DYAX CORP, S-1/A, 1998-05-22

DYAX CORP
S-1/A, 1998-05-22
COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH

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<PAGE> 1

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON MAY 22, 1998

REGISTRATION NO. 333-48483
================================================================================

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

------------------------

AMENDMENT NO. 1
TO

FORM S-1

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

------------------------

DYAX CORP.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

<TABLE>
<S> <C> <C>
DELAWARE 8731 04-3053198
(STATE OR OTHER JURISDICTION (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
OF INCORPORATION OR CLASSIFICATION CODE NUMBER) IDENTIFICATION NUMBER)
ORGANIZATION)
</TABLE>

ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139, (617) 225-2500
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)

HENRY E. BLAIR, PRESIDENT AND CHIEF EXECUTIVE OFFICER
DYAX CORP., ONE KENDALL SQUARE, CAMBRIDGE, MASSACHUSETTS 02139, (617) 225-2500
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)

------------------------

Copies to:

<TABLE>
<S> <C>
NATHANIEL S. GARDINER, ESQ. STEVEN D. SINGER, ESQ.
PALMER & DODGE LLP HALE AND DORR LLP
ONE BEACON STREET 60 STATE STREET
BOSTON, MASSACHUSETTS 02108 BOSTON, MASSACHUSETTS 02109
(617) 573-0100 (617) 526-6000
</TABLE>

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]

If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
------

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
------

If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
------

If delivery of the prospectus is expected to be made pursuant to Rule 434, check
the following box. [ ]

------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SECTION 8(a), MAY
DETERMINE.

================================================================================
<PAGE> 2

EXPLANATORY NOTE

This Amendment No. 1 to the Form S-1 Registration Statement is a Part II
filing solely to file exhibits and make related technical changes. Accordingly,
a preliminary prospectus has been omitted.
<PAGE> 3

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) List of Exhibits

The following Exhibits are filed herewith:

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<C> <S>
1.1 Form of Underwriting Agreement.
3.1 Certificate of Incorporation of the Registrant as amended
and reinstated through March 23, 1998.
3.2 Form of Restated Certificate of Incorporation of Registrant,
as proposed to be amended and restated.
3.3 By-laws of the Registrant.
3.4 Form of Restated By-laws of Registrant, as proposed to be
amended and restated.
4.1* Specimen Common Stock Certificate.
5.1 Opinion of Palmer & Dodge LLP with respect to the legality
of the securities being registered.
10.1 Amended and Restated 1995 Equity Incentive Plan.
10.2 1998 Employee Stock Purchase Plan.
10.3 Executive Employment Agreement, dated February 18, 1998,
between Robert Dishman and the Registrant.
10.4 Executive Employment, Non-Compete and Confidentiality
Agreement, dated August 1995, between Robert Ladner and the
Registrant.
10.5 Consulting Agreement, dated October 15, 1997, between James
W. Fordyce and the Registrant.
10.6 Employment Letter and Employee Confidentiality Agreement,
dated January 6, 1998, between Keith S. Ehrlich and the
Registrant.
10.7 Restricted Stockholder Agreement, dated March 30, 1997,
between Henry E. Blair and the Registrant.
10.8 Secured Convertible Term Note, dated August 11, 1995,
between Sheridan G. Snyder and the Registrant; Security
Agreement, dated May 11, 1993, between Sheridan G. Snyder
and the Registrant; and Assignment Agreement, dated May 11,
1993, between Sheridan G. Snyder and Crestar Bank, N.A. as
amended by the Amendment to Security Agreement and to
Assignment Agreement, dated August 10, 1995, between
Sheridan G. Snyder, Crestar Bank, N.A. and the Registrant.
10.9 Sublease Agreement, dated September 21, 1996, as amended on
December 31, 1997 between Genzyme Corporation and the
Registrant.
10.10 Lease Agreement, dated as of February 12, 1998, between
AStec Partnership and the Registrant.
10.11 Lease Agreement, dated as of February 11, 1997, between
AStec Partnership and the Registrant.
10.12 Lease Agreement, dated April 8, 1991, between Bridge Gate
Real Estates Limited, Harforde Court Management Limited and
the Registrant.
10.13 Lease Agreement, dated February 20, 1998, between Old
Kendall Property LLC and the Registrant.
10.14 Master Lease Agreement, dated December 30, 1997, between
Transamerica Business Credit Corporation and the Registrant.
10.15 Form of Sale and Leaseback Agreement, dated December 30,
1997, between Transamerica Business Credit Corporation and
the Registrant.
10.16 Form of License Agreement (Therapeutic Field) between the
Licensee and the Registrant.
10.17 Form of License Agreement (Antibody Diagnostic Field)
between the Licensee and the Registrant.
10.18 Collaboration Agreement, dated June 20, 1997, between EPIX
Medical, Inc. and the Registrant.
</TABLE>
<PAGE> 4

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<C> <S>
10.19 +* Patent License Agreement, dated June 19, 1997, between
Massachusetts Institute of Technology ("M.I.T."), Whitehead
Institute for Biomedical Research ("Whitehead") and the
Registrant as amended by the First Amendment thereto dated
November 10, 1997, by and among M.I.T., Whitehead, The
Massachusetts General Hospital and the Registrant.
10.20 +* Research and Development Agreement, dated March 10, 1997,
between Debiopharm S.A. and the Registrant.
10.21 +* Joint Collaboration Agreement, dated October 1, 1997,
between CropTech Development Corporation and the Registrant.
10.22 +* Cooperation Agreement, dated January 16, 1997, between Novo
Nordisk A/S and the Registrant.
10.23 Form of Indemnification Agreement by and between certain
directors and executive officers of the Registrant and the
Registrant.
23.1 Consent of Coopers & Lybrand L.L.P., independent
accountants.
23.2 Consent of Palmer & Dodge LLP (included in Exhibit 5.1).
23.3 Consent of Yankwich & Associates, special patent counsel to
the Company.
24.1 Powers of Attorney.
27.1 Financial Data Schedule.
</TABLE>

- ---------------
* Filed herewith. All other exhibits previously filed.

+ Certain confidential material contained in the document has been omitted and
filed separately with the Securities and Exchange Commission pursuant to Rule
406 of the Securities Act of 1933, as amended.

(b) Financial Statement Schedules

None.
<PAGE> 5

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment No. 1 to the Registration Statement to
be signed on its behalf by the undersigned, thereunto duly authorized in the
city of Cambridge, Commonwealth of Massachusetts, on the 22nd day of May, 1998.

DYAX CORP.

By: /s/ HENRY E. BLAIR
------------------------------------
Henry E. Blair
Chief Executive Officer

Pursuant to the requirements of the Securities Act, this Amendment No. 1 to
the Registration Statement has been signed by the following persons in the
capacities indicated.

<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<C> <S> <C>
/s/ HENRY E. BLAIR President, Chief Executive Officer May 22, 1998
- --------------------------------------------------- and Chairman of the Board of
Henry E. Blair Directors (Principal Executive
Officer)

* Vice President, Finance and May 22, 1998
- --------------------------------------------------- Administration and Chief
Keith S. Ehrlich Financial Officer (Principal
Financial and Accounting
Officer)

* Executive Vice President, May 22, 1998
- --------------------------------------------------- President, Therapeutic and
L. Edward Cannon Diagnostic Division, and
Director

* Executive Vice President, May 22, 1998
- --------------------------------------------------- President, Separations Division,
Robert A. Dishman and Director

* Director May 22, 1998
- ---------------------------------------------------
Constantine E. Anagnostopoulos

* Director May 22, 1998
- ---------------------------------------------------
James W. Fordyce

* Director May 22, 1998
- ---------------------------------------------------
Thomas L. Kempner

* Director May 22, 1998
- ---------------------------------------------------
Henry R. Lewis
</TABLE>

*By: /s/ HENRY E. BLAIR
--------------------------------------------------------------
Henry E. Blair
ATTORNEY-IN-FACT
<PAGE> 6

EXHIBIT INDEX

<TABLE>
<CAPTION>
EXHIBIT
NUMBER EXHIBIT
- ------- -------
<C> <S>
10.21 +* Joint Collaboration Agreement, dated October 1, 1997,
between CropTech Development Corporation and the Registrant.
10.22 +* Cooperation Agreement, dated January 16, 1997, between Novo
Nordisk A/S and the Registrant.
10.23 Form of Indemnification Agreement by and between certain
directors and executive officers of the Registrant and the
Registrant.
23.1 Consent of Coopers & Lybrand L.L.P., independent
accountants.
23.2 Consent of Palmer & Dodge LLP (included in Exhibit 5.1).
23.3 Consent of Yankwich & Associates, special patent counsel to
the Company.
24.1 Powers of Attorney.
27.1 Financial Data Schedule.
</TABLE>

- ---------------
* Filed herewith. All other exhibits previously filed.

<PAGE> 1
<TABLE>
<S> <C> <C>
COMMON STOCK COMMON STOCK
NUMBER SHARES

DYAX CORP.

CUSIP 26746E 10 3
INCORPORATED UNDER THE LAWS OF THE STATE OF DELAWARE SEE REVERSE FOR CERTAIN DEFINITIONS

THIS CERTIFIES THAT

is the owner of

FULLY PAID AND NON ASSESSABLE SHARES OF COMMON STOCK, $.01 PAR VALUE, OF

DYAX CORP. (hereinafter called the "Corporation"), transferable on the books of the Corporation by the holder hereof in person or by
duly authorized attorney, upon surrender of this certificate properly endorsed. This certificate and the shares represented hereby
are issued and shall be held subject to all the provisions of the laws of the State of Delaware, the Restated Certificate of
Incorporation and Restated By-Laws of the Corporation and all amendments thereto, to which the holder of this certificate by
acceptance hereof assents.

This Certificate is not valid until countersigned by the Transfer Agent and registered by the Registrar.

WITNESS the facsimile seal of the Corporation and the facsimile signatures of its duly authorized officers.

Date:

SEAL

-------------------------------- --------------------------------------------------
PRESIDENT TREASURER

Countersigned and Registered
BOSTON EQUISERVE LIMITED PARTNERSHIP
Boston, MA
Transfer Agent
and Registrar

By
-----------------------------------------------
Authorized Signature
</TABLE>

<PAGE> 2

THE CORPORATION IS AUTHORIZED TO ISSUE MORE THAN ONE CLASS OR SERIES OF
STOCK. THE CORPORATION WILL FURNISH WITHOUT CHARGE TO ANY STOCKHOLDER, UPON
REQUEST, A STATEMENT OF THE POWERS, DESIGNATIONS, PREFERENCES AND RELATIVE
PARTICIPATING, OPTIONAL, OR OTHER SPECIAL RIGHTS OF EACH CLASS OF STOCK OR
SERIES THEREOF AND THE QUALIFICATIONS, LIMITATIONS OR RESTRICTIONS OF SUCH
PREFERENCES AND/OR RIGHTS.

The following abbreviations, when used in the inscription on the face
of this certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:

<TABLE>
<S> <C>
TEN COM - as tenants in common UNIF GIFT MIN ACT - __________ Custodian __________
TEN ENT - as tenants by the entireties (Cust) (Minor)
JT TEN - as joint tenants with
right of survivorship and under Uniform Gifts to Minors
not as tenants in common
Apt ______________________________________
(State)
</TABLE>

Additional abbreviations may also be used though not in the above list.

For value received, _______________ hereby sell, assign and transfer unto

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

- ----------------------------------

- --------------------------------------------------------------------------------
(PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE OF ASSIGNEE)

- --------------------------------------------------------------------------------

- ------------------------------------------------------------------------- shares

of the capital stock represented by the within Certificate, and do hereby
irrevocably constitute and appoint

- ----------------------------------------------------------------------- Attorney

to transfer the said stock on the books of the within named Corporation with
full power of substitution in the premises.

Date _________________

-----------------------------
NOTICE: THE SIGNATURE TO THIS ASSIGNMENT MUST CORRESPOND WITH
THE NAME AS WRITTEN UPON THE FACE OF THE CERTIFICATE
IN EVERY PARTICULAR, WITHOUT ALTERATION OR ENLARGEMENT
OR ANY CHANGE WHATEVER.

SIGNATURE(S) GUARANTEED:

- --------------------------------------------------------------------------------
THE SIGNATURE SHOULD BE GUARANTEED BY AN ELIGIBLE GUARANTOR INSTITUTION, (BANKS,
STOCKBROKERS, SAVINGS AND LOAN ASSOCIATIONS AND CREDIT UNIONS WITH MEMBERSHIP IN
AN APPROVED SIGNATURE GUARANTEE MEDALLION PROGRAM), PURSUANT TO S.E.C. RULE
17Ad-15.

<PAGE> 1

EXHIBIT 10.19

CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

MASSACHUSETTS INSTITUTE OF TECHNOLOGY,

WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH

and

DYAX CORP.

PATENT LICENSE AGREEMENT

(EXCLUSIVE)

<PAGE> 2

(i)WHI Vers 2/9/96 (i) LN
Patent/Ex June 18, 1997

TABLE OF CONTENTS

PAGE
----

PREAMBLE.................................................................... 1

ARTICLES

1 DEFINITIONS........................................................ 2

2 GRANT.............................................................. 3

3 DUE DILIGENCE...................................................... 4

4 ROYALTIES.......................................................... 4

5 REPORTS AND RECORDS................................................ 6

6 PATENT PROSECUTION................................................. 7

7 INFRINGEMENT....................................................... 7

8 PRODUCT LIABILITY.................................................. 9

9 EXPORT CONTROLS.................................................... 9

10 NON-USE OF NAMES................................................... 10

11 ASSIGNMENT......................................................... 10

12 DISPUTE RESOLUTION................................................. 10

13 TERMINATION........................................................ 11

14 PAYMENTS, NOTICES AND OTHER

COMMUNICATIONS..................................................... 12

15 MISCELLANEOUS PROVISIONS........................................... 12

16 APPENDIX A......................................................... 14

<PAGE> 3

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

- 1 -

MASSACHUSETTS INSTITUTE OF TECHNOLOGY,

WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH

and

DYAX CORP.

