<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549      

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                        SECURITIES EXCHANGE ACT OF 1934

                             ______________________


         DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED) APRIL 7, 1995

                             T CELL SCIENCES, INC.
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


          DELAWARE                       0-15006          13-3191702
- -------------------------------     -----------------  ------------------
(STATE OR OTHER JURISDICTION OF     (COMMISSION FILE   (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION)      NUMBER             IDENTIFICATION NO.)


             115 FOURTH AVENUE,  NEEDHAM, MASSACHUSETTS  02194-4135
            -------------------------------------------------------
            (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)      (ZIP CODE)

       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE  (617) 433-0771
       ------------------------------------------------------------------




                                                 Page 1 of 18
                                                 Exhibit Index appears on Page 5

<PAGE>   2

ITEM 5:  OTHER EVENTS

         T Cell Sciences, Inc. (the "Company") filed a Form 8-KA dated October
25, 1994 (portions of which are subject to confidential treatment) reporting
that the Company and SmithKline Beecham p.l.c. ("SmithKline Beecham") had
signed a new product development and license option agreement effective October
21, 1994 for sCR1 ("1994 Agreement").  The 1994 Agreement superseded a prior
agreement dated November 21, 1989 for sCR1.

         The foregoing summary of the Termination Agreement is qualified by the
terms and conditions of the Termination Agreement, which is enclosed as an
Exhibit hereto (except for certain portions for which confidential treatment
has been requested).

         The Termination Agreement does not supersede or effect the existence
of the 1990 agreement between the Company, SmithKline Beecham and Yamanouchi
Pharmaceuticals, Ltd. for the development and marketing of sCR1 in Japan.

         Effective February 10, 1995, the Company and SmithKline Beecham agreed
to a mutual termination of the 1994 Agreement and completed a termination
agreement dated April 7, 1995 ("Termination Agreement").  Under the Termination
Agreement, the Company has regained all patent and technology rights previously
granted to SmithKline Beecham for sCR1 in all countries of the world except
Japan and has been exclusively licensed to SmithKline Beecham's patent and
technology rights for sCR1.  In addition, the Company will receive a supply of
finished sCR1.  Thereafter, the Company and SmithKline Beecham will have no
further obligations, financial or otherwise, to the other.

<PAGE>   3

ITEM 7:      FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
             EXHIBITS
     
     (C)     Exhibits
             --------

             Exhibit 10.1     Termination Agreement1
     







__________________________________

    1    T Cell Sciences, Inc. (the  Company ) has filed an application for
         confidential treatment for certain portions of the Termination
         Agreement between the Company and SmithKline Beecham, p.l.c., dated as
         of April 7, 1995 and filed with the Securities and Exchange Commission
         as an exhibit to the Company's Current Report on Form 8-K on April 26,
         1995.  The information in those portions which are the subject of the
         application for confidential treatment and are designated by blackened
         material in the copy of the Termination Agreement attached hereto, has
         been filed separately and in its entirety with the Securities and
         Exchange Commission pursuant to the application for confidential
         treatment.

<PAGE>   4

                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be filed on its
behalf by the undersigned thereunto duly authorized.


                                       T CELL SCIENCES, INC.
                                       ---------------------
                                       (Registrant)


Dated: April 26, 1995                      By: /s/ Alan W. Tuck
                                               ----------------
                                           Alan W. Tuck
                                           President and Chief Executive Officer

<PAGE>   5

<TABLE>

                                 EXHIBIT INDEX

<CAPTION>
                 EXHIBIT NUMBER            EXHIBIT                                   PAGE
                 --------------            -------                                   ----
                 <S>                               <C>                               <C>
                 Exhibit 10.01                     Termination Agreement2            6






<FN>
__________________________________

    2    T Cell Sciences, Inc. (the  Company ) has filed an application for confidential treatment for 
         certain portions of the Termination Agreement between the Company and SmithKline Beecham, p.l.c., 
         dated as of April 7, 1995 and filed with the Securities and Exchange Commission as an exhibit to 
         the Company's Current Report on Form 8-K on April 26, 1995.  The information in those portions which 
         are the subject of the application for confidential treatment and are designated by blackened material 
         in the copy of the Termination Agreement attached hereto, has been filed separately and in its entirety 
         with the Securities and Exchange Commission pursuant to the application for confidential treatment. 
</TABLE>






