OXIGENE INC
TERMINATION AGREEMENT WITH BMS
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<TYPE>EX-10
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<FILENAME>exh1014.txt
<DESCRIPTION>TERMINATION AGREEMENT WITH BMS
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                                                                   Exhibit 10.14

                              TERMINATION AGREEMENT

     THIS  TERMINATION  AGREEMENT  (this  "Agreement")  is  entered  into  as of
February 15, 2002 (the  "Effective  Date"),  by and between OXiGENE Europe AB, a
company duly  organized and existing under the laws of Sweden and having offices
at Blasieholmsgatan 2c, S-111 48 Stockholm,  Sweden, for and on behalf of itself
and its Affiliates ("OXiGENE"), and Bristol-Myers Squibb Company, a company duly
organized  and  existing  under the laws of the  State of  Delaware  and  having
offices  at Route  206 and  Province  Line  Road,  Princeton,  New  Jersey,  USA
08543-4000, for and on behalf of itself and its Affiliates ("BMS").

                             PRELIMINARY STATEMENTS

     A.  OXiGENE and BMS entered into that certain  Research  Collaboration  and
License Agreement, dated as of December 15, 1999 (the "License Agreement").

     B. By a letter dated  October 24, 2001,  BMS informed  OXiGENE that BMS was
exercising  its right under  Section 15.4 of the License  Agreement to terminate
the License  Agreement in its entirety  effective  April 24, 2002 or any earlier
date upon which OXiGENE and BMS may agree.

     C. In accordance with Section 15.5(a) of the License Agreement, OXiGENE and
BMS have agreed to terminate the License Agreement upon the terms and conditions
set forth herein.

     NOW, THEREFORE,  in consideration of the foregoing  Preliminary  Statements
and the mutual  promises and covenants set forth herein,  OXiGENE and BMS hereby
agree as follows:

1. TERMINATION OF LICENSE AGREEMENT.

1.1  Termination.  The  parties  hereby  agree  that the  License  Agreement  is
terminated as of the Effective Date.

1.2 Right to Cross-Reference.  BMS shall permit OXiGENE to cross-reference  BMS'
U.S.  IND No.  61,112  in its  entirety  solely  in  connection  with  OXiGENE's
development  of  Licensed  Products  (or other  products  that would  constitute
Licensed Products,  but for the expiration of the relevant  five-year  period(s)
referred  to in clause  (i) of  Section  3.1(g))  pursuant  to Section 3 hereof.
Within  10 days  after  the  Effective  Date,  BMS  shall  file with the FDA all
documents  required authorize OXiGENE to cross reference BMS U.S. IND No. 61,112
in its entirety for such purpose.  BMS  represents  and warrants to OXiGENE that
such IND is the only IND,  NDA or other  regulatory  filing  made or filed  with
respect to any Collaboration Compound or Covered Product.

1.3 Survival.

(a) Except to the extent provided herein,  and except for Section 15.2, 15.5 and
15.6 of the License  Agreement,  which shall terminate  notwithstanding  Section
15.8(b) of the License  Agreement and irrespective of Section 4.15 hereof,  this
Agreement shall not supersede,  modify or otherwise affect the provisions of the
License  Agreement that expressly  survive the  termination,  relinquishment  or
expiration of the License  Agreement,  which provisions of the License Agreement
shall continue in full force and effect.

(b) Notwithstanding Section 1.3(a) and the parties' continuing obligations under
Section 12 of the  License  Agreement,  OXiGENE  shall be  permitted  to provide
Confidential  Information of BMS to any third party under  appropriate terms and
conditions,  including confidentiality  provisions equivalent to those set forth
in  the  License   Agreement,   for   consulting,   manufacturing   development,
manufacturing,  external testing, marketing trials and sublicensing or potential
sublicensing,  in each case solely with respect to a  Collaboration  Compound(s)
and/or Licensed Product(s);  provided, however, that OXiGENE shall encourage any
such third party to validate and confirm the accuracy  and  completeness  of any
such Confidential Information of BMS that OXiGENE elects to disclose pursuant to
this Section  1.3(b);  and provided,  further,  that BMS shall have no liability
with respect to OXiGENE or any such third party,  either directly or indirectly,
in  connection  with the  receipt,  use or reliance  upon any such  Confidential
Information of BMS.

1.4 Representation  and Warranty.  BMS represents and warrants that, to the best
of BMS' knowledge,  (i) the Transferred Materials, the technical information and
documentation listed on Exhibit B and the Licensed Patents constitute all of the
BMS Collaboration  Technology and all of the data, reports,  records,  materials
and  other  intellectual  property  owned or  controlled  by BMS)  that  relates
directly and primarily  (whether or not exclusively) to Collaboration  Compounds
and/or  Covered  Products;  and  (ii)  in  the  case  of the  Licensed  Patents,
constitute  all of the pending  patent  applications  that relate  directly  and
primarily (whether or not exclusively) to Collaboration Compounds and/or Covered
Products as to which former and/or  current BMS employees (in their  capacity as
employees  of BMS) are  either the only  inventors  or  co-inventors  along with
former and/or current employees of OXiGENE. BMS covenants and agrees to transfer
or  license  to  OXiGENE,  without  additional  consideration,   any  additional
intellectual  property  (including  patent  applications or patents)  materials,
data, reports or records that are subsequently discovered to relate directly and
primarily  to  Collaboration  Compounds or Covered  Products.  This Section 1.4,
however,  shall not pertain to the subject matter of Section 2.4, which shall be
governed solely by Section 2.4.

1.5 Definitions.  As used in this Section 1, the terms "Collaboration Compound,"
"Confidential   Information,"   "Covered   Product,"   and  "BMS   Collaboration
Technology"  shall  have  the  respective  meanings  set  forth  in the  License
Agreement.

2. TRANSFER OF SUPPLIES.

2.1 Generally.  OXiGENE hereby agrees to receive from BMS, and BMS hereby agrees
to  transfer  to  OXiGENE,  the  quantities  of the  compounds  set forth on the
attached Exhibit A ( "Transferred Materials").  OXiGENE shall pay BMS the sum of
US$169,950  (the  "Transfer  Payment")  as a  reimbursement  of  BMS'  costs  of
acquiring the Transferred Materials.

