in-part applications; any patents issuing on said application or continuing applications including reissues; and any corresponding foreign applications or patents.

1.2. "LICENSED PRODUCT" shall mean any material, composition, composition of matter, compound, device or embodiment the use of which would constitute, but for any license granted to the OPTIONEE, pursuant to a LICENSE AGREEMENT, if entered, an infringement of any pending or issued claim within ASU's PATENT RIGHTS as defined herein.

1.3. "LICENSED METHOD" shall mean any method, procedure, process or other subject matter whose use or practice would constitute, but for any license granted to OPTIONEE, pursuant to a LICENSE AGREEMENT, if entered, an infringement of any claim in the ASU PATENT RIGHTS as defined herein.

1.4. "KNOW-HOW" shall mean all technical data, information, materials and technical expertise that relates to TECHNOLOGY, including without limitation, chemical and physical data and techniques, clinical data, medical uses, product forms, formulations, and specifications.

1.5. "NET SALES" means the total of the gross invoice prices of LICENSED PRODUCTS sold by the OPTIONEE, if the parties enter a LICENSE AGREEMENT, an AFFILIATE or a sublicensee, if applicable, less the sum of the following actual and customary deductions where applicable: cash, trade or quantity discounts; sales, use, tariff, import/export duties or other excise taxes imposed on or levied with respect to any sale of LICENSED PRODUCTS; transportation charges and allowances or credits to customers because of rejections or returns. Transfers to an AFFILIATE or sublicensee for end use by such AFFILIATE or sublicensee if applicable shall be treated as NET SALES.

1.6. "AFFILIATE" means any corporation or other business entity that, directly or indirectly, controls, is controlled by or is under common control with OPTIONEE provided, however, that in any country where the local law shall not permit foreign equity participation of at least 50%, then an "AFFILIATE" shall include any company in which the OPTIONEE shall own or control, directly or indirectly, the maximum percentage of such outstanding stock or voting rights permitted by local law.

1.7. "INVENTOR" shall, for the purposes of this Agreement, mean Dr. George R. Pettit and others whose names appear on the patents or patent applications described under Section 1.1.

1.8. "TERM" shall mean that period beginning on the EFFECTIVE DATE and ending on the date that is twenty four months from the EFFECTIVE DATE.

1.9. "LICENSE AGREEMENT" means the license agreement between ASU and OPTIONEE that shall result if OPTIONEE exercises its option pursuant to Article 4 and the parties are successful in negotiating pursuant to Article 6.

1.10. "TECHNOLOGY" means certain inventions, generally characterized as a family of anti-cancer drugs known under the name "Combretastatins", which were made in the course of research at ASU by Drs. G. Robert Pettit, et. al. and are covered by ASU's Patent Rights as defined herein.

2. SCOPE OF GRANT AND DURATION

2.1. On the terms and conditions set forth in this Agreement, ASU hereby grants to OPTIONEE an exclusive option to acquire an exclusive world-wide license to ASU's PATENT RIGHTS to make, have made, market, sell, sub-license and otherwise use LICENSED PRODUCTS and to practice the LICENSED METHOD.

2.2. Said option shall have a duration for the TERM specified in
Section 1.10.

2.3. No license shall be deemed to have been granted unless and until OPTIONEE exercises its option and a LICENSE AGREEMENT is executed and delivered by OPTIONEE and ASU as contemplated by this Agreement.

2.4. Under this Agreement, OPTIONEE, in its own name, shall have the right to file an Investigational New Drug Application (IND) with the United States Food & Drug Administration (US FDA) with respect to clinical testing of the TECHNOLOGY.

3. OPTION FEE

As consideration for this Agreement, OPTIONEE agrees to pay to ASU an Option Fee of * payable upon execution of this Agreement. This fee is not refundable, but if the OPTIONEE exercises its option, the OPTIONEE shall have the right, in its sole and absolute discretion, to credit this Option Fee *.

4. TECHNICAL ASSISTANCE & TECHNICAL ASSISTANCE FEE

4.1. ASU shall:

4.1.1. Permit representatives from OPTIONEE (and, if the parties enter a LICENSE AGREEMENT, representatives of a person or entity to which OPTIONEE has granted a sub-license in accordance with the LICENSE AGREEMENT) to visit the facilities of ASU for the purpose of personally observing the practice and testing of TECHNOLOGY or the production of LICENSED PRODUCT, and

4.1.2. Arrange for its representatives to visit such facilities as may be designated by OPTIONEE in order to provide to OPTIONEE (or, if the parties enter a LICENSE AGREEMENT, any person or entity to which OPTIONEE has granted a sub-license in accordance with the LICENSE AGREEMENT) any technical assistance and advice as OPTIONEE (or, if the parties enter a LICENSE AGREEMENT, any person or entity to which OPTIONEE has granted a sub-license in accordance with the LICENSE AGREEMENT) may reasonably require in connection with the production, packaging, inspecting, and testing of the TECHNOLOGY and the LICENSED PRODUCTS or the LICENSED METHODS.

4.2. OPTIONEE shall give ASU reasonable prior notice of any intended visits or required assistance as contemplated by Sections 4.1.1. and 4.1.2 above and the visits shall be of reasonable duration and made at reasonable times during regular business hours. OPTIONEE shall bear the entire cost of the visits made pursuant to sub-paragraph (4.1.1) and shall promptly reimburse ASU for all reasonable salary, travel and other expenses actually incurred by ASU's technical personnel in the course of the visits made to the facilities of OPTIONEE (or any person or entity to which OPTIONEE has granted a sub-license in accordance with the LICENSE AGREEMENT) facilities pursuant to sub-paragraph (4.1.2).

4.3. In consideration of the assistance to be provided by ASU as contemplated by this Article 4, OPTIONEE shall pay ASU an aggregate fee of $100,000 in addition to the option fee and any future license issue fee, and in addition to any costs paid or reimbursed by OPTIONEE pursuant to Section 4.2. This fee is payable in two installments of $50,000 each, the first of which is due no later than one hundred eighty (180) days from the EFFECTIVE DATE of this Agreement and the second of which is due no later than one year and one hundred eighty
(180) days from the EFFECTIVE DATE of this Agreement.

5. EXERCISE OF THE OPTION

If OPTIONEE elects to exercise its option to a LICENSE AGREEMENT under
Section 2.1 hereof, OPTIONEE shall notify ASU in writing pursuant to Article 15 (Notices) prior to the expiration of the TERM of this Agreement. Failure of OPTIONEE to so notify ASU shall be deemed an election by the OPTIONEE not to secure a license.

6. TERMS OF PROPOSED LICENSE

If OPTIONEE exercises its option to a LICENSE AGREEMENT as contemplated by Sections 2.1 and 5, OPTIONEE and ASU shall thereupon negotiate in good faith and shall use its best efforts to arrive at mutually agreeable, reasonable terms and conditions for the license. The terms of the License Agreement shall include, but not be limited to, the following provisions:

6.1. A worldwide, exclusive license to make, have made, market, sell and otherwise use the LICENSED PRODUCTS and to practice the LICENSED METHOD for the life of ASU's PATENT RIGHTS;

6.2. A right to sub-license ASU's PATENT RIGHTS worldwide;

6.3. A License Issue Fee payable as follows:

6.3.1. * payable upon execution of the LICENSE AGREEMENT.

6.3.2. * payable upon each June 1 and December 1 following the EFFECTIVE DATE of the LICENSE AGREEMENT until all * payments have been made.

6.4. A royalty rate * of the NET SALES of LICENSED PRODUCTS and * of the NET SALES by the sub-licensee of LICENSED PRODUCTS;

6.5. Minimum annual royalties in an amount equal to Twenty Thousand US Dollars ($20,000.00) which will commence upon OPTIONEE's receipt of marketing approval from the US FDA or any other European regulatory agency. Such minimum annual royalties shall be fully credited against earned royalties;

6.6. Technical assistance provided by ASU under terms substantially similar to those specified in Sections 4.1 and 4.2 of this Agreement.

6.7. OPTIONEE acknowledges that ASU, for its own internal purposes, may allocate the Option Fee and future License Issue Fee payments to ASU Case Nos. 224 and 700. OPTIONEE further acknowledges that ASU will allocate future earned royalties to LICENSED PRODUCTS according to the patent claims that the LICENSED PRODUCTS are sold under. These allocations shall not relieve OPTIONEE from its obligations to make fee payments as provided for under this Agreement.

6.8. All costs incurred by ASU from and after the effective date of the LICENSE AGREEMENT in filing, prosecuting and maintaining ASU's PATENT RIGHTS in the United States and elsewhere shall be borne by OPTIONEE. ASU shall prepare and deliver to OPTIONEE a report setting forth the countries in which it has filed and intends to file applications with respect to ASU's PATENT RIGHTS. OPTIONEE may ask ASU in writing to eliminate certain countries in which OPTIONEE intends not to market the LICENSED PRODUCTS. OPTIONEE shall not be responsible for any costs incurred by ASU for the eliminated countries after receipt of such request by OPTIONEE.

6.9. The following diligence requirements will be included in the LICENSE AGREEMENT and will have to be met by OPTIONEE:

6.9.1. Filing for approval by the US FDA or other European regulatory agency to commence at least one Phase II clinical trial involving ASU's PATENT RIGHTS no later than one (1) year from the EFFECTIVE DATE of the LICENSE AGREEMENT; and

6.9.2. Filing for approval by the US FDA or other European regulatory agency to commence at least one Phase III clinical trial involving ASU's PATENT RIGHTS no later than one (1) year from the completion of a Phase II clinical trial or two (2) years from the initiation of a Phase II clinical trial whichever is earlier in time; and

6.9.3. OPTIONEE shall use its best efforts to make a valid application for an NDA with the US FDA no later than six months after completion of the first Phase III clinical trial.

6.9.4. The clinical trials referred to in Paragraphs 6.8.1 and 6.8.2 above shall be conducted at the expense of OPTIONEE or an AFFILIATE of OPTIONEE.

6.9.5. The parties shall promptly advise one another of any confirmed instances, which come to their attention of severe or unexpected reactions from the use of any LICENSED PRODUCT.

6.9.6. In the event that OPTIONEE, in its sole and absolute discretion, determines that (i) filing for US FDA or European regulatory approval is not warranted by the clinical testing data with respect to the clinical trials contemplated by Sections 6.8.1 and/or 6.8.2, or (ii) further development of the TECHNOLOGY is not economically feasible, OPTIONEE shall so notify ASU and provide ASU with a report setting forth in reasonable detail the basis for its determination, whereupon OPTIONEE may terminate this Agreement with no further obligation to ASU except for the payment of any fees which came due or royalties accrued prior to the date of notification by OPTIONEE.

6.9.7. Meet the reasonably anticipated market demand for such LICENSED PRODUCTS following commencement of marketing and during the term of the LICENSE AGREEMENT.

6.10     OPTIONEE  shall  agree to  manufacture  LICENSED  PRODUCTS  in
         accordance with applicable US law.

6.11     Indemnification  of ASU under terms  substantially  similar to
         those set forth in Section 14 of this Agreement.

6.12     Provisions  identical  to those  contained  in Sections  20.6,
         20.7, 20.8 and 20.9 of this Agreement.

6.13 In the event OPTIONEE and ASU are unable to conclude a LICENSE AGREEMENT within six (6) months ("NEGOTIATION PERIOD") after OPTIONEE notifies ASU pursuant to Section 5 of this Agreement, then ASU shall be free to negotiate a license arrangement with a third party. If, for a maximum of one (1) year after the NEGOTIATION PERIOD, ASU and a third party agree on the terms and conditions of a license agreement with respect to ASU's PATENT RIGHTS, and such terms and conditions are more favorable to the third party than those that were last offered to and not accepted by OPTIONEE, then ASU shall give prompt written notice (the "THIRD PARTY LICENSE NOTICE") to OPTIONEE of the terms and conditions and OPTIONEE shall have a right of first refusal (exercisable by written notice to ASU within thirty (30) days after receipt by OPTIONEE of the THIRD PARTY LICENSE NOTICE) to enter into a license arrangement with ASU on the terms and conditions negotiated between ASU and such third party and set forth in the THIRD PARTY LICENSE NOTICE.

7. DUE DILIGENCE REQUIRED UNDER THIS OPTION

7.1. OPTIONEE shall diligently undertake such research and testing of the TECHNOLOGY and the LICENSED PRODUCTS as is reasonably necessary to evaluate its interest in exercising the option.

7.2. OPTIONEE shall finance the pre-clinical development, stability testing, batch manufacturing, pre-clinical toxicity studies and pharmacokinetics of Combretastatin A-4 and/or Combretastatin A-4 Prodrug within the TERM of this Agreement. OPTIONEE further agrees to use its best efforts to conduct pre-clinical development, stability testing, toxicity studies and pharmacokinetics on all other compounds within ASU's PATENT RIGHTS.

7.3. OPTIONEE agrees to initiate, at its own expense, at least one Phase I clinical trial using Combretastatin A-4 and/or Combretastatin A-4 Prodrug within the TERM of this Agreement. Said Phase I clinical trial shall be independent of any clinical trials being conducted by the British Cancer Research Campaign (BCRC). ASU agrees to notify the BCRC of the existence of this Agreement and to request that the BCRC coordinate its clinical trial activity with that of OPTIONEE so that any BCRC clinical trial activity does not contravene or conflict with OPTIONEE's rights under this Agreement or the LICENSE AGREEMENT, if one is entered.

7.4. OPTIONEE shall provide ASU with four progress reports covering its activities relating to the development and testing of Licensed Products as described in Paragraph 7.2 in six month intervals, the first such progress report to be delivered on or before the date that is six months following the EFFECTIVE DATE of this Agreement.

7.5. The parties shall promptly advise one another of any confirmed instances, which come to their attention of severe or unexpected reactions from the use of any LICENSED PRODUCT.

