EXHIBIT 10.1

AIA DOCUMENT A107-1997

ABBREVIATED STANDARD FORM OF AGREEMENT BETWEEN OWNER AND CONTRACTOR FOR CONSTRUCTION PROJECTS OF LIMITED SCOPE WHERE THE BASIS OF PAYMENT IS A STIPULATED SUM

AGREEMENT made as of the Fourth day of March in the year Two Thousand Three.

BETWEEN the Owner: Antigenics, 34 Commerce Way, Woburn, MA 01801.

Contractor: Sasso Contruction Co., Inc. 231 Andover Street, Wilmington, MA 01887.

The Project is: Renovations at 3 Forbes Road Lexington, MA.

The Architect is: Cornerstone Architects, 10 Oakridge Circle, Wilmington, MA 01887

The Owner and Contractor agree as follows.

[LOGO]

1997 EDITION'T Way
Q 1997 A I A 4D
AIA DOCUMENT A107-1997
ABBREVIATED OWNER
CONTRACTOR AGREEMENT

The American Institute of Architects
1735 New York Avenue, N.W. Washington, D.C. 20006-5292

- Unlicensed photocopying violates U.S. copyright laws and will subject the violator to legal prosecution

ARTICLE 1 THE WORK OF THIS CONTRACT

The Contractor shall fully execute the Work described in the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of others.

ARTICLE 2 DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION

2.1 The date of commencement of the Work shall be the date of this Agreement unless a date is stated below or provision is made for the date to be fixed in a notice to proceed issued by the Owner.

(Insert the date of commencement, if it differs from the date of this Agreement or, if applicable, state that the date will be fixed in a notice to proceed.)

2.2 The Contract Time shall be measured from the date of commencement.

2.3 The Contractor shall achieve Substantial Completion of the entire Work not later than August 15, 2003 days from the date of commencement, or as follows:

(Insert number of calendar days, Alternatively, a calendar date may be used when coordinated with the date of Commencement. Unless stated elsewhere in the Contract Documents, insert any requirements for earlier Substantial Completion of certain portion of the Work.)

,subject to adjustments of this Contract Time as provided in the Contract Documents.

(Insert provisions, if any, for liquidated damages relating to failure to complete on time or for bonus payments for early completion of the Work.)

ARTICLE 3 CONTRACT SUM

3.1 The Owner shall pay the Contractor the Contract Sum in current funds for the Contractor's performance of the Contract. The Contract Sum shall be Fourteen Million Two Hundred Seventy Thousand Dollars (14,270,000.00), subject to additions and deletions as provided in the Contract Documents.

3.2 The Contract Sum is based upon the following alternates, if any, which are described in the Contract Documents and are hereby accepted by the owner:

(State the numbers or other identification of accepted alternates. If decisions on other alternates are to be made by the Owner subsequent to the execution of this Agreement, attach a schedule of such other alternates showing the amount for each and the date when that amount expires.)

3.3 All savings, excluding savings directly related to any mutually agreed extension of the substantial completion date, in the cost of the work (i.e. to the extent that the actual cost of the work plus the Contractor's 6% fee is less than the specified $14,270,000 Contract Sum) shall be shared between the Owner and the Contractor with each of the Owner and the Contractor being paid 50% of such savings. The Owner shall have the right to review the contractor's books and records to confirm the amount (if any) of such savings. Such savings, if any, shall be determined in connection with the final payment to the Contractor.

ARTICLE 4 PAYMENTS

4.1 PROGRESS PAYMENTS

4.1.1 Based upon Applications for Payment submitted to the Architect by the Contractor and Certificates for Payment issued by the Architect, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents. The period covered by each Application for Payment shall be one calendar month ending on the last day of the month, or as follows: THE PERIOD COVERED BY EACH APPLICATION FOR PAYMENT SHALL BE ONE HALF CALENDAR MONTH ENDING ON THE 15TH AND THE LAST DAY OF EACH MONTH.

4.1.2 Provided that an Application for Payment is received by the Architect not later than the 15th and last day of a month, the Owner shall make payment to day of a month, the Owner shall make payment to the Contractor not later than the 15 days after. If an Application for Payment is received by the Architect after the date fixed above, payment shall be made by the Owner not later than 15 days after the Architect receives the application for Payment.

THERE SHALL BE NO RETAINAGE WITHHELD.

4.1.3 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated below, or in the absence thereof, at the legal rate prevailing from the time at the place where the Project is located.

(insert rate of interest agreed upon, if any)

(USURY LAWS AND REQUIREMENTS UNDER THE FEDERAL TRUTH IN LENDING ACT, SIMILAR STATE AND LOCAL CONSUMER CREDIT LAWS AND OTHER REGULATIONS AT THE OWNER'S AND CONTRACTOR'S PRINCIPAL PLACES OF BUSINESS, THE LOCATION OF THE PROJECT AND ELSEWHERE MAY AFFECT THE VALIDITY OF THIS PROVISION. LEGAL ADVICE SHOULD BE OBTAINED WITH RESPECT TO DELETIONS OR MODIFICATIONS, AND ALSO REGARDING REQUIREMENTS SUCH AS WRITTEN DISCLOSURES OR WAIVERS.)

4.2 FINAL PAYMENT

4.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to the Contractor when:

1. the Contractor has fully performed the Contract except for the Contractor's responsibility to correct Work as provided in Paragraph 17.2, and to satisfy other requirements, if any, which extend beyond final payment; and

2. a final Certificate for Payment has been issued by the Architect.

4.2.2 The Owner's final payment to the Contractor shall be made no later than 30 days after the issuance of the Architect's final Certificate for Payment, or as follows:

ARTICLE 5 ENUMERATION OF CONTRACT DOCUMENTS

5.1 The Contract Documents are listed in Article 6 and, except for Modifications issued after execution of this Agreement, are enumerated as follows:

5.1.1 The Agreement is this executed 1997 edition of the Abbreviated Standard Form of Agreement Between Owner and Contractor, AIA Document A107-1997.

5.1.4 The Drawings are as follows, and are dated various unless a different date is shown below:
(Either list the Drawings here or refer to an exhibit attached to this Agreement.)

Number Title Pages

SEE ATTACHED EXHIBIT A

5.1.5 The Addenda, if any, are as follows:

Number Date Pages

SEE ATTACHED EXHIBIT B

Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding requirements are also enumerated in this Article 5.

5.1.6 Other documents, if any, forming part of the Contract Documents are as follows:

(List any additional documents which are intended to form part of the Contract Documents)

GENERAL CONDITIONS

ARTICLE 6 GENERAL PROVISIONS

6.1 THE CONTRACT DOCUMENTS

The Contract Documents consist of this Agreement with Conditions of the Contract (General, Supplementary and other Conditions), Drawings, Specifications, Addenda issued prior to the execution of this Agreement, other documents listed in this Agreement and Modifications issued after execution of this Agreement. A Modification is (1) a written amendment to the Contract signed by both parties,
(2) a Change Order. (3) a Construction Change Directive Or (4) a Written order for a minor change in the Work issued by the Architect, The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required to the extent consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results.

6.2 THE CONTRACT

The Contract Documents form the Contract for Construction. The Contract represents the entire and integrated agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between the Architect and Contractor, (2) between the Owner and a Subcontractor or sub-subcontractor, (3) between the Owner and the Architect or
(4) between any persons or entities other than the Owner and Contractor.

6.3 THE WORK

The term "Work" means the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment and services provided or to be provided by the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project.

6.4 EXECUTION OF THE CONTRACT

Execution of the Contract by the Contractor is a representation that the Contractor has visited the site, become generally familiar with local conditions under which the Work is to be performed and correlated personal observations with requirements of the Contract Documents.

6.5 OWNERSHIP AND USE OF ARCHITECT'S DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE

The Drawings, Specifications and other documents, including those in electronic form, prepared by the Architect and the Architect's consultants are Instruments of Service through which the Work to be executed by the Contractor is described. The Contractor may retain one record set, Neither the Contractor nor any Subcontractor, sub-subcontractor or material or equipment supplier shall own or claim a copyright in the Drawings, Specifications and other documents prepared by the Architect or the Architect's consultants, and unless otherwise indicated the Architect and the Architect's consultants shall be deemed the authors of them and will retain all common law, statutory and other reserved rights, in addition to the copyrights. All copies of them, except the Contractor's record set, shall be returned or suitably accounted for to the Architect, on request, upon completion of the Work. The Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants, and copies thereof furnished to the Contractor are for use solely with respect to this Project. They are not to be used by the Contractor or any Subcontractor, sub-subcontractor or material or equipment supplier on other projects or for additions to this Project outside the scope of the Work without the specific written consent of the Owner, Architect and the Architect's consultants. The Contractor, Subcontractors, sub-contractors and material or equipment suppliers are authorized to use and reproduce applicable portions of the Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants appropriate to and for use in the execution of their Work under the Contract Documents. All copies made under this authorization shall bear the statutory copyright notice, if any, shown on the Drawings, Specifications and other documents prepared by the Architect and the Architect's consultants. Submittal or distribution to meet official regulatory requirements or for other purposes in connection with this Project is not to be construed as publication in derogation of the Architect's consultant's copyrights or other reserved rights.

7.1.1    The Owner shall furnish and pay for surveys and a legal description of
         the site.

7-1.2    The Contractor shall be entitled to rely on the accuracy of information

furnished by the Owner but shall exercise proper precautions relating to the safe performance of the Work.

7.1.3 Except for permits and fees which are the responsibility of the Contractor under the Contract Documents, the Owner shall secure and pay for other necessary approvals, easements, assessments and charges required for the construction, use or occupancy of permanent structures or permanent changes in existing facilities.

7.2 OWNER'S RIGHT TO STOP THE WORK

If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents, or persistently fails to carry out the Work in accordance with the Contract Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order is eliminated; however, the right of the Owner to stop the Work shall not give rise to a duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity.

7.3 OWNER'S RIGHT TO CARRY OUT THE WORK

If the Contractor defaults or persistently fails or neglects to carry out the Work in accordance with the Contract Documents, or fails to perform a provision of the Contract, the Owner, after 10 days' written notice to the Contractor and without prejudice to any other remedy the Owner may have, may make good such deficiencies and may deduct the reasonable cost thereof, including Owner's expenses and compensation for the Architect's services made necessary thereby, from the payment then or thereafter due the Contractor.

ARTICLE 8 CONTRACT0R

8.1 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR

8.1.1 Since the Contract Documents are complementary, before starting each portion of the Work, the Contractor shall carefully study and compare the various Drawings and other Contract Documents relative to that portion of the Work, as well as the information furnished by the Owner pursuant to Subparagraph 7.1.1, shall take field measurements of any existing conditions related to that portion of the Work and shall observe any conditions at the site affecting it. These obligations are for the purpose of facilitating construction by the Contractor and are not for the purpose of discovering errors, omissions or inconsistencies in the Contract Documents; however, any errors, omissions or inconsistencies discovered by the Contractor shall be reported promptly to the Architect as a request for information in such form as the Architect may require.