2.2 Shipment.

(a)  BMS  shall  package  and  ship,  in  accordance   with  OXiGENE's   written
instructions,  the  Transferred  Materials.  Risk of loss  with  respect  to the
Transferred  Materials shall shift to OXiGENE upon BMS' deposit thereof with the
common  carrier  selected by OXiGENE.  OXiGENE shall bear, and BMS shall invoice
OXiGENE for, all costs of any special packaging required or requested by OXiGENE
and of such shipment.

(b) Simultaneously  with BMS' shipment of the Transferred  Materials,  BMS shall
transmit  to  OXiGENE a  package  of  technical  information  and  documentation
concerning same, the contents of which are outlined on the attached Exhibit B.

2.3  Invoicing;  Payment.  BMS shall be  entitled  to  invoice  OXiGENE  for the
Transfer  Payment and permitted costs under Section 2.2(a) after the shipment of
the Transferred  Materials in accordance  with Section 2.2.  Payment of any such
invoice(s)  shall be due within 30 days.  OXiGENE  shall be liable for all taxes
arising from the purchase and sale of the Transferred Materials other than taxes
imposed on the gross income of BMS or any of its Affiliates.

2.4 Future  Purchases.  BMS may, but shall not be required to,  maintain some or
all  of  its  current  inventory  of  cis-CA4P  wet  cake  that  was  originally
manufactured by Aerojet.  OXiGENE acknowledges that the quality of such material
has previously been disclosed to OXiGENE by BMS. OXiGENE may, from time to time,
request  BMS to  sell  OXiGENE  quantities  of  such  material  upon  terms  and
conditions that the parties shall agree to. BMS shall not unreasonably  deny any
such requests by OXiGENE,  so long as BMS continues to maintain such  inventory.
During the 12-month  period  immediately  following the  Effective  Date, if BMS
determines to dispose of such inventory, BMS will give OXiGENE at least 30 days'
prior written notice thereof, and OXiGENE shall have the right to acquire any or
all of such inventory upon terms and conditions that the parties shall agree to.

2.5 Representations and Warranties; Disclaimer.

(a) BMS represents and warrants that it owns the  Transferred  Materials and any
other  materials that OXiGENE may purchase  pursuant to this Section 2, and that
BMS has the right to sell same to OXiGENE  and that BMS will  furnish to OXiGENE
all  information in its possession or control  concerning the safety and quality
of the Transferred Materials and such other materials.

(b) EXCEPT AS  EXPRESSLY  PROVIDED IN SECTIONS  1.4 AND  2.5(a),  BMS  EXPRESSLY
DISCLAIMS  ALL  OTHER  WARRANTIES,  EXPRESS  OR  IMPLIED,  WITH  RESPECT  TO THE
TRANSFERRED    MATERIALS,    INCLUDING   WITHOUT   LIMITATION    WARRANTIES   OF
MERCHANTABILITY,  FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD
PARTY RIGHTS, OR ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE PRACTICE.

3. PATENT LICENSES.

3.1 Definitions.  For purposes of this Agreement, the following terms shall have
the following respective meanings unless the context dictates otherwise.

(a) "Field" shall mean the  prevention,  diagnosis,  control or treatment of any
human or animal disease or condition by use of a Licensed Product(s),  either as
a single agent or in combination with any other therapy.

(b) "First  Commercial  Sale" shall mean, with respect to any Licensed  Product,
the first sale for use or  consumption  by the general  public of such  Licensed
Product in a country  after all required  marketing and pricing  approvals  have
been granted, or otherwise permitted,  by the governing health authority of such
country.  "First  Commercial  Sale" shall not  include the sale of any  Licensed
Product  for use in  clinical  trials  or for  compassionate  use  prior  to the
approval of an NDA;  provided,  however,  that if and to the extent that OXiGENE
receives  remuneration  for any such  compassionate  use or named patient sales,
OXiGENE shall pay royalties thereon in accordance with Section 3.7.

(c) "Licensed Patents" shall mean the letters patent and patent applications set
forth  on the  attached  Exhibit  C,  as  well  as any  and  all  substitutions,
extensions,   renewals,   continuations,    continuations-in-part,    divisions,
patents-of-addition   and/or  reissues   thereof  and  all  foreign  and/or  PCT
counterparts thereto.

(d) "Licensed  Product" shall mean any  pharmaceutical  product the manufacture,
sale or use of which in the  jurisdiction in which it is manufactured or sold is
covered by a Valid Claim of any Licensed Patent.

(e) "Major Market" shall mean the United  States,  France,  Germany,  the United
Kingdom, the European Union (as a whole) or Japan.

(f) "Net Sales"  shall mean,  with respect to any  Licensed  Product,  the gross
amount invoiced to third parties by OXiGENE, its Affiliates or its sublicensees,
as the case  may be,  for  such  Licensed  Product,  commencing  with the  First
Commercial  Sale of such Licensed  Product,  less deductions for: (i) reasonable
and customary  trade,  quantity  and/or cash discounts  actually  granted;  (ii)
reasonable and customary  credits,  refunds and allowances  (including,  without
limitation,  cash, credit and free goods  allowances)  actually allowed or given
for  chargebacks,  retroactive  price  reductions,  billing  erros  and  rebates
(including,  without  limitation,  government-mandated  and  managed  healthcare
negotiated  rebates);  (iii)  credits and refunds for  Licensed  Product that is
rejected, spoiled, damaged, outdated or returned actually allowed or given; (iv)
freight,  postage,  shipping insurance and other  transportation  costs actually
incurred  in  transporting  Licensed  Product to a Third  Party;  and (v) taxes,
tariffs,  customs duties,  sucharges and other governmental  charges incurred in
connection with the sale,  exportation or importation of Licensed Product.  Such
amounts  shall  be  determined  from the  books  and  records  of  OXiGENE,  its
Affiliates  or its  sublicensees,  as the case may be,  maintained in accordance
with the generally accepted accounting principles, consistently applied.

     Notwithstanding  the foregoing,  in the event a Licensed Product is sold in
conjunction with another  proprietary active component so as to be a combination
product (whether packaged together or in the same therapeutic formulation),  Net
Sales  shall be  calculated  by  multiplying  the Net Sales of such  combination
product by a fraction,  the numerator of which shall be the fair market value of
the  Licensed  Product as if sold  separately  (determined  in  accordance  with
generally accepted accounting principles), and the denominator of which shall be
the aggregate fair market value of all the proprietary active components of such
combination product,  including the Licensed Product, as if sold separately.  In
the event no such  separate  sales are made by OXiGENE,  its  Affiliates  or its
sublicensees,  Net Sales of the  combination  product  shall be  calculated in a
manner to be negotiated  and agreed upon by the parties,  reasonably and in good
faith, prior to any sale of such combination product,  which shall be based upon
the respective  estimated commercial values of the proprietary active components
of such combination product.