7.6. OPTIONEE shall be entitled to exercise prudent and reasonable business judgment in meeting its due diligence obligations hereunder. If OPTIONEE determines in its sole and absolute discretion that continuation of any further development or clinical testing of the TECHNOLOGY or LICENSED PRODUCTS is not warranted by available testing data, or otherwise is not economically feasible the OPTIONEEE shall so notify ASU and provide ASU with a report setting forth in reasonable detail the basis for its determination, whereupon OPTIONEE may terminate this Agreement with no further obligation to ASU except for the payment of any fees which came due or royalties accrued prior to the date of notification by OPTIONEE.

7.7. Promptly after the EFFECTIVE DATE of this Agreement and from time to time during the TERM of this Agreement, and to the extent that ASU has all necessary legal and contractual rights to do so, ASU shall disclose to OPTIONEE all technical information and KNOW-HOW pertaining to LICENSED PRODUCT that is known by ASU and with respect to which ASU is then empowered to grant the rights granted to OPTIONEE in this Agreement. ASU shall from time to time during the TERM of this Agreement disclose to OPTIONEE all further necessary technical information and KNOW-HOW that ASU may acquire or develop during the TERM of this Agreement pertaining to the TECHNOLOGY.

8. PATENT PROSECUTION AND MAINTENANCE

8.1. ASU shall diligently prosecute and maintain the patents and patent applications identified as ASU's PATENT RIGHTS. All domestic and foreign patent applications shall be filed in the name of ASU and shall be held in the name of ASU.

8.2. Upon request by OPTIONEE ASU shall provide OPTIONEE with copies of all relevant documentation so that OPTIONEE may be informed and apprised of the continuing prosecution, and OPTIONEE agrees to keep this documentation confidential.

8.3. ASU shall use all reasonable efforts to amend any patent application to include claims requested by OPTIONEE and required to protect the products contemplated to be sold under the LICENSE AGREEMENT.

9. LIFE OF THE AGREEMENT

9.1. Unless earlier terminated by operation of law or by acts of the parties in accordance with the terms of this Agreement, this Agreement shall be in full force and effect from the Effective Date to and including the last date of the TERM specified in Section 1.10.

9.2. Any termination of this Agreement shall not affect the rights and obligations set forth in the following Articles:

Article 12 Use of Names and Trademarks Article 14 Indemnification Article 17 Late Payments

9.3. Any termination of this Agreement shall not relieve OPTIONEE of its obligation to pay any monies accrued and owing at the time of such termination and shall not impair any ASU's right to collect any monies then due and owed to it.

10. TERMINATION BY ASU

In the event OPTIONEE violates or fails to perform any material term or covenant of this Agreement, ASU may give written notice of such default (Notice of Default) to OPTIONEE. If OPTIONEE should fail to cure such default (or shall have failed to commence steps reasonably designed to cure such default) within thirty (30) days of the effective date of such notice, ASU shall have the right to terminate this Agreement by a second written notice (Notice of Termination) to OPTIONEE. If a Notice of Termination is sent to OPTIONEE this Agreement shall automatically terminate on the effective date of such Notice of Termination. These notices shall be subject to Article 15 (Notices).

11. TERMINATION BY OPTIONEE

OPTIONEE shall have the right at any time and from time to time to terminate this Agreement in whole or as to any portion of ASU's PATENT RIGHTS by giving notice in writing to ASU. Such notice shall be given in accordance with Article 15 (Notices) and such termination shall effective as of the date that is thirty (30) days from the effective date of such notice or such other date as may be set forth in the notice of termination, whichever is later.

12. USE OF NAMES AND TRADEMARKS

12.1. Nothing contained in this Agreement shall be construed as conferring any right to use in advertising, publicity, or other promotional activities any name, trade name, trademark, service mark or other designation of either party hereto (including contraction, abbreviation or simulation of any of the foregoing). Unless required by law, the use of the name "ASU" or "Arizona State University" or "Arizona Board of Regents" is expressly prohibited.

12.2. Notwithstanding Section 12.1, above, OPTIONEE and any AFFILIATE of OPTIONEE shall have the right to disclose and/or to file as an exhibit to filings required to be made by OPTIONEE or any AFFILIATE of OPTIONEE with the Securities & Exchange Commission the existence and terms of this Agreement and the proposed LICENSE AGREEMENT.

12.3. It is understood that ASU shall be free to release to the inventors and senior administrative officials employed by ASU the terms and conditions of this Agreement upon their request. It is further understood that should a third party inquire whether a license to ASU's PATENT RIGHTS is available, ASU may disclose the existence and the TERM of this Agreement to such third party, but shall not disclose the name of the OPTIONEE, except where ASU is required to release such information under either the Arizona Public Records Act or other applicable law.

13. LIMITED WARRANTY

13.1. ASU represents and warrants to OPTIONEE that it has the corporate power and legal right to execute and deliver this Agreement and the LICENSE AGREEMENT, if one is negotiated, and to perform its obligations. The execution and delivery of this Agreement by ASU does not violate any (i) provision of law or regulation applicable to ASU, or (ii) other agreement or arrangement, whether written or oral, to which ASU is a party or by which it or its properties are bound. ASU has not received any notice alleging that any of the patents included in ASU's PATENT RIGHTS infringe on the patents or other proprietary technology of a third party. To the best of ASU's knowledge, the ASU's PATENT RIGHTS do not infringe on the patents or other proprietary technology of a third party, nor does ASU know of any basis for such a claim of infringement.

13.2. This Agreement and the associated TECHNOLOGY are provided without warranty, merchantability, or fitness for a particular purpose or any other warranty, express or implied. Subject to
Section 13.1, ASU makes no representation or warranty that the LICENSED PRODUCTS or LICENSED METHODS will not infringe any patent or other proprietary right.

13.3. In no event will ASU be liable for any incidental, special or consequential damages in connection with the use of the TECHNOLOGY or LICENSED PRODUCTS except to the extent such damages are the result of ASU's willful misconduct or gross negligence.

13.4. Nothing in this Agreement shall be construed as:

13.4.1. Subject to Section 13.1, a warranty or representation by ASU as to the validity or scope of any ASU's PATENT RIGHTS; or

13.4.2. Subject to Section 13.1, a warranty or representation that anything made, used, sold or otherwise disposed of under any license of ASU's PATENT RIGHTS is or will be free from infringement of patents of third parties; or

13.4.3. An obligation to bring or prosecute actions or suits against third parties for patent infringement, provided, however, that if ASU fails or declines to bring or prosecute any such action or suit, OPTIONEE has the right to undertake such action or suit in its own name; or

13.4.4. Conferring by implication, estoppel or otherwise any license or rights under any patents of ASU other than ASU's PATENT RIGHTS set forth in Section 1.1, regardless of whether such patents are dominant or subordinate to ASU's Patent Rights; or

13.4.5. An obligation to furnish any know-how not included in ASU's PATENT RIGHTS.

14. INDEMNIFICATION

14.1. OPTIONEE agrees to indemnify, hold harmless and defend ASU, its officers, employees and agents; the sponsors of the research that lead to the TECHNOLOGY; and the INVENTOR of the patents and patent application included in ASU's PATENT RIGHTS (collectively, the INDEMNITEES) against any and all claims, suits, losses, damages, costs, fees, and expenses resulting from or arising out of exercise of this Agreement; provided, however, that OPTIONEE shall have no obligation to indemnify any INDEMNITEE for the negligence or willful misconduct of or breach of representation contained in this Agreement by such INDEMNITEE.

14.2. ASU shall promptly notify OPTIONEE in writing of any claim or suit brought against ASU in respect of which ASU intends to invoke the provisions of this Article 14. OPTIONEE will keep ASU informed on a current basis of its defense of any claims pursuant to this Article 14.

15. NOTICES

Any payment, notice or other communication required or permitted to be made or given to either party pursuant to this Agreement shall be deemed sufficiently made or given on the date of mailing if sent to the party by certified or registered mail, postage prepaid, addressed to it at its address set forth below or to such other address as shall have been designated by written notice given in accordance with the provisions of this Section 14.

In the case of OPTIONEE:           COPY TO:
-----------------------            -------

OXiGENE Europe AB                  OXiGENE, Inc.
IDEON Research Park                110 East 59th Street
Scheelevagen 17                    New York, NY  10022

S-223 70 Lund, SWEDEN Attn.: Vice President

Any notice required or permitted to be given pursuant to this Agreement shall be deemed effective 10 days following receipt of a notice given in accordance with the provisions of this Section 15.

16. ASSIGNABILITY

This Agreement is binding upon and shall inure to the benefits of ASU, its successors and assigns, but shall be personal to OPTIONEE and assignable by OPTIONEE only with the prior written consent of ASU, which consent shall not be unreasonably withheld, provided, however that OPTIONEE may assign this Agreement to an AFFILIATE without ASU's consent but with notice to ASU in accordance with Section 15.

17. LATE PAYMENTS

In the event fees or payments contemplated by this Agreement are not received by ASU when due, OPTIONEE agrees to pay ASU interest charges at a rate per annum of either a) Ten (10) percent, or b) five (5) percent plus the rate of interest which is charged by the San Francisco Federal Reserve Bank to member banks twenty-five (25) days prior to the date the payment was due, whichever is greater. Such interest shall be calculated from the date payment was due until actually received by ASU

18. WAIVER

It is agreed that no waiver by either party hereto of any breach or default of any of the covenants or agreements herein set forth shall be deemed a waiver as to any subsequent and/or similar breach or default.

19. GOVERNING LAWS

This Agreement shall be interpreted and construed in accordance with the laws of the State of Arizona.

20. MISCELLANEOUS

20.1. The headings of the several sections are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.

20.2. This Agreement will not be binding upon the parties until it has been signed below on behalf of each party; it shall then be effective as of the EFFECTIVE DATE. No amendment or modification shall be valid or binding upon the parties unless made in writing and signed by each party.

20.3. In case any of the provisions contained in this Agreement shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions hereof, but this Agreement shall be construed as if such invalid or illegal or unenforceable provisions had never been contained herein.

20.4. This Agreement embodies the entire understanding of the parties and shall supersede all previous communications, representations, or undertakings, whether verbal or written, between the parties relating to its subject matter.

20.5. OPTIONEE agrees that the personnel of OPTIONEE will not for any purpose be considered employees or agents of ASU and that OPTIONEE assumes full responsibility for the actions of its personnel while performing services under this Agreement, and shall be solely responsible for their supervision, daily direction and control, payment of salary (including withholding income taxes and social security), worker's compensation and disability benefits. ASU agrees that the personnel of ASU will not for any purpose be considered employees or agents of OPTIONEE and that ASU assumes full responsibility for the actions of its personnel while performing services under this Agreement, and shall be solely responsible for their supervision, daily direction and control, payment of salary (including withholding income taxes and social security), worker's compensation and disability benefits.

20.6. The parties agree to comply with all applicable state and federal laws, rules, regulations and executive orders as to equal employment opportunity, nondiscrimination and affirmative action.

20.7. This Agreement is subject to Section 38-511, Arizona Revised Statutes.

20.8. In the event of a dispute under this Agreement, the parties agree to use arbitration if, and then only to the extent required under Sections 12-1518 and 12-133, Arizona Revised Statutes.

20.9. To the extent required by Section 35-214, Arizona Revised Statutes, OPTIONEE agrees to retain all books, accounts, reports, files and other records of OPTIONEE relating to this Agreement and make those records available at all reasonable times, upon prior written notice, for inspection and audit by ASU or the Auditor General of the State of Arizona, or their agents, during the terms of and for a period of five (5) years after the completion of this Agreement. The records shall be provided at Arizona State University, Tempe, Arizona, or another location designated by ASU upon reasonable notice to OPTIONEE.

IN WITNESS WHEREOF, both ASU and OPTIONEE have executed this Agreement, in duplicate originals, by their respective officers hereunto duly authorized, as of the EFFECTIVE DATE.

ARIZONA BOARD OF REGENTS                       OXiGENE Europe AB
a body corporate of the State of Arizona
acting for                                     ("OPTIONEE")
ARIZONA STATE UNIVERSITY
("ASU")

BY:-----------------------                     BY:----------------------


                                               BY:----------------------

COPLEY PLACE
BOSTON, MASSACHUSETTS
OFFICE LEASE

to

OXIGENE, Inc.