PATENT LICENSE AGREEMENT

This Agreement is made and entered into this day of
, 199 , (the "EFFECTIVE DATE") by and between the MASSACHUSETTS
INSTITUTE OF TECHNOLOGY, a corporation organized and existing under the laws of
Massachusetts and having its principal office at 77 Massachusetts Avenue,
Cambridge, Massachusetts 02139, U.S.A. (hereinafter referred to as "M.I.T."),
and the WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH, a corporation organized and
existing under the laws of Delaware and having its principal office at Nine
Cambridge Center, Cambridge, Massachusetts 02142, U.S.A., (hereinafter referred
to "WHITEHEAD") and DYAX CORP., a corporation organized and existing under the
laws of Delaware and having its principal office at One Kendall Square, Bldg.
600, 5th Floor, Cambridge, 02139 (hereinafter referred to as "LICENSEE").

WITNESSETH

WHEREAS, WHITEHEAD and the MASSACHUSETTS GENERAL HOSPITAL (herein
referred to as "M.G.H.") are the joint owners of certain PATENT RIGHTS (as later
defined herein) relating to WHITEHEAD Case No. WHI ***************, (M.I.T. Case
No.***************,) "Adipocyte-Specific Sequences" by: Perry Bickel, Harvey F.
Lodish and Philipp Scherer and has the right to grant licenses under said PATENT
RIGHTS subject only to a ***************.

WHEREAS, M.G.H. has authorized M.I.T. to act as its sole and exclusive
agent for the purposes of licensing the PATENT RIGHTS and has authorized M.I.T.
to enter into this Patent License Agreement on its behalf;

WHEREAS, M.I.T. and WHITEHEAD desire to have the PATENT RIGHTS utilized
in the public interest, and M.I.T. is willing to grant a license thereunder;

WHEREAS, LICENSEE has represented to M.I.T., to induce M.I.T. to enter
into this Agreement, that LICENSEE shall commit itself to a thorough, vigorous
and diligent program of exploiting the PATENT RIGHTS so that public utilization
shall result therefrom; and

WHEREAS, LICENSEE desires to obtain a license under the PATENT RIGHTS
upon the terms and conditions hereinafter set forth.

NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto agree as follows:

<PAGE> 4

- 2 -

ARTICLE 1 - DEFINITIONS

For the purposes of this Agreement, the following words and phrases
shall have the following meanings:

1.1 "LICENSEE" shall include a related company of Dyax Corp., the
voting stock of which is directly or indirectly at least Fifty Percent (50%)
owned or controlled by Dyax Corp., an organization which directly or indirectly
controls more than Fifty Percent (50%) of the voting stock of Dyax Corp. and an
organization, the majority ownership of which is directly or indirectly common
to the ownership of Dyax Corp.

1.2 "PATENT RIGHTS" shall mean all of the following WHITEHEAD
intellectual property:

(a) the United States provisional patent application
listed in Appendix A;

(b) the United States patent applications corresponding
to the provisional application listed in Appendix A,
and divisionals, the completed continuations and
claims of continuation-in-part applications which
shall be directed to subject matter specifically
described in such patent applications, and the
resulting patents;

(d) Foreign patent applications filed corresponding to a.
and b. above and divisionals, continuations and
claims of continuation-in-part applications which
shall be directed to subject matter specifically
described in such patent applications, and the
resulting patents; and

(e) any Foreign patents, resulting from equivalent
Foreign procedures to United States reissues and
reexaminations, of the Foreign patents described in
d. above.

1.3 A "LICENSED PRODUCT" shall mean any product or part thereof
which is covered in whole or in part by an issued, unexpired claim or a pending
claim contained in the PATENT RIGHTS.

1.4 A "LICENSED PROCESS" shall mean any process which is covered
in whole or in part by an issued, unexpired claim or a pending claim contained
in the PATENT RIGHTS.

1.5 "IDENTIFIED PRODUCT" shall mean any product, or direct
derivative thereof, which was identified or selected through the use of the
LICENSED PROCESS.

<PAGE> 5

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

- 3 -

ARTICLE 2 - GRANT

2.1 WHITEHEAD has authorized M.I.T. to act as its sole and
exclusive agent for the purposes of licensing the PATENT RIGHTS and has
authorized M.I.T. to enter into this Patent License Agreement on its behalf.

2.2 M.I.T. hereby grants to LICENSEE the right and license to
practice under the PATENT RIGHTS to make, have made, use, lease, sell and import
LICENSED PRODUCTS and to practice the LICENSED PROCESSES, until the expiration
of the last to expire of the PATENT RIGHTS, unless this Agreement shall be
sooner terminated according to the terms hereof.

2.3 LICENSEE agrees that LICENSED PRODUCTS leased or sold in the
United States shall be manufactured substantially in the United States.

2.4 In order to establish a period of exclusivity for LICENSEE,
M.I.T. hereby agrees that it shall not grant any other license to make, have
made, use, lease, sell and import LICENSED PRODUCTS or to utilize LICENSED
PROCESSES, except for the ***************.

2.5 WHITEHEAD, M.I.T. and M.G.H. reserve the right to practice
under the PATENT RIGHTS for noncommercial research purposes.

2.6 LICENSEE shall have the right to enter into sublicensing
agreements for the rights, privileges and licenses granted hereunder. Upon any
termination of this Agreement, sublicensees' rights shall also terminate,
subject to Paragraph 13.6 hereof.

2.7 LICENSEE agrees to incorporate into all sublicensing
agreements, language that enables such sublicensing agreements to comply with
LICENSEE's obligations to M.I.T. under this License Agreement.

2.8 LICENSEE agrees to forward to M.I.T. with the major terms of
any and all sublicense agreements promptly upon execution by the parties which
shall be treated as confidential by M.I.T.

2.9 LICENSEE shall not receive from sublicensees anything of value
in lieu of cash payments in consideration for any sublicense under this
Agreement, without the express prior written permission of M.I.T.

2.10 Nothing in this Agreement shall be construed to confer any
rights upon LICENSEE by implication, estoppel or otherwise as to any technology
or patent rights of M.I.T. or WHITEHEAD or any other entity other than the
PATENT RIGHTS, regardless of whether such patent rights shall be dominant or
subordinate to any PATENT RIGHTS.

ARTICLE 3 - DUE DILIGENCE

3.1 LICENSEE shall use its best commercial efforts to
commercialize the results of utilizing LICENSED PROCESSES through a thorough,
vigorous and diligent program for exploitation of the PATENT RIGHTS throughout
the life of this Agreement.

<PAGE> 6

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

- 4 -

3.2 In addition, LICENSEE shall adhere to the following
milestones:

(a) LICENSEE shall deliver to M.I.T. *************** a
business plan showing the amount of money, number and
kind of personnel and time budgeted and planned for
each phase of development of the LICENSED PRODUCTS
and LICENSED PROCESSES and shall provide similar
reports to M.I.T. *************** which shall be kept
confidential by M.I.T.

(b) LICENSEE shall develop a working model of LICENSED
PROCESS *************** and permit an in-plant
inspection by M.I.T. ***************, and
thereafter permit in-plant inspections by M.I.T. at
regular intervals with at least ***************
between each such inspection, subject to
appropriate notice and confidentiality obligations.

3.3 LICENSEE's failure to perform in accordance with Paragraphs
3.1 and 3.2 above shall be grounds for M.I.T. to terminate this Agreement
pursuant to Paragraph 13.3 hereof.

ARTICLE 4 - ROYALTIES

4.1 For the rights, privileges and license granted hereunder,
LICENSEE shall make payments to M.I.T. in the manner hereinafter provided to the
end of the term of the PATENT RIGHTS or until this Agreement shall be
terminated:

(a) License Issue Fee of ***************, which said
License Issue Fee shall be deemed earned and due
within *************** of the ***************.

(b) License Maintenance Fees of *************** payable
on *************** and on ***************
thereafter through and including ***************.

(c) *************** of *************** received by
LICENSEE for the practice of LICENSED PROCESSES on
behalf of third parties, excluding revenues received
from grants from the Federal Government, and
excluding sublicensing payments paid by any third
parties, which shall be covered under P. 4.1 (d)
below.

(d) *************** received by LICENSEE for
***************. This ***************

<PAGE> 7

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

- 5 -

shall include, but not limited to, ***************
from *************** for ***************. No
***************, however, on *************** covered
under ***************.

(e) Milestone payments as follows, regardless of whether
the milestone is reached by LICENSEE or a partner
(such as a sublicensee, corporate partner or other)
of LICENSEE, but excluding sublicensees to the PATENT
RIGHTS under 4.1.d.

(i) For each successful reduction to practice of
a LICENSED PROCESS *************** by the
*************** for that ***************.

(ii) For each successful identification of each
IDENTIFIED PRODUCT from *************** by
*************** regardless of whether it is
the first IDENTIFIED PRODUCT from
***************.

(iii) For each IDENTIFIED PRODUCT for
*************** per IDENTIFIED PRODUCT,
regardless of whether it is the first
IDENTIFIED PRODUCT from ***************.

(iv) For each IDENTIFIED PRODUCT for
*************** per IDENTIFIED PRODUCT,
regardless of whether it is the first
IDENTIFIED PRODUCT from ***************.

(v) For each IDENTIFIED PRODUCT ***************
per IDENTIFIED PRODUCT, regardless of
whether it is the first IDENTIFIED PRODUCT
for ***************.

(vi) For each IDENTIFIED PRODUCT ***************
of an IDENTIFIED PRODUCT arising from each
IDENTIFIED PRODUCT: *************** per
IDENTIFIED PRODUCT, regardless of whether it
is the first IDENTIFIED PRODUCT for
***************.

<PAGE> 8

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

- 6 -

(f) As of the Effective Date, LICENSEE and M.I.T.
contemplate that the primary use of the PATENT RIGHTS
will be in the development of *************** by
LICENSEE (on behalf of itself and third parties)
and/or by its sublicensees. However, LICENSEE's
rights under this Agreement are in all fields of use
and it is possible that LICENSEE and/or sublicensees
may later develop products for sale to third parties
which are reagents derived specifically from or used
specifically to practice LICENSED PROCESSES, or are
LICENSED PRODUCTS. If such occurs, such that LICENSEE
or its sublicensees contemplates selling such
products, then LICENSEE and M.I.T. shall meet to
negotiate reasonable royalties which shall be due to
M.I.T. for such products.

4.2 All payments due hereunder shall be paid in full, without
deduction of taxes or other fees which may be imposed by any government.

4.3 No multiple royalties shall be payable because any LICENSED
PROCESS or LICENSED PRODUCT, its manufacture, use, lease or sale are or shall be
covered by more than one PATENT RIGHTS patent application or PATENT RIGHTS
patent licensed under this Agreement.

4.4 Royalty payments shall be paid in United States dollars in
Cambridge, Massachusetts, or at such other place as M.I.T. may reasonably
designate consistent with the laws and regulations controlling in any foreign
country. If any currency conversion shall be required in connection with the
payment of royalties hereunder, such conversion shall be made by using the
exchange rate prevailing at the Chase Manhattan Bank (N.A.) on the last business
day of the calendar quarterly reporting period to which such royalty payments
relate.

ARTICLE 5 - REPORTS AND RECORDS

5.1 LICENSEE shall keep full, true and accurate books of account
containing all particulars that may be necessary for the purpose of showing the
amounts payable to M.I.T. hereunder. Said books of account shall be kept at
LICENSEE's principal place of business or the principal place of business of the
appropriate division of LICENSEE to which this Agreement relates. Said books and
the supporting data shall be open at all reasonable times for ***************
following the end of the calendar year to which they pertain, to the inspection
of M.I.T. or its agents for the purpose of verifying LICENSEE's royalty
statement or compliance in other respects with this Agreement. Should such
inspection lead to the discovery of a greater than *************** discrepancy
in reporting to M.I.T.'s detriment, LICENSEE agrees to pay the full cost of such
inspection.

<PAGE> 9

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5.2 LICENSEE shall deliver to M.I.T. true and accurate reports
which shall be kept confidential by M.I.T., giving such particulars of the
business conducted by LICENSEE and its sublicensees under this Agreement as
shall be pertinent to diligence under Article 3 and royalty accounting hereunder
*************** after the end of each calendar half year, reporting for the
events of the preceding half-year period:

(a) Names and addresses of third parties contracting with
LICENSEE for research and development services practicing
LICENSED PROCESSES

(d) Research and development contract revenue and other
revenue received by LICENSEE for the practice of LICENSED
PROCESSES on behalf of third parties: and the payments
due to M.I.T. for them under P. 4.1 (c).;

(e) Third Party Milestone Payments and the payments due to
M.I.T. for them under P. 4.1(d);

(f) LICENSEE's and any sublicensee milestones met, as defined
under P. 4.1(e), and the payments due to M.I.T. for each
milestone met.

(g) Total amount due to M.I.T.

5.3 With each such report submitted, LICENSEE shall pay to M.I.T.
the royalty payments due and payable under this Agreement. If no royalties shall
be due, LICENSEE shall so report.

5.4 On or before the *************** following the close of
LICENSEE's fiscal year, LICENSEE shall provide M.I.T. with LICENSEE's certified
financial statements for the preceding fiscal year including, at a minimum, a
balance sheet and an income statement.

5.5 The amounts due under Articles 4 and 6 shall, if overdue, bear
interest until payment at a per annum rate *************** above the prime rate
in effect at the Chase Manhattan Bank (N.A.) on the due date. The payment of
such interest shall not foreclose M.I.T. from exercising any other rights it may
have as a consequence of the lateness of any payment.

ARTICLE 6 - PATENT PROSECUTION

6.1 WHITEHEAD shall apply for, seek prompt issuance of, and
maintain the PATENT RIGHTS during the term of this Agreement, subject to
LICENSEE's advance approval of the foreign countries to be applied for. The
filing, prosecution and maintenance of all PATENT RIGHTS applications and
patents shall be the primary

<PAGE> 10

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responsibility of WHITEHEAD; provided, however, LICENSEE shall have reasonable
opportunities to advise WHITEHEAD in advance and shall cooperate with WHITEHEAD
in such filing, prosecution and maintenance.

