a5532653ex10_1.htm


    Exhibit
      10.1

     

    
      
        	
                Private
&
Confidential

              	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
                 

              
	
                 

              
	
                DATED
                  JULY 30, 2007 

              	 
	
                ­­­­­­­­­­­­­­______________________________________________ 

              	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
                CAMBRIDGE
                  ANTIBODY TECHNOLOGY LIMITED

              	
                (1)

              
	 	 	 
	
                and

              	 
	 	 	 
	
                DYAX
                  CORP.

              	
                (2)

              
	 	 	 
	 	 	 
	 	 	 
	 	 	 
	
                ­­­­­­­­­­­­­­______________________________________________ 

              	 
	 	 	 
	 	 	 
	
                AMENDED
                  AND RESTATED LICENSE AGREEMENT 

              	 
	 	 	 
	 	 	 
	
                ­­­­­­­­­­­­­­______________________________________________ 

              	 


      

    

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      THIS
        AGREEMENT is made as of July 30, 2007

       

      BETWEEN:

       

      
        	
                (1)

              	
                CAMBRIDGE
                  ANTIBODY TECHNOLOGY LIMITED (Registered in England No. 2451177)
                  whose registered office is at The Milstein Building, Granta Park,
                  Cambridge, Cambridgeshire, CB1 6GH, UK
                  ("CAT").

              


      

       

      
        	
                (2)

              	
                DYAX
                  CORP. a corporation organised and existing under the laws of
                  the
                  State of Delaware having its principal place of business at 300
                  Technology
                  Square, Cambridge, Massachusetts 02139 USA
                  ("Dyax").

              


      

       

      BACKGROUND:

       

      
        	
                (a)

              	
                The
                  Parties entered into the Original Agreements; an Amendment Agreement,
                  a
                  Second Amendment Agreement which agreements were consolidated in
                  an
                  Amended and Restated Agreement (as defined below) regarding the
                  use of
                  their respective rights in (b) and (c)
                  below.

              


      

       

      
        	
                (b)

              	
                CAT
                  is the owner or exclusive licensee (pursuant to an agreement dated
                  7
                  January 1997 between CAT and the Medical Research Council
                  ("MRC")) of the CAT Antibody Phage Display Patents
                  (as
                  defined below).

              


      

       

      
        	
                (c)

              	
                Dyax
                  has the right to grant licenses to certain technology described
                  and
                  claimed in US Patent No. 5,223,409 entitled "Directed Evolution
                  of Novel
                  Binding Proteins", US Patent No. 5,403,484 entitled "Viruses Expressing
                  Chimeric Binding Proteins", US Patent No. 5,571,698 entitled "Directed
                  Evolution of Novel Binding Proteins", and other Patent Rights (as
                  defined
                  below).

              


      

       

      
        	
                (d)

              	
                By
                  this Agreement the Parties wish to make further changes to the
                  agreement
                  between them including to provide for the supply to CAT by Dyax
                  of the
                  Dyax Antibody Library (as defined below) and the grant of certain
                  rights
                  by Dyax to CAT in relation thereto.

              


      

       

      In
        consideration of the mutual covenants and undertakings set out below,
THE PARTIES AGREE as follows:

      


      1.           Definitions

       

      
        	
                1.1

              	
                In
                  this Agreement, the terms defined in this Clause shall have the
                  meanings
                  specified below:

              


      

       

      "Abbott
        Agreement" means the Agreement dated 20 January 1994 between CAT and
        Knoll AG (now known as Abbott Laboratories Inc) and relating to
        D2E7.

       

      "Acceptance
        Fee" means the payment to CAT by Dyax or a Dyax Sublicensee, as
        appropriate, under Clauses 8.1.1, 8.2.1, and 8.3.1 hereof.

       

      "Additional
        Diagnostic Licences" means the Dyax Product Licences detailed in Clause
        3.7.

       

      "Additional
        Licence Allocation" means the [*****] Dyax
        Product Licences in Clause 3.5.

       

      Confidential
        materials omitted and filed separately with the Securities and Exchange
        Commission.  Asteriks denote such omission.

      
        
           

        

        
          1

          
            

          

        

        
           

        

      

    

     

    
      "Affiliate"
        means any company, partnership or other entity which directly or indirectly
        Controls, is Controlled by or is under common Control with any other
        entity.

       

      "Affimed
        License" means that certain Patent Cross-License Agreement dated August
        4, 2003 by and between Affimed Therapeutics AG ("Affimed") and Dyax, a redacted
        copy of which has been provided to CAT.

       

      "Affimed
        Patent Rights" has the meaning set forth in Schedule 9-A.

       

      "Agreement" means
        this agreement and any and all Schedules, appendices and other addenda to
        it as
        may be amended from time to time in accordance with the provisions of this
        agreement.

       

      "Amendment
        Agreement" means the agreement made between CAT and Dyax, dated 3
        January 2003, to amend the Original Agreements.

       

      "Amended
        and Restated Agreement" means the agreement made between CAT and Dyax,
        dated 21 June 2006.

       

      "Antibody" means
        a molecule or a gene encoding such a molecule comprising or containing one
        or
        more immunoglobulin variable domains or parts of such domains or any existing
        or
        future fragments, variants, modifications or derivatives thereof.

       

      "Antibody
        Diagnostic License Agreement" means the License
        Agreement between Dyax and CAT dated 31 December 1997 relating to antibody
        diagnostic products.

       

      "Antibody
        Library" means any Antibody library constructed using processes which
        are covered by a claim of an issued and unexpired patent included within
        the CAT
        Antibody Phage Display Patents which has not been held permanently revoked,
        unenforceable or invalid by a decision of a court or other governmental agency
        of competent jurisdiction unappealed within the time allowed for appeal,
        and
        which has not been admitted to be invalid or unenforceable through reissue
        or
        disclaimer or otherwise.

       

      "Antibody
        Services" means the provision of research and/or development services
        for the identification, generation, derivation or development of one or more
        Antibody Libraries or Antibodies derived therefrom.

       

      "Biosite
        License" means the license agreement effective March 28, 2002 between
        Biosite Incorporated ("Biosite") and Dyax, a redacted copy of which has been
        provided to CAT.

      


      "Biosite
        Patent Rights" has the meaning set forth in
        Schedule 9-B.

      


      "Bi-Specific
        Antibody" means an Antibody directed to two Nominated Targets as
        described in Clause 4.6.

       

      "Business
        Day" means a day (other than a Saturday or Sunday) on which the banks
        are ordinarily open for business in the City of London and the Commonwealth
        of
        Massachusetts.

    

    
      
         

      

      
        2

        
          

        

      

      
         

      

    

     

    
      "CAT
        Antibody Phage Display Patents" means: (a) the patents and patent
        applications listed in Schedule 1 and any patents issuing from such
        patent applications, together with any divisions, registrations, confirmations,
        reissues, extensions, renewals, continuations, continuations-in-part,
        revalidations, additions, substitutions, renewals or supplementary protection
        certificates thereof throughout the world; and (b) any Patent Rights which
        claim
        or cover any invention or discovery which is developed by CAT or its Affiliates
        at any time during the term of this Agreement directly related to Antibody
        phage
        display or Antibody Services; provided, however, that CAT Antibody
        Phage Display Patents shall always exclude (i) CAT Diabodies Patent Rights,
        (ii)
        any Patent Rights owned or controlled by CAT which claim or cover Catalytic
        Antibodies, (iii) any Patent Rights owned or controlled by CAT which claim
        ribosome display technology, (iv) any Patent Rights which claim Single Domain
        Antibodies, (v) any Patent Rights acquired by CAT after 3 January 2003 from
        any
        Third Party for consideration or as a result of CAT's acquisition of or merger
        with such Third Party, and (vi) any use of the said Patent Rights in the
        field
        of Research Products.

       

      "CAT
        Diabodies Patent Rights" means (a) the Patent
        Rights entitled "Diabodies – multivalent and multispecific binding proteins,
        their manufacture and use", PCT/GB93/02492 and (b) the Patent Rights entitled
        "Retargeting antibodies and diabodies", PCT/GB94/02019.

       

      "CAT
        Gatekeeping Procedure" means the procedure set out in Schedule 2
        which CAT shall carry out in respect of a Nominated Target prior to the grant
        of
        any Dyax Product Licence.

       

      "CAT
        Know-How" means any Confidential Information of
        CAT which constitutes unpatented know-how, technical and other information
        related to the subject matter of the CAT Antibody Phage Display Patents as
        identified in Schedule 3 and as amended from time to time in accordance
        with Schedule 3;

       

      "CAT
        Licensable Antibody" means any Antibody (including a Bi–Specific
        Antibody or a Poly-Specific Antibody) to a Target (a) where such Antibody
        has
        been identified, generated, developed, produced or derived by Dyax or a Dyax
        Sublicensee or its sublicensees and (b) the identification, generation,
        development, production or derivation of such Antibody uses any of the processes
        claimed or covered by a claim of an issued and unexpired patent included
        within
        the CAT Antibody Phage Display Patents (which has not been held permanently
        revoked, unenforceable or invalid by a decision of a court or other governmental
        agency of competent jurisdiction unappealed within the time allowed for appeal,
        and which has not been admitted to be invalid or unenforceable through reissue
        or disclaimer or otherwise) or uses the CAT Know-How and (c) which is
        potentially useful for the development of any Diagnostic Antibody Product
        and/or
        any Therapeutic Antibody Product.

       

      "CAT
        Product" means (a) any preparation for the treatment or prevention of
        disease, infection, or other condition in humans for any indication which
        contains, comprises, or the process of development or manufacture of which
        utilises a Dyax Licensable Antibody or (b) any preparation in the form of
        a
        device, compound, kit or service with utility in the diagnosis, prognosis,
        prediction, or disease management of a disorder for any indication which
        contains, comprises or the process of development or manufacture of which
        utilises a Dyax Licensable Antibody.

    

    
      
         

      

      
        3

        
          

        

      

      
         

      

    

     

    
      "CAT
        Product Licences" means each licence granted to CAT pursuant to Clause
        12.

       

      "CAT
        Site" means the CAT premises described in Clause 11.3.

       

      "CAT
        Status Report" means the report described in Clause 12.4.

       

      "CAT
        Sublicensee" means any Third Party to which CAT grants a sublicense in
        accordance with the terms of this Agreement, under a CAT Product
        Licence.

       

      "Catalytic
        Antibodies" means solely those Antibodies which
        bind to and catalyze the chemical transformation of a substrate and in which
        an
        Antibody binding region is involved in said catalysis.

       

      "Commencement
        Date" means 3 January 2003.

       

      "Commercial
        Party" shall mean any party, other than an Affiliate of CAT, which has
        been authorized by CAT to make, have made, use, sell or have sold Licensed
        Products and (i) to which CAT (or any of its Affiliates), sells, transfers,
        or
        otherwise makes available any Licensed Intermediate or (ii) for which CAT
        (or
        any of its Affiliates) performs services or provides proprietary information,
        with respect to any Licensed Intermediate.

       

      "Competent
        Authority" means any national or local agency, authority, department,
        inspectorate, minister, ministry official, parliament or public or statutory
        person (whether autonomous or not) of any government of any country having
        jurisdiction over either any of the activities contemplated by this Agreement
        or
        the Parties including the European Commission, the Court of First Instance
        and
        the European Court of Justice.

       

      "Controls"
        means the ownership, directly or indirectly, of more than fifty percent (50%)
        of
        the outstanding equity securities of a corporation which are entitled to
        vote in
        the election of directors or a more than fifty percent (50%) interest in
        the net
        assets or profits of an entity which is not a corporation.

       

      "Development
        and Licence Agreement" means the agreement referred to in Clause 8.7 of
        this Agreement.

       

      "Development
        Licence" means a licence as described in Clause 10.1.

       

      "Development
        Licence Option" means the option for CAT to enter into a Development
        Licence with Dyax for any Dyax Therapeutic Antibody Product as described
        in
        Clause 10.1;

       

      "Development
        Licence Option Notice" means the notice described in Clause
        10.2;

       

      "Diagnostic
        Antibody Product" means any preparation in the form of a device,
        compound, kit or service with utility in the diagnosis, prognosis, prediction
        or
        disease management of a disorder for any indication which contains, comprises
        or
        the process of development or manufacture of which utilises a CAT Licensable
        Antibody.  The term "Diagnostic Antibody Product"
        shall not include any Research Product.

       

      "Diagnostic
        Collaboration Licences" means the Dyax Product Licences detailed in
        Clause 3.6.

    

    
      
         

      

      
        4

        
          

        

      

      
         

      

    

     

    
      "Disclosing
        Party" means a Party which discloses Confidential Information to the
        other Party.

       

      "Domantis
        License" means that certain Cross License Agreement dated April 6, 2006
        by and between Domantis Limited ("Domantis") and Dyax, a redacted copy of
        which
        has been provided to CAT.

       

      "Domantis
        Patent Rights" has the meaning set forth in Schedule 9-C.

       

      "Dyax
        Antibody Library" means Dyax's proprietary phagemid-based Fab libraries
        and phage-based Fab libraries of human antibody sequences as identified in
        Schedule 6.

       

      "Dyax
        Antibody Library Improvements" means the improvements described in
        Clause 11.7(f).

       

      "Dyax
        Know-How" means the Confidential Information of Dyax which constitutes
        unpatented know how, technical and other information related to the subject
        matter of the Dyax Patent Rights and Dyax Antibody Libraries, as identified
        in
        Schedule 6 as updated from time to time in accordance with Clause
        11.5.

       

      "Dyax
        Licensable Antibody" means any Antibody (including a Bi–Specific or
        Poly- Specific Antibody) to a Target which Antibody has been selected by
        CAT
        from the Dyax Antibody Library.

       

      "Dyax
        Materials" means the materials which comprise or
        relate to the Dyax Antibody Library as described in Schedule 6 together with
        any
        materials which comprise or relate to any improved version of the Dyax Antibody
        Library and made available to CAT by Dyax in accordance with Clause
        11.4.

       

      "Dyax
        Partner" means (a) any person or entity with whom Dyax has entered into
        a written agreement for the performance of Antibody Services or other services
        related to the commercialization of any Product, or (b) any other Third Party
        to
        which Dyax is selling or licensing in good faith in accordance with its normal
        business practice CAT Antibody Libraries or Antibodies derived therefrom;
        provided, that in no event shall the term "Dyax Partner"
        include any Third Party which is a bare licensee under the Dyax Patent
        Rights.