FROM THE OFFICE OF:

Goulston & Storrs, P.C.
400 Atlantic Avenue
Boston, Massachusetts 02110-3333

OFFICE LEASE
COPLEY PLACE
BOSTON, MASSACHUSETTS

TABLE OF CONTENTS

1. BASIC DATA

2. HABENDUM; TERM

3. POSSESSION

4. BASE RENT

5. ADDITIONAL RENT
A. Definitions
(i) Base Year
(ii) Base Year Operating Expenses
(iii) Calendar Year
(iv) Tenants Proportionate Share
(v) Taxes
(vi) Operating Expenses
B. Expense Adjustment

6. USE OF PREMISES

7. CONDITION OF PREMISES

8. SERVICES
A. List of Services
B. Billing for Electricity
C. Interruption of Services
D. Charges for Services
E. Energy Conservation

9. REPAIRS; HAZARDOUS MATERIALS

10. ADDITIONS AND ALTERATIONS

11. COVENANT AGAINST LIENS

12. INSURANCE
A. Waiver of Subrogation
B. Coverage
C. Avoid Action Increasing Rates

13. FIRE OR CASUALTY

14. WAIVER OF CLAIMS - INDEMNIFICATION

15. NONWAIVER

16. CONDEMNATION

17. ASSIGNMENT AND SUBLETTING

18. SURRENDER OF POSSESSION

19. HOLDING OVER

20. ESTOPPEL CERTIFICATE

21. SUBORDINATION

22. CERTAIN RIGHTS RESERVED BY LANDLORD

23. RULES AND REGULATIONS

24. LANDLORD'S REMEDIES

25. EXPENSES OF ENFORCEMENT

26. COVENANT OF QUIET ENJOYMENT

27. SECURITY DEPOSIT

28. REAL ESTATE BROKER

29. UNDERLYING LEASES

30. NOTICE TO MORTGAGEE AND GROUND LESSOR

31. ASSIGNMENT OF RENTS

32. PERSONAL PROPERTY TAXES

33. MISCELLANEOUS
A. Rights Cumulative
B. Interest
C. Terms
D. Binding Effect
E. Lease Contains All Terms
F. Delivery for Examination
G. No Air Rights
H. Modification of Lease
I. Intentionally Deleted
J. Transfer of Landlord's Interest
K. Landlord's Title
L. Prohibition Against Recording
M. Captions
N. Covenants and Condition
O. Only Landlord/Tenant Relationship
P. Application of Payments
Q. Definition of Landlord
R. Time of Essence
S. Governing Law
T. Partial Invalidity
U. Size of Premises

34. NOTICES

35. LIMITATION ON LIABILITY

36. LANDLORD'S DESIGNATED AGENT

37. COMMENCEMENT AND TERMINATION DATES

38. CANCELLATION OPTION

39. CONSTRUCTION

Exhibit A         Plan of Premises
Exhibit B         Work Letter
Exhibit C         Rules and Regulations
Exhibit D         Cleaning Specifications
Exhibit E         Measurement Standards
Exhibit F         Holidays
Exhibit G         Affirmative Action and Resident Preference Goals

OFFICE LEASE
COPLEY PLACE
BOSTON, MASSACHUSETTS

THIS INSTRUMENT is an Agreement of Lease in which the Landlord and the Tenant are the parties hereinafter named, and which relates to space in the Office Section of Copley Place (hereinafter referred to as the "Office Section") located at 100 Huntington Avenue, Boston, Suffolk County, Massachusetts (the project known as Copley Place, including without limitation the hotel portions thereof, plazas, pedestrian bridges, service areas and all other common areas, together with all present and future easements, additions, improvements, air rights and other rights appurtenant thereto, is hereinafter referred to as the "Property"), subject to the covenants, terms, provisions and conditions of this Lease. The "Office Section" means that portion of the building (the "Building") located at the aforesaid address consisting of seven (7) levels of office area containing approximately 845,000 square feet of rentable floor area. The Building also contains retail shopping, restaurant, parking and other facilities, which are not included within the Office Section. The Building does not, however, include the hotel or residential portions of the Property or the pedestrian bridges. In consideration thereof, Landlord and Tenant covenant and agree as follows:

Date:                    February 26, 1997

Landlord:                COPLEY PLACE ASSOCIATES NOMINEE
                         CORPORATION, a Delaware nominee corporation

Present Mailing Address
 of Landlord:            c/o Urban Retail Properties
                         Suite 600
                         Four Copley Place
                         Boston, Massachusetts 02116

Tenant:                  OXIGENE, Inc., a Delaware corporation

Present Mailing Address
 of Tenant:              OXIGENE, Inc.
                         110 East 59th Street, 29th Floor
                         New York, NY 10022

Commencement             Date:  Subject  to  Paragraph  37 hereof,  the  earlier
                         of  May 1, 1997, or the date of  Substantial Completion
                         of the  Premises  (as defined in the Work  Letter  (the
                         "Work Letter") attached hereto as Exhibit B) whichever
                         is the first to occur.

Termination Date:        Subject to Paragraph 37 hereof, five (5) years after
                         the Commencement Date, unless sooner terminated as
                         provided in this Lease.

Base Rent:               At the rate of Fifty-Nine  Thousand Three Hundred
                         Fifty-Three and 00/100 Dollars  ($59,353.00) per annum,
                         in equal  monthly  installments  of Four  Thousand Nine
                         Hundred   Forty-Six  and  08/100  Dollars   ($4,946.08)
                         (computed  on the basis of $30.50 per  rentable  square
                         foot per annum at 1,946 rentable square feet of space).
                         (See Paragraph 4)

Base Year:               The Calendar Year 1997.

Base Year Operating
 Expenses:               The amount of Operating Expenses incurred with respect
                          to the Base Year.

Tenant's Proportionate
 Share:                  0.24% (computed on the basis of 95% occupancy).

Use:                     General office purposes including a kitchenette for
                         employee use only.

Premises:                That portion of the Office  Section  designated on
                         the plan  attached  hereto as  Exhibit  A and  commonly
                         described as approximately  1,946 rentable square feet,
                         consisting  of a  portion  of the  Sixth  Floor  of One
                         Copley  Place.  Excepted and excluded from the Premises
                         are the roof or  ceiling,  the floor and all  perimeter
                         walls  of  the  Premises,  except  the  inner  surfaces
                         thereof,  but the entry doors to the  Premises  are not
                         excluded  from the  Premises and are a part thereof for
                         all purposes;  and Tenant  agrees that  Landlord  shall
                         have the  right to place in the  Premises  (but in such
                         manner  as to reduce  to a  minimum  interference  with
                         Tenant's use of the  Premises  and  properly  enclosed)
                         utility  lines,  pipes and the like, to serve  premises
                         other than the  Premises,  and to replace and  maintain
                         and repair such utility lines,  pipes and the like, in,
                         over and upon the Premises.

Common Areas:            Those  portions of the Property not leased to
                         any tenant, but for the benefit of the Property and its
                         tenants,  such as landscaped areas,  malls,  pedestrian
                         walkways and bridges, restrooms,  service areas and the
                         like.

Guarantor of
 Tenant's Obligations:    None.

Security  Deposit:       Seventy  Thousand  and  00/100  Dollars
                         ($70,000)  reduced  by  Fourteen  Thousand  and  00/100
                         Dollars   ($14,000)   on   each   anniversary   of  the
                         Commencement Date.

Broker:                  Collectively,  Thompson Doyle & Company and Whittier
                         Partners

A. To have and to hold the Premises for the term commencing on the Commencement Date and ending on the Termination Date, and the right to use the Common Areas during such term in common with others entitled thereto. The Term of this Lease (hereinafter referred to as the "Term") shall commence on the Commencement Date specified in Paragraph 1 hereof and end on the Termination Date specified in Paragraph I hereof, unless sooner terminated as provided herein.

B. During the first month of the Term, the parties shall execute an agreement setting forth the Commencement Date and the Termination Date of the Lease.

A. In the event the Premises shall not be substantially completed and ready for occupancy on July 1, 1997, then Tenant shall have the option, effective as of July 1, 1997, to cancel this Lease and the parties shall have no further obligations hereunder and the terms of this Lease shall be null and void. The Premises shall be substantially complete and ready for occupancy if the Premises satisfy the requirements for Substantial Completion as set forth in Exhibit B attached hereto.

B. If Tenant shall enter the Premises or any part thereof prior to the Commencement Date (which Tenant may not do without Landlord's prior written consent), such entry shall be at Tenant's sole risk and without interference to any work then being performed in the Building by Landlord or other tenants or occupants, and all of the covenants and conditions of this Lease shall be binding upon the parties hereto with respect to such whole or part of the Premises.

C. Except as set forth in Paragraph 37 hereof, the occurrence of any of the events described in this Paragraph 3 shall not be deemed to accelerate or defer the Termination Date.

Tenant shall pay to Landlord or Landlord's agent without notice or demand at the present mailing address of Landlord, or at such other place as Landlord may from time to time designate in writing, in coin or currency which, at the time of payment, is legal tender for private or public debts in the United States of America, the Base Rent specified in Paragraph I hereof in the equal monthly installments specified in Paragraph I hereof in advance on or before the first day of each and every month during the Term, without any abatement, counterclaim, set-off or deduction whatsoever. Notwithstanding the foregoing sentence, Tenant shall pay the first full monthly installment of the Base Rent at the time of execution of this Lease. If the Term commences other than on the first day of a month or ends other than on the last day of the month, the Base Rent for such month shall be prorated. The prorated Base Rent for the portion of the month in which the Term commences shall be paid on the first day of the first full month during the Term.

In addition to paying the Base Rent specified in Paragraph 4 hereof, Tenant shall pay as "Additional Rent" the amounts determined pursuant to Sub-Paragraphs B through C, inclusive, of this Paragraph 5. The Base Rent and the Additional Rent are sometimes herein collectively referred to as the "Rent". All amounts due under this Paragraph 5 as Additional Rent shall be payable for the same periods and in the same manner, time and place as the Base Rent, without any abatement, counterclaim, set-off or deduction whatsoever. Without limitation on other obligations of Tenant which shall survive the expiration of the Term, the obligations of Tenant to pay the Additional Rent provided for in this Paragraph 5 shall survive the expiration of the Term. For any partial Calendar Year, Tenant shall be obligated to pay only a pro rata share of the Additional Rent, based on the number of days of the Term falling within such Calendar Year.

A. Definitions. As used in this Paragraph 5, the terms:

(i) "Base Year" shall mean the calendar year specified in Paragraph I hereof.

(ii) "Base Year Operating Expenses" shall mean the sum specified in Paragraph 1 hereof.

(iii) "Calendar Year" shall mean each calendar year in which any part of the Term falls, through and including the year in which the Term expires.

(iv) "Tenants Proportionate Share" shall mean the percentage specified in Paragraph I hereof, being the percentage calculated by dividing the rentable area contained in the Premises by 802,750 (being 95% of the rentable square foot area of the Office Section), such rentable area shall be determined by Landlord on a uniform basis for the tenants of the Office Section.

(v) "Taxes" shall mean all real estate taxes and assessments, special or otherwise, levied or assessed upon or with respect to the Building or any part thereof and Common Areas which Landlord determines in its sole judgment to be for the benefit of the Building and ad valorem taxes for any personal property of Landlord used in connection therewith. Should the Commonwealth of Massachusetts, or any political subdivision thereof, or any other governmental authority having jurisdiction over the Building, (a) impose a tax, assessment, charge or fee, which Landlord shall be required to pay, by way of substitution for or as a supplement to such real estate taxes and ad valorem personal property taxes, or (b) impose an income or franchise tax or a tax on rents in substitution for or as a supplement to a tax levied against the Building or any part thereof and/or the personal property used in connection with the Building or any part thereof, all such taxes, assessments, fees or charges (hereinafter defined as "in lieu of taxes") shall be deemed to constitute Taxes hereunder. Taxes shall also include, in the year paid, all fees and costs incurred by Landlord in seeking to obtain a reduction of, or a limit on the increase in, any Taxes, regardless of whether any reduction or limitation is obtained. Except as hereinabove provided with regard to "in lieu of taxes", Taxes shall not include any inheritance, estate, succession, transfer, gift, franchise, net income or capital stock tax.

(vi) "Operating Expenses" shall mean (a) Taxes and (b) all expenses, costs and disbursements of every kind and nature, paid or incurred by Landlord in operating, owning, managing, leasing, repairing and maintaining the Office Section, the Building, the Property and their appurtenances as such Taxes, expenses, costs and disbursements are allocated to the Office Section by the Landlord in its sole judgment or as the same are incurred directly in the operation of Office Section, including but without limitation: premiums for fire, casualty, liability and such other insurance as Landlord may from time to time maintain; security expenses; compensation and all fringe benefits, workmen's compensation insurance premiums and payroll taxes paid by Landlord to, for or with respect to all persons engaged in operating, maintaining, or cleaning; steam, water, sewer, electric, gas, telephone, and other utility charges not billed directly to tenants by Landlord or the utility; expenses incurred in connection with the central plant furnishing heating, ventilating and air conditioning to the Office Section (and to the Building and the Property where and to the extent the expenses of the Building and the Property are otherwise allocable to the Office Section), which expenses may include a fee paid to the operator of such central plant; costs of lighting, ventilating, (including maintaining and repairing ventilating fans and fan rooms) making routine repairs to and maintenance of underground roadways (and the access ramps servicing such roadways) and railroad platforms and railroad rights of way (including track); costs of repairing and maintaining fire protection systems relating to the underground roadways, access ramps, railroad platforms and railroad rights of way; costs of building and cleaning supplies and equipment (including rental); cost of maintenance, cleaning and repairs; cost of snow plowing or removal, or both, and care of interior and exterior landscaping; payments to independent contractors under contracts for cleaning, operating, management, maintenance and repair (which payments may be to affiliates of Landlord); all other expenses paid in connection with cleaning, operating management, maintenance and repair, including reasonable reserves for the replacement of capital improvements and equipment contained in and/or used in connection with operations; costs of any capital improvements completed after the Base Year as reasonably amortized by Landlord, with interest on the unamortized amount at the rate of the greater of (i) 12% per annum or (ii) 2% per annum above the base rate of interest charged from time to time by The First National Bank of Boston (but in no event at a rate which is more than the highest lawful rate allowable in The Commonwealth of Massachusetts), to the extent the cost of the particular capital improvement exceeds the amount of the unused reserve, if any, for the replacement thereof previously included in Operating Expenses and insurance proceeds, if any, received by Landlord on account of damage to the particular capital improvement; increases in ground rent or similar payments, if any (determined for the applicable Calendar Year on an accrual basis). Operating Expenses shall not, however, include the following:

a. Costs of alterations of any tenant's premises for a particular tenant and not for the benefit of the Office
Section or any group of tenants therein;

b. Principal or interest payments on loans secured by mortgages or trust deeds on the Building and/or on the Property;

c. depreciation, except as otherwise provided herein;

d. interest and amortization of any superior mortgages or increases in interest or debt on any mortgages or changes in deeds of trust or any other debt for borrowed money;

e. leasehold improvements made for tenants of the Office
Section or the Building;

f. brokerage commissions;

g. refinancing costs;

h. the costs of a capital nature, including capital improvements, capital repairs, capital equipment and capital tools as determined in accordance with generally accepted accounting principles; leasing commissions;

j. fines and/or penalties asserted against Landlord for untimely payment of monies due;

k. the costs including permit, license and inspection fees incurred in renovating or otherwise improving or decorating, painting or redecorating vacant space or space for the tenants or other occupants including the costs of tenant installations incurred in connection with preparing space for a new tenant;

1. any expense for which Landlord is otherwise compensated through the proceeds of insurance or condemnation proceedings;

m. legal fees incurred in connection with any negotiation of, or disputes arising out of, any lease in the Office Section of the Building (except for legal fees incurred in connection with the Sublease (as hereinafter defined));

n. costs of special services rendered to any tenant in the Office Section or the Building which are not generally available to other tenants in the Office Section or the Building;

o. the Landlord's cost of any service sold to the tenants or other occupants for which the Landlord is entitled to be reimbursed for an additional charge or rental over and above the basic rent and escalation payable under the lease with that tenant or occupant;

p. the costs of services or improvements which are not provided to Tenant but which are provided to other tenants or occupants of the Office Section or the Building;

q. the costs incurred due to the violation by Landlord of any of the terms and conditions of the lease or any other lease related to the Office Section or the Building (except for costs incurred in connection with the Sublease);

r. the overhead and profit increments paid to subsidiaries or affiliates of Landlord for management or other services to the Building or Building Project or for supplies or other materials to the extent that the cost of the services, supplies, or materials exceed the costs that would have been paid had the services, supplies or materials been provided by unaffiliated parties on a competitive basis; and

s. the compensation paid to clerks, attendants, or other persons in commercial concessions operated by the Landlord.