8.1.2 Any design errors or omissions noted by the Contractor during this review shall be reported promptly to the Architect, but it is recognized that the Contractor's review is made in the Contractor's capacity as a contractor and not as a licensed design professional unless otherwise specifically provided in the Contract Documents.

8.2 SUPERVISION AND CONSTRUCTION PROCEDURES

8.2.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures, and for coordinating all portions of the Work under the Contract, unless the Contract Documents give other specific instructions concerning these matters. If the Contract Documents give specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor shall fully and solely responsible for the jobsite safety thereof unless the Contractor gives timely written notice to the Owner and Architect that such means, methods, techniques, sequences or procedures may not be safe.

8.2.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for or on behalf of the Contractor or any of its Subcontractors.

8.3 LABOR AND MATERIALS

8.3.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor, materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other facilities and services necessary for proper execution and completion of the Work whether temporary or permanent and whether or not incorporated or to be incorporated in the Work.

8.3.2 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them.

8.3.3 The Contractor shall deliver, handle, store and install materials in accordance with manufacturers' instructions.

8.3.4 WARRANTY

The Contractor warrants to the Owner and Architect that materials and equipment furnished under the Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform with the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, may be considered defective. The Contractor's warranty excludes remedy for damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient maintenance, improper operation or normal wear and tear and normal usage.

8.5 TAXES

The Contractor shall pay sales, consumer, use and other similar taxes which are legally enacted when bids are received or negotiations concluded.

8.6 PERMITS, FEES AND NOTICES

8.6.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit and other permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work.

8.6.2 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful orders of public authorities applicable to performance of the Work. The Contractor shall promptly notify the Architect and Owner if the Drawings and Specifications are observed by the Contractor to be at variance therewith. If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, and rules and regulations without such notice to the Architect and Owner, the Contractor shall assume appropriate responsibility for such Work and shall bear the costs attributable to correction.

8.7 SUBMITTALS

8.7.1 The Contractor shall review for compliance with the Contract Documents, approve in writing and submit to the Architect Shop Drawings, Product Data, Samples and similar submittals required by the Contract Documents with reasonable promptness. The Work shall be in accordance with approved submittals.

8.7.2 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents.

8.8 USE OF SITE

The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits and the Contract Documents and shall not unreasonably encumber the site with materials or equipment.

8.9 CUTTING AND PATCHING

The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly.

8.10 CLEANING UP

The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus material.

8.11 ROYALTIES, PATENTS AND COPYRIGHTS

The Contractor shall pay all royalties and license, fees; shall defend suits or claims for infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents, or where the copyright violations are contained in Drawings, Specifications or other documents prepared by the Owner or Architect, unless the Contractor has reason to believe that there is an infringement of patent or copyright and fails to promptly furnish such information to the Architect.

8.12 ACCESS TO WORK

The Contractor shall provide the Owner and Architect access to the Work in preparation and progress wherever located.

8.3 INDEMNIFICATION

8.13.1 To the fullest extent permitted by law and to the extent claims, damages, losses or expenses are not covered by Project Management Protective Liability insurance purchased by the Contractor in accordance with Paragraph 16.3, the Contractor shall indemnify and hold harmless the Owner, Architect, Architect's consultants and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of or resulting from performance of the Work, provided that such claim, damage, less or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), but only to the extent caused by the negligent; acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in this Paragraph 8.13.

8.13.2 In claims against any person or entity indemnified under this Paragraph 8.13 by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under Subparagraph 8.13.1 shall not be limited by a limitation on amount or type of damages, compensation or benefits payable by or for the Contractor or Subcontractor under workers' compensation acts, disability benefit acts or other employee benefit acts.

ARTICLE 9 ARCHITECT'S ADMINISTRATION OF THE CONTRACT

9.1 The Architect will provide administration of the Contract and will be an Owner's representative (1) during construction, (2) until final payment is due and (3) with the Owner's concurrence, from time to time during the one-year period for correction of Work described in Paragraph 17.2

9.2 The Architect, as a representative of the Owner, will visit the site at intervals appropriate to the state of the Contractor's operations (1) to become generally familiar with and to keep the Owner informed about the progress and quality of the portion of the Work completed, (2) to endeavor to guard the Owner against defects and deficiencies in the Work, and (3) to determine in general if the Work is being performed in a manner indicating that the Work, when fully completed, will be accordance with the Contract Documents. However, the Architect will not be required to make exhaustive or continuous on-site inspections to check the quality or quantity of the Work. The Architect will neither have control over or charge of, nor be responsible for, the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor's rights and responsibilities under the Contract Documents, except as provided in Subparagraph 8.1.1

9.3 The Architect will not be responsible for the Contractor's failure to perform the Work in accordance with the requirements of the Contract Documents. The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or any other persons or entities performing portions of the Work.

9.4 Based on the Architect's evaluations of the Work and of the Contractor's Applications for Payment, the Architect will review and certify the amounts due the Contractor and will issue Certificates for Payment in such amounts.

9.5 The Architect will have authority to reject Work that does not conform to the Contract Documents.

9.6 The Architect will review and approve or take other appropriate action upon the Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents.

9.7 The Architect will interpret and decide matters concerning performance under, and requirements of, the Contract Documents on written request of either the Owner or Contractor. The Architect will make initial decisions on all claims, disputes and other matters in question between the Owner and Contractor but will not be liable for results of any interpretations or decisions so rendered in good faith.

9.8 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents.

9.9 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents shall not be restricted, modified or extended without consent of the Owner, Contractor and Architect. Consent shall not be unreasonably withheld.

9.10 CLAIMS AND DISPUTES

9.10.1 Claims disputes and other matters in question arising out of or relating to this Contract, including those alleging an error or omission by the Architect but excluding those arising under Paragraph 15-2, shall be referred initially to the Architect for decision. Such matters, except those relating to aesthetic effect and except those waived as provided for in Paragraph 9.11 and Subparagraphs 14.5.5.4 and 14.5.4, shall, after initial decision by the Architect or 30 days after submission of the matter to the Architect, be subject to mediation as a condition precedent to arbitration or the institution of legal or equitable proceedings by either party.

9.10.2 If a claim, dispute or other matter in question relates to or is the subject of a mechanic's lien, the party asserting such matter may proceed in accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the matter by Architect, by mediation or by arbitration.

9.10.3 The parties shall endeavor to resolve their disputes by mediation which, unless the parties mutually agree otherwise, shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration Association currently in effect. Request for mediation shall be filed in writing with the other party to this Agreement and with the American Arbitration Association. The request may he made concurrently with the filing of a demand for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable proceedings, which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer period by agreement of the parties or court order.

9.10.4 Claims, disputes and other matters in question arising out of or relating to the Contract that are not resolved by mediation, except matters relating to aesthetic effect and except those waived as provided for in Paragraph 9.11 and Subparagraphs 14.5.3 and 14.5.4, shall be decided by arbitration which, unless the parties mutually agree otherwise, shall be accordance with the Construction Industry Arbitration Association and shall be made within a reasonable time after the dispute has arisen. The award rendered by the arbitrator or arbitrators shall be final, and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof. Except by written consent of the person or entity sought to be joined, no arbitration arising out of or relating to the Contract Documents shall include, by consolidation, joinder or in any other manner, any person or entity not a party to the Agreement under which such arbitration arises, unless it is shown at the time the demand for arbitration is filed that (1) such person or entity is substantially involved in a common question of fact or law, (2) the presence of such person or entity is required if complete relief is to be accorded in the arbitration, (3) the interest or responsibility of such person or entity in the matter is not insubstantial, and (4) such person or entity is not the Architect or any of the Architect's employees or consultants. The agreement herein among the parties to the Agreement and any other written agreement to arbitrate referred to herein shall be specifically enforceable law in any court having jurisdiction thereof.

9.11 CLAIMS FOR CONSEQUENTIAL DAMAGES

The Contractor and Owner waive claims against each other for consequential damages arising out of or relating to this Contract. This mutual waiver includes:

.1 damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of management or employee productivity or of the services of such persons; and

.2 damages incurred by the Contractor for principal office expenses including the compensation of personnel stationed there, for losses of financing, business and reputation, and for loss of profit except anticipated profit arising directly from the Work.

This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination in accordance with Article 19. Nothing contained in the Paragraph 9.11 shall be deemed to preclude an award of liquidated direct damages, when applicable, in accordance with the requirements of the Contract Documents.

ARTICLE 10 SUBCONTRACTORS

10-1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the site.

10-2 Unless otherwise slated in the Contract Documents or the bidding requirements, the Contractor, as soon as practicable after award of the Contract, shall furnish in writing to the Owner through the Architect the names of the Subcontractors for each of the principal portions of the Work. The Contractor shall not contract with any Subcontractor to whom the Owner or Architect has made reasonably capable of performing the Work, the Contract Sum and Contract Time shall be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order shall be issued before commencement of the substitute Subcontractor's Work. The Contractor shall not be required to contract with anyone to whom the Contractor has made reasonable objection.

10.3 Contracts between the Contractor and Subcontractors shall (1) require each Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by the terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities, including the responsibility for safety of the Subcontractor's Work, which the Contractor, by the Contract Documents, assumes toward the Owner and Architect, and (2) allow the Subcontractor the benefit of all rights, remedies and redress afforded to the Contractor by these Contract Documents.

ARTICLE 11 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS

11.1 The Owner reserve the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions

of the Project or other construction or operations on the site under conditions of the contract identical or substantially similar to these, including those portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is involved because of such action by the Owner, the Contractor shall make such claim as provided in Paragraph 9.10.

11.2 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and shall connect and coordinate the Contractor's activities with theirs as required by the Contract Documents.

11-3 The Owner shall be reimbursed by the Contractor for costs incurred by the Owner which are payable to a separate contractor because of delays, improperly timed activities or defective construction of the Contractor, The Owner shall be responsible to the Contractor for costs incurred by the Contractor because of delays, improperly timed activities, damage to the Work or defective construction of a separate contractor.

ARTICLE 12 CHANGES IN THE WORK

12.1 The Owner, without invalidating the Contract, may order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract Sum and Contract Time being adjusted accordingly. Such changes in the Work shall be authorized by written Change Order signed by the Owner, Contractor and Architect, or by written Construction Change Directive signed by the Owner and Architect.

12.2 The cost or credit to the Owner from a change in the Work, shall be determined by mutual agreement of the parties or, in the case of a Construction Change Directive, by the Contractor's cost of labor, material, equipment, and reasonable overhead and profit.