6.2 Payment of all fees and costs relating to the filing,
prosecution and maintenance of the PATENT RIGHTS shall be the responsibility of
*************** after the filing of the first non-provisional U.S. patent
application. Such fees and costs incurred shall be paid by ***************
within *************** of invoicing. Payment of fees and costs incurred for the
filing of the first provisional U.S. patent application and the first
non-provisional patent application shall be due *************** from the
issuance of the first U.S. claim of the PATENT RIGHTS.

ARTICLE 7 - INFRINGEMENT

7.1 LICENSEE shall inform M.I.T. promptly in writing of any
alleged infringement of the PATENT RIGHTS by a third party and of any available
evidence thereof, and M.I.T. shall so inform WHITEHEAD.

7.2 WHITEHEAD shall have the right, but shall not be obligated, to
prosecute *************** all infringements of the PATENT RIGHTS and, in
furtherance of such right, LICENSEE hereby agrees that WHITEHEAD may include
LICENSEE as a party plaintiff in any such suit, without expense to LICENSEE. The
total cost of any such infringement action commenced or defended solely by
WHITEHEAD shall be *************** shall keep any recovery or damages for past
infringement derived therefrom.

7.3 If within *************** after having been notified of any
alleged infringement, WHITEHEAD shall have been unsuccessful in persuading the
alleged infringer to desist and shall not have brought and shall not be
diligently prosecuting an infringement action, or if WHITEHEAD shall notify
LICENSEE at any time prior thereto of its intention not to bring suit against
any alleged infringer, then, and in those events only, LICENSEE shall have the
right, but shall not be obligated, to prosecute at its own expense any
infringement of the PATENT RIGHTS and LICENSEE may, for such purposes, use the
name of WHITEHEAD as party plaintiff; provided, however, that such right to
bring such an infringement action shall remain in effect only during the
EXCLUSIVE PERIOD. No settlement, consent judgment or other voluntary final
disposition of the suit may be entered into without the consent of WHITEHEAD,
which consent shall not unreasonably be withheld. LICENSEE shall indemnify
WHITEHEAD and M.I.T. against any order for costs that may be made against
WHITEHEAD and M.I.T. in such proceedings.

7.4 In the event that LICENSEE shall undertake litigation for the
enforcement of the PATENT RIGHTS, or the defense of the PATENT RIGHTS under
Paragraph 7.5, LICENSEE may withhold up to *************** of the payments
otherwise thereafter due M.I.T. under Article 4 hereunder and apply the same
toward reimbursement of up to half of LICENSEE's expenses, including reasonable
attorneys' fees, in connection therewith. Any recovery of damages

<PAGE> 11

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by LICENSEE for each such suit shall be applied first in satisfaction of any
unreimbursed expenses and legal fees of LICENSEE relating to such suit, and next
toward reimbursement of M.I.T. for any payments under Article 4 past due or
withheld and applied pursuant to this Article 7. The balance remaining from any
such recovery shall be ***************.

7.5 In the event that a declaratory judgment action alleging
invalidity or noninfringement of any of the PATENT RIGHTS shall be brought
against WHITEHEAD or LICENSEE, WHITEHEAD, at its option, shall have the right,
within *************** after commencement of such action, to intervene and take
over the sole defense of the action at its own expense. If WHITEHEAD shall not
exercise this right, LICENSEE may take over the sole defense at LICENSEE's sole
expense, subject to Paragraph 7.4.

7.6 In any infringement suit as either party may institute to
enforce the PATENT RIGHTS pursuant to this Agreement, the other party hereto
shall, at the request and expense of the party initiating such suit, cooperate
in all respects and, to the extent possible, have its employees testify when
requested and make available relevant records, papers, information, samples,
specimens, and the like.

7.7 LICENSEE, during the EXCLUSIVE PERIOD, shall have the sole
right in accordance with the terms and conditions herein to sublicense any
alleged infringer for future use of the PATENT RIGHTS. Sublicensee revenues
shall be treated per Article 4.

ARTICLE 8 - PRODUCT LIABILITY

8.1 LICENSEE shall at all times during the term of this Agreement
and thereafter, indemnify, defend and hold M.I.T., WHITEHEAD and M.G.H., their
trustees, officers, employees and affiliates, harmless against all claims,
proceedings, demands and liabilities of any kind whatsoever, including legal
expenses and reasonable attorneys' fees, arising out of the death of or injury
to any person or persons or out of any damage to property, resulting from the
production, manufacture, sale, use, lease, consumption or advertisement of the
LICENSED PRODUCT(s) and/or LICENSED PROCESS(es) or arising from any obligation
of LICENSEE hereunder.

8.2 LICENSEE shall obtain and carry in full force and effect
commercial, general liability insurance which shall protect LICENSEE and M.I.T.,
WHITEHEAD and M.G.H. with respect to events covered by Paragraph 8.1 above.

8.3 EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT,
M.I.T., WHITEHEAD AND M.G.H., THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES,
AND AFFILIATES MAKE NO REPRESENTATIONS AND EXTEND NO WARRANTIES OF ANY KIND,
EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, VALIDITY OF PATENT RIGHTS
CLAIMS, ISSUED OR PENDING, AND THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER
OR NOT DISCOVERABLE. NOTHING IN THIS AGREEMENT SHALL BE CONSTRUED AS A
REPRESENTATION MADE OR WARRANTY GIVEN BY M.I.T. OR WHITEHEAD THAT

<PAGE> 12

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THE PRACTICE BY LICENSEE OF THE LICENSE GRANTED HEREUNDER SHALL NOT INFRINGE THE
PATENT RIGHTS OF ANY THIRD PARTY. IN NO EVENT SHALL M.I.T., WHITEHEAD AND
M.G.H., THEIR TRUSTEES, DIRECTORS, OFFICERS, EMPLOYEES AND AFFILIATES BE LIABLE
FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING ECONOMIC DAMAGE
OR INJURY TO PROPERTY AND LOST PROFITS, REGARDLESS OF WHETHER M.I.T., WHITEHEAD
AND/OR M.G.H. SHALL BE ADVISED, SHALL HAVE OTHER REASON TO KNOW, OR IN FACT
SHALL KNOW OF THE POSSIBILITY OF THE FOREGOING.

ARTICLE 9 - EXPORT CONTROLS

LICENSEE acknowledges that it is subject to United States laws and
regulations controlling the export of technical data, computer software,
laboratory prototypes and other commodities (including the Arms Export Control
Act, as amended and the United States Department of Commerce Export
Administration Regulations). The transfer of such items may require a license
from the cognizant agency of the United States Government and/or written
assurances by LICENSEE that LICENSEE shall not export data or commodities to
certain foreign countries without prior approval of such agency. M.I.T. neither
represents that a license shall not be required nor that, if required, it shall
be issued.

ARTICLE 10 - NON-USE OF NAMES

LICENSEE shall not use the names or trademarks of the Massachusetts
Institute of Technology nor of the Whitehead Institute for Biomedical Research,
nor any adaptation thereof, nor the names of any of their employees, in any
advertising, promotional or sales literature without prior written consent
obtained from M.I.T., or said employee, in each case, except that LICENSEE may
state that it is licensed by M.I.T. under one or more of the patents and/or
applications comprising the PATENT RIGHTS.

ARTICLE 11 - ASSIGNMENT

This Agreement is not assignable and any attempt to do so shall be
void; provided, however, with the prior written consent of M.I.T., which shall
not be unreasonably withheld, LICENSEE may assign this Agreement in connection
with the sale or transfer of all or substantially all of LICENSEE's equity and
assets, by merger, consolidation or otherwise, so long as the assignee shall
agree in writing to be bound by the terms and conditions hereof prior to such
assignment. Failure of such assignee to so agree shall be grounds for
termination by M.I.T. under Paragraph 13.3

ARTICLE 12 - DISPUTE RESOLUTION

12.1 Except for the right of any party to apply to a court of competent
jurisdiction for a temporary restraining order, a preliminary injunction, or
other equitable relief to preserve the status quo or prevent irreparable harm,
any and all claims,

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disputes or controversies arising under, out of, or in connection with the
Agreement, including any dispute relating to patent validity or infringement,
which the parties shall be unable to resolve within *************** shall be
mediated in good faith. The party raising such dispute shall promptly advise the
other parties of such claim, dispute or controversy in a writing which describes
in reasonable detail the nature of such dispute. By not later than
*************** after the recipient has received such notice of dispute, each
party shall have selected for itself a representative who shall have the
authority to bind such party, and shall additionally have advised the other
parties in writing of the name and title of such representative. By not later
than *************** after the date of such notice of dispute, the party against
whom the dispute shall be raised shall select a mediation firm in the Boston
area and such representatives shall schedule a date with such firm for a
mediation hearing. The parties shall enter into good faith mediation and shall
share the costs equally. If the representatives of the parties have not been
able to resolve the dispute within *************** after such mediation hearing,
then any and all claims, disputes or controversies arising under, out of, or in
connection with this Agreement, including any dispute relating to patent
validity or infringement, shall be resolved by final and binding arbitration in
Boston, Massachusetts under the rules of the American Arbitration Association,
or the Patent Arbitration Rules if applicable, then obtaining. The arbitrators
shall have no power to add to, subtract from or modify any of the terms or
conditions of this Agreement, nor to award punitive damages. Any award rendered
in such arbitration may be enforced by either party in either the courts of the
Commonwealth of Massachusetts or in the United States District Court for the
District of Massachusetts, to whose jurisdiction for such purposes M.I.T.,
WHITEHEAD and LICENSEE each hereby irrevocably consents and submits.

12.2 Notwithstanding the foregoing, nothing in this Article shall
be construed to waive any rights or timely performance of any obligations
existing under this Agreement.

ARTICLE 13 - TERMINATION

13.1 If LICENSEE shall cease to carry on its business, this
Agreement shall terminate upon notice by M.I.T.

13.2 Should LICENSEE fail to make any payment whatsoever due and
payable to M.I.T. hereunder, M.I.T. shall have the right to terminate this
Agreement effective on thirty (30) days' notice, unless LICENSEE shall make all
such payments to M.I.T. within said thirty (30) day period. Upon the expiration
of the thirty (30) day period, if LICENSEE shall not have made all such payments
to M.I.T., the rights, privileges and license granted hereunder shall
automatically terminate.

13.3 Upon any material breach or default of this Agreement by
LICENSEE (including, but not limited to, breach or default under Paragraph 3.3),
other than those occurrences set out in Paragraphs

<PAGE> 14

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13.1 and 13.2 hereinabove, which shall always take precedence in that order over
any material breach or default referred to in this Paragraph 13.3, M.I.T. shall
have the right to terminate this Agreement and the rights, privileges and
license granted hereunder effective on ninety (90) days' notice to LICENSEE.
Such termination shall become automatically effective unless LICENSEE shall have
cured any such material breach or default prior to the expiration of the ninety
(90) period.

13.4 LICENSEE shall have the right to terminate this Agreement at
any time on six (6) months' notice to M.I.T., and upon payment of all amounts
due M.I.T. through the effective date of the termination.

13.5 Upon termination of this Agreement for any reason, nothing
herein shall be construed to release either party from any obligation that
matured prior to the effective date of such termination; and Articles 1, 8, 9,
10, 12, 13.5, 13.6, and 15 shall survive any such termination. LICENSEE and any
sublicensee thereof may, however, after the effective date of such termination,
sell all LICENSED PRODUCTS, and complete LICENSED PRODUCTS in the process of
manufacture at the time of such termination and sell the same, provided that
LICENSEE shall make the payments to M.I.T. as required by Article 4 of this
Agreement and shall submit the reports required by Article 5 hereof.

13.6 Upon termination of this Agreement for any reason, any
sublicensee not then in default shall have the right to seek a license from
M.I.T. M.I.T. agrees to negotiate such licenses in good faith under reasonable
terms and conditions.

ARTICLE 14 - PAYMENTS, NOTICES AND OTHER COMMUNICATIONS

Any payments, notice or other communication pursuant to this Agreement
shall be sufficiently made or given on the date of mailing if sent to such party
by certified first class mail, return receipt requested, postage prepaid,
addressed to it at its address below or as it shall designate by written notice
given to the other party:

In the case of M.I.T.:

Director
Technology Licensing Office
Massachusetts Institute of Technology
Room NE25-230
Five Cambridge Center, Kendall Square
Cambridge, Massachusetts 02142-1493

<PAGE> 15

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In the case of WHITEHEAD:

Vice President
Whitehead Institute for Biomedical Research
Nine Cambridge Center
Cambridge, MA 02142

In the case of LICENSEE:

Chief Executive Officer
Dyax Corp.
One Kendall Square, Bldg. 600
5th Floor
Cambridge, MA 02139

ARTICLE 15 - MISCELLANEOUS PROVISIONS

15.1 All disputes arising out of or related to this Agreement, or
the performance, enforcement, breach or termination hereof, and any remedies
relating thereto, shall be construed, governed, interpreted and applied in
accordance with the laws of the Commonwealth of Massachusetts, U.S.A., except
that questions affecting the construction and effect of any patent shall be
determined by the law of the country in which the patent shall have been
granted.

15.2 The parties hereto acknowledge that this Agreement sets forth
the entire Agreement and understanding of the parties hereto as to the subject
matter hereof, and shall not be subject to any change or modification except by
the execution of a written instrument signed by the parties.

15.3 The provisions of this Agreement are severable, and in the
event that any provisions of this Agreement shall be determined to be invalid or
unenforceable under any controlling body of the law, such invalidity or
unenforceability shall not in any way affect the validity or enforceability of
the remaining provisions hereof.

15.4 LICENSEE agrees to mark the LICENSED PRODUCTS sold in the
United States with all applicable United States patent numbers. All LICENSED
PRODUCTS shipped to or sold in other countries shall be marked in such a manner
as to conform with the patent laws and practice of the country of manufacture or
sale.

15.5 The failure of either party to assert a right hereunder or to
insist upon compliance with any term or condition of this Agreement shall not
constitute a waiver of that right or excuse a similar subsequent failure to
perform any such term or condition by the other party.

<PAGE> 16

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IN WITNESS WHEREOF, the parties have duly executed this Agreement the
day and year set forth below.