     Notwithstanding  the  foregoing,  in connection  with (X) any sale or other
disposition of Licensed Product that is not a bona fide, arms length transaction
for money,  or (Y) any other use of Licensed  Product that does not result in or
give rise to sales  revenue  that is  customary in the country in which such use
takes  place  (except as  provided  in the next  paragraph),  Net Sales shall be
calculated  at the relevant open market price in the country in which such sale,
disposition   or  use  takes  place,   or,  if  such  price  is  not  reasonably
ascertainable,  at a reasonable price, assessed on an arms length basis, for the
goods and/or services received in consideration of the sale,  disposition or use
of Licensed Product.

     OXiGENE's or any of its Affiliate's transfer of Licensed Product to another
Affiliate  or a  sublicensee  shall not  result in any Net  Sales,  unless  such
Licensed  Product is consumed by such  Affiliate or sublicensee in the course of
its commercial  activities.  In such case, Net Sales shall occur upon such other
Affiliate's  or  sublicensee's  sale of such Licensed  Product to a third party.
Further, the disposition of Licensed Product for, or the use of Licensed Product
in,  pre-clinical  or clinical  (Phase I - III)  trials or other  market-focused
(Phase IV or V) trials or free samples shall not result in any Net Sales.

(g) "Valid Claim" shall mean (i) a pending claim in any patent  application that
has not been  pending  for more than five  years,  or (ii) a claim of any issued
letters patent that, in each case, has not been held invalid or unenforceable by
final   decision  of  a  court  or  other   governmental   agency  of  competent
jurisdiction, unappealable or unappealed within the time allowed for appeal, and
that is not admitted to be invalid or unenforceable through reissue,  disclaimer
or otherwise.

3.2 Representations and Warranties of BMS; Disclaimer.

(a) BMS represents and warrants to OXiGENE that, as of the Effective Date:

(i)  With respect to any of the  Licensed  Patents that BMS does not jointly own
     with OXiGENE, BMS and/or its Affiliates are the owner of, or have exclusive
     rights to, all of such  Licensed  Patents and have the  exclusive  right to
     grant the licenses therefor granted under this Section 3;

(ii) With  respect to any of the  Licensed  Patents  that BMS jointly  owns with
     OXiGENE,  BMS and/or its Affiliates  have the exclusive  right to grant the
     licenses  granted  under this Section 3 with  respect to BMS'  interests in
     such Licensed Patents;

(iii)All of the Licensed  Patents  consist of either  patent  applications  that
     have been filed and are pending and  actively  being  prosecuted  as of the
     Effective  Date, or issued letters patent that are in full force and effect
     and have been maintained through the Effective Date;

(iv) BMS is not aware of any claim or demand  asserted or  threatened by a third
     party  which BMS  reasonably  believes  can be  enforced  by a third  party
     against any Licensed Patents; and

(v)  BMS has not  entered  into any  agreement  with any third party which is in
     conflict  with the rights  granted to OXiGENE  under to this Section 3, and
     the execution and performance of this Agreement by BMS do not and shall not
     violate any agreement or undertaking to which BMS is a party.

(b) EXCEPT AS  EXPRESSLY  PROVIDED IN SECTIONS  1.4 AND  3.2(a),  BMS  EXPRESSLY
DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE LICENSED
PATENTS, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR
A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, OR ARISING FROM
A COURSE OF DEALING OR USAGE OF TRADE PRACTICE.

3.3 Grant.  BMS hereby grants OXiGENE an exclusive  (even as to BMS,  subject to
Section  3.9(b)),  world-wide,  royalty-bearing  right and license in the Field,
with the right to grant  sublicenses  subject  to the  terms of this  Agreement,
under BMS' respective interests in the Licensed Patents, to develop,  make, have
made, use, sell, offer for sale, have sold, import and export Licensed Products.

3.4 Sublicensing.

(a) OXiGENE shall  guarantee and be  responsible  for the making of all payments
due,  and the making of reports  required,  under  this  Agreement  by reason of
milestones  achieved  with  respect  to any  Licensed  Product  and sales of any
Licensed Products by its Affiliates or sublicensees and their diligent discharge
of OXiGENE's  obligations  under,  and compliance with all applicable  terms of,
this Agreement.  Each Affiliate or sublicensee of OXiGENE shall agree in writing
to keep books and  records,  and permit  BMS to review  such books and  records,
pursuant to the  relevant  provisions  of, and to observe  all other  applicable
terms of, this  Agreement.  The rights of BMS under this Agreement are preserved
in connection  with any such  sublicensing.  OXiGENE shall promptly  provide BMS
with notice of any sublicense granted hereunder.

(b) OXiGENE  hereby  unconditionally  guarantees  the  performance of any of its
Affiliates  and its  sublicensees  hereunder.  In the  event of a  breach  by an
Affiliate or  sublicensee  of OXiGENE in the  observance of applicable  terms of
this  Agreement,  BMS shall be entitled to proceed against either such Affiliate
or sublicensee  or directly  against  OXiGENE,  as BMS may determine in its sole
discretion, to enforce this Agreement.

3.5 License Fees.

(a) In partial consideration of the rights and licenses granted to OXiGENE under
this  Section  3  (collectively,  the  "Licenses"),  within  10 days  after  the
execution  of  this   Agreement   OXiGENE   shall  pay  BMS  a   non-refundable,
non-creditable  initial  license  fee  in  the  amount  of  US$180,000.  OXiGENE
acknowledges  that  the  amount  payable  under  this  Section  3.5(a)  has been
negotiated  in a manner  such that BMS  shall be deemed to have paid all  patent
prosecution  expenses  payable by BMS under the License  Agreement that have not
been paid as of the Effective Date.

(b) In  partial  consideration  of the  Licenses,  within  180  days  after  the
execution  of  this   Agreement   OXiGENE   shall  pay  BMS  a   non-refundable,
non-creditable additional license fee in the amount of US$200,000.