       

      "Dyax
        Patent Rights" means all Valid Claims of the patents and patent
        applications listed in Schedule 5, as well as any and all, reissues,
        reexaminations, renewals and extensions thereof, and any and all continuations,
        continuations-in-part and divisionals of the applications for such patents
        in
        the United States and all counterparts thereto in countries outside the United
        States but shall not include (i) Valid Claims in US Patent No. 5,233,409
        to the
        extent they cover single chain antibodies, nor (ii) Valid Claims of any
        continuation, continuation-in-part or divisional applications of the US Patents
        or any counterparts of the US Patents in countries outside of the United
        States,
        that cover particular protein or peptide sequences, or nucleic acids thereof,
        that bind to a specific biological or molecular target.  Dyax Patent
        Rights include the Dyax Base Phage Display Patent Rights (the patents and
        patent
        applications listed in Schedule 5A) and the Dyax Library-Related Patent Rights
        (the patents and patent applications listed in Schedule 5B).

       

      "Dyax
        Product Licence" means each license granted to Dyax pursuant to Clause
        5.1.

    

    
      
         

      

      
        5

        
          

        

      

      
         

      

    

     

    
      "Dyax
        Therapeutic Antibody Product" means any Therapeutic Antibody Product
        identified, generated or derived by Dyax for itself or its Affiliates but
        not a
        Therapeutic Antibody Product identified, generated or derived by Dyax for,
        or on
        behalf of, a Third Party.

       

      "Dyax
        Sublicensee" means any (a) Dyax Partner to which Dyax grants a
        sublicense in accordance with the terms of this Agreement, and/or (b) any
        sublicensee of Dyax under a Dyax Product Licence.

       

      "Dyax
        Target Option Notice" means the notice described in Clause
        4.1.

       

      "D2E7"
        means any Antibody directed against the Target TNF alpha.

       

      "End
        User" shall mean a person or entity whose use of a product results in
        its destruction, loss of activity and/or loss of value.

       

      "Exploit"
        means to make, have made, use, sell or import.

       

      "Extension
        Fee" means the fee described in Clause 4.2.

       

      "FDA"
        means the United States Food and Drug Administration, the equivalent Competent
        Authority in any country of the Territory or any successor bodies
        thereto.

       

      "Field
        of Use" means research and development of human or non-human
        therapeutics and human or non-human in vitro diagnostic or research reagent
        uses
        only and not any in vivo diagnostics, purifications or separations, or other
        industrial purposes.

       

      "First
        Commercial Sale" means the first commercial sale of (a) any Product, or
        Other Product by Dyax or a Dyax Sublicensee (or its sublicensee) or (b) any
        CAT
        Product by CAT or a CAT Sublicensee  (or its Sublicensee) in each case
        in any country after grant of a Marketing Authorisation.

       

      "Force
        Majeure" means any event outside the reasonable control of either Party
        affecting its ability to perform any of its obligations (other than payment)
        under this Agreement, including Act of God, fire, flood, lightning, war,
        revolution, act of terrorism, riot or civil commotion, but excluding strikes,
        lock-outs or other industrial action, whether of the affected Party's own
        employees or others, failure of supplies of power, fuel, transport, equipment,
        raw materials or other goods or services.

       

      "GAAP"
        means United States generally accepted accounting principles, consistently
        applied.

       

      "Genentech
        License" means the license agreement effective September 19, 2002
        between Dyax and Genentech, Inc. ("Genentech"), a redacted copy of which
        has
        been provided to CAT.

      


      "Genentech
        Patent Rights" have the meaning set forth in
        Schedule 9-D.

      


      "IDE" means
        an Investigational Device Exemption application, as defined in Title 21 of
        the
        United States Code of Federal Regulations, filed with the FDA or an equivalent
        foreign filing.

    

    
      
         

      

      
        6

        
          

        

      

      
         

      

    

     

    
      "IND" means
        an Investigational New Drug Application, as defined in Title 21 of the United
        States Code of Federal Regulations, that is required to be filed with the
        FDA
        before beginning Phase I Clinical Trials of any Therapeutic Antibody Product
        in
        human subjects, or an equivalent foreign filing.

       

      "Initial
        Licence Allocation" means the [*****] Dyax
        Product Licences in Clause 3.2, the up to [*****] additional Dyax Product
        Licences in Clause 3.3, and the up to [*****] additional Dyax Product Licences
        in Clause 3.4.

       

      "Licensed
        Intermediate" means any fusion protein (including without limitation
        any chimeric binding protein), genetic package (including without limitation
        any
        virus, spore or cell) or other intermediate compound, or any compound derived
        form any of the foregoing, that is (i) discovered, made or developed by CAT
        using a method covered in whole or in part by Dyax Base Phage Display Patent
        Rights or (ii) is otherwise covered by Dyax Base Phage Display Patent
        Rights.

       

      "Licensed
        Product" means any product intended for sale to an End User as a human
        or non-human therapeutic or in vitro diagnostic or research reagent
        (and in the case of a diagnostic or research reagent contains one or more
        antibodies as a binding moiety) that prior to or after December 31, 1997
        (the
        effective date of the Original Agreements) is discovered, made or developed,
        whether by CAT, its Affiliates or any Commercial Party, using a Licensed
        Intermediate or a method covered in whole or in part by the Dyax Base Phage
        Display Patent Rights.

       

      "Major
        Market" means any one of the following: (i) the United States of
        America, (ii) any country in Europe which is subject to the Marketing
        Authorisation procedure of the European Medicines Evaluation Agency, or (iii)
        Japan.

       

      "Marketing
        Authorisation" means any approval (including all applicable pricing and
        governmental reimbursement approvals) required from the FDA or relevant
        Competent Authority to market and sell a Product in a particular
        country.

       

      "Net
        Sales" means, with respect to a Product sold by Dyax, its Affiliate or
        a Dyax Sublicensee (or its sublicensees) or an Other Product sold by Dyax
        , its
        Affiliate or its sublicensee or with respect to a CAT Product sold by CAT,
        its
        Affiliate or a CAT Sublicensee (or its sublicensee), the price invoiced by
        that
        party to the relevant purchaser (or in the case of a sale or other disposal
        otherwise than at arm's length, the price which would have been invoiced
        in a
        bona fide arm's length contract or sale) but deducting the costs of packing,
        transport and insurance, customs duties, any credits actually given for returned
        or defective Products, Other Products, CAT Products, normal trade discounts
        actually given, and sales taxes, VAT or other similar tax charged on and
        included in the invoice price to the purchaser.

       

      "Nominated
        Target" has the meaning set forth in Clause 4.1(a).

       

      "Original
        Agreements" means the Therapeutic Product License Agreement and the
        Antibody Diagnostic License Agreement.

    

    
      
         

      

      
        7

        
          

        

      

      
         

      

    

     

    
      "Other
        Product" has the meaning set forth in Clause 7.1.

       

      "Other
        Purposes" has the meaning set forth in Clause 7.1.

       

      "Party"
        means CAT or Dyax.

       

      "Patent
        Rights" means any patent applications and any patents issuing from such
        patent applications, author certificates, inventor certificates, utility
        certificates, improvement patents and models, and certificates of addition
        and
        all counterparts of them throughout the Territory, including any divisional
        applications and patents, filings, renewals, continuations,
        continuations-in-part, patents of addition, extensions, reissues, substitutions,
        confirmations, registrations, revalidation and additions of or to any of
        them,
        as well as any supplementary protection certificates and equivalent protection
        rights in respect of any of them.

       

      "Pharmacia
        Agreement" means the agreement between CAT and Pharmacia P-L
        Biochemicals Inc. dated 11 September 1991.

       

      "Pharmacia
        P-L Biochemicals Inc." means Pharmacia P-L
        Biochemicals Inc (now known as Amersham Biosciences).

       

      "Phase
        I Clinical Trial" means a human clinical trial in any country that is
        intended to initially evaluate the safety of an investigational Product in
        volunteer subjects or patients that would satisfy the requirements of 21
        CFR
        312.21(a), or its foreign equivalent and may evaluate the Product's therapeutic
        or antigenic effects.

       

      "Phase
        II Clinical Trial" means studies in humans of the safety, dose ranging
        and efficacy of a Product that would satisfy the requirements of 21 CFR
        312.21(b).

       

      "Phase
        III Clinical Trial" means a pivotal human clinical trial in any country
        the results of which could be used to establish safety and efficacy of a
        Product
        as a basis for a marketing application that would satisfy the requirements
        of 21
        CFR 312.21(c).

       

      "Product"
        means a Diagnostic Antibody Product or a Therapeutic Antibody
        Product.

       

      "Quarter"
        means each period of three (3) months ending on March 31, June 30, September
        30,
        or December 31 and "Quarterly" shall be construed
        accordingly.

       

      "Research
        Products" means any product in relation to which
        Pharmacia P-L has an exclusive licence from CAT pursuant to the Pharmacia
        Agreement.

       

      "Reservation
        Period" means the period described in Clause 4.2.

       

      "Restatement
        Date" means the date of this Agreement first
        written above.

    

    
      
         

      

      
        8

        
          

        

      

      
         

      

    

     

    
      "Second
        Amendment Agreement" means the agreement to amend the Amendment
        Agreement made between CAT and Dyax dated 18 September 2003.

       

      "Single
        Domain Antibodies" means an Antibody containing only a single domain
        (heavy or light).

       

      "Specified
        Diagnostic Agreements" means (i) [*****] and (iii) [*****] as such
        agreements may be amended from time to time.

       

      "Supporting
        Information" means the information described in Clause
        10.3.

       

      "Target"
        shall mean:

       

      
        	
                 

              	
                (a)

              	
                a
                  polynucleotide sequence corresponding to a sequence identified
                  in a
                  publicly available curated database such as GenBank® by means of an
                  accession number or similar sequence information that uniquely
                  identifies
                  that sequence; together with:

              


      

       

      
        	
                 

              	
                (i)

              	
                all
                  variants of the identified sequence in man and other species known
                  and
                  demonstrated to CAT or Dyax (as the case may be) at the time of
                  submission
                  to the CAT Gatekeeping Procedure or to Dyax (as the case may be)
                  to have
                  functional equivalence to (a); and

              


      

       

      
        	
                 

              	
                (ii)

              	
                all
                  post-transcriptional material encoded by (a) and (i) (including
                  splice
                  variants); and

              


      

       

      
        	
                 

              	
                (iii)

              	
                all
                  post-translational material encoded by such post-transcriptional
                  material;
                  and

              


      

       

      
        	
                 

              	
                (iv)

              	
                all
                  multimeric forms of (iii) irrespective of whether homomeric or
                  heteromeric; and

              


      

       

      
        	
                 

              	
                (v)

              	
                where
                  any of (iii) or (iv) is known to form a heteromeric complex with
                  one or
                  more non-identical subunits, that heteromeric complex must be identified
                  in its entirety at he time of submission to the CAT Gatekeeping
                  Procedure
                  or to Dyax (as the case may be) using such accession numbers of
                  a publicly
                  available curated database entry as correspond to each of the component
                  subunits; or

              


      

       

      
        	
                 

              	
                (b)

              	
                a
                  non-proteinaceous antigen that is uniquely identifiable in a routine
                  manner using publicly available curated databases and/or such other
                  suitable written material as is
                  available.

              


      

       

      "Territory"
        means all countries of the world.

       

      "Therapeutic
        Antibody Product" means any preparation for the treatment or prevention
        of disease, infection or other condition in humans for any indication which
        contains, comprises, or the process of development or manufacture of which
        utilises, a CAT Licensable Antibody.  The term "Therapeutic
        Antibody Product" shall not include any Research Product.

       

      "Therapeutic
        Product License Agreement" means the License
        Agreement between Dyax and CAT dated 31 December 1997 relating to therapeutic
        products.

    

    
      
         

      

      
        9

        
          

        

      

      
         

      

    

     

    
      "Third
        Party" means any entity or person other than Dyax, CAT or their
        respective Affiliates.

       

      "Updates"
        means the updates described in Clause 11.5.

       

      "Valid
        Claim" means a claim of an issued and unexpired
        patent included within either (i) the CAT Antibody Phage Display Patents
        which
        have been licensed to CAT by the MRC; or (ii) the Dyax Patent Rights (as
        the
        case may be) which has not been held permanently revoked, unenforceable or
        invalid by a decision of a court or other governmental agency of competent
        jurisdiction unappealed within the time allowed for appeal, and which has
        not
        been admitted to be invalid or unenforceable through reissue or disclaimer
        or
        otherwise.

       

      "XOMA
        Covenant" has the meaning set forth in Clause 11.2(b).

      


      "XOMA
        License" means that certain Amended and Restated License Agreement
        dated October 27, 2006 by and between XOMA Ireland Limited ("XOMA") and Dyax,
        a
        redacted copy of which has been provided to CAT.

      


      "XOMA
        Know How" has the meaning set forth in the XOMA
        License.

      


      "XOMA
        Patent Rights" has the meaning set forth in Schedule 9-E.

       

      "Year"
        means initially the period from the Commencement Date to the end of that
        calendar year, and subsequently a calendar year.

       

      
        	
                1.2

              	
                The
                  headings to clauses are inserted for convenience only and shall
                  not affect
                  the interpretation or construction of this
                  Agreement.

              


      

       

      
        	
                1.3

              	
                Words
                  imparting the singular shall include the plural and vice versa.
                  References
                  to persons include an individual, company, corporation, firm or
                  partnership.

              


      

       

      
        	
                1.4

              	
                The
                  words and phrases "other", "including" and "in particular" shall
                  not limit
                  the generality of any preceding words or be construed as being
                  limited to
                  the same class as any preceding words where a wider construction
                  is
                  possible.

              


      

       

      
        	
                1.5

              	
                References
                  to any statute or statutory provisions of the United Kingdom shall
                  include
                  (i) any subordinate legislation made under it, (ii) any provision
                  which it
                  has superseded or re-enacted (whether with or without modification),
                  and
                  (iii) any provision which subsequently supersedes it or re-enacts
                  it
                  (whether with or without modification. References to any statute
                  or
                  regulation of the United States of America means that statute or
                  regulation as it may be amended, supplemented or otherwise modified
                  from
                  time to time, and any successor statute or
                  regulation. 

              


      

       

    

    
      
         

      

      
        10

        
          

        

      

      
         

      

    

     

    
      2.           Amended
        and Restated Licence Agreement and CAT Patent Licence from
        Dyax

       

      
        	
                2.1

              	
                This
                  Agreement consolidates and replaces the Original Agreements, the
                  Amendment
                  Agreement the Second Amendment Agreement and the Amended and Restated
                  Agreement.

