REGISTRATION RIGHTS AGREEMENT



     THIS REGISTRATION RIGHTS AGREEMENT is entered into as of February 23, 2001,

by and between Silicon Valley Bank ("Purchaser") and TolerRx, Inc., a Delaware

corporation (the "Company").



                                    RECITALS



     A.   Concurrently with the execution of this Agreement, Purchaser is

acquiring from the Company a Warrant to Purchase Stock (the "Warrants") pursuant

to which Purchaser has rights to acquire from the Company the Shares (as defined

in the Warrant), which Shares when issued shall be shares of the Company's

common stock, $.001 par value per share ("Common Stock").



     B.   By this Agreement, Purchaser and the Company desire to set forth the

registration rights of the Conversion Shares or the Shares all as provided

herein.



          NOW, THEREFORE, in consideration of the premises and the mutual

promises, covenants and conditions hereinafter set forth, the parties hereto

mutually agree as follows:



     1.   REGISTRATION RIGHTS. The Company covenants and agrees as follows:



          1.1   DEFINITIONS. For purposes of this Section 1:



                (a)   The term "register," "registered," and "registration"

refer to a registration effected by preparing and filing a registration

statement or similar document in compliance with the Securities Act of 1933, as

amended, and the rules and regulations thereunder (the "Securities Act"), and

the declaration or ordering of effectiveness of such registration statement or

document;



                (b)   The term "Registrable Securities" means Common Stock

issuable upon the conversion or exercise of the Warrants.



                (c)   The terms "Holder" or "Holders" means Purchaser and its

qualifying transferees under subsection 1.9 hereof who hold Registrable

Securities.



                (d)   The term "SEC" means the Securities and Exchange

Commission.



                (e)   The terms "Form S-1," "Form S-3" etc. shall mean those

forms with such designations as are required by the SEC and any successor or

replacement forms adopted by the SEC.



          1.2   COMPANY REGISTRATION.



                (a)   REGISTRATION. If at any time or from time to time, the

Company shall determine to register any of its securities, for its own account

or the account of any of its shareholders, other than a registration on

Form S-1, Form S-8 relating solely to employee stock option or purchase plans or

on Form S-4 relating solely to an SEC Rule 145 transaction, the Company will:



                      (i)    promptly give to each Holder written notice thereof

(which shall ?? a list of the jurisdictions in which the Company intends to

attempt to qualify such securities under applicable blue sky or other state

securities laws); and



                      (ii)   include in such registration (and qualifications),

and in any ?? writing involved therein, all the Registrable Securities specified

in a written request or requests, made



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within 30 days after receipt of such written notice from the Company, by any

Holder or Holders, except as set forth in subsection 1.2(c) below.



                (b)   UNDERWRITING. If the registration of which the Company

gives notice is for a registered public offering involving a firm-commitment

underwriting, the Company shall so advise the Holders as a part of the written

notice given pursuant to subsection 1.2(a)(i). In such event the right of any

Holder to registration pursuant to this subsection 1.2 shall be conditioned upon

such Holder's participation in such underwriting and the inclusion of such

Holder's Registrable Securities in the underwriting to the extent provided

herein. All Holders proposing to distribute their securities through such

underwriting shall (together with the Company and the other shareholders

distributing their securities through such underwriting) enter into an

underwriting agreement in customary form (and not inconsistent with the terms

hereof) with the underwriter or underwriters selected for such underwriting by

the Company.



                (c)   In the case of any registration of Common Stock by the

Company in a firm-commitment underwriting, if the managing underwriters give

written advice to the Company that marketing factors require a limitation on the

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