<PAGE>   1

                                                                 EXHIBIT 10.01



April 7, 1995

T CELL SCIENCES, INC.
115 Fourth Street
Needham , Massachusetts 02194

Attention:       Pamela Hay, Esq.
                 General Counsel

         RE:     Product Development and License Option Agreement dated as of
                 October 21, 1994 between T Cell Sciences, Inc. ("TCS") and
                 SmithKline Beecham, p.l.c ("SB"), (the "PDLO Agreement").

Dear Ms. Hay:

         In accordance with our recent discussions, the PDLO Agreement shall be
terminated by mutual agreement of TCS and SB effective February 10, 1995
("Effective Date"), on the following terms and conditions:

1.       All capitalized terms herein shall have the same meaning as those
terms are defined in the PDLO Agreement, unless otherwise defined herein.

2.       As of the Effective Date,
                 (i) SB shall have no further right to research and develop,
manufacture, use or sell any COMPOUND or PRODUCT in any country of the world in
which SB had rights specifically granted under the PDLO Agreement.   SB,
however, shall have the right to use COMPOUND which presently exists at SB
which is listed in the attached Appendix A solely for the development of
preclinical models for the investigation of non-complement pathway-affecting
pharmaceuticals, with such investigations to be conducted wholly within SB and
no publication of
 the results of said investigations as they relate to the
COMPOUND or PRODUCT to occur without TCS' prior written approval; and
                 (ii) TCS shall have the exclusive license, with the right to
grant sublicenses, under all SB TECHNOLOGY and SB PATENTS to make, have made,
use, sell and have sold COMPOUND and PRODUCT in all countries of the world
specifically covered by the PDLO Agreement and subject to SB Technology
transfer provisions of Paragraph 5 herein.


<PAGE>   2

Smithkline Beecham, p.l.c.                 - 2 -                April 7, 1995




3.       SB shall have the right to retain, or after agreement by TCS to
destroy, all TCS Technology in SB's possession as of the Effective Date,  The
obligations of confidentiality and non-use in respect of such TCS Technology in
SB's possession is governed by Article 10 of the PDLO Agreement which shall
continue in full force and effect after the Effective Date.

4.       SB shall, at its expense and on a one-time basis, supply TCS with that
         amount  of finished COMPOUND  ***

***

         Except as specifically provided in this Paragraph 4 above, SB shall
have no further obligation to provide any party any type of COMPOUND
whatsoever.

         EXCEPT AS SET FORTH IN THIS PARAGRAPH 4, SB MAKES NO OTHER EXPRESS OR
IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.



<PAGE>   3
Smithkline Beecham, p.l.c.                 - 3 -                April 7, 1995



5.       SB has provided and shall continue to provide TCS with the information
         and materials due TCS  ***

***

6.       With respect to Compound Inventory supplied pursuant to Section 5.1 of
the PDLO Agreement, including COMPOUND supplied pursuant to Paragraph 4 herein,
SB agrees to maintain all regulatory or governmental permits, licenses and
approvals and retained samples of COMPOUND, and to permit all appropriate
government inspections, including the FDA, which are related to such COMPOUND.
TCS shall have the right upon reasonable notice to inspect SB's facilities and
records relating to the manufacture and control of Compound Inventory no more
often than twice per twelve month period, except additional inspections may
occur if required to respond to a specific request from a regulatory authority
or to complete any transfer of SB Technology under Paragraph 5 above, and
subject to reasonable constraints and obligations to protect confidential SB
information and resources.  Further with respect to TCS' REGULATORY SUBMISSION,
SB shall promptly respond to regulatory authority requests received from TCS
relating to manufacturing and control of clinical supplies at the time they
were under the control of SB, including information provided pursuant to the
Letter Agreement between the parties dated March 25, 1994 relating to such
manufacturing and control.  