3.6 Patent Prosecution  Milestone Payments by OXiGENE. In partial  consideration
of the Licenses, OXiGENE shall pay BMS the following milestone payments upon the
first occurrence of each event set forth below:

(i)  US$300,000 upon the issuance of the first notice of allowance, in any Major
     Market, with respect to any claim of U.S. patent application  09/950,500 or
     any    substitution,    continuation,    continuation-in-part,    division,
     patent-of-addition,  or foreign  counterpart  to any of the foregoing  that
     covers the CA4P TRIS salt and/or any  pharmaceutical  composition  thereof;
     and

(ii) US$400,000  upon the  issuance of the first  letters  patent,  in any Major
     Market, with respect to any claim of U.S. patent application  09/950,500 or
     any    substitution,    continuation,    continuation-in-part,    division,
     patent-of-addition,  or foreign  counterpart  to any of the foregoing  that
     covers the CA4P TRIS salt and/or any pharmaceutical composition thereof.

Each of the foregoing payments shall be made within 30 days after achievement of
such  milestone.  For the avoidance of doubt,  after OXiGENE has made any of the
foregoing  payments  with  respect to any claim,  OXiGENE  shall have no further
obligation to make such payment with respect to any other claim.

3.7 Royalties.

(a) In partial consideration of the Licenses, OXiGENE shall pay BMS a royalty on
Net Sales of each Licensed  Product,  commencing on the First Commercial Sale of
each Licensed  Product by OXiGENE,  its  Affiliates or its  sublicensees,  in an
amount equal to two percent of the world-wide Net Sales of such Licensed Product
by  OXiGENE,  its  Affiliates  and  its  sublicensees  during  the  term of this
Agreement.

(b) The  obligation  to pay  royalties  to BMS under this Section 3.7 is imposed
only once with respect to the same unit of Licensed  Product,  regardless of the
number of Licensed Patents pertaining thereto.

3.8 Payment and Reports.

(a) Except as  otherwise  provided  in this  Agreement,  all  royalty  and other
payments due hereunder  shall be paid quarterly  within 45 days after the end of
each calendar  quarter.  Each such payment shall be  accompanied by a statement,
Licensed  Product-by-Licensed  Product and country-by-country,  of the amount of
Net Sales during such quarter and the amount of royalties due on such Net Sales.

(b) OXiGENE shall make all payments required under this Agreement as directed by
BMS from time to time, in U.S. Dollars.  All royalties due hereunder shall first
be determined  in the currency of the country in which the Licensed  Products in
question were sold and then converted into equivalent  U.S. funds.  The exchange
rate for such conversion shall be that rate quoted in The Wall Street Journal on
the last business day of the applicable reporting period.

(c)  OXiGENE,  its  Affiliates  and its  sublicensees  shall keep  complete  and
accurate  records  pertaining to the sale of Licensed  Products and covering all
transactions  from which Net Sales are  derived  for a period of three  calendar
years after the year in which such sales occurred,  and in sufficient  detail to
permit BMS to confirm the accuracy of royalty payments due hereunder.

(d) At the request and expense (except as provided below) of BMS,  OXiGENE,  its
Affiliates and its  sublicensees  shall permit an independent,  certified public
accountant appointed by BMS and reasonably  acceptable to OXiGENE, at reasonable
times  and upon  reasonable  notice,  to  examine  those  records  and all other
material  documents  relating to or relevant to Net Sales in the  possession  or
control of OXiGENE,  its Affiliates or its  sublicensees,  for a period of three
years after such  royalties  have accrued.  The results of any such  examination
shall be made  available to both parties.  If, as a result of any  inspection of
the books and records of OXiGENE,  its  Affiliates  or its  sublicensees,  it is
shown that  OXiGENE's  royalty  payments under this Agreement were less than the
amount  which  should  have been paid,  then  OXiGENE  shall  make all  payments
required to eliminate any discrepancy revealed by said inspection within 45 days
after BMS' demand  therefor.  Furthermore,  if the  aggregate  royalty  payments
OXiGENE made were less than 95% of the amount which should have been paid during
the period in question,  OXiGENE  shall also  reimburse  BMS for the  reasonable
out-of-pocket  cost of such  inspection and shall pay interest on the deficiency
pursuant to Section 3.8(g).

(e) In the event that  OXiGENE is  required  to  withhold  any tax to the tax or
revenue  authorities in any country in connection with any payment to BMS due to
the laws of such  country,  such amount  shall be  deducted  from the royalty or
other  payment to be made by OXiGENE,  and OXiGENE shall notify BMS and promptly
furnish BMS with copies of any tax certificate or other documentation evidencing
such  withholding.  Each  party  agrees to  cooperate  with the  other  party in
claiming  exemptions from such deductions or withholdings under any agreement or
treaty from time to time in effect.

(f) If at any time legal  restrictions  prevent  OXiGENE's prompt  remittance of
part or all of the  royalties  due with respect to any country  where a Licensed
Product is sold,  OXiGENE shall  convert the amount owed to BMS into U.S.  funds
and shall pay BMS directly from  OXiGENE's  U.S.  source of funds for the amount
impounded. OXiGENE shall then pay all future royalties due to BMS from OXiGENE's
U.S.  source of funds so long as the legal  restrictions  of this Section 3.8(f)
still apply.

(g) In the event that any payment  OXiGENE is required to make  hereunder is not
made within 30 days after such payment was  originally  due,  OXiGENE  shall pay
interest  on the past due amount as follows at the rate of 12% per annum,  until
payment in full is made.

3.9 Intellectual Property Matters; Prosecution of Licensed Patents.

(a) From and after the Effective Date OXiGENE shall have sole responsibility for
preparing, filing, prosecuting,  maintaining and enforcing all Licensed Patents,
at its sole cost and expense.  Following  the  execution of this  Agreement  the
parties shall make  arrangements for the prompt,  orderly transfer to OXiGENE of
all files, papers and information in BMS' possession and control relating to the
Licensed Patents.

(b) In the event that OXiGENE wishes to abandon the prosecution,  maintenance or
enforcement  of any Valid  Claim(s)  of any  Licensed  Patent  other than in the
ordinary course of agreeing on the language of claims with any patent office, it
shall  promptly  notify  BMS of such wish and  shall,  if so  requested  by BMS,
execute an  instrument  canceling  the  license  granted  to OXiGENE  under this
Section 3 with respect to such Valid  Claim(s) and expressly  permitting  BMS to
continue such prosecution, maintenance and/or enforcement, at BMS' sole cost and
expense.

