CONSULTING AGREEMENT



      This Consulting Agreement is made as of October 1, 1981, between Repligen

Corporation (the "Company"), a Delaware corporation having its principal place

of business at 50 Staniford Street, Boston, Massachusetts 02114 and Dr. Paul R.

Schimmel (the "Consultant") of 44 Sanderson Road, Lexington, Massachusetts

02173.



      Consultant is a founding stockholder of the Company and has developed

expertise in recombinant DNA technology which he desires to make available to

the Company. The Company desires to obtain the benefit of Consultant's expertise

in recombinant DNA technology.



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

is hereby acknowledged, Consultant and the Company agree as follows:



1. CONSULTING SERVICES



      This Agreement shall have an initial term of five years beginning on

October 1, 1981, and continuing until September 30, 1986. Thereafter, this

Agreement shall be automatically extended for successive terms of one year each

unless written notice that this Agreement shall terminate on the next

anniversary date is given by one party to the other at least 90 days before that

date.



      During the term of this Agreement, the Company agrees to pay Consultant a

monthly consulting fee of $2,000 per month through July 1982 and $1,000 per

month thereafter, payable on or about the first day of each month, far

consulting services to be provided by him under this Agreement. The monthly

consulting fee may be increased upon annual review by a majority of the

disinterested members of the Board of Directors of the Company.



      In addition to the payment of such consulting fees, the Company will

reimburse Consultant for all travel and living expenses incurred by him as a

result of his performance of consulting services under this Agreement. The

Company shall also provide Consultant with an automobile for use on the

Company's business and will pay all insurance, maintenance and operating

expenses associated therewith.



      In consideration of the payment of the monthly consulting fee described

above, Consultant agrees to make himself available not less than two days each

month to consult with officers and scientists of the Company as requested from

time to time by an appropriate official of the Company and at specific dates

mutually agreed upon in advance.



      Consultant agrees that (i) during the term of this Agreement and (ii) for

a period of up to one year immediately following the termination of this

Agreement for any reason if, at the option of the Company, it pays Consultant,

in a lump sum, an amount equal to 90% of the consulting fees paid to him by the

Company for the preceding 12 months, Consultant shall not directly or

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