              


      

       

      
        	
                2.2

              	
                Subject
                  to the terms and conditions set out in this Agreement, Dyax grants
                  CAT and
                  its Affiliates a world-wide, non-exclusive, royalty free licence
                  (sub-licensable in accordance with the provisions of Clause 2.4)
                  under the
                  Dyax Base Phage Display Patent Rights (i) to research develop,
                  make, have
                  made, use, import, sell and have sold Licensed Products in the
                  Field of
                  Use, and (ii) to research, develop, make, and use Licensed Intermediates
                  in the Field of Use (a) for sale or transfer to any Commercial
                  Party, or
                  (b) for transfer to any third party who is not permitted by CAT
                  or its
                  Affiliates to commercialize such Licensed Intermediates of any
                  Licensed
                  Product.

              


      

       

      
        	
                2.3

              	
                CAT
                  acknowledges that the value of the Dyax Base Phage Display Patent
                  Rights
                  is measured in part by the value of products resulting from any
                  Licensed
                  Intermediate.  CAT agrees, therefore, that it will not sell,
                  transfer, or otherwise make available a Licensed Intermediate to
                  any
                  Commercial Party and will not provide services or proprietary information
                  with respect to any Licensed Intermediate solely within the Field
                  of Use
                  to any Commercial Party, unless such Commercial Party executes
                  an
                  agreement with CAT in which such Commercial Party agrees to use
                  any
                  Licensed Intermediate solely in the Field of
                  Use.

              


      

       

      
        	
                2.4

              	
                Subject
                  to Clause 12.3, CAT shall have no right to grant sublicences under
                  the
                  licence to Dyax Base Phage Display Patent Rights granted to CAT
                  in this
                  Clause 2, except CAT may grant a sublicence under the Dyax Base
                  Phage
                  Display Patent Rights to any Third Party to which CAT is licensing,
                  selling or otherwise transferring Antibodies or Antibody Libraries
                  solely
                  for use by such Third Party with the Antibodies (including Antibodies
                  which are supplied to CAT by the Third Party and in relation to
                  which CAT
                  provides services to optimize that Antibody before handing the
                  Antibody
                  back to the Third Party in its optimized form) or Antibody Libraries
                  licensed, sold or otherwise transferred from CAT and solely for
                  the
                  purpose of developing therapeutic Antibody products or diagnostic
                  Antibody
                  products; provided that as a condition to any such sublicense,
                  CAT shall
                  require any such sublicensee to be bound by the terms of this Clause
                  2 and
                  Clause 16.  For the avoidance of doubt, in no event shall CAT
                  have the right to sublicense the Dyax Base Phage Display Patent
                  Rights to
                  any Third Party which is a bare licensee under the CAT Antibody
                  Phage
                  Display Patents.  Any Third Party which is granted a sublicense
                  under the Dyax Base Phage Display Patent Rights by CAT shall have
                  no right
                  to grant further sublicenses.

              


      

       

      
        	
                2.5

              	
                CAT
                  or its sublicensees shall indemnify Dyax and its Affiliates and
                  their
                  directors, officers, employees and agents and their respective
                  successors,
                  heirs and assigns (the "Dyax Indemnitees") against any liability,
                  damage,
                  loss or expense (including attorneys fees and expenses of litigation)
                  incurred by or imposed upon the Dyax Indemnitees or any one of
                  them in
                  connection with any claims, suits, actions, demands or judgments
                  by or in
                  favour of any Third Party concerning any manufacture, use or sale
                  of any
                  Licensed Product or Licensed Intermediate by CAT or its
                  sublicensee.

              


      

       

    

    
      
         

      

      
        11

        
          

        

      

      
         

      

    

     

    
      
        	
                2.6

              	
                In
                  partial consideration for the grant of rights set out above CAT
                  agrees not
                  to enforce against Dyax or its Affiliates the CAT Antibody Phage
                  Display
                  Patents during the term of this Agreement that Dyax or its Affiliates
                  may
                  infringe in practicing the inventions claimed in the Dyax Patent
                  Rights.

              


      

       

      3.           Dyax
        Option for Dyax Product Licences from
        CAT

       

      
        	
                3.1

              	
                Numbers
                  of Options.  In accordance with this Clause 3, CAT grants to
                  Dyax the following options to obtain Dyax Product Licences which
                  may be
                  exercised by Dyax for itself and for Dyax
                  Sublicensees:

              


      

       

      
        	
                 

              	
                (a)

              	
                an
                  Initial Licence Allocation of up to [*****] Dyax Product Licences
                  for
                  Therapeutic Antibody Products and/or Diagnostic Antibody Products
                  shall be
                  available from the Commencement Date as set out in Clauses 3.2,
                  3.3 and
                  3.4;

              


      

       

      
        	
                 

              	
                (b)

              	
                an
                  Additional Licence Allocation of up to [*****] Dyax Product Licences
                  for
                  Therapeutic Antibody Products and Diagnostic Antibody Products
                  shall be
                  available from the Commencement Date as set out in Clause
                  3.5.

              


      

       

      
        	
                 

              	
                (c)

              	
                [*****]
                  Diagnostic Collaboration Licences for Diagnostic Antibody Products
                  shall
                  be available from the Commencement Date as set out in Clause 3.6;
                  and

              


      

       

      
        	
                 

              	
                (d)

              	
                [*****]
                  Additional Diagnostic Licences for Diagnostic Antibody Products
                  shall be
                  available from the Commencement Date as set out in Clause
                  3.7.

              


      

       

      
        	
                3.2

              	
                Subject
                  to Clauses 3.3 and 3.4, CAT hereby grants to Dyax the option for
                  Dyax to
                  obtain the following [*****] Dyax Product Licences for both Therapeutic
                  Antibody Products and Diagnostic Antibody Products, which may be
                  exercised
                  by Dyax only on a cumulative basis in accordance with the following
                  schedule:

              


      

       

      
        	
                 

              	
                (a)

              	
                [*****]
                  Dyax Product Licences on or before 31 December
                  2003;

              


      

       

      
        	
                 

              	
                (b)

              	
                [*****]
                  additional Dyax Product Licences on or before 31 December
                  2004;

              


      

       

      
        	
                 

              	
                (c)

              	
                [*****]
                  additional Dyax Product Licences on or before 31 December
                  2005;

              


      

       

      
        	
                 

              	
                (d)

              	
                [*****]
                  additional Dyax Product Licences on or before 31 December
                  2006.

              


      

       

      If
        the
        option for any particular Dyax Product Licence set out in clauses (a) through
        (d) above has not been exercised by Dyax by the relevant date, then such
        unexercised options will be carried over into the next allocation period,
        and so
        on; provided that if any option for a Dyax Product Licence in this Clause
        3.2
        has not been exercised by Dyax on or before 31 December 2017, then the option
        for such Dyax Product Licence will lapse irrevocably.

      


      
        	
                3.3

              	
                If
                  any option for a Dyax Product Licence under Clause 3.2 is exercised
                  and a
                  Dyax Product Licence is granted to Dyax, then for each Product
                  under any
                  such Dyax Product Licence which enters a Phase III Clinical Trial,
                  CAT
                  hereby grants to Dyax an additional option for one Dyax Product
                  Licence,
                  up to a maximum of [*****] additional Dyax Product Licences under
                  this
                  Clause 3.3; provided that if any option for a Dyax Product Licence
                  granted
                  in this Clause 3.3 has not been exercised by Dyax on or before
                  31 December
                  2017, then the option for such Dyax Product Licence will lapse
                  irrevocably.

              


      

       

      
        
           

        

        
          12

          
            

          

        

        
           

        

      

    

     

    
      
        	
                3.4

              	
                If
                  any option for a Dyax Product Licence under Clause 3.2 is exercised
                  and a
                  Dyax Product Licence is granted to Dyax, then for each Product
                  under any
                  such Dyax Product Licence which fails in development or for which
                  Dyax
                  decides to terminate its program of development, CAT hereby grants
                  to Dyax
                  an additional option for one Dyax Product Licence, up to a maximum
                  of
                  [*****] additional Dyax Product Licences under this Clause 3.4;
                  provided
                  that if any option for a Dyax Product Licence granted in this Clause
                  3.4
                  has not been exercised by Dyax on or before 31 December 2017, then
                  the
                  option for such Dyax Product Licence will lapse
                  irrevocably.

              


      

       

      
        	
                3.5

              	
                In
                  addition to the options for Dyax Product Licences granted by CAT
                  to Dyax
                  in Clauses 3.2 to  3.4, CAT hereby grants to Dyax the option for
                  a total of an additional [*****] Dyax Product Licences for both
                  Diagnostic
                  Antibody Products and Therapeutic Antibody Products to be granted
                  to Dyax;
                  provided that if any option for a Dyax Product Licence in this
                  Clause 3.5
                  has not been exercised and granted to Dyax on or before 31 December
                  2017,
                  then the option for such Dyax Product Licence will lapse
                  irrevocably.

              


      

       

      
        	
                3.6

              	
                In
                  addition to the options for Dyax Product Licences granted by CAT
                  to Dyax
                  in Clauses 3.2 through 3.5, CAT hereby grants to Dyax the option
                  for a
                  total of an additional [*****] Dyax Product Licences for Diagnostic
                  Antibody Products developed by Dyax under the Specified Diagnostic
                  Agreements (the "Diagnostic Collaboration Licences");
                  provided that if any option for a Diagnostic Collaboration Licence
                  in this
                  Clause 3.6 has not been exercised by Dyax on or before 31 December
                  2017,
                  then the option for such Dyax Product Licence will lapse
                  irrevocably.

              


      

       

      
        	
                3.7

              	
                In
                  addition to the options for Dyax Product Licences granted by CAT
                  to Dyax
                  in Clauses 3.2 through 3.6, CAT hereby grants to Dyax the option
                  for a
                  total of an additional [*****] Dyax Product Licences for Diagnostic
                  Antibody Products (the "Additional Diagnostic Licences");
                  provided that if any option for an Additional Diagnostic Licences
                  has not
                  been exercised by Dyax on or before 31 December 2017, then the
                  option for
                  such Dyax Product Licences will lapse
                  irrevocably.

              


      

       

      
        	
                3.8

              	
                CAT
                  agrees that, commencing with effect from 3 January 2003, it will
                  not enter
                  into any  agreement or arrangement with any Third Party whereby
                  a field of use under the CAT Antibody Phage Display Patents is
                  exclusively
                  licensed to, reserved for, or otherwise committed to such Third
                  Party.  If CAT does enter into such an agreement or arrangement
                  it will ensure that such agreement or arrangement does not restrict
                  the
                  activities or rights of Dyax (or any potential Dyax Sublicensee
                  or its
                  sublicensee) contemplated by this Agreement.  For the purposes
                  of this Clause, a "field of use" means one or more particular clinical
                  diseases or medical conditions and not one or more uniquely identified
                  Targets.

              


      

       

      
        	
                3.9

              	
                Except
                  as set forth in Clause 18, the options granted in this Agreement
                  shall not
                  be assigned or otherwise transferred to any Third
                  Party.

              


      

       

    

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    
      
        	
                3.10

              	
                Prior
                  [*****] and provided that Dyax obtains a Dyax Product Licence for
                  such
                  Product [*****], CAT grants to Dyax, its Affiliates, and Dyax Sublicensees
                  (and their sublicensees) a non-exclusive, royalty free licence
                  in the
                  Territory during the term of this Agreement to use the CAT Antibody
                  Phage
                  Display Patents and the CAT Know-How for the purposes of carrying
                  out
                  research and development activities in relation to identifying
                  CAT
                  Licensable Antibodies or potential
                  Products.

              


      

       

      4.           Target
        Option Notice and Gatekeeping Procedure

       

      
        	
                4.1

              	
                If
                  Dyax wishes to develop and commercialise Diagnostic Antibody Products
                  and/or Therapeutic Antibody Products to a particular Target and
                  provided
                  that Dyax Product Licences are available to Dyax under Clause 3,
                  Dyax may,
                  at any time, in a written notice to CAT (each a
                  "DyaxTarget Option Notice") request that
                  CAT grant Dyax a Dyax Product Licence in relation to such identified
                  Target.  In such Target Option Notice, Dyax
                  will:

              


      

       

      
        	
                 

              	
                (a)

              	
                identify
                  the relevant Target against which such CAT Licensable Antibodies
                  are
                  directed ("Nominated Target");
                  and

              


      

       

      
        	
                 

              	
                (b)

              	
                state
                  whether Dyax or the Dyax Sublicensee wishes to develop such CAT
                  Licensable
                  Antibodies as Diagnostic Antibody Products and/or Therapeutic Antibody
                  Products.

              


      

       

      
        	
                4.2

              	
                If
                  CAT notifies Dyax that the Nominated Target has passed the CAT
                  Gatekeeping
                  Procedure in accordance with Clause 4.4.1 below, then, unless otherwise
                  notified by Dyax, CAT will reserve such Nominated Target for Dyax
                  and Dyax
                  Sublicensee for a period of [*****] from the date of such CAT notice
                  ("Reservation
                  Period").    Up to and including [*****]
                  Nominated Targets may be reserved in accordance with the following
                  procedure at any time without charge.  For each additional
                  reservation above and beyond [*****] Nominated Targets, Dyax will
                  pay CAT
                  a reservation fee of [*****] for the next [*****] Nominated Targets
                  provided that no more than [*****] Nominated Targets may be reserved
                  at
                  any one time.  Where such a reservation fee is payable by Dyax
                  it will be paid to CAT within 14 days of CAT notifying Dyax that
                  the
                  Nominated Target has passed the CAT Gatekeeping Procedure and will
                  be
                  creditable against any subsequent Acceptance Fee payable by Dyax
                  under a
                  Dyax Product Licence for that Target.  Dyax may, at any time
                  prior to the expiry of the Reservation Period, request in writing
                  that CAT
                  extend the Reservation Period by a period of [*****].  Such
                  request for an extension shall be accompanied by payment of a fee
                  of
                  [*****] (the "Extension Fee").  Upon receipt by
                  CAT of the Extension Fee the Reservation Period for the Nominated
                  Target
                  in question will be so extended.  The Extension Fee will be
                  creditable against any subsequent Acceptance Fee which may become
                  due from
                  Dyax to CAT under the terms of this Agreement in respect of the
                  same
                  Nominated Target.  For the purposes of this Clause 4.2 "reserved
                  for" means that a Dyax Product Licence will continue to be available
                  to
                  Dyax and Dyax Sublicensees during that [*****] month period (or
                  [*****]
                  period if the Reservation Period is extended).  Dyax may not (a)
                  have more than [*****] Nominated Targets reserved at any one time
                  and (b)
                  exercise the right to reserve Nominated Targets pursuant to this
                  Clause in
                  relation to more Targets than there are Dyax Product Licences remaining
                  available at the relevant time pursuant to Clause 3.  In the
                  event that, at any time during which a Nominated Target is reserved
                  for
                  Dyax in accordance with this Clause 4.2, a Third Party request
                  from CAT an
                  exclusive license in respect of the relevant Nominated Target,
                  CAT will
                  promptly notify Dyax in writing.  Dyax will then have a period
                  of [*****] days from the date of CAT's notice to decide whether
                  or not it
                  wishes to take a Dyax Product Licence for that Nominated
                  Target.  If Dyax notifies CAT within that period that it does
                  not wish to take such a Dyax Product Licence or fails to notify
                  CAT at all
                  then such Nominated Target shall no longer be reserved for Dyax
                  and CAT
                  may grant an exclusive license in respect of such Nominated Target
                  to the
                  Third Party.