12.3 The Architect will have authority to order minor changes in the Work not involving adjustment in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract Documents, Such changes shall be effected by written order and shall be binding on the Owner and Contractor. The Contractor shall carry out such written orders promptly

12.4 If concealed or unknown physical conditions are encountered at the site that differ materially from those indicated in the Contract Documents or from those conditions ordinarily found to exist, the Contract Sum and Contract Time shall be equitably adjusted.

ARTICLE 13 TIME

13.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement the Contractor confirms that the Contract Time is a reasonable period for performing the Work.

13.2 The date of Substantial Completion is the date certified by the Architect in accordance with Subparagraph 14.4.2.

13.3 If the Contractor is delayed at any time in the commencement or progress of the Work by changes in the Work, by labor disputes, fire, unusual delay in deliveries, abnormal adverse weather conditions not reasonably anticipatable, unavoidable casualties or any causes beyond the Contractor's control, or by other causes which the Architect determines may justify delay, then the Contract Time shall be extended by Change Order for such reasonable time as the Architect may determine, subject to the provisions of Paragraph 9.10.

ARTICLE 14 PAYMENTS AND COMPLETION

14.1 APPLICATIONS FOR PAYMENT

14.1.1 Payments shall be made as provided in Article 4 of this agreement. Applications for Payment shall be in a form satisfactory to the Architect.

14.1.2 The Contractor warrants that title to all work covered by an Application for Payment will pass to the Owner no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which Certificates for Payment have been previously issued and payments received from the Owner shall, to the best of the Contractor's knowledge, information and belief, be free and clear of liens, claims, security interests or other encumbrances adverse to the Owner's interests.

14.2 CERTIFICATES FOR PAYMENT

14.2.1 The Architect will, within seven days after receipt of the Contractor's Application for Payment, either issue to the Owner a Certificate for Payment, with a copy to the Contractor for such amount as the Architect determines is properly due, or notify the Contractor and Owner in writing of the Architect's reasons for withholding certification in whole or in part as provided in Subparagraph 14.2.3.

14.2.2 The issuance of a Certificate for Payment will constitute a representation by the Architect to the Owner, based on the Architect's evaluations of the Work and the data comprising the Application for Payment, that the Work has progressed to the point indicated and that, to the best of the Architect's knowledge, information and belief, the quality of the Work is in accordance with the Contract Documents. The forgoing representations are subject to an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion, to results of subsequent tests and inspections, to correction of minor deviations from the Contract Documents prior to completion and to specific qualifications expressed by the Architect. The issuance of a Certificate for Payment will further constitute a representation that the Contractor is entitled to payment in the amount certified. However, the issuance of a Certificate for Payment will not be a representation that the Architect has
(1) made exhaustive or continuous on-site inspections to check the quality or quantity of the Work, (2) reviewed construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from Subcontractors and materials suppliers and other data requested by the Owner to substantiate the Contractor's right to payment, or (4) made examination to ascertain how or for what purpose the Contractor has used money previously paid on account of the Contract Sum.

14.2.3 The Architect may withhold a Certificate for Payment in whole or in part, to the extent reasonably necessary to protect the Owner, if in the Architect's opinion the representations to the Owner required by Subparagraph 14.2.2 cannot be made. If the Architect, is unable to certify payment in the amount of the Application, the Architect will notify the Contractor and Owner as provided in Subparagraph 14,2,1. The Architect may also withhold a Certificate for Payment or, because of subsequently discovered evidence, may nullify the whole or a part of a Certificate for Payment previously issued, to Such extent as may be necessary in the Architect's opinion to protect the Owner from loss for which the Contractor is responsible, including loss resulting from acts and omissions described in Subparagraph 8.2.2, because of:

.1 defective Work not remedied;

.2 third party claims filed or reasonable evidence indicating probable filing of such claims unless security acceptable to the Owner is provided by the Contractor.

.3 failure of the Contractor to make payments properly to Subcontractors or for labor, materials or equipment;

.4 reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum;

.5 damage to the Owner or another contractor;

                  .6       reasonable evidence that Work will not be completed
         within the Contract Time that the unpaid balance would not be adequate
         to cover actual or liquidated damages for the anticipated delay; or

                  .7       persistent failure to carry out the Work in
         accordance with the Contract Documents. 14.2.4 When the above reasons
         for withholding certification are removed, certification will be made
         for amounts previously withheld.

14.3     PAYMENTS TO THE CONTRACTOR

14.3.1   The Contractor shall promptly pay each Subcontractor, upon receipt of

payment from the Owner, out of the amount paid to the Contractor on account of such Subcontractor's portion of the Work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of such Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to sub-subcontractors in similar manner.

14.3.2 Neither the Owner nor Architect shall have an obligation to pay or see to the payment of money, to a Subcontractor except as may otherwise be required by law.

14.3.3 A Certificate for Payment, a progress payment, or partial or entire use occupancy of the Project by the Owner shall not constitute acceptance of Work not in accordance with the Contract Documents.

14.4 SUBSTANTIAL COMPLETION

14.4.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the Work for its intended use.

14.5 FINAL COMPLETION AND FINAL PAYMENT

14.5.1 Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, the Architect will promptly make such inspection and, when the Architect finds the Work acceptable under the Contract Documents and the Contract fully performed, the Architect will promptly issue a final Certificate for Payment stating that to the best of the Architect's knowledge, information and belief, and on the basis of the Architect's on-site visits and inspections, the Work has been completed in accordance with terms and conditions of the Contract Documents and that the entire balance found to be due the Contractor and noted in the final Certificate is due and payable. The Architect's final Certificate of Payment will constitute a further representation that conditions stated in Subparagraph 14.5.2 as precedent to the Contractor's being entitled to final payment have been fulfilled.

14.5.2 Final payment shall not become due until the Contractor has delivered to the Owner a complete release of all liens arising out of Contract or receipt in full covering all labor,

materials and equipment for which a lien could be filed, or a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in discharging such lien, including costs and reasonable attorneys' fees.

14.5.3 The making of final payment shall constitute a waiver of claims by the Owner except those arising from:

.1 liens, claims, security interests or encumbrances arising out of the Contract and unsettled;

.2 failure of the Work to comply with the requirements of the Contract Documents; or

.3 terms of special warranties required by the Contract Documents.

14.5.4 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment.

ARTICLE 15 PROTECTION OF PERSONS AND PROPERTY

15.1 SAFETY PRECAUTIONS AND PROGRAMS

The Contractor shall be responsible for initiating, maintaining and supervising all, safety precautions and programs in connection with the performance of the Contract. The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to:

.1 employees on the Work and other persons who may be affected thereby,

.2 the Work and materials and equipment to be incorporated therein, and

.3 other property at the site or adjacent thereto.

The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful orders of public authorities bearing on safety of persons and property and their protection from damage, injury or loss. The Contractor shall promptly remedy damage and loss to property caused in whole or in part by the Contractor, a Subcontractor, a sub-subcontractor, anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Subparagraphs 15.1.2 and 15.1.3, except for damage or loss attributable to acts or omissions of the Owner or Architect or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor's obligations under Paragraph 8.13.

15.2 HAZARDOUS MATERIALS

15.2.1 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB), encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop Work in the affected area and report the condition to the Owner and Architect in writing. When the material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of the Owner and Contractor. The Contract Time shall be extended appropriately and the Contract Sum shall be increased in the amount of the Contractor's reasonable additional costs of shutdown, delay and start-up, which adjustments shall be accomplished as provided in Article 17 of this Agreement.

15.2.2 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, Subcontractors, Architect, Architect's consultants and agents and employees of any of them from and against claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or death as described in

Subparagraph 15.2.1 and has not been rendered harmless, provided that such claim, damage, loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than the Work itself), and provided that such damage, loss or expense is not due to the sole negligence of a party seeking indemnity.

15.2.3 If, without negligence on the part of the Contractor, the Contractor is held liable for the cost of remediation of a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the Owner shall indemnify the Contractor for all cost and expense thereby incurred.

2 ARTICLE 16 INSURANCE

16.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located insurance for protection from claims under workers' compensation acts and other employee benefit acts which are applicable, claims for damages because of bodily injury, including death, and claims for damages, other than to the Work itself, to property which may arise out of or result from the Contractor's operations under the Contract, whether such operations be by the Contractor or by a Subcontractor or anyone directly or indirectly employed by any of them. This insurance shall be written for not less than limits of liability specified in the Contract Documents or required by law, whichever coverage is greater, and shall include contractual liability insurance, applicable to the Contractor's obligations. Certificates of Insurance acceptable to the Owner shall be filed with the Owner prior to commencement of the Work. Each policy shall contain a provision that the policy will not be canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner.

16.2 OWNER'S LIABILITY INSURANCE

The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance.

16.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE

16.3.1 Optionally: the Owner may require the Contractor to purchase and maintain Project Management Protective Liability insurance from the Contractor's usual sources as primary coverage for the Owner's, Contractor's and Architect's vicarious liability for construction operations under the Contract. Unless otherwise required by the Contract Documents, the Owner shall reimburse the Contractor by increasing the Contract Sum to pay the cost of purchasing and maintaining such optional insurance coverage, and the Contractor shall not be responsible for purchasing any other liability insurance on behalf of the Owner. The minimum limits of liability, purchased with such coverage shall be equal to the aggregate of the limits required for Contractor's Liability insurance under Paragraph 16.1.

16.3.2 To the extent damages are covered by Project Management Protective Liability insurance, the Owner, Contractor and Architect waive all rights against each other for damages, except such rights as they may have to the proceeds of such insurance. The policy shall provide for such waivers of subrogation by endorsement or otherwise.

16.3.3 The Owner shall not require the Contractor to include the Owner, Architect or other persons or entities as additional insureds on the Contractor's Liability insurance under Paragraph 16.1.

16.4 PROPERTY INSURANCE

16.4.1 Unless otherwise provided, the Owner shall purchase and maintain, in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located,

property insurance on an "all-risk" policy Form, including builders risk, In the amount of the initial Contract Sum, plus the value of subsequent modifications and cost of materials supplied and installed by others, comprising total value for the entire Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and entities who are beneficiaries of such insurance, until final payment has been made as provided in Paragraph 14.5 or until no person or entity other than the Owner has an insurable interest in the property required by this Paragraph 16.4 to be covered, whichever is later. This insurance shall include interests of the Owner, the Contractor, Subcontractors and sub-subcontractors in the Project.

16.4.2 The Owner shall file a copy of each policy with the Contractor before, an exposure to loss may occur. Each policy shall contain a provision that the policy will not be canceled or allowed to expire, and that its limits will not be reduced, until at least 30 days' prior written notice has been given to the Contractor.

