COLLABORATION AGREEMENT



                               GENENTECH, INC. AND



                                  TOLERRX, INC.



          This Collaboration Agreement (this "AGREEMENT") is made effective as

of December 23, 2002 (the "EFFECTIVE DATE") by and between GENENTECH, INC.

("GENENTECH"), a corporation organized under Delaware law, with its principal

office at 1 DNA Way, South San Francisco, California 94080, and TolerRx, Inc.

("TOLERRX"), a corporation organized under Delaware law, with its principal

office at 300 Technology Square, Cambridge, MA 02139.



                                    RECITALS



          WHEREAS, TolerRx is engaged in the development of therapies related to

immunological tolerance;



          WHEREAS, TolerRx owns or controls certain intellectual property

related to Licensed Product (as defined below);



          WHEREAS, the Parties desire to collaborate and wish to set out their

rights and obligations with respect to development and commercialization of

Licensed Products as set forth below;



          NOW, THEREFORE, for good and valuable consideration, the receipt and

sufficiency of which is hereby acknowledged, Genentech and TolerRx agree as

follows:



                                    ARTICLE 1



                                   DEFINITIONS



          1.1.   "AFFILIATE" of a Party means any corporation or other business

entity that, directly or indirectly, through one or more intermediaries,

controls, is controlled by, or is under common control with a Party. As used

herein, the term "control" will mean the direct or indirect ownership of fifty

percent (50%) or more of the stock having the right to vote for directors

thereof or the ability to otherwise control the management thereof.



                                  * Confidential treatment requested:

                                    material has been omitted and filed

                                    separately with the Commission.





Execution Copy                        - 1 -

{Page}



GENENTECH CONFIDENTIAL



          1.2.   "AGREEMENT" means this Collaboration Agreement, including any

exhibits attached hereto which are hereby incorporated herein by reference. In

the event of any inconsistency between the terms of this Agreement and the terms

of any exhibits incorporated herein, the terms of this Agreement shall govern

unless the Parties otherwise expressly agree in writing.



          1.3.   "ANTIBODY" or "ANTIBODIES" means any and all antibodies that

target, bind to or recognize CD4, and shall include, without limitation, full

length antibodies, variants (including, without limitation, chimeric and

humanized antibodies), fragments (including, without limitation, single-chain,

Fab and F(ab)'2 fragments), analogues or derivatives (including, without

limitation, conjugates thereof with radionuclides, immunoadhesins, toxins or

other compounds) thereof, as well as the DNA encoding any of the above.

"Antibody" shall include, but is not limited to, TRX1.



          1.4.   "BLA" means a biologics license application (as that term is

used in Title 21 of the United States Code of Federal Regulations) filed with

the FDA seeking Regulatory Approval to market and sell any Licensed Product in

the United States for a particular Indication.



          1.5.   "COMMERCIAL INTRODUCTION" of Licensed Product(s) means, on a

country-by-country and Licensed Product-by-Licensed Product basis in the

Territory, the date of first commercial sale (other than for purposes of

obtaining Regulatory Approval) of a Licensed Product by Genentech, or any of its

third party sublicensees in an arms'-length transaction to an independent Third

Party in such country after obtaining all necessary Regulatory Approvals;

provided that such Licensed Product(s) are neither units provided for evaluation

purposes nor free units for indigent persons.



          1.6.   "COMMERCIALLY REASONABLE AND DILIGENT EFFORTS" has the meaning

set forth in Section 3.2.



          1.7.   "CONFIDENTIAL INFORMATION" has the meaning set forth in Section

8.1.



          1.8.   "CONTROL" or "CONTROLLED" means possession of the ability to

grant access to or a license or sublicense as provided for herein without

violating the terms of any agreement or other arrangement with any third party.



          1.9.   "DEVELOPMENT PLAN" means a written plan, developed by Genentech

and approved by the JSC pursuant to Section 3 below, for research and/or

development work covered by this Agreement to be performed by the Parties

relating to the Product(s) selected by the JSC, and any modifications to such

plan made by Genentech from time to time in accordance with Section 3 below. Any

and all Development Plan(s) are hereby incorporated by reference into this

Agreement.

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