              


      

       

    

    
      
         

      

      
        14

        
          

        

      

      
         

      

    

     

    
      
        	
                4.3

              	
                Upon
                  receipt of a Dyax Target Option Notice from Dyax under Clause 4.1,
                  CAT
                  shall have [*****] days to make a determination whether the Nominated
                  Target passes CAT's Gatekeeping Procedure.  CAT
                  shall:

              


      

       

      
        	
                 

              	
                (a)

              	
                [*****]

              


      

       

      
        	
                 

              	
                (b)

              	
                [*****]

              


      

       

      
        	
                4.4

              	
                Before
                  the expiry of the [*****] referred to in Clause 4.3, CAT shall
                  either;

              


      

       

      
        	
                 

              	
                4.4.1

              	
                notify
                  Dyax in writing that the Nominated Target has passed the CAT Gatekeeping
                  Procedure, in which case, subject to the payment of applicable
                  Acceptance
                  Fee set out in Clause 8, grant to Dyax a Dyax Product Licence to
                  Exploit
                  Products against such Nominated Target in the Territory;
                  or

              


      

       

      
        	
                 

              	
                4.4.2

              	
                notify
                  Dyax in writing that the Nominated Target has not passed the CAT
                  Gatekeeping Procedure, in which case Dyax shall have no right to
                  obtain a
                  Dyax Product Licence to Exploit Products against such Nominated
                  Target in
                  the Territory.

              


      

       

      
        	
                4.5

              	
                CAT
                  agrees that:

              


      

       

      
        	
                 

              	
                (a)

              	
                CAT
                  will treat Dyax in the same way as CAT treats its other customers,
                  collaborators and licensees when applying the procedure described
                  in this
                  Clause 4; and

              


      

       

      
        	
                 

              	
                (b)

              	
                CAT
                  will only disclose information received by it from Dyax in relation
                  to a
                  Nominated Target to those CAT employees who need to know such information
                  for the purposes of this Clause 4.  Any such information will be
                  deemed to be Confidential Information of
                  Dyax

              


      

       

      4.6           In
        the case where a CAT Licensable Antibody is directed to two Targets (a
        "Bi-Specific Antibody"), or more than two Targets (a
        "Poly-Specific Antibody") the Target Option Notice shall
        identify each relevant Target against which such Bi-Specific Antibody or
        Poly-Specific Antibody is directed, and each such Target shall be considered
        a
        Nominated Target.  If CAT notifies Dyax that each Nominated Target to
        which such Bi-Specific Antibody or Poly-Specific Antibody is directed has
        passed
        the CAT Gatekeeping Procedure, Dyax shall have the right to obtain a Dyax
        Product Licence with respect to each such Nominated Target; provided however,
        that such Dyax Product Licence shall be limited so as to allow Dyax to Exploit
        only Products to such Nominated Targets that comprise or contain the Bi-Specific
        Antibody or Poly-Specific Antibody, which shall be clearly identified in
        the
        Dyax Product Licence.  For the avoidance of doubt, the parties
        acknowledge that:

       

      
        
           

        

        
          15

          
            

          

        

        
           

        

      

    

     

    
      
        	
                 

              	
                (a)

              	
                Dyax
                  may obtain a Dyax Product Licence for Therapeutic Antibody Products
                  and
                  Diagnostic Antibody Products containing or comprising such Bi-Specific
                  Antibodies against two Nominated Targets or Poly-Specific Antibodies
                  against more than two Nominated Targets by exercising only one
                  (1) option
                  from among the Initial Licence Allocation under Clauses 3.2 to
                  3.4 and the
                  Additional Licence Allocation under Clause
                  3.5;

              


      

       

      
        	
                 

              	
                (b)

              	
                in
                  the event that Dyax request that CAT reserve such Nominated Targets
                  for
                  the Reservation Period all such Nominated Targets will count towards
                  the
                  maximum of [*****] Nominated Targets which may be reserved by Dyax
                  at one
                  time pursuant to Clause 4.2; and

              


      

       

      
        	
                 

              	
                (c)

              	
                in
                  the event that Dyax request that the Reservation Period for any
                  such
                  Nominated Targets be extended for six (6) months then Dyax will
                  pay an
                  Extension Fee for each such Nominated
                  Target.

              


      

       

      5.           Grant
        of Dyax Product Licence by CAT

       

      
        	
                5.1

              	
                To
                  Dyax.  In the event CAT notifies Dyax under Clause 4.4.1
                  above that a Nominated Target has passed the CAT Gatekeeping Procedure,
                  then upon receipt by CAT of the applicable Acceptance Fee, CAT
                  agrees to
                  grant and hereby grants to Dyax and its Affiliates a non-exclusive,
                  royalty-bearing license, with the right to sublicense, under the
                  CAT
                  Antibody Phage Display Patents and CAT Know-How to Exploit Products
                  against such Nominated Target in the Territory ("Dyax Product
                  Licence").  Any Dyax Product Licence granted to Dyax
                  shall be consistent with the terms of this Clause 5 and Clauses
                  6, 8, 9,
                  17 and 19 of this Agreement and shall be negotiated by the Parties
                  in good
                  faith; provided, however, that the Parties agree that the terms
                  and
                  conditions and the form of any Dyax Product Licence executed after
                  the
                  Effective Date of this Agreement shall be substantially similar
                  to the
                  form attached hereto as Schedule 7.

              


      

       

      
        	
                5.2

              	
                The
                  Parties agree that Dyax may obtain a Dyax Product Licence for Therapeutic
                  Antibody Products and Diagnostic Antibody Products against the
                  same
                  Nominated Target by exercising only one (1) option from among the
                  Initial
                  Licence Allocation under Clauses 3.2 to 3.4 and the Additional
                  Licence
                  Allocation under Clause 3.5.

              


      

       

      
        	
                5.3

              	
                Nothing
                  herein shall prevent CAT from meeting any obligations it has to
                  Third
                  Parties under any agreements in respect of any Nominated Target
                  for which
                  Dyax submits a Target Option Notice under Clause 4.1 where such
                  Nominated
                  Target is determined by CAT under Clause 4 not to pass the CAT
                  Gatekeeping
                  Procedure, provided that such obligation does not involve any use
                  or
                  disclosure of any Confidential Information belonging to
                  Dyax.

              


      

       

      
        	
                5.4

              	
                Dyax
                  must request, and be granted, a Dyax Product
                  Licence;

              


      

       

      
        	
                 

              	
                5.4.1

              	
                in
                  relation to a Therapeutic Antibody Product prior to [*****];
                  or

              


      

       

    

    
      
         

      

      
        16

        
          

        

      

      
         

      

    

     

    
      
        	
                 

              	
                5.4.2

              	
                in
                  relation to a Diagnostic Antibody Product prior to
                  [*****].

              


      

       

      For
        the
        avoidance of doubt, the parties acknowledge and agree that a Dyax Partner
        or
        Dyax Sublicensee may obtain rights under the CAT Antibody Phage Display Patents
        and CAT Know-How to Exploit Products against a Target in the Territory without
        obtaining rights under a Product License if such Dyax Partner or Dyax
        Sublicensee obtains such rights under a written agreement directly with
        CAT.

      


      
        	
                5.5

              	
                Any
                  Dyax Product Licence which may be granted by CAT to Dyax shall
                  not be
                  effective until the receipt by CAT of the relevant Acceptance Fee,
                  which
                  shall not be refundable or creditable against any other sums which
                  may be
                  payable by Dyax or a Dyax Sublicensee  to CAT pursuant to this
                  Agreement.

              


      

       

      
        	
                5.6

              	
                Dyax
                  will, if requested by CAT, inform CAT of the identity of all Dyax
                  Sublicensees (and their sublicensees) in relation to each Dyax
                  Product
                  Licence.

              


      

       

      
        	
                5.7

              	
                Dyax
                  (and where relevant each Dyax Sublicensee) will ensure that any
                  sublicensee (to which it sublicences its rights in accordance with
                  the
                  terms of this Agreement) executes a written agreement (a) which
                  requires
                  the sublicensee to abide by the terms of one or more specified
                  Dyax
                  Product Licences or (b) which is consistent with the terms of Clauses
                  3.10
                  or 7, and Clauses 4, 5.5, and 5.8 of this Agreement and for the
                  purposes
                  of sublicences relating to Other Products only Clauses 8.4, 8.6,
                  8.8, 8.9,
                  8.10 and 9.2 through to 9.7.

              


      

       

      
        	
                5.8

              	
                Dyax
                  shall be entitled to sublicense its rights under a Dyax Product
                  Licence to
                  one or more Dyax Sublicensees.  Furthermore, each Dyax
                  Sublicensee may also sublicense to any Third Party and so on provided
                  each
                  such sublicence is granted in accordance with Clause 5.7
                  above.  [*****].

              


      

       

      6.           Terms
        of the Dyax Product Licences

       

              
              Each Dyax Product Licence granted to Dyax by
        CAT shall include the following terms:

       

      
        	
                6.1

              	
                The
                  Dyax Product Licence shall grant rights under the CAT Antibody
                  Phage
                  Display Patents and CAT Know-How and, for the avoidance of doubt,
                  no
                  rights shall be granted by CAT in any Dyax Product Licence to any
                  CAT
                  Diabodies Patent Rights, and any Patent Rights owned or controlled
                  by CAT
                  which claim Catalytic Antibodies, ribosome display technology,
                  any Patent
                  Rights which claim Single Domain Antibodies and no rights shall
                  be granted
                  by CAT in any Dyax Product Licence under the Antibody Phage Display
                  Patents to Exploit Research
                  Products.

              


      

       

      
        	
                6.2

              	
                The
                  Dyax Product Licence shall come into effect upon the date that
                  the
                  Acceptance Fee is paid and the Dyax Product Licence shall be subject
                  to
                  the applicable terms of Clause 8;

              


      

       

      
        	
                6.3

              	
                Unless
                  terminated under Clause 6.10, Clause 6.11 or Clause 6.12, the Dyax
                  Product
                  Licence shall continue, on a country-by-country and Product-by-Product
                  basis until the last Valid Claim of the CAT Antibody Phage Display
                  Patents
                  expires, or ten (10) years after First Commercial Sale of such
                  Product in
                  the country of sale, whichever occurs
                  later;

              


      

       

    

    
      
         

      

      
        17

        
          

        

      

      
         

      

    

     

    
      
        	
                6.4

              	
                Dyax
                  and each Dyax Sublicensee (or its sublicensee) shall indemnify
                  CAT and its
                  Affiliates and their directors, officers, employees and agents
                  and their
                  respective successors, heirs and assigns (the "CAT Indemnitees")
                  against
                  any liability, damage, loss or expense (including attorneys fees
                  and
                  expenses of litigation) incurred by or imposed upon the CAT Indemnitees
                  or
                  any one of them in connection with any claims, suits, actions,
                  demands or
                  judgments by or in favour of any Third Party concerning any manufacture,
                  use or sale of any Product by Dyax or such Dyax Sublicensee (or
                  its
                  sublicensee);

              


      

       

      
        	
                6.5

              	
                CAT
                  shall not be liable to any Dyax and Dyax Sublicensee (or its sublicensee)
                  in respect of any liability, loss, damage or expense (including
                  attorneys
                  fees and expenses of litigation) incurred or suffered by Dyax and
                  any Dyax
                  Sublicensees (or its sublicensee) in connection with the manufacture,
                  use
                  or sale of any Products by Dyax and Dyax Sublicensees (or its
                  sublicensee);

              


      

       

      
        	
                6.6

              	
                CAT
                  provides no warranty or representation from CAT that the CAT Antibody
                  Phage Display Patents are, or will be, valid or that the exercise
                  of the
                  rights granted under the Dyax Product Licence will not result in
                  the
                  infringement of patents of Third
                  Parties;

              


      

       

      
        	
                6.7

              	
                Dyax
                  shall notify CAT promptly of any proceedings or applications for
                  revocation of any of the CAT Antibody Phage Display Patents emanating
                  from
                  a Third Party that comes to its notice or if a Third Party takes
                  or
                  threatens to take any proceedings for infringement of any patents
                  of that
                  Third Party by reason of Dyax's use or operation of the CAT Antibody
                  Phage
                  Display Patents or manufacture, use or sale of the
                  Products.  Dyax shall notify CAT promptly of any infringement of
                  the CAT Antibody Phage Display Patents by a Third Party which may
                  come to
                  its attention during the term of the Dyax Product Licence, except
                  Dyax
                  shall have no obligation to so notify CAT with respect to any infringement
                  by an academic or not-for-profit entity which occurs by reason
                  of such
                  entity carrying out research activities provided such activities
                  are, as
                  far as Dyax is aware, not being carried out with a view to commercialising
                  a product or otherwise for profit;

              


      

       

      
        	
                6.8

              	
                CAT
                  shall have the sole right and responsibility, at its sole discretion
                  and
                  cost and with reasonable assistance from Dyax, to file, prosecute
                  and
                  maintain the CAT Antibody Phage Display Patents and for the conduct
                  of any
                  lawsuits, claims or proceedings challenging the validity or enforceability
                  thereof including, without limitation, any interference or opposition
                  proceeding relating thereto in all countries.  For the avoidance
                  of doubt, Dyax and Dyax Sublicensees will have the right to conduct
                  any
                  proceedings relating to its Product including any proceedings relating
                  to
                  product liability;

              


      

       

      
        	
                6.9

              	
                Dyax
                  and any Dyax Sublicensee may assign the benefit and/or burden of
                  any Dyax
                  Product Licence to any Affiliate or Third Party, provided that
                  such
                  Affiliate or Third Party undertakes to CAT to be bound by the terms
                  of the
                  Dyax Product Licence;

              


      

       

      
        	
                6.10

              	
                CAT
                  shall have the right to terminate any Dyax Product Licence in the
                  event
                  that:

              


      

       

      
        	
                6.10.1

              	
                Dyax
                  or a Dyax Sublicensee (or its sublicensee) has not filed an IND
                  for a
                  Therapeutic Antibody Product, or a 510(k) or IDE for a Diagnostic
                  Antibody
                  Product within [*****] after the grant of that Dyax Product Licence;
                  provided however, that Dyax shall have the right to extend such
                  period in
                  annual increments by up to [*****], upon the following
                  terms:

              


      

       

      
        	
                First
                  Annual Extension

              	
                $[*****]

              
	
                Second
                  Annual Extension

              	
                $[*****]

              


      

      


      In
        order
        for Dyax to be granted an extension under this Clause 6.10.1, the foregoing
        amounts must be received by CAT prior to the date of expiration.  All
        amounts received by CAT under this Clause 6.10.1 will be credited against
        any
        milestones and royalties that would otherwise be due to CAT under the terms
        of
        the Product License; or

       

      
        	
                6.10.2

              	
                Dyax
                  or a Dyax Sublicensee (or its sublicensee) directly or indirectly
                  opposes
                  or assists any Third Party to oppose the grant of letters patent
                  or any
                  patent application within the CAT Antibody Phage Display Patents,
                  or
                  disputes or directly or indirectly assists any Third Party to dispute
                  the
                  validity of any patent within the CAT Antibody Phage Display Patents
                  or
                  any of the claims thereof.