16-5 WAIVERS OF SUBROGATION

16.5.1 The Owner and Contractor waive all rights against (1) each other and any of their subcontractors, sub -subcontractors, agents and employees, each of the other, and (2) the Architect, Architect's consultants, separate contractors described in Article 11, if any, and any of their subcontractors, sub -subcontractors, agents and employees for damages caused by fire or other causes of loss to the extent covered by property insurance obtained pursuant to Paragraph 16.4 or other property insurance applicable to the Work, except such rights as they have to proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall require of the Architect, Architect's consultants, separate contractors described in Article 11, if any, and the subcontractors, sub- subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged.

16.5.2 A loss insured under the Owner's property insurance shall be adjusted by the Owner as fiduciary and made payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any applicable mortgagee clause. The Contractor shall pay Subcontractors their just shares of insurance proceed received by the Contractor, and by appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their sub-subcontractors in similar manner.

ARTICLE 17 CORRECTION OF WORK

17.1 The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and inspections and compensation for the Architect's services and expenses made necessary thereby, shall be at the Contractor's expense.

17.2 In addition to the Contractor's obligations under Paragraph 8.4, if, within one year after the date of Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties established under Subparagraph 14.4.2, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after discovery of the condition. During the one-year period for correction of Work if the Owner fails to notify the Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require correction by the Contractor and to make a claim for breach of warranty.

17.3 If the Contractor fails to correct nonconforming Work within a reasonable time, the Owner may correct it in accordance with Paragraph 7.3.

17.4 The one-year period for correction of Work shall be extended with respect to portions of Work first performed after Substantial Completion by the period of time between Substantial Completion and the actual performance of the Work.

17.5 The one-year period for correction of Work shall not be extended by corrective Work performed by the Contractor pursuant to this Article 17.

ARTICLE I8 MISCELLANEOUS PROVISIONS

18.1 ASSIGNMENT OF CONTRACT

Neither party to the Contract shall assign the Contract without written consent of the other.

18.2 GOVERNING LAW

The Contract shall be governed by the law of the place where the Project is located.

18.3 TESTS AND INSPECTIONS

Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws, ordinances, rules, regulations or orders of public authorities having jurisdiction shall be made at an appropriate time. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give the Architect timely notice of when and where tests and inspections are to be made so that the Architect may be present for such procedures. The Owner shall bear costs of tests, inspections or approvals which do not become requirements until after bids are received or negotiations concluded.

18.4 COMMENCEMENT OF STATUTORY LIMITATION PERIOD

As between Owner and Contractor, any applicable statute of limitations shall commence to run and any alleged cause of action shall be deemed to have accrued:

.1 not later than the date of Substantial Completion for acts of failures to act occurring prior to the relevant date of Substantial Completion;

.2 not later than the date of issuance of the final Certificate for Payment for acts or failures to act occurring subsequent to the relevant date of Substantial Completion and prior to the issuance of the final Certificate for Payment; and

.3 not later than the date of the relevant act or failure to act by the Contractor for acts or failures to act occurring after the date of the final Certificate for Payment.

ARTICLE 19 TERMINATION OF THE CONTRACT

19.1 TERMINATION BY THE CONTRACTOR

If the Architect fails to recommend payment for a period of 30 days through no fault of the Contractor, or if the Owner fails to make payment thereon for a period of 30 days, the Contractor may, upon seven additional days' written notice to the Owner and the Architect, terminate the Contract and recover from the Owner payment for Work executed and for proven loss with respect to materials, equipment, tools, and construction equipment and machinery, including reasonable overhead, profit and damages applicable to the Project.

19.2 TERMINATION BY THE OWNER

    .1   persistently or repeatedly refuses or fails to supply enough properly
         skilled workers or proper materials;

    .2   fails to make payment to Subcontractors for materials or labor in
         accordance with the respective agreements between the Contractor and
         the Subcontractors;

    .3   persistently disregards laws, ordinances, or rules, regulations or
         orders of a public authority having juridiction; or

    .4   otherwise is guilty of substantial breach of a provision of the
         Contract Documents.

19-2-2   When any of the above reasons exists, the Owner, upon certification by

the Architect that sufficient cause exists to justify such action, may, without prejudice to any other remedy the Owner may have and after giving the Contractor seven days' written notice, terminate the Contract and take possession of the site and of all materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor and may finish the Work by whatever reasonable method the Owner may deem expedient. Upon request of the Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work.

19.2.3 When the Owner terminates the Contract for one of the reasons stated in Subparagraph 19.2.1, the Contractor shall not be entitled to receive further payment until the Work is finished.

19.2.4 If the unpaid balance of the Contract Sum exceed costs of finishing the Work, including compensation for the Architect's services and expenses made necessary thereby, and other damages incurred by the Owner and not expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance, the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Owner, as the case may be, shall be certified by the Architect, upon application, and this obligation for payment shall survive termination of the Contract.

ARTICLE 20 OTHER CONDITIONS FOR PROVISIONS

This Agreement entered into as of the day and year first written above.

  /s/ Garo H. Armen                                 /s/ Anthony J. Pimental
----------------------------                      ------------------------------
OWNER (SIGNATURE)                                 CONTRACTOR (SIGNATURE)

____________________________                      ______________________________
(Printed name and title)                          (Printed name and title)

You should sign an original AIA document or a licensed reproduction. Originals contain the AIA logo printed in red; licensed reproductions are those produced in accordance with the Instructions to this document.

EXHIBIT 10.2

LICENSE AGREEMENT

This License Agreement (the "Agreement") is effective as of the 25th day of May 2001 (the "Effective Date"), between the UNIVERSITY OF CONNECTICUT HEALTH CENTER having a place of business at the Center for Science and Technology Commercialization, 263 Farmington Avenue, Farmington, Connecticut, 06030 ("UCONN") and ANTIGENICS, INC. having offices at 630 Fifth Avenue, Suite #2170, New York, NY 10111 ("ANTIGENICS") (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, UCONN has been engaged in certain research pursuant to a separate Research Agreement by and between UCONN and ANTIGENICS dated February 18, 1998 (the "Research Agreement");

WHEREAS, pursuant to the Research Agreement, ANTIGENICS obtained an option for an exclusive license to inventions arising under the research activities contemplated therein; and

WHEREAS, ANTIGENICS is exercising said options and is interested in obtaining, and UCONN wishes to grant to ANTIGENICS, an exclusive license to such inventions.

NOW, THEREFORE, ANTIGENICS and UCONN agree as follows:

1. DEFINITIONS

1.1 "Affiliate" means an entity which controls, is controlled by or is under common control with ANTIGENICS or UCONN as the case may be. An entity shall be regarded as in control of another entity if it owns or controls more than fifty percent (50%) of the voting power of such entity.

1.2 "Combination Product" means a product that contains a Licensed Product as one component and at least one other essential functional component.

1.3 "Expiration Date" means the date upon which the last patent covered by this license expires or otherwise becomes no longer valid.

1.4 "Intellectual Property" means all Patent Rights and Related Technology.

1.5 "Licensed Product" means any method, procedure, process, product, or component part thereof whose manufacture, use, sale, offer for sale or importation is covered by a Valid Claim of the Patent Rights or which could be construed to infringe the Patent Rights in the absence of the license granted hereunder.

1.6 "Net Sales" means total billings for Licensed Products, determined in accordance with generally accepted accounting principles, sold by ANTIGENICS and/or its Affiliates, less (a) discounts actually allowed in amounts customary in the trade; (b) sales, tariff duties and/or use taxes directly imposed and with reference to particular sales; (c) outbound transportation prepaid or allowed; and (d) amounts allowed or credited on returns. ANTIGENICS shall keep records of all amounts (a) through (d) that are subtracted from total billings. Licensed Products shall be considered "Sold" when billed out or invoiced. Sales of Licensed Products between or among ANTIGENICS and its Affiliates shall not be subject to any royalties hereunder, and in such cases royalties shall be calculated upon ANTIGENICS or its Affiliates' Net Sales to an independent Third Party. ANTIGENICS shall be responsible for payment of any royalty accrued on Net Sales of Licensed Products to such independent Third Party through ANTIGENICS' Affiliates. Notwithstanding the foregoing, any transfer of Licensed Product by ANTIGENICS to a Sublicensee for resale by that Sublicensee for an amount at or below ANTIGENICS' cost of manufacturing such Licensed Product shall not constitute a Net Sale.

In the case of Combination Products, Net Sales means the gross amount billed or invoiced on sales of the Combination Product less the deductions set forth above, multiplied by a proration factor that is determined as follows: (i) if all components of the Combination Product were sold separately during the same or immediately preceding Royalty Period, the proration factor shall be determined by the formula [A / (A+B)], where A is the aggregate gross sales price of all Licensed Product components during such period when sold separately from the other essential functional components, and B is the aggregate gross sales price of the other essential functional components during such period when sold separately from the Licensed Product components; or (ii) if all components of the Combination Product were not sold separately during the same or immediately preceding Royalty Period, the proration factor shall be determined by the formula [C / (C+D)], where C is the aggregate Fully Absorbed Cost of Goods for the Licensed Product components during the prior Royalty Period and D is the aggregate Fully Absorbed Cost of Goods for the other

essential functional components during the prior Royalty Period, with such costs being determined in accordance with generally accepted accounting principles.

As used herein, "Fully Absorbed Cost of Goods" means, with respect to any component, the direct variable and direct fixed costs associated with the manufacture of such component. Direct variable costs shall be deemed to be the cost of labor, including salaries, wages and current period employee benefits, raw materials, supplies and other resources directly consumed in the manufacture of such component. Direct fixed costs shall be deemed to be the cost of utilities, insurance, equipment depreciation, and other fixed costs directly related to the manufacture of such component. Fixed costs shall be allocated to such component based upon the proportion of such costs directly attributable to support of such component's manufacturing process. All cost determinations made hereunder shall be made in accordance with generally accepted accounting principles consistently applied.

1.7 "Patent Rights" means Patent Rights For Incremental Inventions and Patent Rights For New Inventions.

1.8 "Patent Rights For Incremental Inventions" means those patent applications listed on Exhibit A-1, attached hereto and incorporated herein, that as of the Effective Date are Incremental Inventions as defined in Section 9.4 of the Research Agreement, together with all continuations, continuations-in-part, divisions, issued patents, patents of addition, patents of substitution, reissues, renewals, extensions, supplementary protection certificates and complementary protection certificates of any of the foregoing throughout the world. Sections 9.3 and 9.4 of the Research Agreement are attached as Exhibit B hereto and are incorporated into this Agreement.