(c) OXiGENE shall have sole  responsibility for defending against,  or otherwise
disposing of, any claim of, or action for,  infringement of any patents owned or
licensed by third parties which is  threatened,  made or brought  against either
party by reason of OXiGENE's,  or its Affiliates' or sublicensees'  exploitation
of the  rights  granted  to OXiGENE  under  this  Agreement  or by reason of the
manufacture,  use or sale of any  Licensed  Products;  provided,  however,  that
OXiGENE  shall not have any such  responsibility  with  respect  to any claim or
action to the extent it arises from BMS' exploitation of any of its interests in
the Licensed Patents prior to or after the Effective Date.

(d) At OXiGENE's request, BMS shall provide reasonable  assistance to OXiGENE in
the activities set forth in Sections  3.9(a),  3.9(c) and 3.10(a),  including by
providing  access to  personnel  and records of BMS  pertaining  to the Licensed
Patents,  provided that the rendering of such assistance  does not  unreasonably
interfere with the conduct of BMS' business in the ordinary course.

3.10 Patent Enforcement.

(a)  OXiGENE  shall  have the  right,  but not the  duty,  to  institute  patent
infringement   actions  against  third  parties  with  respect  to  any  alleged
infringement  of  the  Licensed  Patents.  BMS  shall  execute  all  reasonable,
necessary and proper  documents  and take such  reasonable  actions  (other than
allowing itself to be named as a party in any litigation or alternative  dispute
resolution  proceeding,  and  provided  that the taking of such actions does not
require  BMS to  expend  more  than  incidental  sums  of  money  and  does  not
unreasonably interfere with the conduct of BMS' business in the ordinary course)
as shall be appropriate to allow OXiGENE to institute and prosecute infringement
actions under this Section 3.10.

(b) The costs and expenses of bringing and maintaining any  infringement  action
under Section 3.10(a) shall be borne solely by OXiGENE. To the extent BMS agrees
to take any action  pursuant to Section 3.10(a) that requires BMS to expend more
than  incidental sums of money,  OXiGENE shall reimburse BMS therefor,  promptly
after receiving an invoice(s) from BMS.

(c)  Any  award  or  compensation  (including  the  fair  market  value  of  any
non-monetary compensation) paid by third parties as a result of any infringement
action brought by OXiGENE under Section 3.10(a) (whether by way of settlement or
otherwise) shall be allocated first to reimbursement of OXiGENE for all expenses
incurred  by  it  in  connection  with  such  action.  Any  remaining  award  or
compensation  shall be  allocated  to OXiGENE;  provided,  however,  that to the
extent  any such  award or  compensation  (including  the fair  market  value of
non-monetary compensation) shall relate to the sale of any compounds or products
that infringe upon any Licensed  Patent  (and/or to lost revenue or profits with
respect to any Licensed  Product),  then OXiGENE shall pay BMS a royalty thereon
in substantial  accordance with Section 3.7, the exact amount of such royalty to
be calculated in a manner agreed upon by the parties.

3.11 Indemnification by OXiGENE.

(a) OXiGENE shall indemnify and hold BMS and its Affiliates and their respective
directors, officers, employees and agents, harmless from and against any and all
liabilities,  damages, losses, costs and expenses (including the reasonable fees
of attorneys and other professionals and other reasonable  litigation  expenses)
arising out of or resulting from:

(i)  the  negligence,  recklessness  or intentional  misconduct of OXiGENE,  its
     Affiliates or its sublicensees and their  respective  directors,  officers,
     employees and agents,  in connection with OXiGENE's  exercise of any of its
     rights hereunder;

(ii) any and all product liability claims resulting from the development  and/or
     commercialization of any Licensed Product by OXiGENE, its Affiliates or its
     sublicensees; or

(iii)any  warranty  claims,  Licensed  Product  recalls  or any tort  claims  of
     personal injury (including death) or property damage relating to or arising
     out of the manufacture,  use,  distribution or sale of any Licensed Product
     by OXiGENE,  its  Affiliates  or its  sublicensees  due to any  negligence,
     recklessness or intentional misconduct by, or strict liability of, OXiGENE,
     its  Affiliates  or  its  sublicensees,  and  their  respective  directors,
     officers,  employees and agents,  except,  in each case, to the comparative
     extent  such  claim  arose  out  of  or  resulted   from  the   negligence,
     recklessness  or intentional  misconduct of BMS or its Affiliates and their
     respective directors, officers, employees and agents.

For the  avoidance  of  doubt,  it is  acknowledged  that (a)  except  as may be
otherwise provided in the License Agreement, OXiGENE shall have no obligation to
indemnify BMS for any claims  resulting from,  arising out of or relating to the
conduct of any  clinical  trial by BMS;  and (b) BMS'  obligation  to  indemnify
OXiGENE for any such claim under  Section  14.1 of the License  Agreement  shall
continue in effect.

(b) In the event that any person entitled  thereto (an  "indemnitee") is seeking
indemnification under Section 3.11(a), such indemnitee shall inform OXiGENE of a
claim as soon as reasonably  practicable after the indemnitee receives notice of
the claim,  shall permit OXiGENE to assume  direction and control of the defense
of the claim  (including  the sole right to settle it at the sole  discretion of
OXiGENE,  provided that such settlement does not impose any material  obligation
on the  indemnitee  or BMS) and shall  cooperate as requested (at the expense of
OXiGENE) in the defense of the claim (including,  without  limitation,  granting
OXiGENE  limited  access to  pertinent  records  and making  persons  under such
indemnitee's control available for interview and testimony).

(c) As the  parties  intend  complete  indemnification,  all costs and  expenses
incurred by any  indemnitee  to enforce this Section 3.11 shall be reimbursed by
OXiGENE.

3.12 Term; Termination.

(a) The term of the Licenses shall commence as of the Effective Date and, unless
sooner terminated as provided hereunder, shall expire as follows:

(i)  As to each Licensed Product in each country, the Licenses shall expire upon
     the  expiration of the last of the Valid Claims of the Licensed  Patents to
     expire with respect to such Licensed Product in such country.

(ii) The Licenses shall expire in their entirety upon the termination of the all
     Valid Claims of all Licensed Patents with respect to all Licensed  Products
     in all countries.