              


      

       

      
        	
                6.11

              	
                In
                  the event that either Party commits a material breach of any of
                  its
                  obligations with respect to a Dyax Product Licence, and such Party
                  fails
                  to remedy that breach within ninety (90) days after receiving written
                  notice thereof from the other Party, that other Party may immediately
                  terminate the Dyax Product Licence upon written notice to the breaching
                  Party.

              


      

       

      
        	
                6.12

              	
                Either
                  Party may terminate a Dyax Product Licence in its entirety by giving
                  notice in writing to the other Party if any one or more of the
                  following
                  events happens:

              


      

       

      
        	
                 

              	
                (a)

              	
                the
                  other Party has any distress or execution levied on the major portion
                  of
                  its assets (as determined by its balance sheet in accordance with
                  GAAP)
                  which is not paid out within thirty (30) days of its being
                  levied;

              


      

       

      
        	
                 

              	
                (b)

              	
                the
                  other Party calls a meeting for the purpose of passing a resolution
                  to
                  wind it up, or such a resolution is passed, or the other Party
                  presents,
                  or has presented, a petition for a winding up order, or presents,
                  or has
                  presented, a petition to appoint an administrator, or has an
                  administrative receiver, or receiver, liquidator or other insolvency
                  practitioner appointed over all or any substantial part of its
                  business,
                  undertaking, property or assets;

              


      

       

      
        	
                 

              	
                (c)

              	
                the
                  other Party stops or suspends making payments (whether of principal
                  or
                  interest) with respect to substantially all of its debts or announces
                  an
                  intention to do so or the other Party suspends or ceases to carry
                  on its
                  business;

              


      

       

      
        	
                 

              	
                (d)

              	
                a
                  secured lender to the other Party holding a security interest over
                  the
                  major portion of the tangible assets (as determined by its balance
                  sheet
                  in accordance with GAAP) of such other Party takes any steps to
                  obtain
                  possession of the property on which it has security or otherwise
                  to
                  enforce its security; or

              


      

       

      
        
           

        

        
          18

          
            

          

        

        
           

        

      

    

     

    
      
        	
                 

              	
                (e)

              	
                the
                  other Party suffers or undergoes any procedure analogous to any
                  of those
                  specified in Clause 6.12(a) - (d) above or any other procedure
                  available
                  in the country in which the other Party is constituted, established
                  or
                  domiciled against or to an insolvent debtor or available to the
                  creditors
                  of such a debtor.

              


      

       

      7.           Grant
        of Other Licences

       

      
        	
                7.1

              	
                Other
                  Products. CAT hereby grants with effect from 3 January 2003 to
                  Dyax a
                  non-exclusive licence in the Territory, with the right to sublicence,
                  under the CAT Antibody Phage Display Patents and the CAT Know-How
                  for any
                  purpose not already covered by the provisions of this Agreement
                  ("Other Purposes") including to Exploit any product,
                  other than a Therapeutic Antibody Product, Diagnostic Antibody
                  Product or
                  Research Product, whose development, manufacture, use or sale would,
                  absent the license hereunder, infringe Valid Claims of the CAT
                  Antibody
                  Phage Display Patents or utilize the CAT Know-How ("Other
                  Product").  The license granted under this Clause 7.1
                  shall be subject to the terms and conditions applicable under Clauses
                  5.6,
                  5.7, 5.8, 6.1, 6.3 through 6.11, 7.3, 7.4, 7.5, 8.5 through 8.7,
                  9.2
                  through 9.7, 15.4(c)-(g) and 19.

              


      

       

      
        	
                7.2

              	
                The
                  licence granted in Clause 7.1 does not include any grant by CAT
                  of rights
                  to CAT Diabodies Patent Rights, or Patent Rights owned or controlled
                  by
                  CAT which claim Catalytic Antibodies, or ribosome display technology
                  or
                  Patent Rights which claim Single Domain Antibodies or any use of
                  the said
                  Patent Rights in the field of Research Products.  Dyax's rights
                  under the licence granted in Clause 7.1 are expressly subject to
                  any
                  rights which CAT has granted to any Third Party prior to 3 January
                  2003 or
                  may grant to any Third Party after 3 January 2003 provided that
                  any rights
                  granted by CAT to any Third Party after 3 January 2003 shall not
                  restrict
                  the freedom of Dyax or Dyax Sublicensees (or their sublicensees)
                  to
                  operate under any agreement entered into by them prior to the date
                  CAT
                  grants such Third Party rights.

              


      

       

      
        	
                7.3

              	
                In
                  the event that either Party commits a material breach of any of
                  its
                  obligations with respect to the licence granted in Clause 7.1,
                  and such
                  Party fails to remedy that breach within ninety (90) days after
                  receiving
                  written notice thereof from the other Party, that other Party may
                  immediately terminate the licence upon written notice to the breaching
                  Party.

              


      

       

      
        	
                7.4

              	
                Either
                  Party may terminate a licence set out in Clause 7.1 above in its
                  entirety
                  by giving notice in writing to the other Party if any one or more
                  of the
                  following events happens:

              


      

       

      
        	
                 

              	
                (a)

              	
                the
                  other Party has any distress or execution levied on the major portion
                  of
                  its assets (as determined by its balance sheet in accordance with
                  GAAP)
                  which is not paid out within thirty (30) days of its being
                  levied;

              


      

       

      
        	
                 

              	
                (b)

              	
                the
                  other Party calls a meeting for the purpose of passing a resolution
                  to
                  wind it up, or such a resolution is passed, or the other Party
                  presents,
                  or has presented, a petition for a winding up order, or presents,
                  or has
                  presented, a petition to appoint an administrator, or has an
                  administrative receiver, or receiver, liquidator or other insolvency
                  practitioner appointed over all or any substantial part of its
                  business,
                  undertaking, property or assets;

              


      

       

    

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    
      
        	
                 

              	
                (c)

              	
                the
                  other Party stops or suspends making payments (whether of principal
                  or
                  interest) with respect to substantially all of its debts or announces
                  an
                  intention to do so or the other Party suspends or ceases to carry
                  on its
                  business;

              


      

       

      
        	
                 

              	
                (d)

              	
                a
                  secured lender to the other Party holding a security interest over
                  the
                  major portion of the tangible assets (as determined by its balance
                  sheet
                  in accordance with GAAP) of such other Party takes any steps to
                  obtain
                  possession of the property on which it has security or otherwise
                  to
                  enforce its security;

              


      

       

      
        	
                 

              	
                (e)

              	
                the
                  other Party suffers or undergoes any procedure analogous to any
                  of those
                  specified in Clause 7.4(a) – (d) above or any other procedure available in
                  the country in which the other Party is constituted, established
                  or
                  domiciled against or to an insolvent debtor or available to the
                  creditors
                  of such a debtor;

              


      

       

      8.           Consideration
        Payable by Dyax

       

      
        	
                8.1

              	
                Initial
                  Licence Allocation for Therapeutic Antibody
                  Products.

              


      

       

      
        	
                 

              	
                8.1.1

              	
                With
                  respect to each Dyax Product Licence from the Initial Licence Allocation
                  for Therapeutic Antibody Products for a Nominated Target, Dyax
                  shall pay
                  to CAT the following payments upon achievement of the specified
                  milestones
                  by Dyax or a Dyax Sublicensee (or its sublicensee) for the first
                  Therapeutic Antibody Product directed against such Nominated Target
                  to
                  achieve the relevant milestone:

              


      

       

      
        	
                Acceptance
                  Fee (if not already paid for that Nominated Target pursuant to
                  Clause
                  8.3.1)

              	
                US
                  $[*****]

              
	
                Initiation
                  of first Phase I Clinical Trial

              	
                US
                  $[*****]

              
	
                Initiation
                  of first Phase III Clinical Trial

              	
                US
                  $[*****]

              
	
                First
                  filing for Marketing Authorisation in one Major Market
                  country

              	
                US
                  $[*****]

              
	
                Marketing
                  Authorisation granted in the United States

              	
                US
                  $[*****]

              


      

      


      
        	
                 

              	
                8.1.2

              	
                With
                  respect to Dyax Product Licences for a Therapeutic Antibody Product
                  from
                  the Initial Licence Allocation, Dyax shall pay CAT royalties in
                  an amount
                  equal to [*****] of Net Sales of the Therapeutic Antibody Product
                  sold by
                  or on behalf of Dyax or the Dyax
                  Sublicensee.

              


      

       

      
        
           

        

        
          20

          
            

          

        

        
           

        

      

    

     

    
      
        	
                8.2

              	
                Additional
                  Licence Allocation for Therapeutic Antibody
                  Products.

              


      

       

      
        	
                 

              	
                8.2.1

              	
                With
                  respect to each Dyax Product Licence from the Additional Licence
                  Allocation set forth in Clause 3.5 for Therapeutic Antibody Products
                  for a
                  Nominated Target, Dyax shall pay to CAT the following payments
                  upon
                  achievement of the specified milestones by Dyax or a Dyax Sublicensee
                  (or
                  its sublicensee) for the first Therapeutic Antibody Product directed
                  against such Nominated Target to achieve the relevant
                  milestone:

              


      

       

      
        	
                Acceptance
                  Fee (if not already paid for that Nominated Target pursuant to
                  Clause
                  8.3.1)

              	
                US
                  $[*****]

              
	
                Initiation
                  of first Phase I Clinical Trial

              	
                US
                  $[*****]

              
	
                Initiation
                  of first Phase III Clinical Trial

              	
                US
                  $[*****]

              
	
                First
                  filing for Marketing Authorisation in one Major Market
                  country

              	
                US
                  $[*****]

              
	
                First
                  Marketing Authorisation granted in one Major Market
                  country

              	
                US
                  $[*****]

              


      

      


      
        	
                 

              	
                8.2.2

              	
                With
                  respect to each Dyax Product Licence from the Additional Licence
                  Allocation set forth in Clause 3.5 for Therapeutic Antibody Products,
                  Dyax
                  will pay CAT royalties in an amount equal to [*****] of Net Sales
                  of the
                  Therapeutic Antibody Product sold by or on behalf of Dyax or the
                  Dyax
                  Sublicensee.  Such royalty rate shall apply to the four Dyax
                  Product Licences which CAT and Dyax have already executed before
                  the date
                  of this Agreement and which were taken from the
                  [*****].

              


      

       

      
        	
                8.3

              	
                Dyax
                  Product Licences for Diagnostic
                  Products.

              


      

       

      
        	
                 

              	
                8.3.1

              	
                With
                  respect to each Dyax Product Licence for Diagnostic Antibody Products,
                  Dyax shall pay to CAT the following payments upon achievement by
                  Dyax or a
                  Dyax Sublicensee (or its sublicensee) of the milestones set out
                  below.  For the avoidance of doubt the milestone payments shall
                  be payable in respect of the first Diagnostic Antibody Product
                  directed
                  against each Nominated Target to achieve the relevant
                  milestone:

              


      

       

      
        	
                Acceptance
                  Fee (if not already paid for that Nominated Target pursuant to
                  Clause
                  8.1.1 or 8.2.1)

              	
                US
                  $[*****]

              
	
                First
                  filing for Marketing Authorisation in one Major Market
                  country

              	
                US
                  $[*****]

              
	
                Marketing
                  Authorisation granted in each Major Market Country

              	
                US
                  $[*****]

              


      

      


      
        	
                 

              	
                8.3.2

              	
                Notwithstanding
                  the foregoing, the parties acknowledge and agree that no milestone
                  payments will be payable by Dyax Sublicensee to CAT in respect
                  of
                  Diagnostic Antibody Products developed under the Specified Diagnostic
                  Agreements.

              


      

       

      


      
        	
                 

              	
                8.3.3

              	
                With
                  respect to each Dyax Product Licence for a Diagnostic Antibody
                  Product,
                  Dyax shall pay CAT royalties on a country-by-country basis in an
                  amount
                  equal to [*****] of Net Sales of Diagnostic Antibody Products sold
                  by or
                  on behalf of Dyax or any Dyax
                  Sublicensee.

              


      

       

      
        	
                8.4

              	
                Other
                  Products.  With respect to each Other Product developed by
                  Dyax or one of its sublicensees under Clause 7, Dyax or its sublicensee,
                  as the case may be, shall pay CAT royalties on a country-by-country
                  basis
                  in an amount equal to [*****] of Net Sales of each Other Product
                  sold by
                  or on behalf of Dyax or the Dyax Sublicensee in the
                  Territory.

              


      

       

      
        
           

        

        
          21

          
            

          

        

        
           

        

      

    

     

    
      
        	
                8.5

              	
                In
                  addition to the royalty payments in Clause 8.4, and subject to
                  Clause
                  8.7.3, Dyax will pay to CAT [*****] of all other sums received
                  by Dyax in
                  relation to Other Products or any Other Purposes under sublicense
                  agreements executed after the Commencement Date.  For the
                  avoidance of doubt, the sums payable by Dyax shall include [*****]
                  of any
                  sums that Dyax receives from a sublicensee from any further sublicensing
                  but CAT shall not receive [*****] of the sum actually received
                  by such a
                  sublicensee from such further sublicensing.  Dyax shall be
                  entitled to retain all amounts that it receives from sublicensees
                  in
                  payment for the provision of support services relating to the supply
                  of
                  CAT Antibody Libraries or Antibodies derived therefrom as reasonably
                  calculated based on the use of Full Time Equivalents, machine hours,
                  other
                  comparable cost based measures or any combination of the
                  foregoing.