_____________

*  Portions deleted are subject to confidential treatment request.

<PAGE>   4

Smithkline Beecham, p.l.c.                 - 4 -                April 7, 1995

 


7.       (i) SB for itself, and each of its owners, officers, directors,
shareholders, attorneys, agents, employees, successors and assigns (hereinafter
collectively referred to as the "SB Releasors") does hereby grant to TCS an
irrevocable and unconditional release, and acquit, hold harmless and forever
discharge TCS, its owners, officers, directors, shareholders, attorneys,
agents, employees, successors and assigns, former agents and employees, their
heirs, executors and administrators, all customers, proximate and remote, of
TCS, and licensees, sublicensees and distributors of TCS (hereinafter
collectively referred to as the "TCS Releasees") from any and all claims,
liabilities, obligations, promises, agreements, controversies, demands,
actions, causes of action, suits, rights, damages, costs, losses, debts and
expenses (including attorney fees) of whatever kind or nature, in law or
equity, whether known or unknown, suspected or unsuspected (hereinafter
referred to as the "SB Claim(s)"), which SB Releasors now have, have had, or
may hereafter claim to have had against each or any of the TCS Releasees
relating in any way to the Product Development and License Agreement dated
November 21, 1989 and the 1994 PDLO Agreement, and to all rights, obligations
and liabilities thereunder, or which SB Releasors may hereafter claim against
each or any of the TCS Releasees relating to technology created or developed by
SB during the term of the 1989 Agreement which is specific for derivatives of
COMPOUND and any patent rights covering such technology.

         (ii) TCS for itself, and each of its owners, officers, directors,
shareholders, attorneys, agents, employees, successors and assigns (hereinafter
collectively referred to as the "TCS Releasors") does hereby grant to SB an
irrevocable and unconditional release, and acquit, hold harmless and forever
discharge SB, its owners, officers, directors, shareholders, attorneys, agents,
employees, successors and assigns, former agents and employees, their heirs,
executors and administrators, all customers, proximate and remote, of SB, and
licensees, sublicensees and distributors of SB (hereinafter collectively
referred to as the "SB Releasees") from any and all claims, liabilities,
obligations, promises, agreements, controversies, demands, actions, causes of
action, suits, rights, damages, costs, losses, debts and expenses (including
attorney fees) of whatever kind or nature, in law or equity, whether known or
unknown, suspected or unsuspected (hereinafter referred to as the "TCS
Claim(s)"), which TCS Releasors now have, have had, or may hereafter claim to
have had against each or any of the SB Releasees relating in any way to the
Product Development and License Agreement dated November 21, 1989 and the 1994
PDLO Agreement  and to all rights, obligations and liabilities thereunder.
Further, except for actions which constitute negligence or willful misconduct
by SB, TCS hereby extends the releases 


<PAGE>   5

Smithkline Beecham, p.l.c.                - 5 -                April 7, 1995



granted in this paragraph 7 to any and all actions in respect to SB's
performance under paragraph 4 herein.

8.       In accordance with TCS rights to make, use and sell the COMPOUND and
PRODUCT under this Agreement,
                 (i) SB agrees with respect to the SB PATENTS to: (a) be
responsible for the filing, prosecution and all responses to official
proceedings; (b) disclose to the TCS relevant portions of all patent
applications filed and information concerning the institution of any
interference, opposition, re-examination, reissue, revocation, nullification or
any official proceeding; (c) provide TCS, upon request, with the right to
review all such pending applications and other proceedings and to make
recommendations at no charge concerning their conduct; and (d) keep TCS
promptly and fully informed of the course of patent prosecution or other
proceedings by providing copies of substantive communications, search reports
and third party observations submitted to or received from patent offices.  All
information disclosed under this section is subject to the confidentiality
provisions herein.
                 (ii) TCS shall have the right to assume responsibility for any
SB PATENT which SB intends to abandon or otherwise cause or allow to be
forfeited.