(b) Following the expiration of the Licenses with respect to a Licensed  Product
in  a  country   pursuant  to  Section   3.12(a)(i),   OXiGENE  shall  have  the
royalty-free,  perpetual right to continue to make, have made, use, sell,  offer
for sale, have sold and export such Licensed Product in such country.  Following
the  expiration  of  all  Licenses  in  their   entirety   pursuant  to  Section
3.12(a)(ii), OXiGENE shall have the royalty-free, perpetual right to continue to
make,  have made,  use, sell,  offer for sale, have sold and export all Licensed
Products in all countries.

(c) Each party shall have the right to terminate  the  Licenses,  upon notice to
the other party,  in the event that such other party  materially  defaults  with
respect to any of its material  obligations  under this  Agreement  and does not
cure  such  default  within  60 days  after  the  receipt  of a notice  from the
non-breaching  party specifying the nature of, and requiring the remedy of, such
default (or, if such default cannot be cured within such 60-day  period,  if the
breaching party does not commence and diligently  continue  actions to cure same
during such 60-day  period).  Any  termination  pursuant to this Section 3.12(c)
shall be without  prejudice  to any of the  non-breaching  party's  other rights
under this Agreement,  and in addition to any other remedies  available to it by
law or in equity.

(d) Provided that OXiGENE is not in material breach of any obligation under this
Agreement at the time of any  termination  of the  Licenses  pursuant to Section
3.12(c),  OXiGENE shall have the right for one year thereafter to dispose of all
Licensed  Product  then in its  inventory  and to  complete  manufacture  of and
dispose  of  any  work-in-progress  then  being  manufactured,  as  though  this
Agreement had not terminated. OXiGENE shall pay royalties thereon, in accordance
with  the  provisions  of this  Agreement,  as  though  this  Agreement  had not
terminated.

(e)  Upon any  termination  of any of the  Licenses,  all  relevant  sublicenses
granted by OXiGENE under this Agreement shall terminate simultaneously, subject,
nevertheless, to Section 3.12(d).

(f) Termination,  relinquishment  or expiration of this Agreement for any reason
shall be without prejudice to any rights which shall have accrued to the benefit
of either party prior to such termination,  relinquishment  or expiration.  Such
termination,  relinquishment  or expiration  shall not relieve either party from
obligations which are expressly  indicated to survive  termination or expiration
of this Agreement.

(g)  Termination,  relinquishment  or  expiration  of this  Agreement  shall not
terminate a party's  obligation  to pay all  royalties,  milestone  payments and
other  monetary  obligations  that  may  have  accrued  hereunder  prior to such
termination.  All of the parties' rights and obligations  under Sections 1, 2.3,
2.4(b), 2.5, 3.2(b), 3.4, 3.8, 3.11, 3.12(b),  (f) and (g), 4.3, 4.6, 4.12, 4.13
and 4.14 shall survive termination, relinquishment or expiration hereof.

4. MISCELLANEOUS.

4.1 Definition. For purposes of this Agreement, "Affiliate" have the meaning set
forth in the License Agreement.

4.2  Relationship of Parties.  Nothing in this Agreement is intended or shall be
deemed  to  constitute  a  partnership,  agency,  employment  or  joint  venture
relationship between the parties.  Neither party shall be entitled to, or shall,
incur any debts or make any commitments for the other,  except to the extent, if
at all, specifically provided herein.

4.3 Guaranty. OXiGENE, Inc. hereby unconditionally guaranties the performance of
all  obligations  of OXiGENE Europe AB under this  Agreement.  In the event of a
breach by OXiGENE  Europe AB in the  observance of the terms of this  Agreement,
BMS shall be entitled to proceed  against  either  OXiGENE Europe AB or directly
against OXiGENE,  Inc., as BMS may determine in its sole discretion,  to enforce
this Agreement.

4.4 Assignment.

(a)  Each  party  shall be  entitled  to  assign  this  Agreement  to any of its
Affiliates  upon 60 days' prior  written  notice to the other  party;  provided,
however,  that in the event of any such  assignment,  the assigning  party shall
remain  jointly  and  severally  liable with  respect to all of its  obligations
hereunder, and in the event of any default relating to any such obligations, the
other  party  shall be entitled to proceed  against  either  such  Affiliate  or
directly  against the assigning  party, as such other party may determine in its
sole discretion, to enforce this Agreement.

(b) Except as provided  in Section  4.4(a),  neither  party shall be entitled to
assign its rights  hereunder  without the express  written  consent of the other
party,  except that each party may assign this  Agreement to any assignee of all
or substantially  all of such party's business (or that portion thereof to which
this Agreement relates) or in the event of such party's merger, consolidation or
similar transaction.

(c) No assignment  contemplated  by this Section 4.4 shall be valid or effective
unless and until the  assignee/transferee  shall agree in writing to be bound by
the provisions of this Agreement.

4.5 Further  Actions.  Each party shall  execute,  acknowledge  and deliver such
further  instruments,  and take all such  other  acts,  as may be  necessary  or
appropriate in order to carry out the purposes and intent of this Agreement.

4.6 Notice.  Any notice or request required or permitted to be given under or in
connection with this Agreement shall be deemed to have been  sufficiently  given
if in writing and personally delivered or sent by certified mail (return receipt
requested),  facsimile  transmission  (receipt  verified),  or overnight express
courier  service  (signature  required),  prepaid,  to the party for which  such
notice is intended, at the address set forth for such party below:

(i) In the case of BMS, to:

                           Bristol-Myers Squibb Company
                           P.O. Box 4000
                           Route 206 & Province Line Road
                           Princeton, New Jersey 08543-4000
                           USA
                           Attention: Vice President & Senior Counsel,
                                      Pharmaceutical Research Institute and
                                      Worldwide Business Development
                           Facsimile No.:  609-252-4232

(ii) In the case of OXiGENE, to:

                           OXiGENE Europe AB
                           c/o OXiGENE, Inc.
                           321 Arsenal Street
                           Watertown, Massachusetts  02472
                           Attention:  President
                           Facsimile No.:  617-924-9229

or to such  other  address  for such party as it shall  have  specified  by like
notice to the other party, provided that notices of a change of address shall be
effective  only upon actual  receipt  thereof.  If  delivered  personally  or by
facsimile  transmission,  the date of delivery shall be deemed to be the date on
which such notice or request was given.  If sent by  overnight  express  courier
service,  the date of delivery shall be deemed to be the next business day after
such notice or request was  deposited  with such  service.  If sent by certified
mail,  the date of delivery  shall be deemed to be the fifth  business day after
such notice or request was deposited  with the postal  service in the country of
mailing.