If less than 95% of the Office Section's rentable area shall have been occupied by tenant(s) at any time during any Calendar Year, Operating Expenses shall be determined for such Calendar Year to be an amount equal to the like expense which would normally be expected to be incurred had such occupancy been 95% throughout such Calendar Year.

B. Expense Adjustment. Tenant shall pay to Landlord or Landlord's agent as Additional Rent, a sum ("Expense Adjustment Amount") equal to Tenant's Proportionate Share of the amount by which (i) Operating Expenses (subject to adjustment pursuant to Paragraph 36C hereof) incurred with respect to each Calendar Year exceeds (ii) Base Year Operating Expenses. The Expense Adjustment Amount with respect to each Calendar Year shall be paid in monthly installments, in an amount estimated from time to time by Landlord and communicated by written notice to Tenant, which estimate may be revised to reflect, without limitation, increases in Taxes during any period. Landlord shall cause to be kept books and records showing Operating Expenses in accordance with an appropriate system of accounts and accounting practices consistently maintained. Following the close of each Calendar Year, Landlord shall cause the amount of the Expense Adjustment Amount for such Calendar Year to be computed based on Operating Expenses for such Calendar Year and Landlord shall deliver to Tenant a statement of such amount and Tenant shall pay any deficiency to Landlord as shown by such statement within thirty (30) days after receipt of such statement. If the total of the estimated monthly installments paid by Tenant during any Calendar Year exceed the actual Expense Adjustment Amount due from Tenant for such Calendar Year, at Landlord's option such excess shall be either credited against payments next due hereunder or refunded by Landlord, provided Tenant is not then in default hereunder. Delay in computation of the Expense Adjustment Amount or failure to deliver a statement of such amount shall not be deemed a default hereunder or a waiver of Landlord's right to collect the Expense Adjustment Amount. In computing the Expense Adjustment Amount, the following provisions relating to Taxes shall be applicable: The amount of any refund of Taxes received by Landlord shall be credited against Taxes for the Calendar Year in which such refund is received; provided, however, that in the event Landlord receives a refund of Taxes after the Termination Date (as the same may be accelerated or extended as provided elsewhere in this Lease) which refund relates to a Calendar Year during the Term hereof, the amount of such refund fairly allocable to Tenant shall be refunded to Tenant by Landlord (net of Tenant's allocated share of the cost of obtaining such refund and the cost, if any, of making such refund); and further provided that if Tenant expands into space formerly occupied by other tenants, which expansion space becomes subject to this Lease, Tenant shall not be entitled to any refund or credit in connection with a refund or abatement of Taxes for periods prior to Tenant's occupancy of such expansion space. All references to Taxes "for" a particular Calendar Year shall be deemed to refer to Taxes due and payable during such Calendar Year without regard to when such Taxes are assessed or levied.

Tenant shall use and occupy the Premises in accordance with law; and solely as an office for the type of business specified in Paragraph I hereof and for no other purpose or purposes.

The Premises are demised to Tenant and Tenant accepts the same "as is" and all work necessary to prepare the Premises for Tenant's occupancy shall be performed at Tenant's sole cost and expense, in accordance with the applicable provisions of this Lease. Tenant's taking possession of any portion of the Premises shall be conclusive evidence that such portion of the Premises was in good order and satisfactory condition when Tenant took possession excluding items of damage caused by Tenant or its agents, independent contractors or suppliers. No promise of Landlord to alter, remodel or improve the Premises, the Office Section or the Building and no representation by Landlord or its agents respecting the condition of the Premises, the Office Section or the Building have been made to Tenant or relied upon by Tenant other than as may be contained elsewhere in this Lease (including Exhibit B attached hereto) or in any written amendment hereto signed by Landlord and Tenant.

A. List of Services.

Landlord shall provide the following services, the costs of which are included within Operating Expenses, on all days during the Term, except Sundays and holidays (as set forth on Exhibit F attached hereto), unless otherwise stated, and subject to all governmental rules, regulations and guidelines applicable thereto:

(i) Heating and air conditioning in the Premises during the normal heating and air conditioning seasons, from Monday through Friday, during the period from 8 a.m. to 6 p.m. and on Saturday during the period from 8
a.m. to 1 p.m. Tenant will pay for all heating and air conditioning requested and furnished prior to or following such hours at rates to be established from time to time by Landlord. As of the date hereof, the current rate for such additional services is forty-five dollars ($45.00) per hour per floor per tenant. Requests for any additional services shall be in writing and delivered to Landlord not later than 2 p.m. of the previous day.

(ii) Adequate electrical wiring and facilities for standard building lighting fixtures provided by Landlord and for Tenant's incidental uses (it being understood that Tenant is to bear the cost of replacement of all lamps, tubes, ballasts and starters for lighting fixtures in the Premises); provided that (a) the connected electrical load for lighting and incidental use equipment does not exceed an average of five watts per square foot of the Premises; (b) the electricity so furnished for incidental uses will be at a nominal 120 volts and no electrical circuit for the supply of such incidental use will have a current capacity exceeding 20 amperes; and (c) such electricity will be used only for equipment and accessories normal to office usage. If Tenant's requirements for electricity for lighting and incidental uses are in excess of those set forth in the preceding sentence, Landlord reserves the right to require Tenant to install the conduit, wiring and other equipment necessary to supply electricity for such excess incidental use requirements at Tenant's expense. City water from the regular Building outlets for drinking, lavatory and toilet purposes.

(iv) Janitorial services as delineated in Exhibit D attached hereto.

(v) Window washing of the inside and outside of windows in the Building's perimeter walls as may be situated in the Premises as delineated in Exhibit D attached hereto.

(vi) Non-exclusive automatic passenger elevator service at all times.

(vii) Non-exclusive freight elevator service subject to reasonable scheduling by Landlord.

(viii) Security services at a level consistent with other first class office buildings in Boston, Massachusetts.

B. Billing for Electricity.

(i) Separate Metering. In the event that Landlord in its sole discretion makes arrangements with the utility company supplying electricity to the Premises for separate metering and billing, Tenant shall pay (as hereinafter described) for the use of all electrical service to the Premises (other than the electrical service necessary for Landlord to fulfill its obligation to provide heating and air conditioning as provided in Paragraph 8A(i) hereof). Tenant shall be billed directly by such utility company and Tenant agrees to pay each bill promptly in accordance with its terms. In the event that for any reason Tenant cannot be billed directly, Landlord shall forward each bill received by it with respect to the Premises to Tenant which Tenant shall pay promptly in accordance with its terms.

(ii) Intentionally deleted.

C. Interruption of Services.

Tenant agrees that Landlord shall not be liable in damages, by abatement of Rent or otherwise, for failure to furnish or delay in furnishing any service, or for any diminution in the quality or quantity thereof, when such failure or delay or diminution is occasioned, in whole or in part, by repairs, renewals, or improvements, by any strike, lockout or other labor trouble, by inability to secure electricity, gas, water, or other fuel at the Building after reasonable effort so to do, by any accident or casualty whatsoever, by act or default of Tenant or other parties, or by any other cause beyond Landlord's reasonable control; and such failures or delays or diminution shall never be deemed to constitute an eviction or disturbance of Tenant's use and possession of the Premises or relieve Tenant from paying Rent or performing any of its obligations under this Lease.

D. Charges for Services.

Charges for any service for which Tenant is required to pay, from time to time hereunder, including but not limited to after hours heating or air conditioning shall be due and payable at the same time as the installment of Rent with which they are billed, or if billed separately, shall be due and payable as further Additional Rent within ten (10) days after such billing. If Tenant shall fail to make payment for any such services, Landlord may, without notice to Tenant, in addition to any and all other remedies available under this Lease or otherwise, discontinue any or all of such services and such discontinuance shall not be deemed to constitute an eviction or disturbance of Tenant's use and possession of the Premises or relieve Tenant from paying Rent or performing any of its other obligations under this Lease.

E. Energy Conservation.

Notwithstanding anything to the contrary in this Paragraph 8 or elsewhere in this Lease, Landlord shall have the right to institute such policies, programs and measures as may be necessary or desirable, in Landlord's reasonable discretion, for the conservation and/or preservation of energy or energy related services if consistent with similar programs instituted generally in first-class office buildings in Boston, or as may be required to comply with any applicable codes, rules and regulations, whether mandatory or voluntary.

Tenant will, at Tenant's own expense, keep the Premises, including all improvements, fixtures and furnishings therein, in good order, repair and condition at all times during the Term, and Tenant shall promptly and adequately repair all non-structural damage to the Premises and replace or repair all damaged or broken glass, fixtures and appurtenances on the Premises, under the supervision and subject to the reasonable approval of Landlord, and within any reasonable period of time specified by Landlord. If Tenant does not do so, Landlord may, but shall not be obligated to, make such repairs and replacements, and Tenant shall pay Landlord the cost thereof, including a percentage of the cost thereof (to be uniformly established for the Office Section) sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs or expenses arising from Landlord's involvement with such repairs and replacements forthwith upon being billed for same. Landlord may, but shall not be required to, enter the Premises, upon reasonable prior notice, at all reasonable times (and at any time in emergency situations) to make such repairs, alterations, improvements and additions to the Premises, to the Office Section or the Building or to any equipment located in the Office Section or the Building as Landlord shall desire or deem necessary or as Landlord may be required to do by governmental authority or court order or decree. Landlord shall use reasonable efforts not to interfere with Tenant's business.

Tenant shall not (either with or without negligence) cause or permit the escape, disposal or release of any biologically or chemically active or hazardous substances, or materials (collectively the "Hazardous Materials"). Tenant shall not allow the storage or use of Hazardous Materials in any manner not sanctioned by law or by the highest standards prevailing in the industry for the storage and use of such Hazardous Materials, nor allow to be brought into the Building any Hazardous Materials except to use in the ordinary course of Tenant's business, and then only after written notice is given to Landlord of the identity of Hazardous Materials. Without limitation, Hazardous Materials shall include those described in the Comprehensive Environmental Response, Compensation and Liability Act of 1980, as amended, 42 U.S.C. Section 9601 et seq., the Resource Conservation and Recovery Act, as amended, 42 U.S.C. Section 6901 et seq., any applicable state or local laws and the regulations adopted under these acts. If any lender or governmental agency shall ever require testing to ascertain whether or not there has been any release of Hazardous Materials, then the reasonable costs thereof shall be reimbursed by Tenant to Landlord upon demand as additional charges if such requirement applies to the Premises. In addition, Tenant shall execute affidavits, representations and the like from time to time as Landlord may reasonably request concerning Tenant's best knowledge and belief regarding the presence of Hazardous Materials on the Premises. In all events, Tenant shall indemnify Landlord in the manner elsewhere provided in this Lease from any release of Hazardous Materials on the Premises occurring while Tenant is in possession or elsewhere if caused by Tenant or persons acting under Tenant. The within covenants shall survive the expiration or earlier termination of the Term.

A. Tenant shall not, without the prior written consent of Landlord, make any alterations, improvements or additions to the Premises exceeding Two Thousand Five Hundred and 00/100 Dollars ($2,500) in value. Landlord's refusal to give said consent shall be conclusive. If Landlord consents to said alterations, improvements or additions, it may impose such reasonable conditions with respect thereto as Landlord deems reasonably appropriate, including, without limitation, requiring Tenant to furnish Landlord with security for the payment of all costs to be incurred in connection with such work, insurance against liabilities which may arise out of such work, and plans and specifications plus permits necessary for such work, requiring Tenant to perform such work at times designated by Landlord. The work necessary to make any alterations, improvements or additions to the Premises, whether prior to or subsequent to the Commencement Date, shall be done at Tenant's expense to the extent it exceeds the Construction Allowance (as defined in Paragraph 39 herein) by employees of or contractors hired by Landlord except to the extent Landlord gives its prior written consent to Tenant's hiring its own contractors, such consent not to be unreasonably withheld. It is understood that Landlord's consent to the hiring by Tenant of Tenant's own contractors may be withheld if Landlord's permitting such hiring might reasonably be expected to adversely affect other construction in the Building or might reasonably be expected to result in an interruption of services provided to tenants of the Building. Tenant shall promptly pay to Landlord or Tenant's contractors, as the case may be, when due, the cost of all such work and of all decorating required by reason thereof. Tenant shall also pay to Landlord a percentage of the cost of such work
(such percentage to be established on a uniform basis for the Office Section)
sufficient to reimburse Landlord for all overhead, general conditions, fees and other costs and expenses actually incurred by Landlord and arising from Landlord's involvement with such work. In connection with seeking Landlord's approval, Tenant shall provide to Landlord plans and specifications regarding proposed alterations, additions or improvements, as Landlord shall reasonably require, and Tenant shall, in addition to all other expenses which Tenant is obligated to pay to Landlord hereunder, pay to Landlord the expense reasonably incurred by Landlord in connection with the review of such information. Upon completion of such work Tenant shall deliver to Landlord, if payment is made directly to contractors, evidence of payment, contractors' affidavits and full and final waivers of all liens for labor, services or materials, all in form satisfactory to Landlord. Tenant shall defend and hold Landlord, Landlord's lessor, any mortgagee, the MTA (hereinafter defined), the Property and the Building harmless from all costs, damages, liens and expenses related to such work except for the gross negligence or willful misconduct of Landlord's contractors or employees. All work done by Tenant or its contractors pursuant to Paragraphs 9 or 10 shall be done in a first-class workmanlike manner using only good grades of materials and shall comply with all insurance requirements and all applicable laws and ordinances and rules and regulations of governmental departments or agencies. Notwithstanding anything contained herein to the contrary, Landlord shall be obligated to provide the Construction Allowance as specified in Paragraph 39 herein.