              


      

       

      
        	
                8.6

              	
                For
                  the further avoidance of doubt, Dyax or its sublicensee will retain
                  all
                  non-royalty payments made to Dyax by sublicensees of Other Products
                  under
                  agreements executed prior to 3 January
                  2003.

              


      

       

      
        	
                8.7

              	
                The
                  Parties hereby agree that, notwithstanding any provision of this
                  Agreement
                  (including without limitation Clauses 8.4, 8.5 and 8.6 of this
                  Agreement),
                  with respect to any [*****] used for [*****] that is developed
                  under that
                  certain Development and License Agreement between Dyax and a Third
                  Party
                  dated [*****] (the "Development and License Agreement"),
                  Dyax's sole obligation to CAT is to pay to CAT [*****] of all royalties,
                  milestones and other sums (including any consideration in kind)
                  received
                  by Dyax in relation to such [*****] product, except that Dyax shall
                  not
                  pay to CAT any percentage of Full Time Equivalent based funded
                  research
                  payments received by Dyax under the Development and License
                  Agreement.

              


      

       

      
        	
                8.8

              	
                Dyax
                  Antibody Libraries and Funded Discovery
                  Activities.

              


      

       

      
        	
                 

              	
                8.8.1

              	
                In
                  respect of any agreements concluded between Dyax and any Dyax Partner
                  before 3 January 2003 under which CAT Antibody Libraries or Antibodies
                  derived therefrom are made available to such Dyax Partner, the
                  Parties
                  agree that: (a) Dyax will retain all amounts (including without
                  limitation
                  all Antibody Library transfer fees) that it receives in payment
                  from such
                  Dyax Partner prior to the grant of a Dyax Product Licence; (b)
                  Dyax will
                  retain all amounts that it receives in payment from such Dyax Partner
                  after the grant of a Dyax Product Licence hereunder, exclusive
                  of any
                  amounts payable on account of such Dyax Partner's obligation to
                  pay any
                  milestone payments or royalties to CAT for any Therapeutic Antibody
                  Product or Diagnostic Antibody Product under the terms of such
                  Dyax
                  Product Licence.

              


      

       

      
        	
                 

              	
                8.8.2

              	
                In
                  respect of any agreements concluded between Dyax and any Dyax Partner
                  after 3 January 2003 of this Agreement under which CAT Antibody
                  Libraries
                  or Antibodies derived therefrom are made available to such Dyax
                  Partner,
                  the Parties agree that: (a) Dyax shall be entitled to retain all
                  amounts
                  that it receives from such Dyax Partner in payment for the provision
                  of
                  support services relating to the supply of the CAT Antibody Libraries
                  or
                  Antibodies derived therefrom as reasonably calculated based on
                  the use of
                  Full Time Equivalents, machine hours, other comparable cost-based
                  measures
                  or any combination of the foregoing; and (b) all other amounts
                  (including
                  without limitation all Antibody Library transfer fees) that Dyax
                  receives
                  in payment from such Dyax Partner with respect to development of
                  a Product
                  during the period before the grant of a Dyax Product Licence hereunder
                  will be divided in the proportion [*****] to Dyax and [*****] to
                  CAT.  After the grant of a Dyax Product Licence for a Product
                  CAT shall only be entitled to payments under the Dyax Product Licence
                  for
                  such Product and no further amounts shall be payable under this
                  Clause
                  8.9.2.

              


      

       

    

    
      
         

      

      
        22

        
          

        

      

      
         

      

    

     

    
      
        	
                 

              	
                8.8.3

              	
                The
                  provisions of this Clause 8.8 shall not apply to Other Products,
                  which
                  shall be handled solely in accordance with Clauses 8.4, 8.5 and
                  8.6
                  above.

              


      

       

      
        	
                8.9

              	
                All
                  royalties due to CAT under Clauses 8.1.2, 8.2.2, 8.3.2, 8.4 or
                  sums due to
                  CAT in respect of any Other Product or any Other Purpose under
                  Clause 8.5
                  or any other sums due to CAT under Clause 8.8.2 shall be payable
                  on a
                  country-by-country basis until the last Valid Claim of a CAT Antibody
                  Phage Display Patent expires or ten (10) years from the date of
                  First
                  Commercial Sale of such Product or Other Product or Other Purpose,
                  whichever occurs later.

              


      

       

      
        	
                8.10

              	
                Dyax
                  agrees that it will not, without the prior written consent of CAT,
                  receive
                  shares or any other non-cash consideration in return for granting
                  any
                  sublicence to a Dyax Sublicensee.  Dyax will ensure that each
                  Dyax Sublicensee will also not receive any shares or any other
                  non-cash
                  consideration when granting a sublicence pursuant to the terms
                  of its
                  sublicence agreement.

              


      

       

      
        	
                8.11

              	
                Dyax
                  shall be free to make CAT Antibody Libraries and Antibodies derived
                  from
                  CAT Antibody Libraries available to any Dyax Sublicensee and the
                  latter
                  will be free to use the foregoing without any further licence from
                  CAT
                  under the CAT Antibody Phage Display Patents; provided that (i)
                  any
                  amounts paid to Dyax from any such Dyax Sublicensee will be dealt
                  with in
                  accordance with Clause 8.5 or 8.8, and (ii) such Dyax Sublicensees
                  will
                  only be able to Exploit any Product derived from such CAT Antibody
                  Libraries or such Antibodies if a Dyax Product Licence has been
                  sublicensed to them by Dyax.

              


      

       

      
        	
                8.12

              	
                The
                  Parties agree that any payments already made by Dyax to CAT under
                  the
                  terms of the Amendment Agreement are not affected by the terms
                  of this
                  Agreement.

              


      

       

      9.           Provisions
        relating to Payment of Consideration by Dyax

       

      
        	
                9.1

              	
                All
                  milestone payments shall be paid by Dyax within [*****] days of
                  the
                  applicable milestone being achieved and no milestone payments shall
                  be
                  refundable or creditable against any other sum payable by Dyax
                  hereunder
                  for any reason.

              


      

       

    

    
      
         

      

      
        23

        
          

        

      

      
         

      

    

     

    
      
        	
                9.2

              	
                Dyax
                  shall make the payments due to CAT under Clause 8 above in United
                  States
                  dollars (if Dyax in turn receives payment in dollars) or in pounds
                  sterling (if Dyax in turn receives payment in pound sterling),
                  or Euros
                  (if Dyax in turn receives payment in Euros).  Where Dyax
                  receives payment in a currency other than United States dollars,
                  pounds
                  sterling or Euros, Dyax will convert the relevant sum into pounds
                  sterling
                  (or Euros if Euros have replaced pounds sterling at the time of
                  payment).  Dyax will use the conversion rate reported in the
                  Financial Times two (2) Business Days before the day on which Dyax
                  pays
                  CAT.  Such payment will be made without deduction of exchange,
                  collection or other charges.  All payments will be made at
                  Quarterly intervals.  Within [*****] days of the end of each
                  Quarter after the First Commercial Sale of each Product, or Other
                  Product
                  in any country, Dyax shall prepare a statement which shall show
                  on a
                  country-by-country basis for the previous Quarter Net Sales of
                  each
                  Product, or Other Product by Dyax or its Affiliates and all monies
                  due to
                  CAT based on such Net Sales.  That statement shall include
                  details of Net Sales broken down to show the country of the sales
                  and the
                  total Net Sales by Dyax or its Affiliates in such country and shall
                  be
                  submitted to CAT within such [*****] day period together with remittance
                  of the monies due.  With respect to Net Sales of a Product or
                  Other Product by a Dyax Sublicensee (or its sublicensee) Dyax shall
                  prepare a statement which will include the same information and
                  remit that
                  statement and any monies due within the same period except with
                  regard to
                  any Dyax Sublicensee with which Dyax has a licence agreement relating
                  to
                  the technology of Antibody phage display as of or prior to the
                  Commencement Date where the remittance will be made at Quarterly
                  intervals
                  within [*****] days of the date royalties are due to Dyax from
                  such
                  existing Dyax Sublicensees.  With respect to any other sums
                  received by Dyax in accordance with Clauses 8.5 and 8.7.2
                  Dyax  shall within [*****] days of the end of the first Quarter
                  in which Dyax receives such sums prepare and submit to CAT a statement,
                  which shall include details of all such sums received by Dyax on
                  a country
                  by country basis in the previous Quarter,  together with
                  remittance of any monies due.

              


      

       

      
        	
                9.3

              	
                All
                  payments shall be made free and clear of and without deduction
                  or
                  deferment in respect of any disputes or claims whatsoever and/or
                  as far as
                  is legally possible in respect of any taxes imposed by or under
                  the
                  authority of any government or public
                  authority.  [*****].

              


      

       

      
        	
                9.4

              	
                Dyax
                  shall keep and shall procure that its Affiliates and Dyax Sublicensees
                  keep true and accurate records and books of account containing
                  all data
                  necessary for the calculation of the amounts payable by it to CAT
                  pursuant
                  to this Agreement.  Those records and books of account shall be
                  kept for seven (7) years following the end of the Year to which
                  they
                  relate.  Upon CAT's written request, a firm of accountants
                  appointed by agreement between the Parties or, failing such agreement
                  within ten (10) Business Days of the initiation of discussions
                  between
                  them on this point CAT shall have the right to cause an international
                  firm
                  of independent certified public accountants that has not performed
                  auditing or other services for either Party or their Affiliates
                  (or, if
                  applicable, any Dyax Sublicensee with rights to the Product in
                  question)
                  acceptable to Dyax or the Dyax Sublicensee such acceptance not
                  to be
                  unreasonably withheld to inspect such records and books of
                  account.  In particular such
                  firm:

              


      

       

      
        	
                 

              	
                9.4.1

              	
                shall
                  be given access to and shall be permitted to examine and copy such
                  books
                  and records of Dyax and its Affiliates and Dyax Sublicensees upon
                  twenty
                  (20) Business Days notice having been given by CAT and at all reasonable
                  times on Business Days for the purpose of certifying that the Net
                  Sales or
                  other relevant sums calculated by Dyax and its Affiliates and Dyax
                  Sublicensees during any Year were reasonably calculated, true and
                  accurate
                  or, if this is not their opinion, certify the Net Sales figure
                  or other
                  relevant sums for such period which in their judgment is true and
                  correct;

              


      

       

    

    
      
         

      

      
        24

        
          

        

      

      
         

      

    

     

    
      
        	
                 

              	
                9.4.2

              	
                prior
                  to any such examination taking place, such firm of accountants
                  shall
                  undertake to Dyax that they shall keep all information and data
                  contained
                  in such books and records, strictly confidential and shall not
                  disclose
                  such information or copies of such books and records to any third
                  person
                  including CAT, but shall only use the same for the purpose of calculations
                  which they need to perform in order to issue the certificate to
                  which this
                  Clause envisages;

              


      

       

      
        	
                 

              	
                9.4.3

              	
                any
                  such access examination and certification shall occur no more than
                  once
                  per Year and will not go back over records more than two (2) years
                  old;

              


      

       

      
        	
                 

              	
                9.4.4

              	
                Dyax
                  and its Affiliates and Dyax Sublicensees shall make available personnel
                  to
                  answer queries on all books and records required for the purpose
                  of that
                  certification; and

              


      

       

      
        	
                 

              	
                9.4.5

              	
                the
                  cost of the accountant shall be the responsibility of Dyax if the
                  certification shows it to have underpaid monies to CAT by more
                  than
                  [*****] and the responsibility of CAT
                  otherwise.

              


      

       

      
        	
                9.5

              	
                All
                  payments due to CAT under the terms of this Agreement are expressed
                  to be
                  exclusive of value added tax (VAT) howsoever arising.
                  [*****].

              


      

       

      
        	
                9.6

              	
                All
                  payments made to CAT under this Agreement shall be made to the
                  bank
                  account of CAT as notified by CAT to Dyax from time to
                  time.

              


      

       

      
        	
                9.7

              	
                If
                  Dyax fails to make any payment to CAT hereunder on the due date
                  for
                  payment, without prejudice to any other right or remedy available
                  to CAT
                  it shall be entitled to charge  Dyax interest (both before and
                  after judgment) of the amount unpaid at the annual rate of LIBOR
                  (London
                  Interbank Offering Rate) plus [*****] calculated on a daily basis
                  until
                  payment in full is made without prejudice to CAT's right to receive
                  payment on the due date.

              


      

       

      10.           CAT
        Development License for Dyax Therapeutic Antibody
        Products

       

      
        	
                10.1

              	
                Right
                  of First Offer; Development License
                  Option.

              


      

       

      
        	
              	
                10.1.1.

              	
                In
                  the event that Dyax undertakes development of any Dyax Therapeutic
                  Antibody Product on its own and then subsequently decides to fully
                  licence-out the further development and commercialisation of such
                  Dyax
                  Therapeutic Antibody Product to a Third Party prior to the filing
                  of the
                  first IND for such Dyax Therapeutic Antibody Product ("Development
                  Licence"), then before granting such license to such Third Party,
                  Dyax shall first offer CAT in writing the option to obtain a license
                  to
                  continue the development and commercialisation of such Dyax Therapeutic
                  Antibody Product in the Territory (a "Development Licence
                  Option").  As used in this Clause 10.1.1, the term
                  "licence-out" shall apply only to Third Party license agreements
                  in which
                  Dyax will not retain any operational control or funding obligations
                  with
                  respect to the ongoing development and commercialisation of such
                  Dyax
                  Therapeutic Antibody Product.

              


      

       

    

    
      
         

      

      
        25

        
          

        

      

      
         

      

    

     

    
      
        	
              	
                10.1.2.

              	
                For
                  the avoidance of doubt, if Dyax decides to licence the further
                  development
                  and commercialisation of any Dyax Therapeutic Antibody Product
                  to a Third
                  Party after the filing of the first IND for such Dyax Therapeutic
                  Antibody
                  Product, it shall give CAT the option to participate in the bidding
                  process for such a licence but Dyax shall have no obligation to
                  offer CAT
                  a Development Licence with respect
                  thereto.