1.9 "Patent Rights For New Inventions" means those patent applications listed on Exhibit A-2, attached hereto and incorporated herein, that as of the Effective Date are New Inventions as defined in Section 9.3 of the Research Agreement, together with all continuations, continuations-in-part, divisions, issued patents, patents of addition, patents of substitution, reissues, renewals, extensions, supplementary protection certificates and complementary protection certificates of any of the foregoing throughout the world. Sections 9.3 and 9.4 of the Research Agreement are attached as Exhibit B hereto and are incorporated into this Agreement.

1.10 "Related Technology" means information, data, know-how, and protocols generated by or under the direction of Dr. Pramod Srivastava under the Research Agreement that are directly related to the Patent Rights.

1.11 "Royalty Period" means the partial calendar quarter commencing on the date on which the first Licensed Product is sold and every complete or partial calendar quarter thereafter during which either (i) this Agreement remains in effect or (ii) ANTIGENICS has the right to complete and sell work-in-progress and inventory of Licensed Products pursuant to Section 9.4.

1.12 "Sublicensee" means any sublicensee of the rights granted ANTIGENICS by UCONN under this Agreement.

1.13 "Sublicense Revenues" means any payments that ANTIGENICS receives from a Sublicensee in consideration for a sublicense of the rights granted ANTIGENICS under this Agreement, including without limitation, [ ** ], but excluding the following payments: (i) payments made in consideration for the issuance of equity or debt securities of ANTIGENICS at fair market value, (ii) equity or debt securities of a Sublicensee issued to ANTIGENICS if acquired by ANTIGENICS at fair market value, (iii) payments specifically committed to research, marketing and advertising relating to a Licensed Product, and (iv) any payment received upon the transfer of Licensed Product to a Sublicensee for resale by that Sublicensee.

1.14 "Third Party" shall mean a party other than ANTIGENICS, UCONN, or their respective Affiliates or Sublicensees.

1.15 "Valid Claim" means either (a) a claim of an issued and unexpired patent included within the Patent Rights which has not been held permanently revoked, unenforceable or invalid by a decision of a court or other governmental agency of competent jurisdiction, unappealable or unappealed within the time allowed for appeal, and which has not been admitted to be invalid or unenforceable through reissue or disclaimer or otherwise or (b) a claim of a pending patent application included within the Patent Rights, which claim was filed in good faith and has not been finally abandoned or finally disallowed without the possibility of appeal or refiling of said application.

2. LICENSE GRANTS

2.1 License Grant. UCONN hereby grants to ANTIGENICS an exclusive royalty-bearing license, with the right to grant sublicenses, under its Intellectual Property to develop, make, have made, import, use, sell, have sold, offer for sale, and otherwise exploit Licensed Products throughout the world.

2.2 Rights Retained. UCONN retains the perpetual, royalty-free right to make, have made and use the Intellectual Property solely for noncommercial educational and research purposes at UCONN. In no event shall UCONN transfer Intellectual Property for sale or other distribution to Third Parties other than educational institutions for non-commercial research and educational purposes as contemplated herein.

[ ** ] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission.

2.3 Government Rights. Any license granted to ANTIGENICS under this Article 2 shall be subject to the rights of the United States Government, to the extent that the licensed Intellectual Property was, or in the future may be, funded by the U.S. Government.

3. PAYMENTS TO UCONN

3.1 Payments for License.

(a) Up Front Payment. In consideration for the licenses granted to ANTIGENICS hereunder, ANTIGENICS shall pay UCONN an up front fee of
[ ** ], payable within thirty (30) days of the Effective Date.

(b) Annual License Fee Maintenance. Starting at the fifth
(5th) anniversary of the Effective Date, ANTIGENICS shall pay UCONN the following annual license maintenance fees, payable in advance semi-annually, against which royalties otherwise due UCONN pursuant to Section 3.3 may be credited:

5th Anniversary:          [ ** ]

6th Anniversary:          [ ** ]

7th Anniversary:          [ ** ]

8th Anniversary:          [ ** ]

9th Anniversary &Each
Subsequent Anniversary    [ ** ]

3.2 Milestone Payments. ANTIGENICS shall pay UCONN each of the following non-refundable milestone payments payable within thirty (30) days of the occurrence of the described events:

           Payment                                      Event
           -------                                      -----
[ ** ]

3.3 Royalties. ANTIGENICS shall pay to UCONN the following royalties or percentage of Sublicense Revenues:

(a) ANTIGENICS shall pay UCONN an amount equal to [ ** ] of Net Sales for Licensed Products covered by a Valid Claim of Patent Rights For New Inventions, whether or not such Licensed Product(s) is also covered by a Valid Claim of Patent Rights for Incremental Inventions.

(b) ANTIGENICS shall pay UCONN an amount equal to [ ** ] of Net Sales for Licensed Products covered by a Valid Claim of Patent Rights For Incremental Inventions that are dominated by the claims of at least one patent application or patent licensed by ANTIGENICS from one Third Party, including as of the Effective Date, without limitation, USSN [ ** ] filed on [ ** ]
[Docket # [ ** ]].

(c) ANTIGENICS shall pay UCONN an amount equal to [ ** ] of Net Sales for Licensed Products covered by a Valid Claim of Patent Rights For Incremental Inventions that are dominated by the claims of patent applications or patents licensed by ANTIGENICS from two or more Third Parties, including as of the Effective Date, without limitation, USSN [ ** ] filed on [ ** ]
[Docket # [ ** ]].

[ ** ] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission.

(d) ANTIGENICS shall pay UCONN [ ** ] of Sublicense Revenues. ANTIGENICS agrees to provide UCONN with a copy of the relevant section of each sublicense to the extent necessary for UCONN to understand and confirm the source and the calculation of UCONN's share of Sublicense Revenues.

(e) Notwithstanding the foregoing provisions of this Section 3.3, the Parties agree that ANTIGENICS may transfer a reasonable quantity of sample Licensed Products to Sublicensees for use in training and marketing without any obligation to pay UCONN royalties or Sublicense Revenues with respect thereto.

(f) Notwithstanding the above provisions of Section 3.3(b), with respect to a Licensed Product that is covered by a Valid Claim of U.S. Patent Application USSN [ ** ] (Docket # [ ** ]) filed [ ** ] or a continuation, continuation-in-part, division, issued patent, patent of addition, patent of substitution, reissue, renewal, extension, supplementary protection certificate, or complementary protection certificate of any of the foregoing throughout the world (collectively termed "the [ ** ] Family"), for each such Licensed Product, the royalty rate on Net Sales of such Licensed Product shall be that set forth in Section 3.3(a) if, at the time of first commercial sale of such Licensed Product: (i) there is at least one issued U.S. patent within the [ ** ] Family; and (ii) there is no claim within any issued U.S. patent within the [ ** ] Family that is dominated by a claim of a patent application or patent licensed by ANTIGENICS from a Third Party. In such instance, such royalty rate shall be in effect until such time as at least one claim issues within a U.S. patent within the [ ** ] Family that is dominated by a claim of a patent application or patent licensed by ANTIGENICS from a Third Party; upon issuance of such a claim, the royalty rate shall revert to that set forth in Section 3.3(b).

3.4 With Respect to Royalties Due to UCONN and Third Parties. In the event that the aggregate royalties applicable to Licensed Product covered by a Valid Claim of Patent Rights for New Inventions payable to UCONN hereunder and to any Third Parties pursuant to any agreement(s) entered into after the Effective Date of this Agreement and/or payable to UCONN pursuant to any separate agreement(s) exceed [ ** ] of the Net Sales of such Licensed Product in any country, ANTIGENICS may reduce any amounts due UCONN hereunder by the
[ ** ] under such Third Party agreement(s) and/or UCONN agreement(s), provided, however, that in no event shall the royalties payable hereunder for a Licensed Product covered by a Valid Claim of Patent Rights for New Inventions be less than [ ** ] of Net Sales. In the event that ANTIGENICS exercises its right to reduce royalty payments as provided herein, ANTIGENICS will provide to UCONN a copy of relevant sections of those Third Party agreements for which royalties are being [ ** ] to the extent reasonably necessary for UCONN to confirm the royalty reductions applicable hereunder. UCONN agrees that in the event separate agreements are entered into by and between UCONN and ANTIGENICS applicable to Licensed Product, such agreement shall contain reasonable royalty reduction provisions sufficient to give effect to this Section 3.4., provided that if such agreement contains a royalty rate on Net Sales of less than [ ** ], that agreement may or may not contain a royalty reduction provision.

3.5 Payments in U.S. Dollars. All payments due under this Agreement shall be payable in United States dollars. Conversion of foreign currency to U.S. dollars shall be made at the rate of exchange at which U.S. dollars are listed in The Wall Street Journal (or its equivalent if The Wall Street Journal is no longer being published at the time) on the last business day of the Royalty Period in which such sales were made.

3.6 No Multiple Royalties. No more than one royalty payment shall be due with respect to a sale of a unit of a particular Licensed Product. No multiple royalties shall be payable because any Licensed Product, or its manufacture, sale or use is covered by more than one Valid Claim in a given country. No royalty shall be payable under this Article 3 with respect to Licensed Products distributed without charge to Third Parties for use in research and/or development, in clinical trials or as promotional samples.

4. DUE DILIGENCE

4.1 ANTIGENICS shall have complete discretion over the commercialization of Licensed Products. However, ANTIGENICS agrees to use commercially reasonable diligent efforts to introduce commercial Licensed Product(s) within and outside of the United States as soon as commercially reasonable, consistent with sound and reasonable business practices and judgments.

4.2 ANTIGENICS will provide annual reports to UCONN that describe progress toward the milestones defined in Article 3.2.

5. PATENT INFRINGEMENT AND ENFORCEMENT

5.1 Notice of Infringement. If, at any time during the term of this Agreement, either Party becomes aware of an apparent infringement of the Patent Rights licensed herein, such Party shall promptly notify the other Party.

5.2 Action. ANTIGENICS shall have the right, but not the obligation, to take any action that it reasonably deems necessary to obtain a discontinuance of such infringement or to bring suit against the Third Party infringer. ANTIGENICS shall have the sole right to control such actions at its own expense, and UCONN shall cooperate with ANTIGENICS with respect thereto. If UCONN supplies ANTIGENICS with evidence of infringement of the Intellectual Property, UCONN may, by notice, request ANTIGENICS to take steps to enforce the Intellectual Property rights. If UCONN does so, and ANTIGENICS does not, within six (6) months of the receipt of such notice, either (i) cause the infringement to terminate, or

[ ** ] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission.

(ii) initiate a legal action against the infringer, UCONN may, upon notice to ANTIGENICS, take the actions it deems necessary, proper and justified to protect the Intellectual Property, including initiating an action against the infringer at UCONN's expense, in the name of UCONN, ANTIGENICS or both as may be required by law. UCONN shall have sole control of any such action. Notwithstanding the foregoing, ANTIGENICS shall have the right to sublicense any alleged infringer pursuant to Section 2.1.