B. All alterations, improvements and additions to the Premises, whether temporary or permanent in character, made or paid for by Landlord or Tenant, shall without compensation to Tenant become Landlord's property at the termination of this Lease by lapse of time or otherwise and shall, unless Landlord requests their removal (in which case Tenant shall remove the same as provided in Paragraph 18), be relinquished to Landlord in good condition, ordinary wear excepted.

Tenant may install, maintain, replace, remove or use any communications or computer wires, cables and related devices (collectively the "Lines") at the Property in or serving the Premises, provided: (a) Tenant shall obtain Landlord's prior written consent, such consent not to be unreasonably withheld, use an experienced and qualified contractor approved in writing by Landlord, such approval not to be unreasonably withheld, and comply with all of the other provisions of Paragraph 10A, (b) any such installation, maintenance, replacement, removal or use shall not interfere with the use of any then existing Lines at the Building, (c) an acceptable number of spare Lines and space for additional Lines shall be maintained for existing and future occupants of the Building, as determined "in Landlord's reasonable opinion, (d) if Tenant at any time uses any equipment that may create an electromagnetic field exceeding the normal insulation ratings or ordinary twisted pair riser cable or cause radiation higher than normal background radiation, the Lines therefor (including riser cables) shall be appropriately insulated to prevent such excessive electromagnetic fields or radiation, (e) as a condition to permitting the installation of new Lines, Landlord shall require that Tenant remove existing Lines located in or serving the Premises, (f) Tenant's rights shall be subject to the rights of any regulated telephone company, and (g) Tenant shall pay all costs in connection therewith. Landlord reserves the right to require that Tenant remove any Lines located in or serving the Premises which are installed in violation of these provisions, or which are at any time in violation of any laws, ordinances, rules or regulations or represent a dangerous or potentially dangerous condition (but only if such Lines were installed by Tenant), within three (3) days after written notice.

Landlord may (but shall not have the obligation to): (i) install new Lines at the Building, (ii) create additional space for Lines at the Property, and (iii) reasonably direct, monitor and/or supervise the installation, maintenance, replacement and removal of, the allocation and periodic reallocation of available space (if any) for, and the allocation of excess capacity (if any) on, any Lines now or hereafter installed at the Building by Landlord, Tenant or any other party (but Landlord shall have no right to monitor or control the information transmitted through such Lines). Such rights shall not be in limitation of other rights that may be available to Landlord by law or otherwise. If Landlord exercises any such rights, Landlord may charge Tenant for the costs reasonably attributable to Tenant, or may include those costs and all other costs in Operating Expenses under Paragraph 5A(vi) (including without limitation, costs for acquiring and installing Lines and risers to accommodate new Lines and spare Lines, any associated computerized system and software for maintaining records of Line connections, and the fees of any consulting engineers and other experts); provided, any capital expenditures included in Operating Expenses hereunder shall be amortized (together with reasonable finance charges) as provided in Paragraph 5A(vi).

Tenant shall not, without the prior written consent of Landlord in each instance, such consent not to be unreasonably withheld or delayed, grant to any third party a security interest or lien in or on the Lines, and any such security interest or lien granted without Landlord's written consent shall be null and void. Except to the extent arising from the intentional or negligent acts of Landlord or Landlord's agents or employees, Landlord shall have no liability for damages arising from, and Landlord does not warrant that the Tenant's use of any Lines will be free from the following (collectively called "Line Problems"): (x) any eavesdropping or wire-tapping by unauthorized parties,
(y) any failure of any Lines to satisfy Tenant's requirements, or (z) any shortages, failures, variations, interruptions, disconnections, loss or damage caused by the installation, maintenance, replacement, use or removal of Lines by or for other tenants or occupants at the Building, by any failure of the environmental conditions or the power supply for the Building to conform to any requirements for the Lines or any associated equipment, or any other problems associated with any Lines by any other cause. Under no circumstances shall any Line Problems be deemed an actual or constructive eviction of Tenant, render Landlord liable to Tenant for abatement of Rent, or relieve Tenant from performance of Tenant's obligations under this Lease. Landlord in no event shall be liable for damages by reason of loss of profits, business interruption or other consequential damage arising from any Line Problems.

Tenant has no authority or power to cause or permit any lien or encumbrance of any kind whatsoever, whether created by act of Tenant, operation of law or otherwise, to attach to or be placed upon the Property, the Building or the Premises, or to affect any estate or interest of Landlord, Landlord's lessor, any mortgagee or the MTA. Tenant covenants and agrees not to suffer or permit any lien of mechanics, materialmen or others to be placed against the Property, the Building or the Premises, or to affect any estate or interest of Landlord, Landlord's lessor, any mortgagee or the MTA, with respect to work or services claimed to have been performed for or materials claimed to have been furnished to Tenant or the Premises, and, in case of any such lien attaching or notice of any lien, or claim therefor being asserted, Tenant covenants and agrees to cause same to be immediately released and removed of record. In the event that such lien is not immediately released and removed, Landlord, at its sole option, may take all action necessary to release and remove such lien (without any duty to investigate the validity thereof) and Tenant shall promptly upon notice reimburse Landlord for all sums, costs and expenses (including reasonable attorneys' fees) incurred by Landlord in connection therewith.

A. Waiver of Subrogation.

Landlord and Tenant each hereby waive any and every claim for recovery from the other for any and all loss of or damage to the Building or the Premises or to the contents thereof, which loss or damage is covered by valid and collectible physical damage insurance policies, to the extent that such loss or damage is recoverable under said insurance policies. Inasmuch as this mutual waiver will preclude the assignment of any such claim by subrogation (or otherwise) to an insurance company (or any other person), Landlord and Tenant each agree to give to each insurance company which has issued, or in the future may issue, to it policies of physical damage insurance, written notice of the terms of this mutual waiver, and to have said insurance policies properly endorsed, if necessary, to prevent the invalidation of said insurance coverage by reason of said waiver. Tenant's waiver of subrogation as hereinabove set forth shall also run to the benefit of and extend to Landlord's lessor and the MTA.

B. Coverage.

Tenant shall purchase and maintain insurance during the entire Term for the benefit of Tenant, Landlord, Landlord's lessor, any mortgagee and the MTA (as their respective interests may appear) with terms, coverages and in companies satisfactory to Landlord, and with such increases in limits as Landlord may from time to time request, but initially Tenant shall maintain the following coverages in the following amounts:

(i) Commercial General Liability Insurance covering Tenant, Landlord, Landlord's lessor, the MTA and Landlord's management agent for claims of bodily injury, personal injury and property damage arising out of Tenant's operations, assumed liabilities or use of the Premises, for limits of liability not less than:

Bodily Injury and Property  $2,000,000 each occurrence
Damage Liability            $2,000,000 annual aggregate
Personal Injury Liability   $2,000,000 annual aggregate
                            0% Insured's participation

(ii) Comprehensive Automobile Insurance covering all owned, nonowned and hired automobiles of Tenant including the loading and unloading of any automobile with limits of liability not less than:

Bodily Injury and Property $2,000,000 each person Damage Liability $2,000,000 each accident

(iii) Physical Damage Insurance covering all additions, improvements and alterations to the Premises which are beyond the building standard tenant improvements provided by Landlord and all office furniture, trade fixtures, office equipment, merchandise and all other items of Tenant's property on the Premises. Such insurance shall be written on an "all risks" of physical loss or damage basis, for the full replacement cost value of the covered items and in amounts that meet any coinsurance clauses of the policies of insurance.

Tenant shall, prior to the commencement of the Term, furnish to Landlord certificates evidencing such coverage, on ACORD Form 27, which certificates shall state that such insurance coverage may not be changed or canceled without at least thirty (30) days' prior written notice to Landlord and Tenant and shall name Landlord and Landlord's management agent as additional insureds.

C. Avoid Action Increasing Rates.

Tenant shall comply with all applicable laws and ordinances, all orders and decrees of court and all requirements of other governmental authorities having jurisdiction over the Building and of the applicable rating bureau, and shall not, directly or indirectly, make any use of the Premises in violation of the Use specified in Article I which may thereby be prohibited or be dangerous to person or property or which may jeopardize any insurance coverage or may increase the cost of insurance or require additional insurance coverage. If, by reason of the failure of Tenant to comply with the provisions of this Paragraph 12C after notice from Landlord and a period of two (2) days after such notice is given to Tenant to cure such violation, (i) any insurance coverage is jeopardized Landlord may, in addition to all other remedies which may be available to Landlord, terminate this Lease or (ii) insurance premiums are increased, Landlord shall have the option either to terminate this Lease or to require Tenant to make immediate payment of the increased insurance premium.

A. Paragraph 9 hereof notwithstanding, if the Premises or the access thereto shall be damaged by fire or other casualty and if such damage does not render all or a material portion of the Premises untenantable and if the Premises, the Office Section or the Building are not substantially damaged (as hereinafter defined), then Landlord shall, subject to building and zoning laws then applicable, repair and restore the same with reasonable promptness, subject to reasonable delays for insurance adjustments and delays caused by matters beyond Landlord's reasonable control, but shall not be obligated to expend therefor an amount in excess of the proceeds of insurance recovered with respect thereto. If all or a material portion of the Premises are rendered untenantable by fire or other casualty, or if the Premises, the Office Section or the Building are substantially damaged by fire or other casualty (the term "substantially damaged" meaning damage of such a character that the same cannot, in ordinary course, reasonably be expected to be repaired within ninety (90) days from the time that repair work would commence), then, in either such case, Landlord shall have the right to terminate this Lease by giving notice of Landlord's election so to do not later than one hundred twenty (120) days after Landlord has ascertained all information required by Landlord to determine whether or not to terminate this Lease, including without limitation the amount of insurance proceeds which are available to Landlord for restoration. In the event Landlord gives such termination notice, this Lease shall terminate (with appropriate proration(s) of Rent being made for Tenant's possession of the tenantable portion of the Premises after the date of such damage) as of the date specified in such notice (but in no event sooner than thirty (30) days after the date of such notice) with the same force and effect as if the date specified were the date originally established as the expiration date hereof Landlord shall have no liability to Tenant, and Tenant shall not be entitled to terminate this Lease by virtue of any delays in completion of such repairs and restoration. Further, in the event this Lease is not terminated, Landlord shall not be obligated to restore any portion of the Office Section or the Building outside of the Premises which is not necessary for reasonable access to and egress from the Premises. Except as otherwise provided below, Rent shall abate on those portions of the Premises as are, from time to time, untenantable as a result of such damage.

B. In the event the Premises, the Office Section or the Building is damaged by fire or other casualty resulting from the act or neglect of Tenant, its agents, contractors, employees or invitees and if this Lease shall not be terminated by Landlord as a result of such damage, Tenant shall not be released from any of its obligations hereunder including, without limitation, its duty to pay Rent, and Rent shall not be abated.

C. Notwithstanding anything to the contrary herein set forth, Landlord shall have no duty pursuant to this Paragraph 13 to repair or restore any portion of the alterations, additions or improvements in the Premises or the decorations thereto except to the extent that such alterations, additions, improvements and decorations were provided by Landlord, at Landlord's cost, at the, beginning of the Term. If Tenant desires any other or additional repairs or restoration and if Landlord consents thereto, the same shall be done at Tenant's sole cost and expense subject to all of the provisions of Paragraph 9 hereof. Tenant acknowledges that Landlord shall be entitled to the full proceeds of any insurance coverage, whether carried by Landlord or Tenant, for damage to alterations, additions, improvements or decorations provided by Landlord either directly or through an allowance to Tenant.

To the extent not prohibited by law, Landlord, its partners, its managing agent, Landlord's lessor, any mortgagee, the MTA and their respective officers, agents, servants and employees shall not be liable for any damage either to person or property or resulting from the loss of use thereof sustained by Tenant or by other persons due to the Building, or any part thereof or any appurtenances thereof becoming out of repair, or due to the happening of any accident or event in or about the Office Section, the Premises or the Building, or due to any act or neglect of any tenant or occupant of the Office Section, the Building or of any other person or entity. This provision shall apply particularly, but not exclusively, to damage caused by gas, electricity, snow, frost, steam, sewage, sewer gas or odors, fire, water, noise, vibration, fumes or by the bursting or leaking of pipes, faucets, sprinklers, plumbing fixtures and windows, and shall apply whether the damage was due to any of the causes specifically enumerated above or to some other cause of an entirely different kind. Tenant further agrees that all personal property upon the Premises, or upon loading docks, receiving and holding areas, or freight elevators of the Building shall be at the risk of Tenant only, and that Landlord shall not be liable for any loss or damage thereto or theft thereof. Without limitation of any other provisions hereof, Tenant agrees to defend, protect, indemnify and save harmless Landlord, Landlord's lessor, any mortgagee and the MTA from and against all liability to third parties which arose (or which were claimed to have arisen) within or without the Premises or out of acts or omissions of Tenant and its servants, agents, employees, contractors, suppliers, workers and invitees. Without limitation of any other provisions hereof, Landlord agrees to defend, protect, indemnify and save harmless Tenant from and against all liability to third parties which arose (or which were claimed to have arisen) within or without the Premises or out of acts or omissions of Landlord and its servants, agents, employees, contractors, suppliers and workers.