9.       (i) TCS and SB shall treat all information and materials received from
the other under the Prior Agreements, the PDLO Agreement, and this Agreement
(including PRODUCT TECHNOLOGY) as the confidential and exclusive property of
the other party, and agrees not to use or disclose to any THIRD PARTY, except
as permitted under this Agreement, any such information or materials without
first obtaining the other party's consent. Each party further agrees to take
all practicable steps to ensure that any such information shall not be used by
its AFFILIATES, licensees, directors, officers, employees, consultants and
agents, except on like terms of confidentiality as aforesaid, and that it shall
be kept fully private and confidential by them.

         (ii) The above provisions regarding confidentiality shall not apply to
         that part of such information and materials which a party is clearly
         able to demonstrate:

         (a)     was fully in its possession prior to receipt from the other; or
         (b)     was in the public domain at the time of receipt from the 
                 other; or
         (c)     became part of the public domain through no default of the
                 party receiving such information, its directors, officers or
                 employees; or
         (d)     was lawfully received from some THIRD PARTY having a right of
                 further disclosure; or 


<PAGE>   6

Smithkline Beecham, p.l.c.                  - 6 -                April 7, 1995



         (e)     is required to be disclosed by law or applicable government
                 regulations or; 
         (f)     was subsequently and independently developed by employees of 
                 the receiving party who can be established by reasonable proof 
                 had no knowledge of the information or materials disclosed.

         (iii) TCS acknowledges that a special duty of care exists with respect
                 to the confidentiality of information and material identified
                 in Appendix C hereof.  Accordingly, TCS may provide to a THIRD
                 PARTY:
                          (a) the information identified in item 1 and item 2
                 of Appendix C on an eyes only (no copy provision) basis and
                 under a confidentiality agreement with TCS in a form which TCS
                 employs to protect its own information of similar importance.
                 However if the THIRD PARTY wishes to obtain a copy of said
                 item 1 and item 2 information, then a separate confidentiality
                 agreement between the THIRD PARTY and SB shall be required as
                 provided in paragraph 5 above;
                          (b)  the material identified in item 3 of Appendix C
                 under a confidentiality agreement with TCS in a form which TCS
                 employs to protect its own material of similar importance, if
                 the THIRD PARTY is in possession of or also wishes to obtain a
                 copy of the item 1 and item 2 Appendix C information, then a
                 separate confidentiality agreement between the THIRD PARTY and
                 SB shall be required as provided in paragraph 5 above;
                          (c) the information and material identified in items
                 4 and 5 of Appendix C but only after a separate
                 confidentiality agreement between the THIRD PARTY and SB has
                 been entered into as provided in paragraph 5 above.

10.      SB and TCS acknowledge the continuing existence of the Product
Development and Joint License Agreement among TCS, SB and Yamanouchi
Pharmaceutical Co., Ltd.(YPC) dated January 23, 1990 (the "Japan Agreement").
However, SB and TCS recognize that in view of the termination of the PDLO
Agreement a need exists to modify of the Japan Agreement.  Accordingly, SB and
TCS agree to meet with their partner, YPC, at a mutually agreeable time and
place to discuss modification of the Japan Agreement.  Until any such
modifications are agreed to among the parties, TCS shall assume SB's
obligations to Yamanouchi, including without limitation, the obligations to
provide clinical trial information and COMPOUND supplies.  


<PAGE>   7

Smithkline Beecham, p.l.c.                 - 7 -                April 7, 1995



11.  Notices
         (i) Any notice required or permitted to be given hereunder shall be
         sent in writing by registered or certified airmail, postage prepaid,
         return receipt requested, or by air courier, or by telecopier, or
         hand-delivered addressed to the party to whom it is to be given as
         follows:

         If to TCS:               T CELL SCIENCES, INC.
                                  115 Fourth Avenue
                                  Needham, MA 02194
                                  Telecopier: (617) 433-0262
                                  Attn.: General Counsel

         If to SB:                SMITHKLINE BEECHAM, p.l.c.
                                  New Horizons Court
                                  Brentford
                                  Middlesex, TW8 9EP, England
                                  Telecopier: 44 81 975 2764
                                  Attn.: President

                 Copy to:         SMITHKLINE BEECHAM CORP.
                                  709 Swedeland Road
                                  P.O. Box 1539
                                  King of Prussia, PA 19406 USA
                                  Telecopier: (610) 270 5090
                                  Attn: Corporate Intellectual Property

         or to such other address or addresses as may from time to time be
         given in writing by either party to the other pursuant to the terms
         hereof.