5.3 Cooperation. In the event one Party institutes or carries on a legal action pursuant to this Article 5, the other Party shall fully cooperate with and supply all assistance reasonably requested by the Party instituting or carrying on such action, including by using commercially reasonable efforts to have its employees testify when requested and to make available relevant records, papers, information, samples, specimens, and the like. A Party controlling an action pursuant to this Article 5 shall bear the reasonable out-of-pocket expenses incurred by said other Party in providing such assistance and cooperation as is requested pursuant to this Section 5.3. A Party instituting or carrying on such an action shall keep the other Party informed of the progress of such action, and said other Party shall be entitled to be represented by counsel in connection with such action at its own expense.

5.4 Settling or Abandoning Actions. The Party controlling any action referred to in this Article 5 shall have the right to settle any claims, but only upon terms and conditions that are reasonably acceptable and agreed to in writing by the other Party. Should either Party elect to abandon such an action other than pursuant to a settlement with the alleged infringer that is reasonably acceptable to the other Party, the Party controlling the action, shall give timely notice to the other Party who, if it so desires, may continue the action; provided, however, that the sharing of expenses and any recovery in such suit shall be as agreed upon between the Parties.

5.5 Allocation of Payments. Any amounts paid to a Party by Third Parties as the result of any action contemplated in this Article 5 shall first be applied to reimbursement of the documented unreimbursed out-of-pocket expenses (including attorneys' fees and expert fees) incurred by each Party. Any remainder shall be divided between the Parties as follows:

(a) To the extent the remainder of the amount recovered reflects lost royalties or percentage of Sublicense Revenue to UCONN, ANTIGENICS shall pay UCONN the lost royalties or percentage of Sublicense Revenue that would have been due UCONN if sales of Licensed Product had been made by ANTIGENICS, or a Sublicensee, as the case may be, and ANTIGENICS shall retain the remainder.

(b) To the extent the remainder of the amount recovered does not reflect lost royalties or the percentage of Sublicense Revenues otherwise due UCONN, recovery shall be retained by the Party who brought or defended the action.

5.6 Declaratory Judgement Actions. If any Third Party initiates a declaratory judgment action against ANTIGENICS and/or UCONN alleging invalidity or unenforceability of any patent within the Patent Rights, ANTIGENICS or UCONN as the case may be, shall provide written notification to the other Party of such action within five (5) business days of its initiation. ANTIGENICS shall have the first right to defend such action at its own expense. In such event, UCONN shall fully cooperate with ANTIGENICS in connection with any such action. If ANTIGENICS fails to bring such defense within a thirty (30) day period from written notification of such action, UCONN may elect to take over such action at its own expense. In such an event, ANTIGENICS shall cooperate fully with UCONN in connection with any such action.

6. RECORDS, REPORTS AND PAYMENTS

6.1 Books and Records. ANTIGENICS shall keep records and books of account in respect of all Licensed Products made and sold by ANTIGENICS and/or Affiliates under this Agreement and of Sublicense Revenues ANTIGENICS receives directly from Sublicensees. UCONN shall have the right, during business hours, no more often than annually, to examine, or to have its designated auditors examine, such records and books. ANTIGENICS shall keep the same for at least four (4) years after it pays UCONN the royalties due for such Licensed Products. UCONN shall not disclose to any Third Party any confidential information learned through an examination of such records and books, nor shall UCONN use any such information for any purpose other than determining and enforcing its rights under this Agreement.

6.2 Reports. At the end of each Royalty Period, ANTIGENICS shall render to UCONN a report in writing, setting forth gross sales, Net Sales and the number of units of each Licensed Product sold on a country-by-country basis during that Royalty Period and the Sublicense Revenues ANTIGENICS received during that Royalty Period. Each such report shall also set forth an explanation of the calculation of the royalties and percentage of Sublicense Revenue payable hereunder, shall provide documentation of the amount of any credits allowed and taken under Articles 3 and shall be accompanied by payment of the royalties and the percentage of Sublicense Revenue shown by said report to be due UCONN.

6.3 Royalty Escrow Account. Notwithstanding the foregoing, if (i) UCONN materially breaches this Agreement, (ii) ANTIGENICS gives UCONN written notice of the breach at least forty-five (45) days prior to the date that such report, royalties, and percentage of Sublicense Revenues are due to UCONN, and
(iii) UCONN has not cured the breach by the time a payment is due under this Section, then ANTIGENICS may make the required payment into an escrow account bearing interest at the prevailing prime rate, such escrowed payments to be released when the breach is cured.

7. PUBLICATION; CONFIDENTIALITY

7.1 Publications. UCONN shall provide to ANTIGENICS copies of any proposed presentation or publication or abstract including Intellectual Property prior to the submission of such documents for presentation or publication. Such proposed presentations or publications shall be supplied to ANTIGENICS at least thirty (30) days in advance of presentation or submission to a journal, editor, or Third Party; abstracts shall be supplied at least seven (7) days in advance of such submission. ANTIGENICS may request changes and/or deletions be made in any proposed publication in order to prevent public disclosure of Intellectual Property or ANTIGENICS confidential information. UCONN agrees that it will honor ANTIGENICS' requests to remove any confidential information of ANTIGENICS included in any such proposed public disclosure. If ANTIGENICS believes that the subject matter to be disclosed or published warrants patent protection, ANTIGENICS will identify the subject matter requiring protection and notify UCONN within the thirty (30) day or seven (7) day review period and UCONN shall delay the proposed public disclosure for an additional sixty (60) day period. ANTIGENICS may file a patent application covering the technology disclosed in the proposed publication at the United States Patent and Trademark Office. UCONN agrees to cooperate in the filing of a U.S. patent application prior to any date that such material may be publicly disclosed including the electronic transmission or internet release of the material or presentation of the subject matter.

7.2 Confidentiality.

(a) All reports provided to UCONN pursuant to this Agreement shall be marked "CONFIDENTIAL" and treated as the confidential information of ANTIGENICS and shall not be disclosed to any Third Party without the prior written consent of ANTIGENICS.

(b) Except as expressly provided herein, each Party agrees not to disclose any terms of this Agreement to any Third Party without the prior written consent of the other Party; provided, however, that disclosures may be made as required by securities or other applicable laws, or, in confidence, to actual or prospective investors or corporate partners, or to a Party's accountants, attorneys, and other professional advisors.

(c) UCONN shall have the right to disclose the existence, but not the business terms, of this Agreement in reports UCONN prepares from time to time, which reports are considered to be publicly available.

(d) ANTIGENICS agrees not to disclose to any Third Party Intellectual Property received from UCONN, unless already covered by a pending U.S. patent application or issued U.S. patent, without the prior written consent of UCONN; provided, however, that disclosures may be made as required by securities or other applicable laws, or, in confidence, to actual or prospective investors or corporate partners, or to ANTIGENICS' accountants, attorneys, and other professional advisors.

8. PATENT PROSECUTION

8.1 Responsibility. ANTIGENICS, in its sole discretion, is responsible for preparing, filing, prosecuting, and maintaining the patent applications and patents included within the Patent Rights. For purposes of this Agreement, patent prosecution includes appeals, ex parte prosecution, interference proceedings, reissues, re-examinations, and oppositions. ANTIGENICS shall provide, or cause its agent to provide, copies of relevant correspondence between ANTIGENICS and the United States Patent and Trademark Office or the various foreign patent offices to UCONN and give UCONN reasonable opportunity to advise ANTIGENICS or ANTIGENICS' counsel on such matters. Upon UCONN's request, ANTIGENICS shall be available to consult with UCONN on matters relating to preparing, filing, prosecuting or maintaining any of the applications or patents within the Patent Rights, which matters may be of particular interest to UCONN. ANTIGENICS shall reasonably consider the legitimate interests of UCONN in performing its responsibility under this Section 8.1.

8.2 Cooperation. UCONN and ANTIGENICS shall cooperate in preparing, filing, prosecuting and maintaining the patent applications and patents within Patent Rights. Each Party shall provide prompt notice to the other of any matter that comes to its attention, which may affect the patentability, validity or enforceability of any patent application or patent within Patent Rights. UCONN agrees to undertake to cause all of its employees or others working on its behalf to assign all right, title and interest to licensed Intellectual Property to UCONN and to make all reasonable efforts to enforce such agreements.

8.3 Relinquishing Rights. ANTIGENICS may elect not to prosecute or maintain any of the patents or patent applications relating to the Patent Rights or any portion thereof in any country, by giving ninety (90) days advance written notice to UCONN; provided, however, that if ANTIGENICS is making such an election with respect to any patent or application within Patent Rights on which an interference proceeding or opposition has been declared or filed, the notice period is one hundred and eighty (180) days; and provided further, that ANTIGENICS will remain responsible for all patent-related expenses incurred by UCONN during the applicable notice period. In the event that ANTIGENICS elects not to prosecute or maintain any of the patents or patent applications relating to the Patent Rights or any portion thereof in any country, then UCONN shall have the right, but not the obligation, at its own expense to prosecute or maintain such patents or patent applications or portions thereof in such country. ANTIGENICS' rights to such patents or patent applications or portion thereof in such country shall thereupon be terminated.

9. TERMINATION

9.1 The term of this Agreement shall commence upon the Effective Date and expire upon the Expiration Date. UCONN shall have the right to terminate this Agreement prior to the date it would otherwise expire pursuant to this Section 9.1 if: (i) ANTIGENICS fails to make any payment due hereunder and ANTIGENICS continues to fail to make the payment, either to UCONN directly or by placing any disputed amount into

an interest bearing escrow account to be released when the dispute is resolved, for a period of thirty (30) days after receiving notice from UCONN specifying ANTIGENICS' failure to make payment; or (ii) ANTIGENICS shall cease to carry on its business related to the Intellectual Property or if ANTIGENICS shall initiate or conduct actions in order to declare a state of bankruptcy which actions are not dismissed within sixty (60) days.

9.2 If either Party materially breaches this Agreement, the other Party may elect to give the breaching Party written notice describing the alleged breach. If the breaching Party has not cured such breach within ninety
(90) days after receipt of such notice, the notifying Party will be entitled, in addition to any other rights it may have under this Agreement, to terminate this Agreement effective immediately; provided, however, that if either Party receives notification from the other of a material breach and if the Party alleged to be in default notifies the other Party in writing within thirty (30) days of receipt of such default notice that it disputes the asserted default, the matter will be submitted to dispute resolution as provided in Article 11 of this Agreement.

9.3 ANTIGENICS shall have the right to terminate this Agreement upon 90 days written notice.

9.4 Upon termination by UCONN under Section 9.1 or 9.2, (i) ANTIGENICS shall have six (6) months to complete the manufacture of any Licensed Products that then are work in progress and to sell any inventory of Licensed Products, provided ANTIGENICS pays the applicable royalties in accordance with
Section 6.2, and (ii) UCONN, to the extent that UCONN has the ability and is legally capable of doing so, shall accept an assignment by ANTIGENICS of any sublicenses granted by ANTIGENICS to entities other than Affiliates, and any sublicense so assigned shall remain in full force and effect.