No waiver of any provision of this Lease shall be implied by any failure of Landlord to enforce any remedy on account of the violation of such provision, even if such violation be continued or repeated subsequently, and no express waiver shall affect any provision other than the one specified in such waiver and that one only for the time and in the manner specifically stated. No receipt of monies by Landlord from Tenant after the termination of this Lease shall in any way alter the length of the Term or of Tenant's right of possession hereunder or after the giving of any notice shall reinstate, continue or extend the Term or affect any notice given Tenant prior to the receipt of such monies, it being agreed that after the service of notice or the commencement of a suit or after final judgment for possession of the Premises, Landlord may receive and collect any Rent due, and the payment of said Rent shall not waive or affect said notice, suit or judgment.

If the Property, the Building or any portion thereof shall be taken or condemned by any competent authority for any public or quasi-public use or purpose (a "taking"), or if the configuration of any roadway, street, alley, or railroad line adjacent to or beneath the Building is changed by any competent authority and such taking or change in configuration makes it necessary or desirable to remodel or reconstruct the Building or any part thereof, Landlord shall have the right, exercisable at its sole discretion, to cancel this Lease upon not less than ninety (90) days' notice prior to the date of cancellation designated in the notice. No money or other consideration shall be payable by Landlord to Tenant for the right of cancellation and Tenant shall have no right to share in the condemnation award or in any judgment for damages caused by such taking or change in configuration. Tenant shall be entitled to file a claim for its trade fixtures, all of which it may remove.

A. Tenant shall not, without the prior written consent of Landlord (which consent shall not be unreasonably withheld or delayed) (i) assign, convey or mortgage this Lease or any interest hereunder; (ii) permit to occur or exist any assignment of this Lease, or any lien upon Tenant's interest, voluntarily or by operation of law; (iii) sublet the Premises or any part thereof, or (iv) permit the use of the Premises by any parties other than Tenant and its employees. Any such action on the part of Tenant shall be void and of no effect. Notwithstanding the foregoing, the sale of all or substantially all of Tenant's assets, or the merger or consolidation of Tenant with a person controlling, controlled by or under common control with Tenant, shall not be deemed an assignment, conveyance, sublet or mortgage of this Lease. Landlord's consent to any assignment, subletting or transfer or Landlord's election to accept any assignee, subtenant or transferee as the tenant hereunder and to collect rent from such assignee, subtenant or transferee shall not release Tenant or any subsequent tenant from any covenant or obligation under this Lease. Landlord's consent to any assignment, subletting or transfer shall not constitute a waiver of Landlord's right to withhold its consent to any future assignment, subletting, or transfer. If Tenant is a corporation and if at any time during the Term the person or persons who own a majority of its voting shares at the time of the execution of this Lease cease to own a majority of such shares, Tenant shall so notify Landlord, and Landlord may terminate this Lease by notice to Tenant given not later than ninety (90) days thereafter. This provision shall not apply whenever Tenant is a corporation the outstanding voting stock of which is listed on a recognized security exchange. For the purposes of this provision, stock ownership shall be determined in accordance with Section 544 of the Internal Revenue Code of 1986, as amended through December 31, 1989, and the regulations thereunder, and the term "voting stock" shall refer to shares of stock regularly entitled to vote for the election of directors of the corporation.

B. Without limitation of the rights of Landlord hereunder in respect thereto, if there is any assignment of this Lease by Tenant or a subletting of the whole of the Premises by Tenant at a rent which, in either case, exceeds the rent payable hereunder by Tenant, or if there is a subletting of a portion of the Premises by Tenant at a rent in excess of the subleased portion's pro rata share of the rent payable hereunder by Tenant, then Tenant shall pay to Landlord, as additional rent, forthwith upon Tenant's receipt of each installment of any such excess rent, fifty percent (50%) of any such excess rent (excluding any monies received from the sale of Tenant's fixtures, equipment or personal property). The provisions of this paragraph shall apply to each and every assignment of the Lease and each and every subletting of all or a portion of the Premises, whether to a subsidiary or controlling corporation or any other person, firm or entity, in each case on the terms and conditions set forth herein. Each request by Tenant for permission to assign this Lease or to sublet the whole or any part of the Premises shall be accompanied by a warranty by Tenant as to the amount of rent to be paid to Tenant by the proposed assignee or sublessee. Landlord or its authorized representatives shall have the right at all reasonable times, upon prior written notice to Tenant, to audit the books, records and papers of Tenant relating to any consideration received in connection with such an assignment or subletting, and shall have the right to make reasonable copies thereof which shall be kept confidential. If the excess rent being paid shall be found understated, Tenant shall within thirty (30) days after demand pay the deficiency, and Landlord's cost of such audit and if understated by more than five percent (5%), Landlord shall have the right to terminate this Lease upon thirty (30) days' notice. For the purposes of this Paragraph 17B, the term "rent" shall mean all Base Rent, Additional Rent or other payments and/or consideration payable by one party to another related to the use and occupancy of all or a portion of the Premises.

Upon the expiration of the Term or upon the termination of Tenant's right of possession to all or a portion of the Premises, whether by lapse of time or at the option of Landlord as herein provided, Tenant shall forthwith quietly and peaceably surrender the Premises or portion thereof to Landlord in good order, repair and condition, ordinary wear and casualty excepted. Any interest of Tenant in the alterations, improvements and additions to the Premises made or paid for by Landlord or Tenant shall, without compensation to Tenant, become, at Landlord's option, Landlord's property at the termination of this Lease by lapse of time or otherwise and if such option is exercised such alterations, improvements and additions shall be relinquished to Landlord in good condition, ordinary wear excepted. Within seven (7) days prior to the termination of the Term or of Tenant's right of possession Tenant shall remove office furniture, trade fixtures, office equipment and all other items of Tenant's property on the Premises. Tenant shall pay to Landlord upon demand the reasonable cost of repairing any damage to the Premises and to the Building caused by any removal required hereunder. If Tenant shall fail or refuse to remove any such property from the Premises, Tenant shall be conclusively presumed to have abandoned the same, and title thereto shall thereupon pass to Landlord without any cost either by set-off, credit, allowance or otherwise, and Landlord may at its option accept the title to such property or, at Tenant's expense, may (i) remove the same or any part in any manner that Landlord shall choose, repairing any damage to the Premises caused by such removal, and (ii) store, destroy or otherwise dispose of the same without incurring liability to Tenant or any other person.

In addition to performing all of Tenant's other obligations hereunder, Tenant shall pay to Landlord an amount as Rent equal to the greater of (i) the monthly market rental rate for a term of not less than one (1) year for similar premises in the Building without regard to concessions such as tenant improvement allowance and free rent, if any, or (ii) the sum of one hundred fifty percent (I 5 0%) of one-twelfth the Base Rent and one hundred fifty percent (150%) of one-twelfth the Additional Rent paid by Tenant during the previous Calendar Year herein provided, such amount to be paid monthly during each month or portion thereof for which Tenant shall retain possession of the Premises or any part thereof after the termination of the Term or of Tenant's right of possession, whether by lapse of time or otherwise, and also shall pay all damages sustained by Landlord, whether direct or consequential, on account thereof. At the option of Landlord, expressed in a written notice to Tenant and not otherwise, such holding over shall constitute a renewal of this Lease for a period of one year at such Base Rent and Additional Rent as would be applicable for such year, and if Landlord does not so notify Tenant, such holding over shall constitute the Tenant a tenant-at-will from month to month. The provisions of this Paragraph 19 shall not be deemed to limit or constitute a waiver of any other rights or remedies of Landlord provided herein or at law.

Tenant agrees that, from time to time upon not less than ten (10) days' prior request by Landlord, Landlord's lessor or any mortgagee, Tenant or Tenant's duly authorized representative having knowledge of the following facts will deliver to Landlord a statement in writing certifying (i) that this Lease is unmodified and in full force and effect (or if there have been modifications, a description of such modifications and that the Lease as modified is in full force and effect); (ii) the dates to which Rent and other charges have been paid; (iii) to the best of Tenant's knowledge, Landlord is not in default under any provision of this Lease, or, if in default, the nature thereof in detail;
(iv) that the Premises have been delivered to Tenant by Landlord and accepted by Tenant; (v) that there are no proceedings pending against Tenant which have been adversely decided and which would affect Tenant's obligations under this Lease;
(vi) that Tenant has not made a claim against Landlord which has not been resolved or satisfied; and (vii) such further matters as may be reasonably requested by Landlord, it being intended that any such statement may be relied upon by any prospective assignee of Landlord, any mortgagee or prospective mortgagee of the Building, any prospective assignee of any such mortgagee, or any prospective and/or subsequent purchaser or transferee of all or a part of Landlord's interest in the Property, the Office Section or the Building, or any other person having an interest therein. Tenant shall execute and deliver whatever instruments may be required for such purposes, and in the event Tenant fails so to do within ten (10) days after demand in writing, Tenant shall be considered in default under this Lease.

This Lease and all rights of Tenant hereunder are subject and subordinate to any mortgage or mortgages, blanket or otherwise, made by Landlord and which do now or may hereafter affect the Property or the Building and to any and all renewals, modifications, consolidations, replacements and extensions thereof, and to any ground or other lease, or similar instrument now or hereafter placed against the Building. It is the intention of the parties that this provision be self-operative and that no further instrument shall be required to effect such subordination of this Lease. Tenant shall, however, upon demand at any time or times execute, acknowledge and deliver to Landlord without expense to Landlord, any and all instruments that may be necessary or proper to subordinate this Lease and all rights of Tenant hereunder to any such mortgage or mortgages or to confirm or evidence such subordination. Tenant covenants and agrees, in the event any proceedings are brought for the foreclosure of any such mortgage, to attorn, without any deductions or set-offs whatsoever, to the purchaser upon any such foreclosure sale if so requested to do by such purchaser, and to recognize such purchaser as the Landlord under this Lease. Tenant agrees to execute and deliver at any time and from time-to-time, upon the request of Landlord or of any holder of such mortgage or of such purchaser, any instrument which, in the sole judgment of such requesting party, may be necessary or appropriate in any such foreclosure proceeding or otherwise to evidence such attornment. Tenant and Landlord further agree that if so requested by any mortgagee of Landlord, this Lease shall be made superior to any such mortgage and that they will execute such documents as may be required by such mortgagee to effect the superiority of this Lease to such mortgage.

Landlord shall have the following rights (but not obligations), each of which Landlord may exercise without notice to Tenant (except with respect to
(i) which shall require no less than thirty (30) days prior written notice) and without liability to Tenant for damage or injury to property, person or business on account of the exercise thereof, and the exercise of any such rights shall not be deemed to constitute an eviction or disturbance of Tenant's use or possession of the Premises and shall not give rise to any claim for set-off or abatement of Rent or any other claim:

(i) To change the Building's name or street address.

(ii) To install, affix and maintain any and all signs on the exterior and on the interior of the Building.

(iii) To decorate or to make repairs, alterations, additions, or improvements, whether structural or otherwise, in and about the Building, or any part thereof, and for such purposes to enter upon the Premises, and during the continuance of any of said work, to temporarily close doors, entryways, public space and corridors in the Building and to interrupt or temporarily suspend services or use of facilities, all without affecting any of Tenant's obligations hereunder, so long as the Premises are reasonably accessible and usable, and with the use of reasonable efforts not to interfere with Tenant's business.

(iv) To furnish door keys for the entry door(s) in the Premises at the commencement of this Lease and to retain at all times, and to use in appropriate instances, keys to all doors within and into the Premises. Tenant agrees to purchase only from Landlord additional duplicate keys as required, to change no locks, and not to affix locks on doors without the prior written consent of Landlord not to be unreasonably withheld. Notwithstanding the provisions for Landlord's access to Premises, Tenant relieves and releases Landlord of all responsibility arising out of theft, robbery, pilferage and personal assault. Upon the expiration of the Term or of Tenant's right of possession, Tenant shall return all keys to Landlord and shall disclose to Landlord the combination of any safes, cabinets or vaults left in the Premises.

(v) To designate and approve all window coverings used in the Building.

(vi) To approve the weight, size and location of safes, vaults and other heavy equipment and articles in and about the Premises and the Building so as not to exceed the legal live load limit of seventy (70) pounds per square foot, as designated by the structural engineers for the Building, and to require all such items and furniture and similar items to be moved into or out of the Building and Premises only at such times and in such manner as Landlord shall direct in writing. Tenant shall not install or operate machinery or any mechanical devices of a nature not directly related to Tenant's ordinary use of the Premises without the prior written consent of Landlord. Movements of Tenant's property into or out of the Building or the Premises and within the Building are entirely at the risk and responsibility of Tenant, and Landlord reserves the right to require permits before allowing any property to be moved into or out of the Building or the Premises.

(vii) To establish security policies and other controls for the purpose of regulating all property and packages, both personal and otherwise, to be moved into or out of the Building and Premises and all persons using the Building both during and after normal office hours.

(viii) To regulate delivery and service of supplies and the usage of the loading docks, receiving areas and freight elevators.

(ix) To show the Premises to prospective tenants during the last six (6) months of the Term at reasonable times upon reasonable notice and, if vacated or abandoned, to show the Premises at any time, and to prepare the Premises for reoccupancy.