MASSACHUSETTS INSTITUTE OF TECHNOLOGY
By: /s/ Lita L. Nelson
----------------------------------------
Name Lita L. Nelson
---------------------------------------
Title Director Technology Licensing Office
--------------------------------------
Date June 17, 1997
---------------------------------------

WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH
By: /s/ John Pratt
----------------------------------------
Name John Pratt
---------------------------------------
Title Vice President
--------------------------------------
Date June 19, 1997
---------------------------------------

DYAX CORP.
By: /s/ L. E. Cannon
----------------------------------------
Name L. E. Cannon
---------------------------------------
Title President
--------------------------------------
Date June 19, 1997
---------------------------------------

<PAGE> 17

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APPENDIX A

PATENT RIGHTS on the EFFECTIVE DATE

***************

M.I.T. Case No. ***************
WHITEHEAD Case No. WHI ***************
U.S. Provisional Patent No. *************** Filed on
***************
"Subtractive Antibody Screening (SAS) and Uses Therefor"
By: Perry E. Bickel, Philipp E. Scherer and Harvey F. Lodish

***************

<PAGE> 18

FIRST AMENDMENT

This Amendment with the Effective Date of November 10, 1997 is to the License
Agreement dated June 19, 1997 between Massachusetts Institute of Technology
(hereinafter "M.I.T."), Whitehead Institute for Biomedical Research (hereinafter
"WHITEHEAD") and Dyax Corp. (hereinafter "LICENSEE").

WHEREAS, the parties wish to acknowledge The General Hospital doing business as
The Massachusetts General Hospital ("M.G.H.") as a co-owner of the PATENT RIGHTS
and wish to amend Paragraphs 2.1, 2.5, and Article 10, and to modify the
insurance clause to reflect M.G.H.'s requirements.

The parties thereto now further agree as follows:

1. Paragraph 2.1 shall be deleted and replaced in its entirety with the
following:

2.1 WHITEHEAD and M.G.H. have authorized M.I.T. to act
as their sole and exclusive agent for the purposes
of licensing the PATENT RIGHTS and have authorized
M.I.T. to enter into this Patent License Agreement
on their behalf.

2. Paragraph 2.5 shall be deleted and replaced in its entirety with the
following:

2.5 WHITEHEAD, M.I.T. and M.G.H. reserve the right to
practice under the PATENT RIGHTS for noncommercial
research and patient care purposes.

3. Paragraph 8.2 of the License Agreement shall be deleted in its entirety
and replaced with the following:

8.2 a. Beginning at such time as any LICENSED
PRODUCT and/or LICENSED PROCESS is being
commercially distributed or sold (other than for
the purpose of research and development and
obtaining regulatory approvals) by LICENSEE or by
a licensee, affiliate or agent of LICENSEE,
LICENSEE shall, at its sole cost and expense,
procure and maintain commercial general liability
insurance in amounts not less than Two Million
($2,000,000) per incident and Three Million
(3,000,000) annual aggregate and naming M.I.T.,
WHITEHEAD and M.G.H. as additional insureds. Such
commercial general liability insurance shall
provide (i) product liability coverage and (ii)
broad form contractual liability coverage for
LICENSEE's indemnification under Paragraph 8.1 of
this agreement. If LICENSEE elects to self-insure
all or part of the limits described above

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(including deductibles or retentions which are in
excess of $250,000 annual aggregate) such
self-insurance program must be acceptable to the
M.G.H., WHITEHEAD and M.I.T. and the Risk Management
Foundation. The minimum amounts of insurance coverage
required under this Paragraph 8.2 shall not be
construed to create a limit of LICENSEE's liability
with respect to its indemnification under Paragraph
8.1 of this agreement.

b. LICENSEE shall provide M.I.T. with written
evidence of such insurance upon request of M.I.T.
LICENSEE shall provide M.I.T. with written notice at
least fifteen (15) days prior to cancellation,
non-renewal or material change in such insurance; if
LICENSEE does not obtain replacement insurance
providing comparable coverage prior to the expiration
of such fifteen (15) day period, M.I.T. shall have
the right to terminate this Agreement effective at
the end of such fifteen (15) day period without
notice or any additional waiting periods.

c. LICENSEE shall maintain such commercial
general liability insurance beyond the expiration or
termination of this Agreement during (i) the period
that any LICENSED PRODUCT and/or LICENSED PROCESS is
being commercially distributed or sold (other than
for the purpose of research and development and
obtaining regulatory approvals) by LICENSEE or by a
licensee, affiliate or agent of LICENSEE and (ii) a
reasonable period after the period referred to in (c)
(i) above which in no event shall be less than
***************.

d. This ***************.

4. Article 10 shall be deleted and replaced with the following:

LICENSEE shall not use the names or trademarks of the
Massachusetts Institute of Technology, Massachusetts General
Hospital, nor the Whitehead Institute for Biomedical Research,
nor any adaptation thereof, nor the names of any of their
employees, in any advertising, promotional or sales literature
without prior written consent obtained from M.I.T., M.G.H. or
WHITEHEAD, or said employee, in each case, except that
LICENSEE may state that it is licensed by M.I.T., M.G.H. and
WHITEHEAD, under one or more of the patents and/or
applications comprising the PATENT RIGHTS.

All other terms and conditions as set forth in the Agreement.

<PAGE> 20

Agreed to for:

MASSACHUSETTS INSTITUTE OF TECHNOLOGY

By: /s/ Lita L. Nelson
----------------------------------------
Name Lita L. Nelson
---------------------------------------
Title Techology Licensing Office
--------------------------------------
Date October 30, 1997
---------------------------------------

WHITEHEAD INSTITUTE FOR BIOMEDICAL RESEARCH

By: /s/ John Pratt
----------------------------------------
Name John Pratt
---------------------------------------
Title Vice President
--------------------------------------
Date November 3, 1997
---------------------------------------

DYAX CORP.

By: /s/ L. Edward Cannon
----------------------------------------
Name L. Edward Cannon
---------------------------------------
Title President
--------------------------------------
Date November 10, 1997
---------------------------------------

<PAGE> 1

EXHIBIT 10.20

CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

RESEARCH AND DEVELOPMENT AGREEMENT

This RESEARCH AND DEVELOPMENT AGREEMENT ("Agreement") is made as of
this 10th day of March, 1997 (hereinafter "Effective Date") by and between
DEBIOPHARM S.A., having its principal place of business at 17, rue des Terreaux,
CH-1000 Lausanne 9, Switzerland ("Debio") and Dyax Corp., having its principal
place of business at One Kendall Square, Bldg. 600, 5th Floor, Cambridge,
Massachusetts, 02139, USA ("Dyax") with respect to the following facts:

WITNESSETH:

WHEREAS, Dyax possesses certain know-how and proprietary rights,
including patents (granted and pending) concerning the identification,
production and purification of EPI-HNE4, an inhibitor of human neutrophil
elastase, and of other molecules with similar anti- neutrophil elastase
activity;

WHEREAS, Debio possesses expertise in the development and registration
of therapeutic products and wishes to conduct certain "Research," as defined
herein, concerning EPI-HNE4 for the purpose of determining whether EPI-HNE4 has
therapeutic potential in humans; and

WHEREAS, both Dyax and Debio wish to enter into a Research and
Development Agreement, governing the "Research" to be conducted by Debio, which
will then provide Debio with the exclusive option to license certain exclusive
rights to develop and distribute EPI-HNE4 within certain geographic markets;

NOW, THEREFORE, Dyax and Debio agree as follows:

1. DEFINITIONS AND INTERPRETATIONS.

Terms, when used with initial capital letters, shall have the meanings
set forth below or at their first use when used in the Agreement.

1.1 "Affiliates" means any corporation or other business entity
controlled by, controlling, or under common control with or by either
party to this Agreement. For this purpose, "control" means direct or
indirect beneficial ownership of more than fifty percent (50%) of the
voting stock, or more than fifty percent (50%) interest in the income,
of a party or such corporation or other business.

<PAGE> 2

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SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

1.3 "Confidential Information," as used herein shall mean each party's
confidential information, know-how or data, and includes manufacturing,
marketing, personnel and other business information and plans, whether
in oral, written graphic or electronic form, and which is identified as
confidential. Confidential information shall not be deemed
confidential, and the receiving party shall have no obligation with
respect to any information which is (a) known by the receiving party
prior to disclosure by the furnishing party, and reduced to writing by
the receiving party, (b) information which is in the public domain or
subsequently enters the public domain through no fault of either party,
(c) information that is received by the receiving party from an
independent third party with the lawful right to disclose. All test and
development data, processes, methods and other technology developed by
Debio pursuant to the Agreement shall also be "Confidential
Information".

1.4 "Debio" shall mean Debiopharm S.A. and Affiliates.

1.5 Dyax" shall mean Dyax Corp. and Affiliates, and their successors
and assigns.

1.6 "EPI-HNE" shall mean molecules, *************** described in the
Dyax patent application designated LEY-1PCT in Exhibit A.

1.7 "EPI-HNE Patent Rights" shall mean the patent applications listed
as Exhibit A, attached hereto and hereby made a part hereof and any and
all continuations, divisions, renewals, reissues, reexaminations,
continuations-in-part and extensions corresponding thereto, and any
patents issuing therefrom.

1.8 "Know-How" shall mean any and all technical information, test and
development data, formulations, processes, ideas, protocols, regulatory
files and the like, which is non-patentable and discovered or developed
pursuant to the Research.

1.9 "Product" means any pharmaceutical formulation containing EPI-HNE
for use in the Field of Use (as defined in Section 15.2), pursuant to
EPI-HNE Patent Rights.

1.10 "Research" by Debio shall mean the procurement, investigation and
study of EPI-HNE4 for the purposes of determining whether EPI-HNE4 has
therapeutic potential in humans for the treatment of cystic fibrosis,
ARDS, or chronic obstructive pulmonary diseases, such as emphysema and
chronic bronchitis, all as set forth in the Research Plan in Exhibit B,
attached hereto and hereby made a part hereof.

1.11 "Revenues" shall mean the *************** from the commercial use
or sale of Product, including all payments from sublicensees, less the
following items: (a) ***************,

<PAGE> 3
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SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

(b) payments ***************, and (c) payments *************** (and
***************).

1.12 "Territory" means the countries of the European Union,
*************** in which Dyax may grant rights to Debio pursuant to
Article 15.2.2

2. THE DEVELOPMENT AND EVALUATION WORK PHASE.

2.1 SCOPE OF AGREEMENT.

2.1.1 OBLIGATION OF DYAX. To facilitate the Research, Dyax shall
provide *************** for use solely in performance of the Research,
under the conditions set forth herein. Dyax shall also provide
available information developed by Dyax and third parties concerning
the therapeutic potential of EPI-HNE in humans.

2.1.2 OBLIGATION OF DEBIO. Debio agrees to perform the Research in
accordance with the Research Plan, as may be amended from time to time
by mutual agreement of the parties. The Research shall be conducted
***************.

2.1.3 RECORDKEEPING BY DEBIO. Debio agrees to maintain records, in
accordance with generally accepted accounting practices in Switzerland,
of its research and development costs in performing the Research Plan.
In the event such costs are relevant to Revenue sharing in accordance
with Sections 4.4.1 or 15.3, Dyax shall have the right from time to
time to audit such records using an independent accountant.

2.2 DUE DILIGENCE AND WORKMANSHIP. Debio shall use its best efforts to
conduct the Research in accordance with Good Clinical Practices and to
deliver to Dyax reports of the results. However, the parties agree that
the results of the Research cannot be accurately predicted, and that
Debio does not warrant or guarantee that the Research will yield any
useful or anticipated results. The sole obligation of Debio is to
diligently pursue the activities pursuant to the Research.

2.3 DEVELOPMENT AND EVALUATION PHASE RESEARCH LICENSES.

2.3.1 LICENSE TO DEBIO. For the term of this Agreement only and as
reasonably necessary to perform the Research (and with no commercial
rights), Dyax grants to Debio an exclusive royalty-free license under
the EPI-HNE Patent Rights, Dyax Know-How, EPI-HNE4 Materials and rights
arising under Section 4.1 herein in the Field of Use for the Territory.

2.3.2 To the best of Dyax's knowledge up to the Effective Date, the
EPI-HNE Patent Rights are valid and effective, as shown in Exhibit A,
has been properly filed, prosecuted and/or issued in the respective
offices and jurisdictions, and all applicable fees due and payable have
been paid.

<PAGE> 4

2.3.3 In the event that any of the EPI-HNE Patent Rights under Exhibit
A should not be granted or established by reasonable proof to Debio's
satisfaction, Debio may either terminate this Agreement under Section
8.1 or negotiate a license agreement with the relevant third party, in
its sole discretion, to conduct the Research.

3. TRANSFER AND HANDLING OF MATERIALS.

3.1 Debio shall use the EPI-HNE4 Materials and Dyax Confidential
Information solely for the purposes specified in this Agreement and for
no other purpose, including without limitation, use in any research
activities other than those which relate directly to the purposes
specified herein, or for any commercial purpose. Such use shall be in
compliance with all applicable laws and regulations. Upon conclusion of
the Research, Debio shall return or destroy, as directed by Dyax, all
unused EPI-HNE4 Materials. Debio shall not sell, transfer, disclose or
otherwise provide access to the EPI-HNE4 Materials or Dyax Confidential
Information, any method or process relating thereto or any material
that could not have been made but for the foregoing, to any person or
entity without the prior express written consent of Dyax, except that
Debio may allow access to the EPI-HNE4 Materials to employees or agents
for purposes consistent with the Agreement. Debio will make diligent
efforts to ensure that such employees and agents will use the EPI-HNE4
Materials in a manner that is consistent with the terms of the
Agreement. Dyax shall use Debio Know-How solely for the purposes
specified in this Agreement and for no other purpose.

3.2 Upon termination of the Agreement and except as provided under any
license agreement, Debio shall immediately cease all use, including,
without limitation, research and commercial use, of the EPI-HNE4
Materials and Dyax Confidential Information and shall, according to
Dyax's instructions, destroy or return the EPI-HNE4 Materials and any
copies or replications thereof, under the control of Debio.

