definiens: means the Uniform Commercial Code as in effect in the State of New York or Delaware, as applicable 2 ExhibitD Lockbox Agreement [ ATTACHED ] LOCKBOXAGREEMENT This LOCKBOX AGREEMENT ( as amended, supplemented or otherwise modified from time to time, this ) is dated as of August 23, 2006 and entered into by and amongDyax Corp., a Delaware corporation, both in its individual capacity ( as such, ) and as initial calculation agent hereunder ( as such, the ), Paul Royalty Fund Holdings II, a California general partnership ( ) and JPMorgan Chase Bank, N.A., both in its capacity as a depositary bank and in its capacity as a ( as defined in Section 9 - 102(a)(8 ) of the UCC ) ( in such capacities, the ), and in its capacity as escrow agent hereunder ( the )