              


      

       

      
        	
                10.2

              	
                CAT
                  acknowledges and agrees that, from time to time, the license out
                  by Dyax
                  of a Dyax Therapeutic Antibody Product may be strategically combined
                  with
                  one or more other Dyax Therapeutic Antibody Products or with products
                  and
                  services offered by Dyax, and that in such cases, CAT's Development
                  Licence Option may only be exercised by agreeing to
                  all of the terms relevant to such strategic combination.  If (i)
                  any Development Licence Option offered to CAT contains such a combination;
                  and (ii) CAT and Dyax do not enter into a Development Licence pursuant
                  to
                  such Development Licence Option in accordance with the provisions
                  of
                  Clause 10.5 below; and (iii) Dyax subsequently decide to alter
                  the
                  combination (for example add or take away a product or service)
                  which is
                  to be the subject of the Development Licence, such altered combination
                  must be offered to CAT in accordance with Clause 10.1.1 above and
                  Clauses
                  10.2 to 10.6 below shall
                  apply. 

              


      

       

      
        	
                10.3

              	
                The
                  written notification by Dyax to CAT of a Development Licence Option
                  (a
                  "Development Licence Option Notice") shall set out the
                  general terms upon which Dyax is willing to grant a Development
                  Licence,
                  and it shall be accompanied by all reasonable and relevant scientific,
                  regulatory and technical information relating to the Dyax Therapeutic
                  Antibody Product that is the subject of the Development Licence
                  Option
                  Notice (the "Supporting Information") so that CAT can
                  reasonably determine in its sole discretion whether to enter into
                  a
                  Development Licence.

              


      

       

      
        	
                10.4

              	
                CAT
                  shall notify Dyax within [*****] days of receipt of the Development
                  Licence Option Notice and all Supporting Information (or such other
                  longer
                  period as the Parties agree) whether or not it wishes to enter
                  into a
                  Development Licence.  If CAT notifies Dyax that it does not wish
                  to enter into a Development Licence, or CAT does not respond to
                  Dyax
                  within the foregoing period, then Dyax shall be free to develop
                  and
                  commercialise the Dyax Therapeutic Antibody Product that was the
                  subject
                  of the Development Licence Option Notice with any Third Party;
                  provided
                  that Dyax shall not enter into such a Development Licence on terms
                  which,
                  taken as a whole, are more favourable to the Third Party then those
                  set
                  out in the Development Licence Option Notice without first offering
                  such
                  more favourable terms to CAT.

              


      

       

      
        	
                10.5

              	
                If
                  CAT wishes to enter into a Development Licence, the Parties shall
                  forthwith negotiate the terms of such Development Licence in good
                  faith.  If the Parties acting reasonably and in good faith are
                  unable to agree the heads of terms of the Development Licence within
                  [*****] months of commencing negotiations, then  Dyax shall be
                  free to enter into a Development Licence with any Third Party for
                  the Dyax
                  Therapeutic Antibody that was the subject of the Development Licence
                  Option Notice; provided that Dyax shall not enter into such a Development
                  Licence on terms which, taken as a whole, are more favourable to
                  the Third
                  Party then those set out in the Development Licence Option Notice
                  without
                  first offering such more favourable terms to
                  CAT.

              


      

       

      
        
           

        

        
          26

          
            

          

        

        
           

        

      

    

     

    
      
        	
                10.6

              	
                The
                  provisions of this Clause 10 shall apply to all Dyax Therapeutic
                  Antibody
                  Products.

              


      

       

      
        	
                10.7

              	
                For
                  the avoidance of doubt Dyax shall be free to enter into co-development
                  agreements with any Third Party with respect to any Therapeutic
                  Antibody
                  Product without first offering any rights to such product to
                  CAT.  If however any proposed co-development agreement changes
                  in nature during negotiations between Dyax and the relevant Third
                  Party to
                  being one of a licence-out the provisions of 10.1 to 10.5 above
                  will
                  apply.  In addition, if having entered into a co-development
                  agreement with a Third Party with respect to any Therapeutic Antibody
                  Product, such agreement is terminated and Dyax decides to out license
                  the
                  further development and commercialisation of such product, the
                  provisions
                  of Clauses 10.1 to 10.5 above will
                  apply.

              


      

       

      11.           Dyax
        Library Licence

       

      
        	
                11.1

              	
                Dyax
                  grants to CAT and its Affiliates a non-exclusive, non-sublicensable
                  licence to use the Dyax Antibody Library, Dyax Materials, Dyax
                  Know-How
                  and the inventions claimed in the Dyax Patent Rights for the purposes
                  of
                  carrying out research and development activities in relation to
                  identifying Dyax Licensable Antibodies or potential CAT Products
                  from the
                  Dyax Antibody Library.  Such licence shall commence on the date
                  the Dyax Materials are received by CAT pursuant to Clause 11.3
                  below and
                  continue for a period of [*****]. 

              


      

      


      
        	
                11.2

              	
                Dyax
                  also grants to CAT and its Affiliates the following rights to Third
                  Party
                  intellectual property:

              


      

      


      
        	
                 

              	
                (a)

              	
                Affimed
                  Sublicense.   Upon the terms and conditions set forth
                  in Schedule 10-A, CAT shall have a sublicense under the Affimed
                  Patent
                  Rights (the "Affimed Sublicense") for use with the Dyax Antibody
                  Library
                  as permitted by the license granted in Clause
                  11.1.

              


      

      


      
        	
                 

              	
                (b)

              	
                Biosite
                  Sublicense.   Upon the terms and conditions set forth
                  in Schedule 10-B, CAT shall have a sublicense under the Biosite
                  Patent
                  Rights (the "Biosite Sublicense") for use with the Dyax Antibody
                  Library
                  as permitted by the license granted in Clause
                  11.1.

              


      

      


      
        	
                 

              	
                (c)

              	
                Domantis
                  Sublicense.   Upon the terms and conditions set forth
                  in Schedule 10-C, CAT shall have a sublicense under the Domantis
                  Patent
                  Rights and the Domantis Know How (the "Domantis Sublicense") for
                  use with
                  the Dyax Antibody Library as permitted by the license granted in
                  Clause
                  11.1.

              


      

      


      
        	
                 

              	
                (d)

              	
                Genentech
                  Sublicense.   Upon the terms and conditions set forth
                  in Schedule 10-D, CAT shall have a sublicense under the Genentech
                  Patent
                  Rights (the "Genentech Sublicense") for use with the Dyax Antibody
                  Library
                  as permitted by the license granted in Clause
                  11.1.

              


      

      


      
        	
                 

              	
                (e)

              	
                XOMA
                  Covenant.  Upon the terms and conditions set forth in
                  Schedule 10-E,  CAT shall have the benefit of the covenant not
                  to sue conferred pursuant to the XOMA License with regard to infringement
                  of the XOMA Patent Rights or misappropriation of the XOMA Know-How
                  (the
                  "XOMA Covenant") solely to the extent reasonably necessary to permit
                  the
                  use by CAT of the Dyax Antibody Library as permitted by the license
                  granted in Clause 11.1; but the benefit of the covenant shall expressly
                  exclude the use and practice of the XOMA Patent Rights or XOMA
                  Know-How
                  for commercial or industrial manufacture or any activities solely
                  directed
                  to the creation of such manufacturing
                  capabilities.

              


      

    

     

    
      
         

      

      
        27

        
          

        

      

      
         

      

    

     

    
      
        	
                11.3

              	
                As
                  soon as possible following the date of this Agreement Dyax will
                  transfer
                  to CAT at its own expense the Dyax Materials and will disclose
                  the Dyax
                  Know-How to CAT.  Prior to the shipment of the Dyax Materials
                  Dyax and CAT shall agree on appropriate specifications for the
                  shipment
                  and delivery of the Dyax Materials.  Dyax shall be responsible
                  for obtaining all import and export licences and approvals required
                  in
                  order to transfer the Dyax Materials and Dyax Know-How to CAT at
                  its site
                  on Granta Park, Cambridge, England (the "CAT
                  Site").

              


      

       

      
        	
                11.4

              	
                Within
                  thirty (30) days after the execution of this Agreement, Dyax shall
                  transfer the Dyax Antibody Libraries (sufficient for [*****] selections),
                  Dyax Materials and Dyax Know-How to CAT for use by CAT and its
                  Affiliates
                  in accordance with the terms and conditions of this
                  Agreement.   Following the[*****], Dyax shall make
                  additional transfers of the Dyax Antibody Libraries at least sufficient
                  for [*****] selections at no additional cost or expense to
                  CAT.

              


      

       

      
        	
                11.5

              	
                In
                  the event of any loss of the Dyax Antibody Library by CAT, Dyax
                  will
                  provide CAT with a new copy of the Dyax Materials as soon as possible
                  following such loss, provided that (i) CAT shall not be entitled
                  to
                  request such a new copy more than once in any one hundred and eighty
                  (180)
                  day period, and (ii) CAT shall reimburse Dyax for any reasonable
                  costs
                  incurred in connection with the production and delivery of such
                  Dyax
                  Materials.    On [*****], Dyax shall provide CAT with
                  all material updates and improvements made or controlled by Dyax
                  to the
                  Dyax Antibody Libraries, Dyax Materials and all related Dyax Know-How
                  ("Updates") at no additional cost to CAT and such
                  Updates shall thereafter be deemed to be included in the license
                  granted
                  to CAT under Clause 11.1.

              


      

       

      
        	
                11.6

              	
                At
                  CAT's request, Dyax shall provide on-site training to CAT in the
                  use of
                  the Dyax Antibody Libraries and Dyax Materials at mutually acceptable
                  times and locations.  Such training shall be provided by
                  [*****].  Such training shall be provided at no cost to CAT
                  other than Dyax's reasonable, out-of-pocket, invoiced and documented
                  travel, lodging and other similar expenses.  After such [*****]
                  of training, Dyax will provide additional training to CAT at mutually
                  acceptable times and locations at a cost of [*****] per employee
                  per day,
                  plus reimbursement for Dyax's reasonable, out-of-pocket, invoiced
                  and
                  documented travel, lodging and other similar
                  expenses

              


      

       

      
        	
                11.7

              	
                CAT
                  acknowledges that its rights with respect to the Dyax Patent Rights,
                  Dyax
                  Antibody Libraries, Dyax Materials or Dyax Know-How are limited
                  to those
                  expressly granted in this Clause 11 and Clause 2.  Each Party
                  agrees that, except as expressly set forth in this Agreement, no
                  other
                  rights or licenses, express or implied, are granted to any patents,
                  Patent
                  Rights,  inventions, trademarks, trade secrets or other
                  intellectual property, or to any materials, information, data or
                  know-how,
                  of the other Party.  Without in any way limiting the scope of
                  the foregoing, CAT also acknowledges and agrees
                  that:

              


      

       

    

    
      
         

      

      
        28

        
          

        

      

      
         

      

    

     

    
      
        	
                 

              	
                (a)

              	
                no
                  rights are granted to CAT by Dyax to use the Dyax Antibody Libraries,
                  Dyax
                  Materials or Dyax Know-How except for the purposes of carrying
                  out
                  research and development activities in relation to identifying
                  Dyax
                  Licensable Antibodies or potential CAT
                  Products;

              


      

       

      
        	
                 

              	
                (b)

              	
                the
                  use of the Dyax Antibody Libraries, Dyax Materials, or Dyax Know-How
                  are
                  solely for internal research and development purposes.  CAT
                  shall not transfer the Dyax Antibody Libraries, Dyax Materials,
                  or Dyax
                  Know-How to any Third Party and shall not perform services or enter
                  co-development lead discovery agreements with or on behalf of a
                  Third
                  Party under which any of the Dyax Antibody Libraries, Dyax Materials
                  or
                  Dyax Know-How are utilized;

              


      

       

      
        	
                 

              	
                (c)

              	
                Dyax
                  has previously licensed and will continue to license use of the
                  Dyax
                  Antibody Libraries to Third Parties and as such it may be possible
                  that
                  Third Parties may generate the same Antibodies as CAT and therefore
                  have
                  access and rights to the same, and nothing contained in this Agreement
                  shall be deemed to prohibit or restrict Dyax from continuing to
                  supply
                  Dyax Antibody Libraries to Third Parties, or serve as the basis
                  for any
                  claim of liability against Dyax as a result of such
                  activities;

              


      

       

      
        	
                 

              	
                (d)

              	
                Dyax
                  has used and will continue to use the Dyax Antibody Libraries and
                  Dyax
                  Patent Rights in connection with Dyax's own internal research and
                  development activities to discover Antibodies and as such it may
                  be
                  possible for Dyax to generate Antibodies or products that are the
                  same or
                  similar to Licensed Antibodies or Products developed by
                  CAT;

              


      

       

      
        	
                 

              	
                (e)

              	
                the
                  Dyax Materials that are provided by Dyax to CAT are to be used
                  for
                  research and development purposes only in accordance with Section
                  11.1;
                  and

              


      

      


      
        	
                 

              	
                (f)

              	
                Dyax
                  is and shall remain the owner of the Dyax Antibody Libraries, including
                  without limitation any improvements to the Dyax Antibody Library
                  that are
                  developed by CAT or its Affiliates as a result of exercising the
                  rights
                  granted pursuant to this Agreement ("Dyax Antibody Library
                  Improvements").  CAT shall execute and deliver to Dyax, without
                  charge, irrevocable assignments of its right, title and interest
                  in and to
                  any and all Dyax Antibody Library Improvements and any intellectual
                  property rights thereto to Dyax and shall take all other actions
                  as may
                  reasonably be requested by Dyax to vest in Dyax all right, title
                  and
                  interest in such Dyax Antibody Library Improvements and intellectual
                  property rights.  Dyax shall have the sole right to prepare,
                  file, prosecute, maintain and enforce patent applications and patents
                  arising therefrom claiming inventions made by Dyax or its employees
                  or
                  otherwise relating to the Dyax Antibody Libraries and Dyax Antibody
                  Library Improvements.  CAT shall have a licence to use any Dyax
                  Antibody Library Improvements on the same terms as set out in Clause
                  11.1
                  above and in Clause 12.2 below except that, in the case of the
                  licence
                  granted pursuant to Clause 12.2, such licence shall be
                  [*****].

              


      

      


      
        	
                11.8

              	
                CAT
                  shall indemnify the Dyax Indemnitees against any liability, damage,
                  loss
                  or expense (including attorneys fees and expenses of litigation)
                  incurred
                  by or imposed upon the Dyax Indemnitees or any one of them in connection
                  with any claims, suits, actions, demands or judgments by or in
                  favour of
                  any Third Party concerning any use by CAT of the Dyax Antibody
                  Library or
                  Dyax Materials.

              


      

       

    

    
      
         

      

      
        29

        
          

        

      

      
         

      

    

     

    
      12.           CAT
        Option for CAT Product Licences from Dyax

       

      
        	
                12.1

              	
                Number
                  of Options: In accordance with this Clause 12 Dyax grants to CAT and
                  its Affiliates an option to obtain [*****] CAT Product Licences
                  for CAT
                  Products.