4.7 Use of Name. Except as otherwise  provided herein,  neither party shall have
any  right,  express  or  implied,  to use in  any  manner  the  name  or  other
designation of the other party or any other trade name or trademark of the other
party for any purpose in connection with the performance of this Agreement.

4.8 Waiver.  A waiver by either party of any of the terms and conditions of this
Agreement  in any  instance  shall not be deemed or  construed to be a waiver of
such term or condition for the future, or of any subsequent  breach hereof.  All
rights,  remedies,  undertakings,  obligations and agreements  contained in this
Agreement  shall be  cumulative,  and none of them shall be in limitation of any
other remedy, right, undertaking, obligation or agreement of either party.

4.9 Compliance  with Law.  Nothing in this Agreement shall be deemed to permit a
party to export, re-export or otherwise transfer any Licensed Product sold under
this Agreement without compliance with applicable laws.

4.10  Severability.  When  possible,  each  provision of this  Agreement will be
interpreted  in such manner as to be effective and valid under  applicable  law,
but if any  provision of this  Agreement is held to be  prohibited by or invalid
under  applicable law, such provision shall be ineffective only to the extent of
such  prohibition  or  invalidity,  without  invalidating  the remainder of this
Agreement.

4.11  Amendment.  No amendment,  modification or supplement of any provisions of
this Agreement shall be valid or effective  unless made in writing and signed by
a duly authorized officer of each party.

4.12 Governing Law; English Original; Jurisdiction.

(a) This Agreement  shall be governed by and  interpreted in accordance with the
laws of the State of New Jersey without regard to its choice of law  principles;
provided, however, that any arbitration proceeding conducted pursuant to Section
4.13 shall be governed by the Convention on the  Recognition  and Enforcement of
Foreign Arbitral Awards of June 10, 1958. The English original of this Agreement
shall prevail over any translation hereof.

(b) Without prejudice to the rights and obligations of the parties under Section
4.13, each party hereby consents to the in personam jurisdiction of any state or
federal  court  sitting  in the State of New York  with  respect  to any  matter
arising in connection with this Agreement and further consents to the service of
any process,  notice of motion or other application to any such court or a judge
thereof  outside  the  State  of New York by  registered  or  certified  mail or
personal service, provided that reasonable time is allowed for appearance.  Each
party hereby  waives,  to the  greatest  extent it may do so, any defense it may
have on the  grounds  of  inconvenient  forum  with  respect  to any  action  or
proceeding maintained in any state or federal court in New York.

(c) For  purposes of  consistency,  Section  17.15 of the License  Agreement  is
hereby amended to replace all references  therein to "New Jersey" with the words
"New York."

4.13 Arbitration.

(a) Any dispute  arising out of or relating to any  provisions of this Agreement
shall be finally settled by arbitration to be held in New York, New York,  under
the  auspices  and then  current  commercial  arbitration  rules of the American
Arbitration  Association  (the "AAA").  Such  arbitration  shall be conducted by
three  arbitrators.  Within 30 days after the  commencement of any  arbitration,
each party shall appoint one arbitrator, and these two arbitrators shall jointly
appoint  the  third  arbitrator,   who  shall  have  significant  experience  in
pharmaceutical drug development and commercialization;  provided,  however, that
if the two  arbitrators  appointed  by the  parties are unable to agree upon the
third  arbitrator  within  30 days  after  their  appointment,  then  the  third
arbitrator  shall be  appointed  by the AAA.  The parties  shall  instruct  such
arbitrators  to render a  determination  of any such dispute  within four months
after their  appointment.  All  arbitration  proceedings  shall be  conducted in
English.  Judgment  upon any award  rendered  may be entered in any court having
jurisdiction, or application may be made to such court for a judicial acceptance
of the award and an order of enforcement, as the case may be.

(b) Section  4.13(a) shall not prohibit a party from seeking  injunctive  relief
from a court of competent  jurisdiction  in the event of a breach or prospective
breach of this Agreement by the other party which would cause  irreparable  harm
to the first party.  (c) For purposes of  consistency,  Section  17.16(a) of the
License  Agreement  is hereby  amended  to  replace  the  reference  therein  to
"Philadelphia, Pennsylvania" with the words "New York, New York."

4.14 No  Consequential  Damages.  IN NO EVENT SHALL  EITHER  PARTY OR ANY OF ITS
RESPECTIVE AFFILIATES OR SUBLICENSEES BE LIABLE TO THE OTHER PARTY OR ANY OF ITS
AFFILIATES OR SUBLICENSEES  FOR SPECIAL,  INDIRECT,  INCIDENTAL OR CONSEQUENTIAL
DAMAGES, WHETHER IN CONTRACT,  WARRANTY,  TORT, NEGLIGENCE,  STRICT LIABILITY OR
OTHERWISE,  INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS OR REVENUE, OR CLAIMS
OF CUSTOMERS OF ANY OF THEM OR OTHER THIRD PARTIES FOR SUCH OR OTHER DAMAGES.

4.15 Entire Agreement. Except as set forth in Section 1.3 hereof, this Agreement
(together  with the  Exhibits  hereto)  sets  forth  the  entire  agreement  and
understanding between the parties as to the subject matter hereof and merges all
prior  discussions  and  negotiations  between them,  and neither of the parties
shall be bound by any conditions,  definitions,  warranties,  understandings  or
representations  with  respect to such  subject  matter  other than as expressly
provided  herein or as duly set forth on or subsequent to the Effective  Date in
writing and signed by a proper and duly authorized  officer or representative of
the party to be bound thereby.

4.16 Parties in Interest.  All the terms and provisions of this Agreement  shall
be binding  upon,  inure to the  benefit of and be  enforceable  by the  parties
hereto and their respective permitted successors and assigns.

4.17 Descriptive  Headings.  The descriptive  headings of this Agreement are for
convenience  only,  and  shall  be  of no  force  or  effect  in  construing  or
interpreting any of the provisions of this Agreement.

4.18  Counterparts.  This  Agreement  may  be  executed  simultaneously  in  two
counterparts,  any one of which need not contain the  signature of more than one
party,  but both such  counterparts  taken together shall constitute one and the
same agreement.