9.5 No termination of this Agreement shall relieve ANTIGENICS of the liability for payment of any royalty due for Licensed Products made prior to the effective date of such termination.

9.6 Termination of this Agreement for any reason shall not release any Party hereto from any liability which, at the time of such termination, has already accrued to the other Party or which is attributable to a period prior to such termination, nor preclude either Party from pursuing any rights and remedies it may have hereunder or at law or in equity which accrued or are based upon any event occurring prior to such termination.

9.7 Articles 1, 6, Section 7.2 (for a period of five (5) years after termination), Articles 9, 11, 12, and 13 of this Agreement shall survive termination of this Agreement for any reason.

10. REPRESENTATIONS, NO IMPLIED AGENCY

10.1 UCONN Representations. UCONN represents that (i) to the best of its knowledge it owns all right, title and interest in and to the Intellectual Property subject to this license; (ii) to the best of its knowledge it has not granted any Third Party, other than the rights of the U.S. government described in Section 2.3, right or interest in any of the Intellectual Property and will not grant any Third Party such a right during the term of this Agreement; (iii) the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action on the part of UCONN;
(iv) it has the right to grant the rights and licenses granted herein, and, to the best of its knowledge, the Intellectual Property is free and clear of any lien, encumbrance, security interest, or restriction; and (v) to the best of its knowledge, there are no threatened or pending actions, suits, investigations, claims, or proceedings in any way relating to the Intellectual Property.

10.2 No Implied Agency. UCONN and ANTIGENICS are independent parties in this Agreement. Accordingly, there is no agency relationship between UCONN and ANTIGENICS under this Agreement with respect to any products made or sold, or any methods used, by ANTIGENICS under this Agreement.

11. DISPUTE RESOLUTION

11.1 Dispute. In the event of any dispute, controversy or claim arising out of or relating to this Agreement or any subsequent amendments to this Agreement including, without limitation, the breach, termination, validity or invalidity thereof, or any non-contractual issues relating to this Agreement (each, a "Dispute"), each of the Parties will appoint a designated officer to meet for the purpose of endeavoring to resolve such Dispute or to negotiate for an adjustment to such provision. No formal proceedings for the judicial resolution of such Dispute, except for the seeking of temporary restraining orders or injunctions, may begin until this dispute resolution procedure has been elevated to the Chief Operating Officer, in the case of ANTIGENICS, and the Associate Vice President for Research Administration, in the case of UCONN, and either of such officers of UCONN or ANTIGENICS in good faith conclude, after a good faith attempt to resolve the Dispute, that amicable resolution through continued negotiation of the matter at issue does not appear likely. Such attempt to resolve the dispute may be accomplished by conference between such officers of ANTIGENICS and UCONN, either face-to-face or by telephone, or by the exchange of correspondence.

11.2 Mediation. If the Parties are unable to reach a solution by negotiation within a period of 60 days, the Parties agree to try in good faith to settle the Dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules (the "Rules").

11.3 Statute of Limitations. Any statute of limitations will be tolled upon initiation of the dispute resolution procedures under this Article and will remain tolled until the Dispute is resolved in accordance herewith; provided, however, that tolling will cease if the Party against which the statute of limitations would be applied fails to observe the procedures set forth in this Article.

12. PRODUCT LIABILITY

12.1 Indemnification. ANTIGENICS agrees that UCONN shall have no liability to ANTIGENICS, Sublicensees, or Affiliates or to any purchasers or users of Licensed Products made or sold by ANTIGENICS, Sublicensees, or Affiliates for any claims, demands, losses, costs, or damages suffered by ANTIGENICS, Sublicensees, or Affiliates or purchasers or users of such Licensed Products, or any other Party, which may result from personal injury, death, or property damage related to the manufacture, use, or sale of such Licensed Products ("Claims"). ANTIGENICS agrees to defend, indemnify, and hold harmless UCONN, its trustees, officers, agents, and employees from any such Claims, provided that (i) ANTIGENICS is notified promptly of any Claims, (ii) ANTIGENICS has the sole right to control and defend or settle any litigation within the scope of this indemnity, (iii) all indemnified parties cooperate to the extent necessary in the defense of any Claims, and (iv) Claims are not the result of UCONN's negligence or willful misconduct.

13. MISCELLANEOUS

13.1 No Publicity. ANTIGENICS agrees that it shall not use the name of UCONN or its employees in any advertising or publicity material regarding a Licensed Product or for any other purpose, or make any form of representation or statement which would constitute an express or implied endorsement by UCONN of any Licensed Product, and that it shall not authorize others to do so, without first having obtained written approval from UCONN, except as may be required by governmental law, rule or regulation.

13.2 Marking Licensed Products. ANTIGENICS agrees to mark the appropriate U.S. patent number or numbers on all Licensed Products made or sold in the United States and, to the extent commercially feasible, on all Licensed Products made or sold outside of the U.S. in accordance with all applicable governmental laws, rules and regulations.

13.3 Complete Agreement. This Agreement sets forth the complete agreement of the Parties concerning the subject matter hereof. No claimed oral agreement in respect thereto shall be considered as any part hereof. No waiver of or change in any of the terms hereof subsequent to the execution hereof claimed to have been made by any representative of either Party shall have any force or effect unless in writing, signed by duly authorized representatives of the Parties.

13.4 Binding Effect; Assignment. This Agreement shall be binding upon and inure to the benefit of any successor or assignee of UCONN. This Agreement is not assignable by ANTIGENICS without the prior written consent of UCONN, except that ANTIGENICS may assign this Agreement to an Affiliate or any successor of, or purchaser of substantially all of the assets of the business to which this Agreement pertains. Any permitted assignee shall succeed to all of the rights and obligations of ANTIGENICS under this Agreement.

13.5 Applicable Laws. This Agreement is subject in all respects to the laws and regulations of the United States of America, including the Export Administration Act of 1979, as amended, and any regulations thereunder.

13.6 Governing Law. This Agreement shall be deemed to have been entered into in Connecticut and shall be construed and enforced in accordance with Connecticut law without regard for any choice or conflict of laws or principle that would result in the application of the domestic substantive law of any other jurisdiction.

13.7 Notices. Any notice or communication required or permitted to be given or made under this Agreement shall be addressed as follows:

UCONN: University of Connecticut Health Center c/o Center for Science and Technology Commercialization 263 Farmington Ave.

Farmington, CT 06030-6207

Attention: Executive Director

ANTIGENICS: Antigenics, Inc.
630 Fifth Avenue, Suite 2100 New York, N.Y. 10111 Attention: Marie Monahan

Either Party may notify the other in writing of a change of address or fax number, in which event any subsequent communication relative to

this Agreement shall be sent to the last said notified address or number, provided, however, that the Parties shall deliver all material notices under this Agreement by registered mail or overnight delivery service. All notices and communications relating to this Agreement shall be deemed to have been given when received.

13.8 NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES ARISING OUT OF THIS AGREEMENT, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY.

13.9 Force Majeure. Neither Party shall lose any rights hereunder or be liable to the other Party for damages or losses (except for payment obligations) on account of failure of performance by the defaulting Party if the failure is occasioned by war, strike, fire, Act of God, earthquake, flood, lockout, labor dispute, labor disturbance, embargo, governmental acts or orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence or intentional conduct or misconduct of the nonperforming Party, and such Party has exerted all reasonable efforts to avoid or remedy such force majeure; provided, however, that in no event shall a Party be required to settle any labor dispute or disturbance.

13.10 Severability. In the event that any provisions of this Agreement are determined to be invalid or unenforceable by a court of competent jurisdiction, the remainder of the Agreement shall remain in full force and effect without said provision. The Parties shall in good faith negotiate a substitute clause for any provision declared invalid or unenforceable, which shall most nearly approximate the intent of the Parties in entering this Agreement.

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

13.12 Headings. 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.

13.13 Consent. Whenever provision is made in this Agreement for either Party to secure the consent or approval of the other, that consent or approval shall not unreasonably be withheld or delayed, and whenever in this Agreement provisions are made for one Party to object to or disapprove a matter, such objection or disapproval shall not unreasonably be exercised.

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed:

UNIVERSITY OF CONNECTICUT HEALTH CENTER

By: /s/ Michael F. Newborg
    -------------------------------------------------------

Name: Michael F. Newborg

Title: Executive Director, Center for Science and Technology Commercialization

Date: 5/25/01

ANTIGENICS, INC.

By: /s/ Russell Herndon
    -------------------------------------------------------

Name: Russell Herndon

Title: Chief Operating Officer

Date: 5/24/01

EXHIBIT A-1

PATENT RIGHTS FOR INCREMENTAL INVENTIONS AS OF THE EFFECTIVE DATE

[ ** ]

[ ** ]

[ ** ] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission.

EXHIBIT A-2

PATENT RIGHTS FOR NEW INVENTIONS AS OF THE EFFECTIVE DATE

[ ** ]

[ ** ]

[ ** ]

[ ** ]

[ ** ]

[ ** ]

[ ** ]

[ ** ] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission.

EXHIBIT B

Sections 9.3 and 9.4 of the Research Agreement between Antigenics, University of Connecticut Health Center, and Pramod Srivastava, Ph.D.

9.3 For new inventions, other than incremental improvements which are dominated by existing patents or pending patent applications for which Sponsor holds a license, UCHC agrees to grant and hereby grants to Sponsor an option to secure a royalty-bearing exclusive license, including the right to grant sublicenses, under reasonable terms with the right to make, use and sell, have made, have used, import and offer for sale the claimed invention of any patent or patent application which is base on any invention conceived or reduced to practice in the conduct of the Project, subject to Article 9.1 above. The license (and all sublicenses) will include a royalty rate in an amount to be negotiated in good faith by both UCHC and Sponsor at the time Sponsor decides to exercise its option and shall remain in effect until the expiration of the last to expire patents licensed to Sponsor. Such option shall be in effect and exercisable for each invention within one hundred and eighty (180) days from the date of filing a U.S. patent application on each such invention. Upon exercise of such option, the terms and conditions of the license will be negotiated in good faith by the parties. In the absence of agreement within six (6) months from the date of exercise of such option, which time shall be extended upon mutual written agreement, the dispute shall be submitted to a mutually acceptable third-party mediator, which period of mediation shall not exceed 90 days or such longer period as may be mutually acceptable to the parties.