(x) To erect, use and maintain pipes, ducts, wiring and conduits, and appurtenances thereto, in and through the Premises at reasonable locations.

(xi) To enter the Premises at any reasonable time to inspect the Premises upon reasonable prior notice as set forth herein, except in the case of an emergency.

(xii) To grant to any person or to reserve unto itself the exclusive right to conduct any business or render any service in the Building.

Tenant agrees to observe the rules and regulations for the Building attached hereto as Exhibit C and made a part hereof. Landlord shall have the right from time to time to prescribe additional rules and regulations which, in its reasonable judgment, may be desirable for the use, entry, operation and management of the Premises, the Office Section and the Building, each of which rules and regulations and any amendments thereto shall become a part of this Lease. Tenant shall comply with all such rules and regulations; provided, however, that such rules and regulations shall not contradict or, abrogate any right or privilege herein expressly granted to Tenant. The rules and regulations shall be enforced by Landlord in a non-discriminatory manner.

If default shall be made in the payment of the Rent or any installment thereof or in the payment of any other sum required to be paid by Tenant under this Lease or under the terms of any other agreement between Landlord and Tenant and such default shall continue for five (5) days after written notice to Tenant, or if default shall be made in the observance or performance of any of the other covenants or conditions in this Lease which Tenant is required to observe and perform and such default shall continue for ten (10) days after written notice to Tenant (provided, however, if Tenant has commenced curing such default and is diligently proceeding with such cure, Tenant shall have a period of up to thirty (30) days after written notice to Tenant to cure such default), or if a default involves a hazardous condition and is not cured by Tenant immediately upon written notice to Tenant, or if the interest of Tenant in this Lease shall be levied on under execution or other legal process, or if any voluntary petition in bankruptcy or for corporate re-organization (but not including the merger or consolidation of Tenant with or into a person controlling, controlled by or under common control with Tenant) or any similar relief shall be filed by Tenant, or if any involuntary petition in bankruptcy shall be filed against Tenant under any federal or state bankruptcy or insolvency act and shall not have been dismissed within sixty (60) days from the filing thereof, or if a receiver shall be appointed for Tenant or any of the property of Tenant by any court and such receiver shall not have been dismissed within forty-five (45) days from the date of his appointment, or if Tenant shall make an assignment for the benefit of creditors, or if Tenant shall admit in writing Tenant's inability to meet Tenant's debts as they mature, or if Tenant shall cease to occupy the Premises for a period of twenty (20) consecutive days during the Term, then Landlord may treat the occurrence of any one or more of the foregoing events as a breach of this Lease, and thereupon at its option may, after the expiration of all notice and grace periods set forth herein, if any, without any further notice or any demand of any kind to Tenant or any other person, have any one or more of the following described remedies in addition to all other rights and remedies provided at law or in equity or elsewhere herein:

(i) Landlord may terminate this Lease and the Term created hereby and shall give Tenant written notice of Landlord's election to do so and the effective date thereof (the "Effective Date"), in which event Landlord may forthwith repossess the Premises and shall be entitled to recover, forthwith as liquidated damages, in addition to any other sums or damages for which Tenant may be liable to Landlord, a sum of money equal to the present value (such present value to be computed on the basis of a per annum discount rate equal to 200 basis points below the effective annual yield on U.S. Treasury obligations which could be purchased on the business day next succeeding the Effective Date and mature closest to the Termination Date) of the Rent provided to be paid by Tenant for the balance of the Term over the present value of the fair market rental value of the Premises, after deduction from the present value of such fair market rental value of all anticipated expenses of reletting. Should the present value of the fair market rental value of the Premises, after deduction of all anticipated expenses of reletting, for the balance of the Term exceed the present value of the Rent provided to be paid by Tenant for the balance of the Term, Landlord shall have no obligation to pay to Tenant the excess or any part thereof or to credit such excess or any part thereof against any other sums or damages for which Tenant may be liable to Landlord.

(ii) Landlord may terminate this Lease and the Term as provided in (i) above and forthwith repossess the Premises and shall be entitled to recover forthwith, in addition to any other sums or damages for which Tenant may be liable to Landlord, a sum of money equal to amounts then due and the present value (computed as aforesaid) of all or a portion of the Rent and other sums to become due under this Lease for all or a part of the period from the Effective Date to the Termination Date. Furthermore, Landlord shall have the right from time to time to recover from Tenant, and Tenant shall remain liable for all Rent which would have been due, other than Rent accelerated and paid pursuant to the foregoing sentence, and any other sums thereafter accruing as they become due under this Lease during the period from the Effective Date to the Termination Date. In any such case, Landlord may (but shall be under no obligation to, except as required by law) relet the Premises or any part thereof for the account of Tenant, for such rent, from time to time (which may be for a term extending beyond the Term of this Lease), and upon such terms as Landlord in Landlord's sole discretion shall determine, and Landlord shall not be required to accept any tenant offered by Tenant or to observe any instructions given by Tenant relative to such reletting. Also, in any such case, Landlord may change the locks or other entry devices of the Premises and make repairs, alterations and additions in or to the Premises and redecorate same to the extent deemed by Landlord necessary or desirable, and Tenant shall upon written demand pay the cost thereof together with Landlord's expenses of reletting, including without limitation, brokerage commissions payable to Landlord's agent or to others. Landlord may collect the rents from any such reletting and apply the same to the payment of expenses of reentry, redecoration, repair and alterations and the reasonable expenses of reletting and the excess or residue remaining to the payment of Rent and other sums in this Lease provided to be paid by Tenant and not theretofore paid by acceleration or otherwise, and any such excess or residue shall operate only as an offsetting credit against the amount of Rent and other sums then due and owing or, at Landlord's option, shall be refunded to Tenant to the extent paid as a result of acceleration or shall be applied as an offsetting credit against Rent and other sums thereafter becoming due and payable hereunder; provided that in no event shall Tenant be entitled to a credit on its indebtedness to Landlord or refunds of amounts accelerated in excess of the aggregate of the amount paid as a result of acceleration and the amount would have been payable by Tenant for the period for which the credit to Tenant is being determined, had no default occurred. No such reentry, repossession, repairs, alterations, additions or relenting shall operate to release Tenant in whole or in part from any of Tenant's obligations hereunder, and Landlord may, at any time and from time to time, sue and recover judgment for any deficiencies from time to time remaining after the application from time to time of the proceeds of any such reletting.

(iii) Landlord, without thereby waiving such default, may cure the same for the account and at the expense of Tenant, without notice in a case of emergency, as determined by Landlord in its sole discretion, or in case of correction of a dangerous or hazardous condition, and in any other case if such default continues after ten
(10) days from the date of the giving by Landlord to Tenant of written notice of such default or of intention to cure. Bills for any expense incurred by Landlord in connection with any such performance by Landlord shall be for the account of Tenant, and shall be due and payable in accordance with the terms of said bills, and if not paid when due, the amounts thereof shall become immediately due and payable as Additional Rent under this Lease.

Tenant shall pay upon demand all Landlord's reasonable and customary costs, charges and expenses including the fees and out-of-pocket expenses of counsel, agents and others retained by Landlord incurred in enforcing Tenant's obligations hereunder or incurred by Landlord in any litigation, negotiation or transaction in which Tenant causes Landlord without Landlord's fault to become involved or concerned.

Landlord covenants that Tenant, on paying the Rent, charges for Services and other payments herein reserved and on keeping, observing and performing all the other terms, covenants, conditions, provisions and agreements herein contained on the part of Tenant to be kept, observed and performed shall, during the Term, peaceably and quietly have, hold and enjoy the Premises subject to the terms, covenants, conditions, provision and agreements hereof, without hindrance or ejection by any persons lawfully claiming by, through or under Landlord, the Foregoing covenant of quiet enjoyment being in lieu of any other covenant, expressed or implied.

Tenant hereby deposits with Landlord the sum of the Security Deposit specified in Paragraph. 1 hereof (hereinafter referred to as "Collateral"), as security for the prompt, full and faithful performance by Tenant of each and every provision of this Lease and of all obligations of Tenant hereunder. Landlord agrees to deposit the Collateral in an interest bearing account.

A. If Tenant fails to perform any of its obligations hereunder, Landlord may use, apply or retain the whole or any part of the Collateral for the payment of (i) any Rent or other sums of money which Tenant may not have paid when due, (ii) any sum expended by Landlord on Tenant's behalf in accordance with the provisions of this Lease, and/or (iii) any sum which Landlord may expend or be required to expend by reason of Tenant's default, including, without limitation, any damage or deficiency in or from the relenting of the Premises as provided in Paragraph 24. The use, application or retention of p the Collateral, or any portion thereof, by Landlord shall not prevent Landlord from exercising any other right or remedy provided by this Lease or by law (it being intended that Landlord shall not first be required to proceed against the Collateral) and shall not operate as a limitation on any recovery to which Landlord may otherwise be entitled. If any portion of the Collateral is used, applied or retained by Landlord for the purposes set forth above, Tenant agrees, within ten (10) days after written demand therefor is made by Landlord, to deposit cash with Landlord in an amount sufficient to restore the Collateral to its original amount.

B. If Tenant shall fully and faithfully comply with all of the provisions of this Lease, the Collateral, or any balance thereof, shall be returned to Tenant, with interest accrued on the Collateral, or any balance thereof held by Landlord from time to time, after the expiration of the Term or upon any later date after which Tenant has vacated the Premises. In the absence of evidence satisfactory to Landlord of my permitted assignment of the right to receive the Collateral, or of the remaining balance, thereof, Landlord may return the same to the named Tenant herein regardless of one or more assignments of Tenant's interest in this Lease or the Collateral. In such event, upon. the return of the Collateral, or the remaining balance thereof to the named Tenant, Landlord shall be completely relieved of liability under this Paragraph 27 or otherwise with respect to the Collateral.

C. Tenant acknowledges that Landlord has the right to transfer or mortgage its interest in the Premises and the Building and in this Lease and Tenant agrees that in the event of any such transfer or mortgage, Landlord shall have the right to transfer or assign the Collateral to the transferee or mortgagee. Upon such transfer or assignment, Landlord shall thereby be released by Tenant from all liability or obligation for the return of such Collateral and Tenant shall look solely to such transferee or mortgagee for the return of the Collateral, such transferee or mortgagee having no greater obligations in respect of the Collateral than the Landlord had.

The Tenant represents that Tenant has dealt with (and only with) the Broker specified in Paragraph I hereof as broker in connection with this Lease, and that insofar as Tenant knows, no other broker negotiated this Lease or is entitled to any commission in connection therewith. Tenant agrees to indemnify, defend and hold harmless Landlord its employees and agents from and against any claims made by any broker or finder other than the Broker named above for a commission or fee in connection with this Lease.

The Landlord represents that Landlord has dealt with (and only with) the Broker specified in Paragraph I hereof as broker in connection with this Lease, and that insofar as Landlord knows, no other broker negotiated this Lease or is entitled to any commission in connection therewith. Landlord agrees to indemnify, defend and hold harmless Tenant its employees and agents from and against any claims made by any broker or finder other than the Broker named above for a commission or fee in connection with this Lease.

Landlord is the lessee of the air rights premises within which the Building is constructed pursuant to that certain Sublease (the "Sublease") dated September 1, 1982 by and between a predecessor of Urban Investment and Development Co. ("Urban"), as lessor. Urban is the lessee of said air rights premises and other adjacent air rights premises which collectively are referred to as Copley Place, pursuant to that certain Amended and Restated Lease (the "Underlying Lease") dated January 31, 1980 by and between Urban and the Massachusetts Turnpike Authority ("MTA"), as lessor.

Landlord hereby gives notice to Tenant that it supports the Affirmative Action and Resident Preference goals set forth on Exhibit G attached hereto, and encourages Tenant, but Tenant is not obligated, to pursue such goals in Tenant's own employment practices. In connection with hiring to fill permanent jobs at the Premises, Tenant shall not discriminate against any employee or applicant for employment because of race, color, religious creed, national origin, age or sex. Tenant shall comply to the extent applicable, with Title VII of the U.S. Civil Rights Act and M.G.L. c.15IB with respect to employment at the Premises.

After receiving notice from any person, firm or other entity that it holds a mortgage which includes the Premises, the Building or the Office Section as part of the mortgaged premises, or that it is the ground lessor under a ground lease (which term shall include the Underlying Lease and the Sublease) with Landlord, as ground lessee, which includes the Premises, the Building or the Office Section as part of the demised premises, no notice from Tenant to Landlord shall be effective unless and until a copy of the same is given to such holder or ground lessor, and the curing of any of Landlord's defaults by such holder or ground lessor shall be treated as performance by Landlord. Such holder or ground lessor shall be given such reasonable time as may be necessary to effect such cure or to foreclose the mortgage or terminate the ground lease, as the case may be. For the purposes of Paragraph 21, this Paragraph 30, Paragraph 31 and Paragraph 34, the term "mortgage" includes a mortgage on a leasehold interest of Landlord (but not one on Tenant's leasehold interest).

With reference to any assignment by Landlord of Landlord's interest in this Lease, or the rents payable hereunder, conditional in nature or otherwise, which assignment is made to the holder of a mortgage or ground lease (which term shall include the Underlying Lease and the Sublease) on property which includes the Premises, the Building or the Office Section, Tenant agrees:

(i) that the execution thereof by Landlord, and the acceptance thereof by the holder of such mortgage, or the ground lessor, shall never be treated as an assumption by such holder or ground lessor of any of the obligations of Landlord hereunder, unless such holder, or ground lessor, shall, by notice sent to Tenant, specifically otherwise elect; and

(ii) that, except as aforesaid, such holder or ground lessor shall be treated as having assumed Landlord's obligations hereunder only upon a foreclosure of such holder's mortgage and the taking of possession of the Premises, or in the case of a ground lessor, the assumption of Landlord's position hereunder by such ground lessor. In no event shall the acquisition of title to the Building and the land on which the same is located by a purchaser which, simultaneously therewith, leases the entire Building or such land back to the seller thereof be treated as an assumption, by operation of law or otherwise, of Landlord's obligations hereunder, but Tenant shall look solely to such seller lessee, and its successors from time to time in title, for performance of Landlord's obligations hereunder. In any such event, this Lease shall be subject and subordinate to the lease to such seller. For all purposes, such seller-lessee, and its successors in title, shall be the landlord hereunder unless and until Landlord's position shall have been assumed by such purchaser-lessor.