4.19 Events of Force Majeure.  Neither party shall be held liable or responsible
to the other  party nor be  deemed  to be in  default  under or in breach of any
provision of this Agreement for failure or delay in fulfilling or performing any
obligation  under  this  Agreement  when such  failure  or delay is due to force
majeure,  and  without  the  fault or  negligence  of the  party so  failing  or
delaying.  For purposes of this  Agreement,  force  majeure  shall be defined as
causes beyond the control of the party, including,  without limitation,  acts of
God;  acts,  regulations,  or  laws of any  government;  war;  civil  commotion;
destruction of production  facilities or materials by fire,  flood,  earthquake,
explosion  or  storm;  labor  disturbances;  epidemic;  and  failure  of  public
utilities or common carriers.  In such event OXiGENE or BMS, as the case may be,
shall immediately notify the other party of such inability and of the period for
which such inability is expected to continue. The party giving such notice shall
thereupon be excused from such of its obligations  under this Agreement as it is
thereby  disabled  from  performing  for so long as it is so disabled and for 30
days thereafter. To the extent possible, each party shall use reasonable efforts
to minimize the duration of any force majeure.

                                      * * *

     IN WITNESS  WHEREOF,  each of the Parties has caused this  Agreement  to be
executed by its duly authorized officer as of the Effective Date.

                           OXIGENE EUROPE AB

                           By:/s/ Frederick W. Driscoll
                           ----------------------------
                           Name:  Frederick W. Driscoll
                           ----------------------------
                           Title: President
                           ----------------


                           BRISTOL-MYERS SQUIBB COMPANY

                           By:/s/ Elliott Sigal
                           --------------------
                           Name:  Elliott Sigal
                           --------------------
                           Title: Senior Vice President
                           ----------------------------

                           ACCEPTED AND AGREED TO WITH RESPECT TO SECTION 4.3:

                           OXIGENE, INC.

                           By:/s/ Frederick W. Driscoll
                           ----------------------------
                           Name:  Frederick W. Driscoll
                           ----------------------------
                           Title: President
                           ----------------
<PAGE>


                                    EXHIBIT A

                           COMPOUNDS AND DRUG PRODUCT
                                   TO BE SOLD

              Item                                       Quantity To Be Sold
--------------------------------------------------------------------------------
A.  API & Related Compounds

    CA4P Disodium Salt - Process B (Batch 3)                   245 g
    Trans-CA4                                                  4.5 g
    CA4P Disodium Salt Reference Standard (100 mg /vial)       65 vials
    CA4P Mono Tris Salt                                        60 g
    Trans-CA4P Tris Salt                                       5 g
    CA4P Mono Tris Salt (Reference Standard) (100 mg/vial)     60 vials
--------------------------------------------------------------------------------
B.  Drug Product

    Batch C00160 (Old Batch)                                   906 vials
    Batch C01291 (New Batch)                                   1311 vials
--------------------------------------------------------------------------------
<PAGE>

                                    EXHIBIT B

                            TECHNICAL INFORMATION AND
                       DOCUMENTATION TO BE PROVIDED BY BMS

BMS-186527-02 (Disodium salt)

Reports:

     o    Report on BMS-186527-02  Lyophilized/Reconstituted  Solution  Use-Time
          Study

     o    Report on BMS-186527-02  for Injection,  (90 mg/vial as Free Acid) Use
          Time/Compatibility Study (BMS lab study)

     o    Report    on     characterization    of    the    unknown    degradant
          (CA4-pyrophosphate)    in   drug   product    stability    samples   o
          Physicochemical  properties  of the CA4P disodium salt (PDSO input for
          IND amendment)

Data:

     o    Data Table:BMS-186527-02 drug substance 52-week IND stability

     o    Data Table:  BMS-186527-02  drug product  52-week IND  stability  (Two
          investigations relating to the 52-week KF and Particulate matter still
          ongoing).

     o    Data Table: Lyophile stability under high intensity light

     o    Data Table:  Compatibility of batching solution with manufacturing and
          packaging components.

     o    Data Table:  Clinical  reassay data on clinical  batch C00160 up to 12
          months

     o    Data Table:  Accelerated stability of the lyophile prepared using drug
          substance lot 2042.E.00.3 o Miscellaneous Data:

     o    X-ray  diffraction  on drug product from  Oxigene  (Batch  ILA003) and
          BMS-Lab  batches o Comparison  of  physicochemical  properties of diNa
          salt-  process A vs.  process B o Solubility of cis-CA4 in presence of
          cis-CA4P o Density of the batching solution

Other Documents:

     o    Formula Manufacturing Document

     o    Drug substance specifications

     o    Drug product specifications

     o    Certificate of Analysis for Clinical Lots

     o    Manufacturing Batch Records for Clinical Lots

BMS-186527-03 (Monotris salt)

     o    FORM team report for the TRIS salt

     o    Physicochemical  properties  of the TRIS  salt (a  compilation  of the
          existing  data  generated  during  form  selection   process  will  be
          provided)

     o    Formulation Development Interim Report

     o    Formula Manufacturing Document (draft copy)

<PAGE>

                                    EXHIBIT C

                                LICENSED PATENTS

(1)  U.S. Patent Application  Serial No. 10/054,746,  filed December 26, 2001 by
     Ronald W. Pero et al.,  entitled "USE OF COMBRETASTATIN A4 AND ITS PRODRUGS
     AS AN IMMUNE ENHANCING THERAPY" (Dkt. 1964/63596-A CCD)

(2)  U.S. Patent Application  Serial No. 10/027,186,  filed December 20, 2001 by
     Francis Y. Lee et al.,  entitled  "METHODS FOR MODULATING  TUMOR GROWTH AND
     METASTASIS" (Dkt. LD0251NP BMS)

(3)  U.S. Patent Application Serial No. 09/950,500,  filed September 11, 2001 by
     Venit et al.,  entitled  "COMBRETASTATIN  A-4  PHOSPHATE  PRODRUG MONO- AND
     DI-ORGANIC  AMINE  SALTS,  MONO- AND  DI-AMINO  ACID  SALTS,  AND MONO- AND
     DI-AMINO ACID ESTER SALTS" (Dkt. LD0232NP BMS)

</TEXT>
</DOCUMENT>