3.3 Debio acknowledges and agrees that the EPI-HNE4 Materials may have
biological and/or chemical properties that are unpredictable and
unknown at the time of transfer and that they are to be used with
caution and prudence.

3.4 Title to and ownership rights in the EPI-HNE4 Materials shall
remain with Dyax and Debio will acquire no title thereto as a result of
this Agreement.

4. OWNERSHIP OF RESULTS.

4.1 PATENTABLE INVENTIONS. Unless otherwise agreed to by the parties in
any license or other agreement, all patentable inventions, improvements
and any patent rights appurte- nant thereto, conceived and reduced to
practice pursuant

<PAGE> 5

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

to the Research shall be owned jointly where created jointly or solely
by each party where so created. Licenses to any such inventions,
improvements and patent rights, however owned, shall be governed by the
terms of this Agreement and/or any future license agreement pertaining
to such rights.

4.1.1 If either party identifies or becomes aware of a patentable
invention, that party shall promptly submit a written description of
the subject matter of such invention to the other party. With regard to
inventions with application to the Research or future products within
the Field of Use, *************** shall have primary responsibility for
determining whether to file patent applications in the Territory, and
shall be responsible for determining the timing and scope of a patent
application and for selecting the countries for filing, and for the
filing, prosecution and maintenance of such patent application and all
patents issuing therefrom. Debio and Dyax shall provide to each other
all necessary cooperation relating to the filing, prosecution and
maintenance of such patent applications. All expenses for such matters
in the Territory shall be borne by ***************.

4.2 KNOW-HOW. Subject to Section 8 and unless otherwise agreed to by the
parties, ***************.

4.3 COOPERATION. Both Debio and Dyax undertake to promptly notify the
other of any patentable invention, as described in Section 4.1, and to
cause their respective employees to sign and complete all such deeds,
documents, patent applications, assignments, and other instruments and
to do all such acts and things as are necessary to give full force and
effect to the terms and conditions contemplated by the Agreement and to
makesuch terms and conditions binding on their respective employees.

4.4 RIGHTS OF DYAX. Subject to Debio's rights to add additional
countries to its license pursuant to Section 15.2.2, as for all
patentable inventions and Know-How conceived as a result of the
Research and owned solely or jointly by Debio and subject to
restrictions imposed by any government source of grant monies received
by Debio after the Effective Date:

4.4.1 Outside of the Territory for all therapeutic uses, Dyax shall
have an exclusive license with the right to grant sublicenses; provided
that for any patentable invention and Know-How solely owned by Debio,
Dyax shall pay Debio ***************; and

4.4.2 Throughout the world for all non-therapeutic uses, Dyax shall
have a royalty free exclusive license with the right to grant
sublicenses.

<PAGE> 6

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

5. ADMINISTRATION AND INDEMNIFICATION.

5.1 REPRESENTATIVES. Debio and Dyax will designate a person or persons
of their choice to act representatives during the term of this
Agreement. Dyax designates Dr. Edward Cannon and Debio designates Neil
L. Brown to act as representatives under this Agreement. Each party may
change its representative upon reasonable notice to the other party.

5.2 REPORTS AND ACCESS TO DATA. The parties agree to provide each other
with written detailed Research Status Reports no less frequently than
*************** and to provide the other with access to all Know-How
and any information related to any pre-clinical or clinical
investigations developed from the Research.

5.3 INSURANCE AND INDEMNIFICATION.

5.3.1 Debio shall indemnify and hold harmless Dyax, its employees and
agents against all third party actions, proceedings, claims, demands,
losses, costs, damages or expenses whatsoever which may be brought
against or suffered by Dyax or which Dyax may sustain as a result of
use of Product for testing in or treatment of humans by Debio or under
Debio's supervision.

5.3.2 Both Dyax and Debio agree that ***************, the Research or
any other work performed under this Agreement, except as provided for
under Section 5.3.1 or where losses, costs, damages or expenses are the
result of the willful breach of any term hereof by the other party, or
by the other party's servants, agents, employees or subcontractors.
Each party shall indemnify and hold harmless the other party, its
employees and agents against all third party actions, proceedings,
claims, demands, losses, costs, damages or expenses whatsoever which
may be brought against or suffered by the other party or which such
party may sustain, as a result of willful breach of any term hereof by
the indemnifying party. Such indemnification will survive termination
of the Agreement.

5.3.3 Each party undertakes to notify the other party if it has any
reason to believe that the use of EPI-HNE, EPI-HNE4 Materials, or
Confidential Information could result in a claim by any third party,
and the parties agree that in such case they shall consult in good
faith to take such remedial actions that are necessary to avoid such
liability.

5.3.4 *************** shall take reasonable action to institute and
prosecute legal proceedings against third parties who infringe patents
from the EPI-HNE Patent Rights, or to otherwise defend any issued
patent rights for EPI-HNE4, in the Fields of Use in the Territory. Any
such action, taken

<PAGE> 7

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

under this paragraph, shall be at *************** expense.
*************** shall, if requested by *************** and at
*************** expense, assist in the prosecution of such action.

5.4 STEERING COMMITTEE.

5.4.1 The parties agree to form a Steering Committee to oversee the
Research and to undertake a development program to exploit all
indications for EPI-HNE ***************. The Steering Committee shall
be composed of two representatives of Debio and two representatives of
Dyax. Such Committee shall meet at least every six months (more
frequently, if deemed necessary by at least two members of the
Committee) to discuss the progress of the Research and to consider
options for development of new indications. Representatives may be
accompanied at such meetings by consultants and experts bound by
appropriate confidentiality agreements who may participate, but may not
vote at said meetings. Decisions of the Steering Committee shall be
made by a vote of three or more representatives of the parties. Each
party shall bear their own respective travel and accommodation
expenses, as well as all fees and costs incurred by their consultants
associated with attending such meetings.

6. CONFIDENTIALITY.

6.1 The parties agree that Confidential Information exchanged during
the course of the Agreement will be accorded confidential treatment and shall
not be used for any other purpose than the performance of this Agreement for a
period of *************** from the expiration or termination of the Agreement.
Debio and Dyax may disclose confidential information to candidate sublicensees
solely for the purpose of entering into a business relationship subject to these
candidate sublicensees entering into confidentiality and non-use agreements no
less restrictive than the terms and conditions of Section 6.1.

7. GENERAL PROVISIONS.

7.1 NOTICES. Notices required or permitted to be made or given to
either party hereto pursuant to this Agreement shall be sufficiently
made or given on the date of mailing if sent to such party by certified
or registered mail, postage prepaid, addressed to it at its address set
forth or to such other address as it shall designate by written notice
to the other party as follows:

In the case of Dyax:

Dyax Corp.
One Kendall Square, Bldg. 600, 5th Floor
Cambridge, Massachusetts 02139
Attn: EDWARD CANNON

<PAGE> 8

In the case of Debio:

Debiopharm S.A.
17, rue des Terreaux
Case Postale 211
CH-1000 Lausanne 9
Switzerland
Attn: LEGAL DEPARTMENT

Copies to:

Kostopulos & Associates
205 S. Whiting St., Suite 201
Alexandria, VA 22304
Attn: N. PETER KOSTOPULOS
Telecopier: (703) 751-2807

8. TERMINATION. The Agreement can be terminated at anytime depending upon
the following circumstances:

8.1 The Agreement can be terminated by Debio alone, at any time upon
three (3) months written notice to Dyax.

8.2 In the event that the Agreement is terminated by Debio under
Section 8.1 or by Dyax under Section 8.3, all rights granted to Debio
under Section 2.3.1 shall revert to Dyax. The parties shall meet
immediately to negotiate an assignment to Dyax to all Know-How under
Sections 4.1 and 4.2, information under Section 5.2, and all regulatory
filings. With respect to the assignment of any patentable inventions
and/or patent filings which are solely owned by Debio, the amounts and
details will be negotiated in good faith by Debio and Dyax.

8.3 In the event of any breach of any material term or condition of
this Agreement by either party, the non-breaching party shall give
sixty (60) days written notice to the breaching party to correct such
breach, along with a written explanation supporting its reasons for
termination. In the event the breach is not cured with the sixty-day
period, the non-breaching party shall have the following rights:

8.3.1 immediately terminate and/or modify this Agreement; provided,
however the non-breaching party shall continue to have all rights under
this Agreement, including the right to conduct Research under 2.3.1 and
the right to use all patentable inventions under Section 4.1, all
know-how under Section 4.2, information under Section 5.2, and all
regulatory filings, as well as the license options under Section 15;
all of which, under terms and conditions no less favorable than
provided for under this Agreement;

8.3.2 receive losses and damages sustained as a result of the breach(s)
by the breaching party, unless otherwise excluded or limited by a
provision of the Agreement.

9. TERM OF AGREEMENT. Unless terminated earlier pursuant to Section 8 or
other mutual agreement, this Agreement shall commence

<PAGE> 9

upon the Effective Date and shall terminate upon the expiration of the option
set forth in Section 15. Sections 4.1, 4.4 5.2, 5.3, 6 and 7.1 shall survive
expiration or termination of the Agreement.

10. INDEPENDENT CONTRACTOR. The relationship of Debio and Dyax under this
Agreement is intended to be that of an independent contractor. Nothing contained
in this Agreement is intended or is to be construed so as to constitute the
undersigned parties as partners or either party hereto as an agent or employee
of the other. Neither party has any express or implied right or authority under
this Agreement to assume or create any obligations on behalf of or in the name
of the other, or to bind the other party hereto to any contract, agreement or
undertaking with any third party.

11. COMPLETE AGREEMENT. The parties hereto acknowledge that this document
sets forth the entire agreement and understanding of the parties, except for
pre-existing confidentiality obligations between the parties, and supersedes all
prior written or oral agreements or understandings with respect to the subject
matter hereof. No modification of this Agreement shall be deemed to be valid
unless in writing and signed by both parties.

12. ASSIGNMENT. This Agreement shall be binding upon and inure to the
benefit of the successors or permitted assignees of each of the parties, and may
not be assigned or transferred by either party without the prior written consent
of the other.

13. LAW GOVERNING AND DISPUTE RESOLUTION.

13.1 This Agreement shall be governed by and construed under the laws of
the Commonwealth of Massachusetts.

13.2 In the event the parties are unable to resolve a dispute, the
parties shall engage a single mediator acceptable to both parties. Said
mediator will immediately meet with Senior Vice Presidents of both
parties to discuss the basis for the dispute and to attempt to resolve
the dispute.

13.3 Any dispute, controversy or claim arising under, out of or relating
to this Agreement and any subsequent amendments of this Agreement,
including, without limitation, its formation, validity, binding effect,
interpretation, performance, breach or termination, as well as non
contractual claims, shall be referred to and finally determined by
arbitration in accordance with the WIPO Arbitration Rules. The arbitral
tribunal shall consist of three arbitrators. The place of arbitration
shall be Geneva, Switzerland. The language to be used in the arbitral
proceedings shall be English.

14. EXECUTION. This Agreement shall be executed in two (2) counterparts,
each of which shall be deemed an original, but both of which together shall
constitute one and the same instrument.

15. OPTION TO OBTAIN LICENSE. Dyax hereby grants to Debio an option to
enter into an exclusive license to manufacture, have manufactured, use and sell
EPI-HNE products in the Territory (the "License Agreement"), for a period of
three (3) years after the Effective Date subject to extension until completion
of the

<PAGE> 10

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

*************** in the Research Plan if such *************** has been started
(the "Option Period"). Debio shall not *************** to Dyax for entering into
the License Agreement. Such a license with Debio shall include, among other
things, the following terms:

15.1 DEFINITIONS. The license agreement shall incorporate definitions
from the Research and Development Agreement, plus additional
definitions deemed appropriate by the parties.

15.2 GRANT OF RIGHTS Dyax shall grant exclusive rights, including the
right to sublicense, to make, have made, use and sell Product, under
the EPI-HNE Patent Rights, Dyax Know-How, inventions and know-how
developed under Sections 4.1 and 4.2 in this Agreement, for the
following therapeutic uses: ***************, such as ***************
("Field of Use").

15.2.1 OTHER INDICATIONS. Debio shall have the *************** a
license in the Territory for the rights to any other therapeutic
indication outside of the Field of Use, provided that a third party
does not already control the licensing of such rights.

15.2.2 ADDITIONAL COUNTRIES. *************** and rights to
commercialize EPI-HNE in the Field of Use *************** outside the
Territory *************** Dyax shall grant Debio a *************** to
such other countries. Dyax will *************** to Debio of
*************** (***************). Debio shall *************** after
the *************** during which ***************. If Debio
***************, Dyax shall *************** and to ***************.
Before *************** with ***************, Dyax ***************.

15.3 ROYALTIES.

15.3.1 PAYMENTS TO DYAX. As to rights granted by Dyax to Debio, Debio
shall pay Dyax *************** of all Revenues received by Debio in the
Field of Use in the Territory. Prior to sharing such Revenues with
Dyax, Debio shall be entitled to *************** equal to
***************. In the event that ***************, the parties agree
***************.

15.3.2 DURATION OF PAYMENTS. Payments under 15.3.1 shall continue on a
country-by-country basis until the expiration or finally determined
invalidity of all patents, granted or to be granted, covering the
products for which Revenues are being received in each country, or for
*************** from the first Commercial Sale of Product in each
country, whichever is longer, provided that revenues are being received
on the Product.

15.4 TERRITORY. The territory will be the same geographic areas as
defined in the Agreement.

15.5 EXERCISE OF THE OPTION. At any time during the Option Period,
Debio may notify Dyax that Debio exercises the

<PAGE> 11
CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES
AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

option. Debio and Dyax shall then meet at their mutual convenience to
negotiate in good faith the remaining terms of the License Agreement.

15.5.1 If Debio and Dyax have not signed the License Agreement within
*************** from the exercise of the option, either party may refer
the matter to mediation followed, in the absence of an agreement, by
arbitration.

15.5.2 The License Agreement will be effective no later than
*************** after the commencement of the mediation, even if the
final agreement is reached later or the final decision is rendered
later.