Tenant shall pay all taxes which may be lawfully charged, assessed, or imposed upon all fixtures and equipment of every type and also upon all personal property in the Premises, and Tenant shall pay all license fees which may lawfully be imposed upon the business of Tenant conducted upon the Premises.

A. Rights Cumulative. All rights and remedies of Landlord under this Lease shall be cumulative and none shall exclude any other rights and remedies allowed by law. All rights and remedies of Tenant under this Lease shall be cumulative and none shall exclude any other rights and remedies allowed by law, except as otherwise provided herein.

B. Interest. All payments becoming due under this Lease and remaining unpaid when due shall bear interest until paid at the rate of two percent (2%) per annum above the prime rate of interest charged from time to time by The First National Bank of Boston (but in no event at a rate which is more than the highest rate which is at the time lawful in the Commonwealth of Massachusetts).

C. Terms. The necessary grammatical changes required to make the provisions hereof apply either to corporations or partnerships or individuals, men or women, as the case may require, shall in all cases be assumed as though in each case fully expressed.

D. Binding Effect. Each of the provisions of this Lease shall extend to and shall, as the case may require, bind or inure to the benefit not only of Landlord and of Tenant, but also of their respective successors or assigns, provided this clause shall not permit any assignment by Tenant contrary to the provisions of Paragraph 17 hereof. All indemnities, covenants and agreements of Tenant contained herein shall inure to the benefit of Landlord's agents and employees.

E. Lease Contains All Terms. All of the representations and obligations of Landlord and Tenant are contained herein and in the Exhibits attached hereto, and no modification, waiver or amendment of this Lease or of any of its conditions or provisions shall be binding upon Landlord unless in writing signed by Landlord or by a duly authorized agent of Landlord empowered by a written authority signed by Landlord. Furthermore, no modification, waiver or amendment of this Lease or of any of its conditions or provisions shall be binding upon Tenant unless in writing signed by Tenant or by a duly authorized agent of Tenant empowered by a written authority signed by Tenant.

F. Delivery for Examination. Submission of this Lease for examination shall not bind Landlord in any manner, and no lease or obligations of Landlord shall arise until this instrument is signed by both Landlord and Tenant and delivery is made to each.

G. No Air Rights. No rights to any view or to light or air over any property, whether belonging to Landlord or any other person, are granted to Tenant by this Lease.

H. Modification of Lease. If any lender requires, as a condition to its lending funds the repayment of which is to be secured by a mortgage or trust deed on the Premises and Building or either, that certain modifications be made to this Lease, which modifications will not require Tenant to pay any additional amounts or otherwise change materially the rights or obligations of Tenant hereunder, Tenant shall, upon Landlord's request, execute appropriate instruments effecting such modifications.

I. Intentionally Deleted.

J. Transfer of Landlord's Interest. Tenant acknowledges that Landlord has the right to transfer its interest in the Premises, the Office Section and the Building and in this Lease, and Tenant agrees that in the event of any such transfer Landlord shall automatically be released from all liability under this Lease and Tenant agrees to look solely to such transferee for the performance of Landlord's obligations hereunder. Tenant further acknowledges that Landlord may assign its interest in this Lease to a mortgage lender as additional security provided that such an assignment shall not release Landlord from its obligations hereunder and that Tenant shall be entitled to continue to look to Landlord for the performance of its obligations hereunder.

K. Landlord's Title. Landlord's title is and always shall be paramount to the title of Tenant. Nothing herein contained shall empower Tenant to commit or engage in any act which can, shall or may encumber the title of Landlord.

L. Prohibition Against Recording. Neither this Lease, nor any memorandum, affidavit or other writing with respect thereto, shall be recorded by Tenant or by anyone acting through, under or on behalf of Tenant, and the recording thereof in violation of this provision shall make this Lease null and void at Landlord's election.

M. Captions. The captions of paragraphs and subparagraphs are for convenience only and shall not be deemed to limit, construe, affect or alter the meaning of such paragraphs or subparagraphs.

N. Covenants and Condition. All of the covenants of Tenant hereunder shall be deemed and construed to be "conditions", if Landlord so elects, as well as "covenants" as though the words specifically expressing or importing covenants and conditions were used in each separate instance.

O. Only Landlord/Tenant Relationship. Nothing contained in this Lease shall be deemed or construed by the parties hereto or by any third party to create the relationship of principal and agent, partnership, joint venturer or any association between Landlord and Tenant, it being expressly understood and agreed that neither the method of computation of Rent nor any act of the parties hereto shall be deemed to create any relationship between Landlord and Tenant other than the relationship of landlord and tenant.

P. Application of Payments. Landlord shall have the right to apply payments received from Tenant pursuant to this Lease (regardless of Tenant's designation of such payments) to satisfy any obligations of Tenant hereunder, in such order and amounts as Landlord in its sole discretion may elect.

Q. Definition of Landlord. All indemnities, covenants and agreements of Tenant contained herein which inure to the benefit of Landlord shall be construed to also inure to the benefit of Landlord's agents and employees.

R. Time of Essence. Time is of the essence of this Lease and each of its provisions.

S. Governing Law. Interpretation of this Lease shall be governed by the law of the Commonwealth of Massachusetts.

T. Partial Invalidity. If any term, provision or condition contained in this Lease shall, to any extent, be invalid or unenforceable, the remainder of this Lease (or the application of such term, provision or condition to persons or circumstances other than those in respect of which it is invalid or unenforceable) shall not be affected thereby, and each and every other term, provision and condition of this Lease shall be valid and enforceable to the fullest extent possible permitted by law.

U. Size of Premises. The size of Premises will be determined on the basis of the standards set forth in Exhibit E attached hereto. With regard to Base Rent, Operating Expenses, and with regard to all other payments which are computed based upon the rentable area of the Premises, it is understood that the amounts payable as set forth in this Lease are predicated upon assumed rentable area set forth in this Lease. Not later than ninety (90) days after the Commencement Date, an exact measurement of the rentable area of the Premises shall be made in accordance with Exhibit E, and if said measurement shall indicate rentable area different from that recited in this Lease, Landlord and Tenant shall promptly execute a supplemental instrument adjusting the amounts payable hereunder to conform to the exact measurements. Such adjustments shall be made by multiplying the amount subject to adjustment by a fraction, the numerator of which is the actual rentable area of the Premises and the denominator of which is the rentable area of the Premises originally set forth herein. Any payment due from either party to the other as a result of any adjustments made hereunder shall be paid promptly upon rendition of a statement by the party entitled to additional Rent, or Rent refund as the case may be.

All notices to be given under this Lease shall be in writing and either hand delivered; delivered by reputable overnight courier, delivery acknowledged by recipient; or deposited in the United States mail, certified or registered mail with return receipt requested, postage prepaid, addressed as follows:

A. If to Landlord:

c/o Urban Retail Properties
Suite 600
Four Copley Place
Boston, Massachusetts 02116
Attn: Building Manager

with copies to:

Urban Retail Properties Suite 1300
900 North Michigan Avenue Chicago, Illinois 60611-1575 Attn: Law Department

or to such other person or such other address designated by notice sent by Landlord or Tenant, and as provided in Paragraph 30 of this Lease.

B. If to Tenant:

OXIGENE, Inc.
I 10 East 59th Street, 29th Floor
New York, N.Y. 10022
Attn: Vice President

After receiving notice from any person, firm or other entity that it holds a mortgage which includes the Building as part of the mortgaged premises, no notice from Tenant to Landlord shall be effective unless and until a copy of the same is given to such holder, and the curing of any of Landlord's defaults by such holder shall be treated as performance by Landlord. Such holder shall be given such reasonable time as may be necessary to effect such cure or to foreclose the mortgage, as the case may be. For the purposes of Paragraph 21, Paragraph 30, Paragraph 31 and this Paragraph 34, the term mortgage" includes a mortgage on a leasehold interest of Landlord (but not one on Tenant's leasehold interest).

Notice by mail shall be deemed to have been given as of the date of mailing as aforesaid, but for purposes of computing the period during which a party may cure notice shall be deemed to have been given three (3) business days after mailing. Notice by hand delivery or reputable overnight courier shall be deemed to have been given at the time of delivery.

It is expressly understood and agreed by Tenant that none of Landlord's covenants, undertakings or agreements are made or intended as personal covenants, undertakings or agreements by Landlord or its partners, and any liability for damage or breach or nonperformance by Landlord shall be collectible only out of Landlord's interest in the Building and no personal liability is assumed by, nor at any time may be asserted against, Landlord's partners or any of Landlord's directors, officers, agents, employees, legal representatives, successors or assigns, all such liability, if any, being expressly waived and released by Tenant. The provisions of this Paragraph 35 shall expressly be applicable to and inure to the benefit of Landlord's successors and assigns. In no event shall Landlord or its constituent partners be liable for any incidental or consequential damages in connection with its obligations under, or any action taken by Landlord or its constituent partners in connection with, this Lease.

It is expressly understood and agreed by Landlord that none of Tenant's covenants, undertakings or agreements are made or intended as personal covenants, undertakings or agreements by Tenant or its partners, and any liability for damage or breach or nonperformance by Tenant shall be collectible only out of Tenant's interest in the Lease and no personal liability is assumed by, nor at any time may be asserted against, Tenant's partners or any of Tenant's directors, officers, agents, employees, legal representatives, successors or assigns, all such liability, if any, being expressly waived and released by Landlord. In no event shall Tenant or its constituent partners be liable for any incidental or consequential damages in connection with its obligations under, or any action taken by Tenant or its constituent partners in connection with, this Lease.

It is expressly understood and agreed by Tenant that the provisions of this Lease may be enforced on behalf of Landlord by an agent designated by Landlord for such purpose, and such enforcement shall be equally effective whether in the name of Landlord or such agent.

If Landlord shall not have substantially completed Landlord's Work (as set forth in the Work Letter) by five (5) days prior to the Commencement Date ("Landlord's Completion Date") so as to enable Tenant to complete Tenant's Work (as set forth in the Work Letter) then notwithstanding Paragraph 3 of this Lease, the Commencement Date shall be deferred for the number of days after Landlord's Completion Date required for Landlord to substantially complete Landlord's Work, and the Termination Date shall be extended by the number of days by which the Commencement Date was so deferred; provided, however, the Commencement Date shall not be deferred if the Premises are not substantially completed by reason of any "Tenant Delays" set forth in Paragraph K of the Work Letter.

Tenant shall have the option to cancel this Lease (the "Cancellation Option") upon notice to Landlord (the "Cancellation Notice") of Tenant's exercise of the Cancellation Option, such Cancellation Notice to be delivered not less than six (6) months prior to the "Cancellation Date" (as hereinafter defined); provided, however, the Cancellation Notice, shall only be effective if
(i) Tenant is not at the time of delivery of the Cancellation Notice or at the Cancellation Date in default of its obligations under this Lease and, (ii) simultaneously with the delivery of the Cancellation Notice, Tenant pays to Landlord the Cancellation Fee (as hereinafter defined). The Cancellation Date shall be the date which is six (6) months after Landlord's receipt of the Cancellation Notice; provided, however, the Cancellation Date may not be earlier than the last day of the thirty-sixth (36th) full calendar month of the Term or later than the Termination Date. The Cancellation Fee shall be an amount determined based upon the Cancellation Date as follows: If the Cancellation Date is on the last day of the thirty-sixth (36th) full calendar month of the Term, the Cancellation Fee shall equal Thirty-Eight Thousand Nine Hundred Twenty and 00/100 Dollars ($38,920.00); If the Cancellation Date is after the last day of the thirty-sixth (36th) full calendar month of the Term, the Cancellation Fee shall be an amount equal to Thirty-Eight Thousand Nine Hundred Twenty and 00/100 Dollars ($38,920.00), less Three Thousand Two Hundred Forty-Three and 33/100 Dollars ($3,243.33) for every month that the Cancellation Date extends beyond the thirty-sixth (36th) full calendar month of the Term.

In connection with the Tenant Improvement Work and in accordance with the terms of the Work Letter, an amount equal to $30.00 per rentable square foot of the Premises shall be paid by the Landlord as the Landlord's contribution toward the Tenant Improvement Work. So long as Tenant is not in default hereunder, any excess unused Construction Allowance may be credited against Base Rent.

Tenant shall have the right during the Term to use up to two (2) non-reserved parking spaces in the garage located within and serving the Property, subject to payment by Tenant for such use at the prevailing rate therefor charged by the operator of the garage from time to time; provided, however, at Landlord's option, all or some of Tenant's parking may be relocated to the Dartmouth Street Garage in the property adjacent to the Building and located on Dartmouth Street, in which event, the payment due for use of such relocated spaces shall be at the prevailing rate charged therefor by the operator of the Dartmouth Street Garage. In the event of non-payment of parking charges due hereunder by the Tenant, Landlord shall have the right to terminate Tenant's rights with respect to parking without any obligation to reinstate such right to parking in the event Tenant attempts to resume payment for parking.

Executed as a sealed instrument as of the date first above written.

LANDLORD:

COPLEY PLACE ASSOCIATES
NOMINEE CORPORATION

By: Overseas Management, Inc.,
a Delaware corporation, Agent

By:-------------------------------------
Paul Grant
Its:--------------------------------

TENANT:

OXIGENE, Inc.
a Delaware corporation

By:-------------------------------------
Its Vice President
Hereunto duly authorized