9.3 For inventions which are incremental improvements dominated by existing patents or pending patent applications for which Sponsor holds a license, UCHC agrees to grant and hereby grants to Sponsor an option to secure a royalty-bearing exclusive license with the right to make, use and sell, have made, have used, import and offer for sale the claimed invention conceived or reduced to practice in the conduct of the Project. Such option shall be in effect and exercisable for each invention within one hundred and eighty (180) days from the date of filing a U.S. patent application on each such invention. In the case of Licensed Products that incorporate the UCHC Technology but are dominated by patent applications licensed by Sponsor from one other third party, Sponsor shall pay UCHC a royalty calculated at the rate of
[ ** ] of Net Sales of Licensed Products. In the case of Licensed Products that incorporate the UCHC Technology but are dominated by patent applications licensed by Sponsor from two or more third parties, Sponsor shall pay UCHC a royalty calculated at the rate of [ ** ] of Net Sales of Licensed Products. Upon exercise of such option, the remaining terms and conditions of the license will be negotiated in good faith by the parties. In the absence of agreement within six (6) months from the date of exercise of such option, which time shall be extended upon mutual written agreement, the dispute shall be submitted to a mutually acceptable third-party mediator, which period of mediation shall not exceed 90 days.

[ ** ] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission.

AMENDMENT AGREEMENT

This Amendment Agreement is effective as of the 18th day of March 2003 (the "Effective Date") between the UNIVERSITY OF CONNECTICUT HEALTH CENTER having a place of business at the Center for Science and Technology Commercialization, 263 Farmington Avenue, Farmington, Connecticut, 06030-6207("UCONN") and ANTIGENICS, INC. having offices at 630 Fifth Avenue, Suite #2170, New York, NY 10111 ("ANTIGENICS") (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, UCONN has been engaged in certain research pursuant to a separate Research Agreement by and between UCONN and ANTIGENICS dated February 18, 1998 as amended by Amendment No. 1 of Research Agreement dated April 19, 2002 (the "Research Agreement");

WHEREAS, pursuant to the Research Agreement, ANTIGENICS obtained an option for an exclusive license to inventions arising under the research activities contemplated therein;

WHEREAS, ANTIGENICS exercised said option and obtained an exclusive license with respect to certain inventions pursuant to the License Agreement dated May 25, 2001 between the Parties (the "License Agreement"); and

WHEREAS, ANTIGENICS AND UCONN wish to amend the Research Agreement and License Agreement to provide, among other things, that inventions under the Research Agreement for which ANTIGENICS exercises its option thereunder, shall automatically be included within the License Agreement, without the need for the Parties to further negotiate financial or other licensing terms.

NOW, THEREFORE, ANTIGENICS and UCONN agree as follows:

1. Section 1.8 of the License Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

"Patent Rights For Incremental Inventions" means (i) the patents and patent applications listed on Exhibit A-1 attached hereto and incorporated herein by reference, (ii) any and all future incremental inventions as described in Section 9.4 of the Research Agreement for which ANTIGENICS exercises its option, in each case together with all continuations, continuations-in-part, divisions, issued patents, patents of addition, patents of substitution, reissues, renewals, extensions, supplementary protection certificates and complementary protection certificates of any of the foregoing throughout the world.

2. Section 1.9 of the License Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

"Patent Rights For New Inventions" means (i) the patents and patent applications listed on Exhibit A-2 attached hereto and incorporated herein by reference, (ii) any and all future new inventions as described in Section 9.3 of the Research Agreement for which ANTIGENICS exercises its option, in each case together with all continuations, continuations-in-part, divisions, issued patents, patents of addition, patents of substitution, reissues, renewals, extensions, supplementary protection certificates and complementary protection certificates of any of the foregoing throughout the world.

3. Exhibit A-1 of the License Agreement is hereby amended by adding the following list:

ADDITIONAL PATENT RIGHTS FOR INCREMENTAL INVENTIONS AS OF THE

EFFECTIVE DATE OF THE AMENDMENT AGREEMENT

[ ** ]

[ ** ] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission.

4. The Parties acknowledge and agree that each of the patent applications within the Patent Rights For Incremental Inventions listed in paragraph 3 above are dominated by the claims of patent applications or patents of two or more Third Parties, and are therefore subject to Section 3.3(c) of the License Agreement (rather than Section 3.3(b) of the License Agreement).

5. Exhibit A-2 of the License Agreement is hereby amended by adding the following list:

ADDITIONAL PATENT RIGHTS FOR NEW INVENTIONS AS OF THE

EFFECTIVE DATE OF THE AMENDMENT AGREEMENT

[ ** ]

6. Exhibit B of the License Agreement is hereby deleted in its entirety.

7. Section 9.3 of the Research Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

9.3 For new inventions, other than incremental improvements which are dominated by existing patents or pending patent applications for which the Sponsor holds a license, UCHC agrees to grant and hereby grants to Sponsor an option to secure a royalty-bearing exclusive license, including the right to grant sublicenses, under reasonable terms (pursuant to the License Agreement as set forth herein, or as otherwise agreed to by the Parties in any subsequent written agreement between the Parties) with the right to make, use and sell, have made, have used, import and offer for sale the claimed invention of any patent or patent application which is based on any invention conceived or reduced to practice in the conduct of the Project. Such option shall be in effect and exercisable for each new invention hereunder within one hundred and eighty (180) days from the date of filing a U.S. patent application on each such invention. Upon Sponsor exercising its option, such invention shall automatically be licensed to Sponsor under the License Agreement and the Patent Rights therein shall automatically be included as Patent Rights For New Inventions under the License Agreement.

8. Section 9.4 of the Research Agreement is hereby amended by deleting it in its entirety and replacing it with the following:

9.4 For inventions which are incremental improvements dominated by existing patents or pending patent applications for which the Sponsor holds a license, UCHC agrees to grant and hereby grants to Sponsor an option to secure a royalty-bearing exclusive license, including the right to grant sublicenses, under reasonable terms (pursuant to the License Agreement as set forth herein, or as otherwise agreed to by the Parties in any subsequent written agreement between the Parties) with the right to make, use and sell, have made, have used, import and offer for sale the claimed invention of any patent or patent application which is based on any invention conceived or reduced to practice in the conduct of the Project. Such option shall be in effect and exercisable for each incremental invention hereunder within one hundred and eighty (180) days from the date of filing a U.S. patent application on each such invention. Upon Sponsor exercising its option, such invention shall automatically be licensed to Sponsor under the License Agreement and the Patent Rights therein shall automatically be included as Patent Rights For Incremental Inventions under the License Agreement. For the avoidance of doubt, the Parties acknowledge and agree that in the case of Licensed Products covered by a Valid Claim (as defined in the License Agreement, or any subsequent written agreement between the Parties) of the Patent Rights For Incremental Inventions (as defined in paragraph 1 of this Amendment Agreement) that are dominated by patents or patent applications licensed by Sponsor from one other third party, Sponsor shall pay UCHC a royalty calculated at a rate of
[ ** ] of Net Sales of Licensed Products, and in the case of Licensed Products covered by a Valid Claim of the Patent Rights For Incremental Inventions that are dominated by patents or patent applications licensed by Sponsor from two or more third parties, Sponsor shall pay UCHC a royalty calculated at a rate of [ ** ] of Net Sales of Licensed Products.

9. In consideration of the execution of this Amendment Agreement and the rights and licenses granted to ANTIGENICS hereunder, ANTIGENICS shall make the following payments to UCONN:

(a) In consideration for the rights and licenses granted to ANTIGENICS to the Patent Rights listed in paragraphs 3 and 5 above, ANTIGENICS shall pay UCONN [ ** ] within thirty
(30) days of the Effective Date.

[ ** ] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission.

(b) In addition, ANTIGENICS shall pay UCONN the following amounts within thirty (30) days of exercising its option to license pursuant to
Section 9.3 or 9.4 of the Research Agreement (as amended by this Amendment Agreement) and any future extensions and amendments thereof:
(a) [ ** ] per patent application for each of the next ten (10) additional patent applications filed for which ANTIGENICS exercises its option (above the eight patent applications listed in paragraphs 3 and 5 above), (b) [ ** ] per patent application for each of the next ten (10) additional patent applications filed for which ANTIGENICS exercises its option, (c) [ ** ] for each of the next ten (10) additional patent application filed for which ANTIGENICS exercises its option, (d) [ ** ] for each of the next ten (10) additional patent application filed for which ANTIGENICS exercises its option, and (e)
[ ** ] for each additional patent application filed for which ANTIGENICS exercises its option. For the purposes of this paragraph
9(b), the Parties agree that the number of patent applications for which payments are payable to UCONN shall be based on the number of patent applications included in each notice ANTIGENICS sends to UCONN to exercise its (ANTIGENICS') option rights.

(c) For the avoidance of doubt, the Parties acknowledge and agree that in the event ANTIGENICS makes a payment pursuant to paragraph 9(a) or 9(b) above for a provisional patent application within the Patent Rights, no payment shall thereafter be due pursuant to paragraph 9(a) or 9(b) above on a subsequent non-provisional patent application claiming priority to such provisional application.

(d) ANTIGENICS agrees that each time it notifies UCONN that it is exercising its option rights under Section 9.3 or 9.4 of the Research Agreement, it will send a copy of such notice to UCONN's Center for Science and Technology Commercialization at the address given in
Section 13.7 of the License Agreement.

10. Section 13.7 of the License Agreement is hereby amended by deleting the reference to "Marie Monahan" and replacing it with "Chief Executive Officer."

11. Capitalized terms not defined herein shall be deemed to have the meaning set forth in the License Agreement.

12. This Amendment Agreement shall be deemed to have been entered into in Connecticut and shall be construed and enforced in accordance with Connecticut law without regard for any choice or conflict of laws or principle that would result in the application of the domestic substantive law of any other jurisdiction.

13. Except as set forth in this Amendment Agreement, the Research Agreement and the License Agreement shall remain in full force and effect.

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

[ ** ] Portions of this exhibit have been omitted pursuant to a confidential treatment request. An unredacted version of this exhibit has been filed with the Commission.

IN WITNESS WHEREOF, the Parties have caused this Amendment Agreement to be executed:

UNIVERSITY OF CONNECTICUT HEALTH CENTER

By: /s/ Michael Newborg
    -------------------

Name: Michael F. Newborg
      ------------------

Title: Executive Director, Center for Science and Technology Commercialization
       -----------------------------------------------------------------------

Date: March 21, 2003
      --------------

By: /s/ Leonard P. Paplauskas
    -------------------------

Name: Leonard P. Paplauskas
      ---------------------

Title: Associate Vice President for Research Administration
       ----------------------------------------------------

Date: 3/27/03
      -------

ANTIGENICS, INC.

By: /s/ Russell Herndon
    -------------------

Name: Russell Herndon
      ---------------

Title: Chief Operating Officer
       -----------------------

Date: March 19, 2003
      --------------