15.5.3 MEDIATION. Any disagreement as to the terms of the License
Agreement shall be submitted to mediation in accordance with the WIPO
Mediation Rules. The place of mediation shall be Geneva. The language
to be used in the mediation shall be English.

15.5.4 ARBITRATION. If, and to the extent that, any such disagreement
as to the terms of the License Agreement has not been settled pursuant
to the mediation within *************** of the commencement of the
mediation, it shall, upon the filing of a Request for Arbitration by
either party, be referred to and finally determined by arbitration in
accordance with the WIPO Expedited Arbitration Rules. Alternatively,
if, before the expiration of the said period of ***************, either
party fails to participate or to continue to participate in the
mediation, the disagreement as to the terms of the License Agreement
shall, upon the filing of a Request for Arbitration by the other party,
be referred to and finally determined by arbitration in accordance with
the WIPO Expedited Arbitration Rules. The place of arbitration shall be
Geneva. The language to be used in the arbitral proceedings shall be
English.

15.5.4.1 Within a short period to be fixed by the Arbitral Tribunal,
each party shall submit to the Arbitral Tribunal a full proposal for
the License Agreement, which will not be communicated to the other
party. The Arbitral Tribunal shall then decide which of the two
proposals is closer to the common intent of the parties as evidenced by
documentary record between the two parties, including, but not limited
to the research and development program and correspondence between the
parties. The Arbitral Tribunal is authorised to decide ex_aequo et
bono. The Arbitral Tribunal may not take some terms in one proposal and
some other terms in the other proposal, but shall choose one proposal
and decide that it shall constitute the License Agreement deemed
entered into by the parties.

16. FORCE MAJEURE.

<PAGE> 12

16.1 Neither party shall be liable for a failure to comply with a
provision herein, if it is prevented from performing the said provision
because of force majeure, this notion being defined as an event beyond
the control of the parties hereto and independent from their will
including, but not limited to, strikes or other labor trouble, war,
insurrection, fire, flood, explosion, discontinuity in supply of power,
court order or governmental interference.

16.2 Despite the event of force majeure, either party hereto shall
undertake reasonable efforts to comply to the extent possible with its
obligations vis-a-vis the other party, pursuant to this Agreement.

16.3 The party invoking an event of force majeure must notify it
forthwith to the other party, and must specify which one or ones of its
obligations it is being prevented from complying with, and the nature
of force majeure, and must give an estimate of the period during which
it is likely that it shall be prevented from complying with the said
obligation or obligations.

17. MISCELLANEOUS.

17.1 In the event that, during the duration of this Agreement, the
regulations in force at the time of its execution are drastically
modified, or in the event that the data on which the parties hereto
relied to enter into this Agreement change in such a manner that one
party shall suffer severe hardship, which could not reasonably be
foreseen as of the date on which this Agreement was executed, the
parties hereto shall then meet and adapt the conditions of this
Agreement to the new situation, in a manner equitable to both parties.

17.2 If any provision of this Agreement should be or become fully or
partly invalid or unenforceable for any reason whatsoever or should
violate any applicable law, this Agreement is to be considered
divisible as to such provision and such provision is to be deemed
deleted from this Agreement, and the remainder of this Agreement shall
be valid and binding as if such provision were not included therein.
There shall be substituted for any such provision deemed to be deleted
a suitable provision which, as far as is legally possible, comes
nearest to the sense and purpose of the stricken provision.

17.3 Failure by any party to enforce any term or provision of this
Agreement in any specific instance or instances hereunder shall not
constitute a waiver by such party of any such term or provision, and
such party may enforce such term or provision in any subsequent
instance without any limitation or penalty whatsoever.

17.4 The headings set forth in this Agreement are for convenience only
and do not qualify or affect the terms or conditions of this Agreement.

<PAGE> 13

IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year
first above written.

DEBIOPHARM S.A. DYAX CORP.

By: /s/ R.R. Mauvernay By: /s/ L. Edward Cannon
------------------------------ -------------------------------
11/3/97 3/3/97

<PAGE> 14

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

EXHIBIT A - EPI-HNE Patent Rights

CONFIDENTIAL

DYAX NEUTROPHIL ELASTASE INHIBITOR PATENT RIGHTS

==============================================================================
COUNTRY APPLICATION NO. FILING DATE STATUS
- ------------------------------------------------------------------------------
US *************** *************** Abandoned
(Ladner 7C) in favor

of US

*********
******
- ------------------------------------------------------------------------------
Canada *************** *************** Pending
(Ladner 7C)

- ------------------------------------------------------------------------------
EPO *************** *************** Pending
(Ladner 7C)

- ------------------------------------------------------------------------------
Japan *************** *************** Pending
(Ladner 7C)

- ------------------------------------------------------------------------------
PCT *************** ***************

(Ladner 7C)

- ------------------------------------------------------------------------------
US *************** *************** Allowed
(Ley 1)
- ------------------------------------------------------------------------------
PCT *************** *************** Will go
(Ley 1A) national
6/16/97
==============================================================================

* Priority applciations: USSN *************** filed ***************
(Ladner 7 which issued as US Patent 5,223,409) and USSN ************
filed *************** (Ladner 9 abandoned in favor of **************)

<PAGE> 1
EXHIBIT 10.21

CONFIDENTIAL MATERIAL OMITTED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

JOINT COLLABORATION AGREEMENT

THIS LICENSE AGREEMENT (this "Agreement"), effective as of October 1, 1997 (the
"Effective Date"), is between DYAX CORP., a Delaware corporation, having places
of business at One Kendall Square, Bldg. 600, 5th Fl., Cambridge, Massachusetts
02139 and 1500 Avon Street Extended, Charlottesville, VA 22902 ("DYAX"); and
CROPTECH DEVELOPMENT CORPORATION, a Virginia corporation, having its principal
place of business at 1861 Pratt Drive, Blacksburg, Virginia 24060 ("CROPTECH").

RECITALS

WHEREAS, DYAX and CROPTECH have submitted a proposal to the Advanced Technology
Program administered by the National Institute of Standards and Technology
("NIST") to undertake a joint venture to conduct the Researched Program, as
defined herein;

WHEREAS, NIST has selected such proposal for funding, with such funding to be
governed by a NIST Cooperative Agreement;

WHEREAS, DYAX and CROPTECH wish to enter into an agreement setting forth their
respective rights and responsibilities in respect to the Research Program.

WHEREAS, the Parties have selected CropTech Development Corporation to serve as
the Administrator (the "Administrator") for the joint venture and wish to
authorize that organization to perform certain functions, specifically including
execution of the NIST Cooperative Agreement and thereby binding all the Parties
to the terms and conditions of that Agreement.

NOW, THEREFORE, in consideration of the mutual covenants set forth in this
Agreement, the parties hereby agree as follows:

ARTICLE 1. DEFINITIONS

For purposes of this Agreement, the terms defined in this Article shall have the
meanings specified below:

1.1. "CROPTECH TECHNOLOGY" shall mean any and all know-how, data, technology,
equipment, biological or chemical materials, inventions and patent rights
relating to *************** and the *************** (including,

<PAGE> 2

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

without limitation the ***************), which is owned or controlled by
CROPTECH prior to the Effective Date or which results from the Research Program.

1.2. "DYAX TECHNOLOGY" shall mean any and all know-how, data, technology,
equipment, biological or chemical materials, inventions and patent rights
relating to *************** (including, without limitation, ***************),
and which is owned or controlled by DYAX prior to the Effective Date or which
results from the Research Program.

1.3. "GOVERNMENT USE LICENSE" shall mean a non-exclusive, non-transferrable,
irrevocable, paid-up license which may be granted to the United States
government as set forth in Section 2.4(d) below.

1.4. "PARTY" or "PARTIES" shall mean the parties identified in the Form
NIST-Form-1263 contained in the proposal.

1.5. "PRODUCTS" shall mean proteins and production technologies utilizing
CropTech Technology and Dyax Technology, and which are listed on ATTACHMENT C,
as may be amended from to time by the parties.

1.6. "RESEARCH PRODUCTS" shall mean the research program as described on a
project by project basis in ATTACHMENT A, which may be amended from time to time
by the parties.

ARTICLE 2. RESEARCH PROGRAM

2.1. CONDUCT OF RESEARCH PROGRAM. DYAX and CROPTECH agree to work together to
diligently conduct each project of the Research Program, as set forth in
ATTACHMENT A hereto, and to carry out their respective responsibilities as set
forth in the Research Program and the NIST Cooperative Agreement. Further, the
parties agree to contribute the funds and internal and external resources which
are set forth in the estimated multi-year budget set forth in ATTACHMENT B.

2.2. ADMINISTRATION OF THE RESEARCH PROGRAM. The parties agree that CropTech
Development Corporation shall serve as the administrator for the joint
collaboration ("Administrator") and is authorized to execute a NIST Cooperative
Agreement with NIST and communicate with NIST on the progress of each project of
the Research Program. DYAX and CROPTECH shall each promptly appoint two
representatives to a Management Committee. The Management Committee shall meet
no less frequently than semi-annually during Research Program and shall have the
following responsibilities:

(i) administering the Research Program in accordance with all legal and
regulatory requirements, including review of all progress reports;

2
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(ii) monitor the expenditures of each party for each project in
accordance with B.

(iii) discussing and reaching agreement on the *************** of Products
resulting from each project of the Research Program.

2.3. RECORD & REPORTS. Each party shall retain industry standard records of all
data generated during the Research Program. During the Research Program, each
party shall provide the Management Committee, as defined below, with regular
written reports, no less frequently than ***************, of the status of the
program and a summary of the data and results as of that date.

2.4. OWNERSHIP OF INTELLECTUAL PROPERTY.

(a) The protection of intellectual property rights, including any
invention conceived or first reduced to practice in the course of
the Research Program, all technical information generated in the
course of the Research Program and trade secrets under the Research
Program will be in accordance with the NIST Cooperative Agreement
and the Proposal which is attached to this Agreement as Attachment D
subject to Section 2.4(d) below.

(b) DYAX shall own all Dyax Technology and CROPTECH shall own all
CropTech Technology, subject to certain rights retained by the
government in accordance with the NIST Cooperative Agreement.

(c) For inventions resulting from the Research Program, inventorship
shall be determined in accordance with federal law governing patent
inventors, and ownership shall be determined in accordance with (a)
above. Each party shall have responsibility for the cost and
decisions in filing for, maintaining and defending patent
applications and patents for their respective inventions. Further
each party shall provide reasonable cooperation to the other on such
patent matters.

(d) The United States may reserve a nonexclusive, nontransferable,
irrevocable paid-up license to practice or have practiced for or on
behalf of the United States any intellectual property that arises
out of the Research Program, but shall not, in the exercise of such
license, publicly disclose proprietary information related to such
license.

(e) Dyax and CropTech hereby authorize that, in accordance with the
Advanced Technology Program rules and

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regulations, specifically 15 CFR ss.295.8(a)(1), title to inventions
arising from assistance by the Program will vest in a company or
companies incorporated in the United States. Title to any such
intellectual property shall not be transferred or passed, except to
a company incorporated in the United States, until the expiration of
the first patent obtained in connection with such intellectual
property. Nothing in this paragraph shall be construed to prohibit
the licensing to any company of intellectual property rights arising
from assistance provided under this Section.

2.5. CONFIDENTIAL INFORMATION. In connection with the performance of their
respective obligations under this Agreement, each party intends to disclose
certain confidential information and materials to the other party, to include
CropTech Technology and Dyax Technology (the "Confidential Information"). During
the term of this Agreement and for a period of *************** thereafter, each
party shall maintain all Confidential Information in strict confidence, except
that the receiving party may disclose or permit the disclosure of any
Confidential Information to its directors, officers, employees, consultants,
advisors and commercial partner candidates who are obligated to maintain the
confidential nature of such Confidential Information and who need to know such
Confidential Information for the purposes set forth in this Agreement; and each
party shall use all Confidential Information solely for the purposes set forth
in this Agreement. The obligations of confidentiality and non-use set forth
above shall not apply to the extent that the receiving party can demonstrate
that Confidential Information: was in the public domain or became party of the
public domain prior through no fault of the receiving party; was independently
developed or discovered by the receiving party prior to the time of its
disclosure under this Agreement; is or was disclosed to the receiving party at
any time by a third party having no obligation of confidentiality with respect
to such Confidential Information; or is required to be disclosed to comply with
applicable laws or regulations, or with a court or administrative order.

ARTICLE 3. COMMERCIAL RIGHTS & OBLIGATIONS

3.1. COMMERCIALIZATION OF PRODUCTS. No later than *************** of completion
of each project set forth in the Research Program, the parties shall meet and
negotiate and agree upon a *************** for the Product resulting from each
project, the terms of which shall be set forth in a ***************. If the
parties are unable to reach agreement for any Product, the matter shall be
resolved in accordance with Section 6.2 herein.

3.2. NO RIGHTS OF LICENSE. Except for the rights set forth in this Agreement,
neither DYAX nor CROPTECH grants to the other

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party any rights or licenses to any of its trade secrets, know-how, technology,
intellectual property or patent rights.

ARTICLE 4. REPRESENTATIONS AND WARRANTIES & INDEMNIFICATION

4.1. REPRESENTATIONS AND WARRANTIES. Each party represents and warrants to the
other that it has the legal right and power to enter into this Agreement, to
extend the rights and licenses granted to the other in this Agreement, and to
fully perform its obligations hereunder, and that the performance of such
obligations will not conflict with it charter documents or any agreements,
contracts, or other arrangements to which it is a party. Further, each party
represents and warrants to the other that it will be solely responsible for
analyzing, defending and/or licensing any patent rights of third parties which
relate to its activities for the Research Program.

4.2. DISCLAIMERS. Nothing in this Agreement shall be construed as a warranty or
representation by either party of the success of the Research Program or of the
Dyax Technology or the CropTech Technology.

4.3. INDEMNIFICATION BY DYAX. DYAX agrees to indemnify, defend, and hold
harmless CROPTECH and its directors, officers, employees, and agents (the
"CROPTECH Indemnitees") against any liability, damage, loss or expense
(including reasonable attorneys fees and expenses of litigation) incurred by or
imposed upon any of the CROPTECH Indemnitees as a result of any claims, suits,
actions, demands, or judgments concerning the negligent, willful or infringement
acts of DYAX or its directors, officers, employees, and agents, including,
without limitation, any acts of patent infringement.