         (ii) Any notice sent pursuant to this  shall be deemed delivered within
         five (5) business days after dispatch by airmail, within twenty-four
         (24) hours after dispatch by air courier or telecopier and on the same
         day as hand delivery.


<PAGE>   8

Smithkline Beecham, p.l.c.                  - 8 -                 April 7, 1995



12.      Miscellaneous:
         (i) FORCE MAJEURE  Any delays in or failures of performance by either
party under this Agreement shall not be considered a breach of this Agreement
if and to the extent caused by occurrences beyond the reasonable control of the
party affected, including, but not limited to: Acts of God; acts, regulations
or laws of any government (including, without limitation, import and export
regulations); strikes or other concerted acts of workers; fires; floods;
explosions; riots; wars; rebellion and sabotage; and any time for performance
hereunder shall be extended by the actual time of delay caused by such
occurrence. Each party shall promptly give notice to the other of the starting
and stopping of the above-mentioned occurrences.
          (ii) ENTIRE AGREEMENT  This letter agreement and its exhibits shall
constitute the entire understanding between the parties with respect to the
termination of the PDLO Agreement and supersedes and replaces all prior
agreements, understandings, writing and discussions between the parties
relating to said subject matter.  Except as specifically set forth in this
letter agreement, no provision of the PDLO Agreement shall survive the
termination of the PDLO Agreement including without limitation the provision of
payments and royalties to or by either party.
         (iii) AMENDMENTS AND WAIVERS  This Agreement may be amended and any of
its terms or conditions may be waived only by a written instrument executed by
both parties, or, in the case of a waiver, by the party waiving compliance. The
failure of either party at any time or times to require performance of any
provision hereof shall in no manner affect its rights at a later time to
enforce the same. No waiver by either party of any condition or term in any one
or more instances shall be construed as a further or continuing waiver of such
condition or term or of another condition or term.
          (iv) DISPUTE RESOLUTION  Any dispute, controversy or claim arising out
of or relating to this Agreement (hereinafter collectively referred to as
"Dispute") shall be attempted to be settled by the parties, in good faith, by
submitting each such Dispute to appropriate senior management representatives
of each party in effort to effect a mutually acceptable resolution thereof.  In
the event no mutually acceptable resolution is achieved, then each party shall
be entitled to seek relief for such Dispute by using any appropriate judicial
mechanism which may be available, except as otherwise provided by this
Agreement.  


<PAGE>   9

Smithkline Beecham, p.l.c.                  - 9 -                 April 7, 1995



         (v) LAW OF THE CONTRACT  This Agreement shall be governed by and
construed and interpreted in accordance with the laws of the State of New York.

         If this letter accurately sets forth our agreement, please have both
copies of this letter signed on behalf of SB and return one to me.


                                              SMITHKLINE BEECHAM, p.l.c.

                                              By: s/Jean-Pierre Garnier         
                                                  ----------------------
                                                    Jean-Pierre Garnier
                                              Title:   Director



AGREE TO BY AND ON BEHALF OF
T CELL SCIENCES, INC.

By:  s/Alan W. Tuck                        
     -------------------------------
         Alan W. Tuck
         President & Chief Executive
         Officer


<PAGE>   10

Smithkline Beecham, p.l.c.                   - 10 -                April 7, 1995



                                   APPENDIX A
                                      ***

***


<PAGE>   11

Smithkline Beecham, p.l.c.                  - 11 -                April 7, 1995



                                   APPENDIX B
                                      ***

         ***


<PAGE>   12

Smithkline Beecham, p.l.c.                  - 12 -                April 7, 1995



         ***


<PAGE>   13

Smithkline Beecham, p.l.c.                   - 13 -               April 7, 1995


                                   APPENDIX C
                                      ***

         ***