4.4. INDEMNIFICATION BY CROPTECH. CROPTECH agrees to indemnify, defend, and hold
harmless DYAX and its directors, officers, employees, and agents (the "DYAX
Indemnities") against any liability, damage, loss or expense (including
reasonable attorneys fees and expenses of litigation) incurred by or imposed
upon any of the DYAX Indemnities as a result of any claims, suits, actions,
demands, or judgments concerning the negligent, willful or infringement acts of
CROPTECH or its directors, officers, employees, and agents, including, without
limitation, any acts of patent infringement.

ARTICLE 5. TERM AND TERMINATION.

5.1. TERM. Unless sooner terminated as provided herein, this Agreement shall
commence on the Effective Date and shall remain in effect until each
***************, as set forth in Article 3.

5.2. VOLUNTARY TERMINATION. Either party shall have the right to terminate this
Agreement for any reason upon 3 months notice during the Research Program. In
the event of such termination

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the rights and obligations of the parties shall be governed by the NIST
Cooperative Agreement.

5.3. TERMINATION FOR MATERIAL BREACH. In the event that either party commits a
material breach of any of its obligations under this Agreement, including
failure to make timely payment of any amounts due, the non-breaching party may
terminate this Agreement upon 60 days written notice to the other party, unless
the party in breach cures such breach within the 60 days notice period.

5.4. EFFECT OF TERMINATION. Notwithstanding anything to the contrary in this
Article 5, upon the expiration of termination of this Agreement, the following
provisions shall survive the expiration or termination of this Agreement:
Articles 4 & 6 and Sections 2.4, and any obligations to NIST or the other party
as set forth in the NIST Cooperative.

ARTICLE 6. MISCELLANEOUS

6.1. NOTICES. All notices required or permitted to be given pursuant to this
Agreement shall be in writing and shall be deemed to have been duly given upon
the date of receipt if delivered by hand, international overnight courier,
confirmed facsimile transmission, or registered or certified mail, return
receipt requested, postage prepaid to the following addresses or facsimile
numbers:

If to DYAX: If to CROPTECH:
Dyax Corp. CropTech Development
Corporation
One Kendall Square 1861 Pratt Drive
Bldg. 600 5th Fl. Blacksburg, VA 24060
Cambridge, MA 02139 Attention: Chief Executive
Attention: Chief Executive Officer Officer
Facsimile: (617) 225-2501 Facsimile: (540) 231-8223

Either party may change its designated address and facsimile number by notice to
the other party in the manner provided in this Section.

6.2. DISPUTE RESOLUTION. In the event either party has a dispute regarding any
of the terms of this Agreement, that party shall notify the other party in
writing. The parties shall use their best efforts to resolve the dispute
amicably at the Management Committee, or if the Management Committee is
unsuccessful in reaching resolution, the parties shall refer the matter for
resolution by their Chief Executive Officers. If such attempts are not
successful in resolving the dispute within a period of *************** following
the notice of dispute, either party may refer the dispute to the American
Arbitration Association for hearing and resolution within ***************, using
one mutually agreed upon arbitrator with industry experience relevant to this
Agreement and at a forum in the

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Charlottesville, Virginia area. Upon reference of the dispute for arbitration,
neither party shall contest such dispute in a court of law until the completion
of the arbitration process.

6.3. POWERS OF ATTORNEY. By signing this Agreement, the Parties grant to
Administrator a Power of Attorney for the sole purpose of binding each Party to
the terms and conditions of the NIST Cooperative Agreement.

6.4. PRESS RELEASES & USE OF NAMES. The parties shall mutually agree upon any
press release or similar public disclosure concerning this Agreement.

6.5. HEADINGS & COUNTERPARTS. All headings in this Agreement are for convenience
only and shall not affect the meaning of any provisions hereof. This Agreement
may be executed in one or more counterparts, each of which shall be deemed an
original, and all of which together shall be deemed to be one and the same
instrument.

6.6. ASSIGNMENT. This Agreement may not be assigned by either party without the
prior written consent of the other party, except that either party may assign
this Agreement to any of its Affiliates or to a successor in connection with the
merger, consolidation, or sale of all or substantially all of its assets or that
portion of its business pertaining to the subject matter of this Agreement, with
prompt written notice to the other party of any such assignment.

6.7. COMPLIANCE WITH LAW. Nothing in this Agreement shall be construed so as to
require the commission of any act contrary to law, and wherever there is any
conflict between any provision of this Agreement and any statute, law, ordinance
or treaty, the latter shall prevail, but in such event the affected provisions
of the Agreement shall be conformed and limited only to the extent necessary to
bring it within the applicable legal requirements.

6.8. AMENDMENT AND WAIVER. This Agreement may be amended, supplemented, or
otherwise modified only by means of a written instrument signed by both parties.
Any waiver of any rights or failure to act in specific instance shall relate
only to such instance and shall not be construed as an agreement to waive any
rights or fail to act in any other instance, whether or not similar.

6.9. PRECEDENCE. Should there be any conflict between the terms and conditions
of this Agreement and the NIST Cooperative Agreement, the NIST Cooperative
Agreement shall take precedence.

6.10. SEVERABILITY. In the event that any provision of this Agreement shall, for
any reason, be held to be invalid or unenforceable in any respect, such
invalidity or unenforceability

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shall not affect any other provision hereof, and the parties shall negotiate in
good faith to modify the Agreement to preserve their original intent.

6.11. ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between
the parties with respect to the subject matter hereof and supersedes all prior
agreements or understandings between the parties relating to the subject matter
hereof.

IN WITNESS WHEREOF, the undersigned have duly executed and delivered this
Agreement as a sealed instrument effective as of the date first above written.

DYAX CORP. CROPTECH DEVELOPMENT CORPORATION

By: /s/ Henry E. Blair By: /s/ David N. Radin
Name: Henry E. Blair Name: David N. Radin
Title: Chairman & CEO Title: President

Attachments:

Attachment A: ***************
Attachment B: ***************
Attachment C: ***************
Attachment D: ***************

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Attachment A: ***************

***************

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Attachment B: ***************

***************

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Attachment C: ***************

***************

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Attachment D: ***************

***************

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EXHIBIT 10.22

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COOPERATION AGREEMENT

between DYAX CORP.
One Kendall Square
Building 600, 5th Floor
Cambridge, MA 02139
USA

(hereinafter referred to
as DYAX)

and NOVO NORDISK A/S
Novo Alle
DK-2880 Bagsvaerd
Denmark

(hereinafter referred to
as NOVO NORDISK)

WITNESSETH:

WHEREAS NOVO NORDISK is one of the world's largest
manufacturers of insulin and possesses valuable
know-how and expertise relating to analysis and
purification of proteins; and

WHEREAS DYAX is a biotechnology and separation products
company that possesses valuable know-how and
expertise relating to phage display and
chromatography technology;

WHEREAS NOVO NORDISK and DYAX wish to i) cooperate in the
discovery and development of ***************
systems (as further defined below), ii) to provide
for NOVO NORDISK to have certain exclusive
worldwide rights and licenses to the discoveries
and development resulting from the cooperation,
and iii) to provide for DYAX to receive
appropriate payment for its contribution to such
discovery and development;

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NOW THEREFORE in consideration of the foregoing and of the mutual promises and
covenants contained herein NOVO NORDISK and DYAX agree as follows:

1 DEFINITIONS

1.1 The term "Affiliate" of a Party shall mean any person,
corporation, firm, partnership or other entity which directly
or indirectly controls, is controlled by or is under common
control of either Party. For the purposes of this definition
only, "control" shall mean the power to direct or cause the
direction of the management and the policies of an entity,
whether through the ownership of a majority of the outstanding
voting securities or by contract or otherwise.

1.2 The term "controlled" shall mean possession of the ability to
grant licenses or sublicenses without violating the terms of
any agreement or other arrangement with, or the rights of, any
third party.

1.3 The term "DYAX Know-how" shall mean all proprietary know-how,
technology, biological or chemical materials, discoveries,
inventions, patent rights, trade secrets, formulated
procedures and results owned or controlled by DYAX.

1.4 The term "Effective Date" shall mean the date of the last
party's signature hereto.

1.5 The term "*************** Site" shall mean ***************.

1.6 The term "Field" shall mean development of ***************
Systems including Ligands directed against a given
*************** for use ***************.

1.7 The term "Ligand" shall mean any *************** binding to
the *************** or *************** Sequence.

1.8 The term "*************** Sequence" shall mean the
***************.

1.9 The term "NOVO NORDISK know-how", shall mean all proprietary
know-how, technology, biological or chemical materials,
discoveries, inventions, patent rights, trade secrets,
formulated procedures and results owned or controlled by NOVO
NORDISK.

1.10 The term "Phage Display Technology" shall mean the DYAX
Know-How which relates to the display of genetic

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diversity on the bacteriophage, and DYAX's associated patent
rights.

1.11 "Product" shall mean any therapeutic product, in which the
discovery or development involved the use of a ***************
System.

1.12 The term *************** shall mean *************** which is
part of the Project hereunder, and as further specified in
Exhibit A which Exhibit is an integral part of this Agreement
and which Exhibit shall be updated on a regular basis.

1.13 "*************** Systems" shall mean each system comprising a
*************** and Ligand for which NOVO NORDISK has made the
transfer fee set forth in Section 4.2

2 SCOPE OF AGREEMENT

2.1 OBJECTIVES

The objectives of this Agreement are to cooperate in the Field
in order to enable the parties to use the results arising
therefrom as further described below.

2.2 DESCRIPTION OF THE COOPERATION

The Cooperation shall consist of a two year program of
discovery and development in the Field sponsored by NOVO
NORDISK and conducted by NOVO NORDISK and DYAX (the Project).

The Project shall during the term of this Agreement and for a
period of *************** after termination hereof be the
exclusive effort of DYAX for work with ***************. NOVO
NORDISK shall be free to work in the Field with third parties
provided, however, that nothing herein grants any right to
NOVO NORDISK under DYAX's Phage Display Technology.

The Project shall be conducted in accordance with the Project
program developed by the parties, the current version of which
is attached hereto as Exhibit A. The parties will from time to
time review, redesign and/or redirect the Project program in
accordance with the parties' discussions and the progress and
results of the cooperation.

DYAX will disclose DYAX Know-how and NOVO NORDISK will
disclose NOVO NORDISK Know-how only to the extent it is

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necessary for the work to be carried out under the Project
Program. The parties shall only use materials and samples
supplied by the other party and the DYAX Know-how and the NOVO
NORDISK know-how as provided for in this Agreement.

2.3 FUNDING AND PAYMENT

NOVO NORDISK shall fund DYAX researchers equivalent to
*************** to conduct the *************** Project program
covered by this Agreement. *************** funded by NOVO
NORDISK shall be subject to review and approval by NOVO
NORDISK in connection with the quarterly meetings pursuant to
Section 2.4. The *************** will be funded by NOVO
NORDISK at a rate of USD *************** per year (the
*************** rate) payable in *************** installments
of USD ***************.

Payment by NOVO NORDISK to DYAX for the first ***************
of the Project program shall be made by NOVO NORDISK to DYAX
***************. Thereafter payments shall be made by NOVO
NORDISK to DYAX ***************. The *************** rate
shall cover ***************.

2.4 TIMINGS, MINUTES OF MEETING AND REPORTS

Work on the stages stated in Exhibit A will be performed
continuously but not necessarily in the sequence stated.
Meetings will be held between the parties no less than every
*************** and the locations will alternate between
Copenhagen and Cambridge, MA, or as otherwise mutually agreed
upon between the parties. The representatives of each party
present during the meetings are responsible for ensuring that
decisions taken are in compliance with the policy of their
respective party and that except as otherwise explicitly
stated all formal approvals or authorizations which may be
required under the decision making procedures of each of the
parties have been obtained.

After the each meeting held, NOVO NORDISK will draw up written
minutes, such written minutes to be signed by all
representatives present and participating in the meeting in
question. The minutes must be issued within *************** of
each meeting.

Each party shall bear its own costs in connection with all
meetings held, including its own travel and lodging expenses.

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*************** shall have the casting vote in the event of
disagreement between the parties relating to the conduct of
the Project.

DYAX will provide NOVO NORDISK on a current basis with
reasonably detailed written reports on the result and status
of its discovery and development work and no later than
*************** after the expiry of this Agreement shall DYAX
to NOVO NORDISK provide a written report covering the results
of the Project program and all activities carried out
hereunder. The report shall be the property of NOVO NORDISK.

2.5 RESPONSIBILITIES OF THE PARTIES

NOVO NORDISK undertakes to:

- ***************

DYAX undertakes to:

- ***************

- ***************.

3 INTELLECTUAL PROPERTY RIGHTS

DYAX shall remain the sole owner of all DYAX Know-how possessed by DYAX prior to
entering into this Cooperation Agreement and shall own all Ligands and Phage
Display Technology resulting from this Agreement which are proprietary to DYAX.

NOVO NORDISK shall remain the sole owner of all NOVO NORDISK Know-how possessed
by NOVO NORDISK prior to entering into this Cooperation Agreement and shall own
all *************** and *************** Sites resulting from this Agreement and
which are proprietary to NOVO NORDISK.

Except as set forth above NOVO NORDISK and DYAX shall retain joint ownership of
any and all inventions whether patentable

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or not made jointly by the parties during the Project Program under this
Agreement. *************** is hereby granted the first right to decide if and
how to file and where to ***************. In the event *************** decides
against such a filing, *************** shall have the right to decide on such
filing. The parties will mutually agree how to defend such *************** and
how to share the costs relating thereto.

4 EXCLUSIVE LICENSE, PAYMENTS AND LIGAND SUPPLY

4.1 Subject to the payment and other obligations herein, DYAX
hereby grant to NOVO NORDISK an exclusive, unrestricted,
perpetual worldwide right and license, with the right to grant
sublicenses to Affiliates, under any DYAX Know-How and patent
rights to make, have made, use and sell the ***************
Systems in the Field and to make, have made, use and sell
Products. In the event that NOVO NORDISK desire to utilize any
*************** System outside the Field (e.g.
***************), the parties shall negotiate in good faith
the terms of such license extension.

4.2 Upon the transfer of each Ligand from DYAX to NOVO NORDISK in
accordance with the Project, NOVO NORDISK shall have
*************** to evaluate the Ligand and determine whether
it wishes an exclusive license to a *************** System
which includes such Ligand pursuant to Section 4.1 including
improvements thereof. DYAX undertakes to transfer to NOVO
NORDISK for NOVO NORDISK's evaluation all Ligands developed
under the Project. If NOVO NORDISK so wishes to be granted
such license, NOVO NORDISK shall pay to DYAX the sum of
*************** as a license fee for each such ***************
System prior to expiration of the relevant ***************
period. There shall be no obligation or restriction as to the
number of *************** Systems licensed, if any, by NOVO
NORDISK.

4.3 As additional consideration for the rights granted by DYAX
hereunder, NOVO NORDISK agrees to make the following
*************** to DYAX for each Product of NOVO NORDISK or
its sublicensees, payable within *************** of the
achievement of each ***************:

(a) For the first ***************, or ***************,
for each Product, whichever comes earlier: The sum of
***************;

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(b) For the initiation of *************** or its
*************** for each Product: The sum of
***************;

(d) For the *************** of each Product: The sum of
***************.

4.4 NOVO NORDISK agrees that during the term of this Agreement,
DYAX shall have the first right to supply NOVO NORDISK with
its requirements for Ligand for use in *************** Systems
at a cost equal to ***************. (The parties will
negotiate in good faith more detailed terms of such agreement
when appropriate.

5 CONFIDENTIALITY

The parties have entered into a Secrecy Agreement dated September 6, 1996,
(including amendment thereof of October 28, 1996) which Secrecy Agreement shall
still be valid.

In addition to the Secrecy Agreement NOVO NORDISK and DYAX agree that they will
exert diligent efforts to ensure their employees, agents, and consultants will
not disclose or publish any proprietary or confidential technical or business
information or any proprietary biological or chemical materials (collectively
hereinafter referred to as "Information") transmitted to one another for use in
the performance of this Agreement. The confidentiality obligations herein shall
not apply to:

i) Information, that at the time of disclosure, is in the public domain;
or

ii) Information, that after disclosure, becomes available to the public or
is lawfully made available to DYAX or NOVO NORDISK by a third party
without restrictions as to disclosure; or

iii) Information that NOVO NORDISK and DYAX mutually agree in writing to
release from the terms of this Agreement; or

iv) Information required to be disclosed by order of a court or other
governmental body after consultation with the party who owns the
Information.

NOVO NORDISK and DYAX will not publicise the existence of this Agreement in any
way without the prior written consent of the other subject to the disclosure
requirements of applicable law and regulations. In the event that either party
wishes to make

<PAGE> 8

an announcement concerning this Agreement, that party will seek the consent of
the other party. The terms of any such announcement shall be agreed in good
faith.

6 REPRESENTATIONS AND WARRANTIES

6.1 REPRESENTATIONS AND WARRANTIES OF DYAX

Corporate Power:

DYAX is duly organized and validly existing under the laws of
Delaware and has full corporate power and authority to enter
into this Agreement and to carry out the provisions hereof.

Due authorization:

DYAX is duly authorized to execute and deliver this Agreement
and to perform its obligations hereunder. The person executing
this Agreement on DYAX' behalf has been duly authorized to do
so by all requisite, corporate action.

Binding agreement - no conflicts:

This Agreement is a legal and valid obligation binding upon
DYAX and enforceable in accordance with its terms. The
execution, delivery and performance of this Agreement by DYAX
does not conflict with any agreement, instrument or
understanding, oral or written, to which it is a party or by
which it may be bound, nor violate any material law or
regulation of any court, governmental body or administrative
or other agency having jurisdiction over it. DYAX is not a
party to any contract the terms of which would conflict with
the terms of this Agreement or under which a default or
violation would arise as a result of the execution, entering
into or performance of this Agreement. DYAX has not granted
any third party any rights which would conflict with the
rights granted to NOVO NORDISK hereunder.

Patents and other proprietary rights:

i) DYAX owns or has the right to use free and clear
of all liens, claims and restrictions all patents,
patent applications, trade marks, service marks,
trade names, inventions, trade secrets,
copyrights, licenses and rights, with respect to
the foregoing, used by DYAX for the transactions
proposed to be conducted by it under this
Agreement.

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ii) DYAX has not granted any license or right to use its
proprietary information or intellectual property
related to the matters covered by this Agreement and
will not grant any license or rights inconsistent
with NOVO NORDISK's rights hereunder.

6.2 REPRESENTATIONS AND WARRANTIES OF NOVO NORDISK

Corporate Power:

NOVO NORDISK is duly organized and validly existing under the
laws of Denmark and has full corporate power and authority to
enter into this Agreement and to carry out the provisions
hereof.

Due authorization:

NOVO NORDISK is duly authorized to execute and deliver this
Agreement and to perform its obligations hereunder. The person
executing this Agreement on NOVO NORDISK's behalf has been
duly authorized to do so by all requisite, corporate action.

Binding Agreement-no conflicts:

This Agreement is a legal and valid obligation binding upon
NOVO NORDISK and enforceable in accordance with its terms. The
execution, delivery and performance of this Agreement by NOVO
NORDISK does not conflict with any agreement, instrument or
understanding, oral or written, to which it is a party or by
which it may be bound, nor violate any material law or
regulation of any court, governmental body or administrative
or other agency having jurisdiction over it. NOVO NORDISK is
not a party to any contract the terms of which would conflict
with the terms of this Agreement or under which a default or
violation would arise as a result of the execution, entering
into or performance of this Agreement. NOVO NORDISK has not
granted any third party any rights which would conflict with
the rights granted to DYAX hereunder.

7 PUBLICATION

During the term of this Agreement each party primarily responsible in
the Field for proposed publication whether written or oral (the
publishing party) shall at least *************** before presentation or
submission of the proposed publication to a third party submit such
proposed publication to the other party (the non-publishing party) for
review in connection with preservation of patentable rights and/or to
determine whether confidential information should be modified or
deleted. If the non-publishing party determines that confidential
information should be deleted from the proposed publication, the
publishing party shall

<PAGE> 10

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

make such deletion before publication. The non-publishing party shall
have *************** in which to review each proposed publication. The
review period may be extended for an additional *************** when
the non-publishing party provides a reasonable need for such extension
including but not limited to the preparation and filing of pertinent
patent applications. The parties will treat matters of authorship in a
proper collaborative spirit, giving credit where it is due, but will
not publish any information relating to the Project program which might
jeopardize any patent rights of either party.

8 TERM

8.1 The term of the Project shall commence as of the Effective
Date and continue, unless terminated as provided for below,
for two years plus an additional six (6) months period for
NOVO NORDISK to carry out evaluation, cf. Article 4.2.

8.2 The term of the exclusive license for each ***************
System granted in accordance with Article 4 shall, unless
terminated as provided for below, be for a period of
*************** for each *************** System.

9 TERMINATION

9.1 NOVO NORDISK shall be entitled to terminate this Agreement
without cause with a prior written notice of 3 months. In such
event NOVO NORDISK shall ***************.

9.2 Upon thirty (30) days' prior written notice, either Party
hereto shall be entitled to terminate this Agreement if the
other Party has committed a material breach of any of its
obligations or has failed to comply with material conditions
under this Agreement and such breach or failure to perform has
not been incurred within a thirty (30) days period after being
notified in writing of the other Party's or parties' intention
to terminate this Agreement, or if such failure, breach or
default cannot be cured within such a thirty (30) days period
within a reasonable time provided that the Party in breach has
committed substantial remedial actions within such thirty (30)
days period and is diligently pursuing the same.

All of the parties hereto in addition to any other remedies
available to them in law may terminate this Agreement by
written notice to the other Party or

<PAGE> 11

parties hereto in the event the other Party or parties shall

a) become insolvent or bankrupt;

b) make an assignment for the benefit of its or their
creditors;

c) appoint a trustee or receiver for itself or
themselves for all or a substantial part of its or
their property, seek reorganization, liquidation,
dissolution, a winding arrangement, composition or
readjustment of its or their debts;

d) have its or their controlling interests acquired by a
third party.

10 EFFECT OF TERMINATION

Expiration or termination of this Agreement shall not relieve the parties of any
obligation accruing prior to such expiration or termination and the provisions
of Articles 3, 4, 5, 6, 7 and 11 shall survive the expiration or termination of
this Agreement. If NOVO NORDISK terminates under Article 9.1 or DYAX terminates
under Article 9.2, then all rights to licenses revert to DYAX.

11 INDEMNIFICATION PROVISION

11.1 INDEMNIFICATION BY NOVO NORDISK

NOVO NORDISK shall defend, indemnify and hold DYAX harmless
from and against any and all liability, damage, loss, cost
(including reasonable attorney's fees) and expense resulting
from any claim of death, personal injury or property damage
arising out of NOVO NORDISK's use of the results arising from
the Project Programme. Notwithstanding the foregoing DYAX
shall not be entitled to indemnification under this Article 10
against any claim of personal injury or property damage
resulting from DYAX' negligence or wilful actions or
misconduct.

11.2 INDEMNIFICATION BY DYAX

DYAX shall defend, indemnify and hold NOVO NORDISK harmless
from and against any and all liability, damage, loss, cost
(including reasonable attorney's fees) and expense resulting
from any claim of death, personal injury or property damage in
connection with DYAX's conduct of the Project program.
Notwithstanding the foregoing NOVO NORDISK shall not be
entitled to

<PAGE> 12

indemnification under this Article 10 against any claim of
personal injury or property damage resulting from NOVO
NORDISK's negligence or wilful actions or misconduct.

11.3 INDEMNIFICATION PROCEDURE

In the event that either party shall receive notice of a claim
for which indemnification may be sought under Articles 10.1
and 10.2 above such party shall inform the indemnifying party
and the indemnifying party shall decide how to respond to the
claim and how to handle the claim in an efficient manner.

12 FORCE MAJEURE

Neither party shall be held liable or responsible to the other party nor be
deemed to have defaulted under or breached this Agreement for failure or delay
in fulfilling or performing any term of this Agreement when such failure or
delay is caused by or results from causes beyond the reasonable controlled of
the affected party including but not limited to fire, floods, embargoes, war,
acts of war (whether war be declared or not) insurrections, riots, civil
commotions, acts of God or acts, omissions or delays in action by any
governmental authority or the other party.

13 ASSIGNMENT

This Agreement may not be assigned or otherwise transferred by either party
without the consent of the other party, except to an Affiliate.

14 MISCELLANEOUS

14.1 NOTICES

Any notice to be given under this Agreement shall be sent in
writing in English by registered airmail or telecopied to:

DYAX CORP.
One Kendall Square
Building 600, 5th Floor
Cambridge, MA 02139
USA

Attention: Chief Executive Officer
Telephone: (617) 225-2500
Telefax: (617) 225-2501

<PAGE> 13

NOVO NORDISK A/S
Novo Alle
DK-2880 Bagsvaerd
Denmark

Attention: Protein Technology
Telephone: 45 44 43 94 78
Telefax: 45 44 43 84 00

or to such other address(es) and telecopier numbers as may
from time to time be notified by either party to the other
hereunder.

Any notice sent by mail shall be deemed to have been delivered
within seven (7) working days after dispatch and any notice
sent by telex or telecopy shall be deemed to have been
delivered within twenty-four (24) hours of the time of the
dispatch. Notice of change of address shall be effective upon
receipt.

14.2 AMENDMENTS OF AGREEMENT

This Agreement may be amended, or any term hereof modified, or
only by a written instrument duly executed by both parties
hereto.

14.3 WAIVER

The waiver by either party hereto of any right hereunder or
the failure to perform or of a breach by the other party shall
not be deemed a waiver of any other right hereunder of any
other breach or failure by said other party whether of a
similar nature or otherwise.

14.4 SEVERABILITY

In the event that anyone or more of the provisions of this
Agreement should for any reason be held by any court or
authority having jurisdiction over this Agreement and the
parties to be invalid, illegal or unenforceable, such
provisions shall be deleted in such jurisdiction, provided,
however, that the invalid provisions are not of such essential
importance to this Agreement that it is to be reasonably
assumed that the parties would not have entered into this
Agreement without the invalid provisions.

14.5 APPLICABLE LAW

This Agreement shall be governed by and construed in
accordance with the laws of England.

<PAGE> 14

14.6 JURISDICTION

Both parties will use their best endeavors to settle all
matters in dispute amicably. All disputes and differences of
any kind related to this Agreement, which cannot be solved
amicably by the parties, shall be referred to arbitration.

The arbitration court shall consist of three arbitrators. The
arbitration, including appointment of arbitrators, shall be
carried out in accordance with the valid rules of the
International Chamber of Commerce (excluding the conciliation
procedure). The arbitration shall take place in London and
shall be conducted in the English language. The award of the
arbitrators shall be final and binding on both parties. The
parties bind themselves to carry out the awards of the
arbitrators.

Cambridge, MA 1997-16-Jan Bagsvaerd, 1997-16-Jan
DYAX Corp. NOVO NORDISK A/S

/s/ Thomas C. Ransohoff /s/ Leo Snel
- ------------------------------------ --------------------------------
By: Thomas C. Ransohoff By: Leo Snel
V.P., Bioseparations Director of Biologics
Development

<PAGE> 15

CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION. ASTERISKS DENOTE SUCH OMISSIONS.

EXHIBIT A (Novo Nordisk - Dyax Co-operation)

The *************** system outlined by Novo Nordisk is displayed in figure 1.
***************.

Figure 1:

A) ***************
B) ***************
C) ***************
D) ***************

***************.

Signed

/s/ Leo Snel /s/ Thomas C. Ransohoff
- ------------------------------- -----------------------------
Novo Nordisk A/S Dyax
Copenhagen, January 16, 1997 16 Jan. 1997