              


      

       

      
        	
                12.2

              	
                If
                  CAT or its Affiliate wishes to develop and commercialise a CAT
                  Product to
                  a particular Target, CAT may at any time [*****], by written notice
                  to
                  Dyax ("CAT Target Option Notice") require that Dyax grant
                  CAT or its Affiliate a CAT Product Licence in relation to such
                  Target.  Provided that CAT has at least one option remaining
                  from its allocation set out in Clause 12.1 above, Dyax will be
                  deemed to
                  have granted to CAT or its Affiliate a non-exclusive, royalty bearing
                  license, with the right to sublicense under the Dyax Patent Rights
                  and
                  Dyax Know-How to research, develop and Exploit CAT Products against
                  such
                  Target in the Territory ("CAT Product
                  Licence").

              


      

       

      
        	
                12.3

              	
                CAT
                  or its Affiliate shall be entitled to sublicense its rights under
                  any CAT
                  Product Licence to one or more CAT Sublicensees.  Furthermore
                  each CAT Sublicensee may also sublicense to any Third Party and
                  so on
                  provided that in each case any sublicensee executes a written agreement
                  (a) which requires sublicensee to abide by the terms of the CAT
                  Product
                  Licence and which (b) is consistent with the terms of Clause 11
                  of this
                  Agreement, this Clause 12 and Clause 13 below.  CAT (and where
                  relevant each CAT Sublicensee) will be liable for any breach of
                  this
                  Agreement by a sublicense.

              


      

       

      
        	
                12.4

              	
                Commencing
                  with the first calendar year following the year in which CAT or
                  its
                  Affiliate has obtained rights under its first CAT Product Licence,
                  CAT
                  will provide to Dyax a brief summary of the status of all outstanding
                  CAT
                  Products with respect to which CAT has obtained rights under a
                  CAT Product
                  Licence ("CATStatus
                  Report").  CAT will prepare and provide to Dyax the CAT
                  Status Report on an annual basis by [*****] of each year, which
                  will
                  summarize the status of each CAT Product in the preceding calendar
                  year.

              


      

       

      
        	
                12.5

              	
                Unless
                  terminated under Clause 12.12, Clause 12.13 or Clause 12.14, each
                  CAT
                  Product Licence shall continue, on a country-by-country and CAT
                  Product-by-CAT Product basis until [*****] years after First Commercial
                  Sale of such CAT Product, after which period the licence will become
                  fully
                  paid up.

              


      

       

      
        	
                12.6

              	
                CAT
                  and each CAT Sublicensee (or its sublicensee) shall indemnify the
                  Dyax
                  Indemnitees against any liability, damage, loss or expense (including
                  attorneys fees and expenses of litigation) incurred by or imposed
                  upon the
                  Dyax Indemnitees or any one of them in connection with any claims,
                  suits,
                  actions, demands or judgments by or in favour of any Third Party
                  concerning any manufacture, use or sale of any CAT Product by CAT
                  or such
                  CAT Sublicensee (or its
                  sublicensee).

              


      

       

      
        	
                12.7

              	
                Dyax
                  shall not be liable to CAT or any CAT Sublicensee (or its sublicensee)
                  in
                  respect of any liability, loss, damage or expense (including attorneys
                  fees and expenses of litigation) incurred or suffered by CAT and
                  any CAT
                  Sublicensee (or its sublicensee) in connection with the manufacture,
                  use
                  or sale of any CAT Products by CAT or such CAT Sublicensee (or
                  its
                  sublicensee).

              


      

    

     

    
      
         

      

      
        30

        
          

        

      

      
         

      

    

     

    
      
        	
                12.8

              	
                No
                  warranty or representation is given by Dyax that the Dyax Patent
                  Rights
                  are, or will be, valid or that the exercise by CAT of the rights
                  granted
                  to CAT by Dyax under this Agreement will result in any Dyax Licensable
                  Antibodies or CAT Products or as a warranty or representation by
                  Dyax that
                  the exploitation of the Dyax Patent Rights, Dyax Antibody Libraries,
                  Dyax
                  Materials or Dyax Know-How any Licensable Antibodies or CAT Product
                  will
                  be free from infringement of patents of third
                  parties.  FURTHERMORE, DYAX DISCLAIMS ANY AND ALL WARRANTIES OF
                  ANY KIND WITH REGARD TO THE DYAX PATENT RIGHTS, DYAX ANTIBODY LIBRARIES,
                  DYAX MATERIALS AND DYAX KNOW-HOW, WHETHER EXPRESS OR IMPLIED, INCLUDING,
                  BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS
                  FOR A
                  PARTICULAR PURPOSE, ANY WARRANTIES ARISING FROM COURSE OF DEALING
                  OR USAGE
                  OF TRADE OR THE WARRANTY OF
                  NONINFRINGEMENT.

              


      

       

      
        	
                12.9

              	
                CAT
                  shall notify Dyax promptly of any proceedings or applications for
                  revocation of any of the Dyax Patent Rights emanating from a Third
                  Party
                  that comes to its notice or if a Third Party takes or threatens
                  to take
                  any proceedings for infringement of any patents of that Third Party
                  by
                  reason of CAT's use or operation of the Dyax Patent Rights or manufacture,
                  use or sale of the CAT Products.  CAT shall notify
                  Dyax  promptly of any infringement of the Dyax Patent Rights by
                  a Third Party which may come to its attention during the term of
                  the CAT
                  Product Licence, except CAT shall have no obligation to so notify
                  Dyax
                  with respect to any infringement by an academic or not-for-profit
                  entity
                  which occurs by reason of such entity carrying out research activities
                  provided such activities are, as far as CAT is aware, not being
                  carried
                  out with a view to commercialising a product or otherwise for
                  profit.

              


      

       

      
        	
                12.10

              	
                Dyax
                  shall have the sole right and responsibility, at its sole discretion
                  and
                  cost and with reasonable assistance from CAT, to file, prosecute
                  and
                  maintain the Dyax Patent Rights and for the conduct of any lawsuits,
                  claims or proceedings challenging the validity or enforceability
                  thereof
                  including, without limitation, any interference or opposition proceeding
                  relating thereto in all countries.  For the avoidance of doubt,
                  CAT and CAT Sublicensee (or its sublicensee) will have the right
                  to
                  conduct any proceedings relating to a CAT Product including any
                  proceedings relating to product
                  liability.

              


      

       

      
        	
                12.11

              	
                CAT
                  and any CAT Sublicensee (or its sublicensee) may assign the benefit
                  and/or
                  burden of any CAT Product Licence to any Affiliate or Third Party,
                  provided that such Affiliate or Third Party undertakes to Dyax
                  to be bound
                  by the terms of the CAT Product
                  Licence.

              


      

       

      
        	
                12.12

              	
                Dyax
                  shall have the right to terminate any CAT Product Licence in the
                  event CAT
                  or a CAT Sublicensee (or its sublicensee) directly or indirectly
                  opposes
                  or assists any Third Party to oppose the grant of letters patent
                  or any
                  patent application within the Dyax Patent Rights, or disputes or
                  directly
                  or indirectly assists any Third Party to dispute the validity of
                  any
                  patent within the Dyax Patent Rights or any of the claims
                  thereof.

              


      

       

    

    
      
         

      

      
        31

        
          

        

      

      
         

      

    

     

    
      
        	
                12.13

              	
                In
                  the event that either Party commits a material breach of any of
                  its
                  obligations with respect to a CAT Product Licence, and such Party
                  fails to
                  remedy that breach within [*****] after receiving written notice
                  thereof
                  from the other Party, that other Party may immediately terminate
                  the CAT
                  Product Licence upon written notice to the breaching
                  Party.

              


      

       

      
        	
                12.14

              	
                Either
                  Party may terminate a CAT Product Licence in its entirety by giving
                  notice
                  in writing to the other Party if any one or more of the following
                  events
                  happens:

              


      

       

      
        	
                 

              	
                (a)

              	
                the
                  other Party has any distress or execution levied on the major portion
                  of
                  its assets (as determined by its balance sheet in accordance with
                  GAAP)
                  which is not paid out within [*****] days of its being
                  levied;

              


      

       

      
        	
                 

              	
                (b)

              	
                the
                  other Party calls a meeting for the purpose of passing a resolution
                  to
                  wind it up, or such a resolution is passed, or the other Party
                  presents,
                  or has presented, a petition for a winding up order, or presents,
                  or has
                  presented, a petition to appoint an administrator, or has an
                  administrative receiver, or receiver, liquidator or other insolvency
                  practitioner appointed over all or any substantial part of its
                  business,
                  undertaking, property or assets;

              


      

       

      
        	
                 

              	
                (c)

              	
                the
                  other Party stops or suspends making payments (whether of principal
                  or
                  interest) with respect to substantially all of its debts or announces
                  an
                  intention to do so or the other Party suspends or ceases to carry
                  on its
                  business;

              


      

       

      
        	
                 

              	
                (d)

              	
                a
                  secured lender to the other Party holding a security interest over
                  the
                  major portion of the tangible assets (as determined by its balance
                  sheet
                  in accordance with GAAP) of such other Party takes any steps to
                  obtain
                  possession of the property on which it has security or otherwise
                  to
                  enforce its security; or

              


      

       

      
        	
                 

              	
                (e)

              	
                the
                  other Party suffers or undergoes any procedure analogous to any
                  of those
                  specified in Clause 12.14(a) - (d) above or any other procedure
                  available
                  in the country in which the other Party is constituted, established
                  or
                  domiciled against or to an insolvent debtor or available to the
                  creditors
                  of such a debtor.

              


      

       

      13.           Sums
        Payable by CAT

       

      
        	
                13.1

              	
                CAT
                  will have no obligation whatsoever to make any payments to Dyax
                  for the
                  rights granted to CAT under Clause 2 above including by way of
                  royalty,
                  milestone, payment of maintenance
                  fee.

              


      

       

      
        	
                13.2

              	
                Without
                  prejudice to Clause 13.1 above, Dyax agrees that CAT will have
                  no
                  obligations whatsoever to make any payments (whether by way of
                  royalty,
                  milestone or otherwise) to Dyax for any reason in relation to the
                  sums CAT
                  may have received or will receive in respect of the D2E7 product
                  developed
                  by CAT under the Abbott Agreement or any agreement which replaces
                  or
                  amends the Abbott Agreement in the future.  Dyax, on behalf of
                  itself and its assigns and successors (each a "Dyax
                  Entity"), hereby releases and forever discharges CAT, its
                  Affiliates, assignees, successors and licensees and predecessors
                  and any
                  directors and officers of the foregoing (each a "CAT
                  Entity") from any and all actions, courses of action, claims,
                  demands, damages and expenses and any other thing in law, equity
                  or
                  otherwise whether now known or unknown or which have ever existed,
                  now
                  exist or which may exist in the future which any Dyax Entity may
                  have
                  against any CAT Entity arising out of or relating to any agreements,
                  events or conduct relating to the D2E7 product developed by CAT
                  under the
                  Abbott Agreement.

              


      

       

    

    
      
         

      

      
        32

        
          

        

      

      
         

      

    

     

    
      
        	
                13.3

              	
                CAT
                  will pay to Dyax a royalty of [*****] on Net Sales of CAT Products
                  by CAT,
                  its Affiliates or a CAT Sublicensee (or its sublicensees).  All
                  royalties due to Dyax under this Clause 13.3 shall be payable on
                  a country
                  by country basis for [*****] years from the date of First Commercial
                  Sale
                  of such CAT Product.

              


      

       

      
        	
                13.4

              	
                CAT
                  shall make the payments due to Dyax under this Clause 13 in United
                  States
                  dollars (if CAT in turn receives payment in dollars) or in pounds
                  sterling
                  (if CAT in turn receives payment in pound sterling), or Euros (if
                  CAT in
                  turn receives payment in Euros).  Where CAT receives payment in
                  a currency other than United States dollars, pounds sterling or
                  Euros, CAT
                  will convert the relevant sum into pounds sterling (or Euros if
                  Euros have
                  replaced pounds sterling at the time of payment).  CAT will use
                  the conversion rate reported in the Financial Times [*****] Business
                  Days
                  before the day on which CAT pays Dyax.  Such payment will be
                  made without deduction of exchange, collection or other
                  charges.  All payments will be made at Quarterly
                  intervals.  Within [*****] days of the end of each Quarter after
                  the First Commercial Sale of each CAT Product, in any country,
                  CAT shall
                  prepare a statement which shall show on a country-by-country basis
                  for the
                  previous Quarter Net Sales of each CAT Product, by CAT or its Affiliates
                  and all monies due to Dyax based on such Net Sales.  That
                  statement shall include details of Net Sales broken down to show
                  the
                  country of the sales and the total Net Sales by CAT or its Affiliates
                  in
                  such country and shall be submitted to Dyax within such [*****]
                  day period
                  together with remittance of the monies due.  With respect to Net
                  Sales of a Product, by a CAT Sublicensee (or its sublicensee) CAT
                  shall
                  prepare a statement which will include the same information and
                  remit that
                  statement and any monies due within the same
                  period.

              


      

       

      
        	
                13.5

              	
                All
                  payments shall be made free and clear of and without deduction
                  or
                  deferment in respect of any disputes or claims whatsoever and/or
                  as far as
                  is legally possible in respect of any taxes imposed by or under
                  the
                  authority of any government or public authority.  Any tax (other
                  than VAT) which CAT is required to pay or withhold with respect
                  of the
                  payments to be made to Dyax hereunder shall be deducted from the
                  amount
                  otherwise due provided that, in regard to any such deduction, CAT
                  shall
                  give Dyax such assistance, which shall include the provision of
                  such
                  documentation as may be required by any revenue authority and other
                  revenue services, as may reasonably be necessary to enable Dyax
                  to claim
                  exemption therefrom or obtain a repayment thereof or a reduction
                  thereof
                  and shall upon request provide such additional documentation from
                  time to
                  time as is needed to confirm the payment of tax.  If by law,
                  regulation or fiscal policy of a particular country, a remittance
                  of
                  royalties in the currency stipulated in Clause 13.5 above, as the
                  case may
                  be, is restricted or forbidden, notice thereof will be promptly
                  given to
                  Dyax, and payment of the royalty shall be made by the deposit thereof
                  in
                  local currency to the credit of Dyax in a recognized banking institution
                  designated by Dyax or its Affiliates.  When in any country a law
                  or regulation that prohibits both the transmittal and deposit of
                  such
                  payments ceases to be in effect, all royalties that CAT would have
                  been
                  under obligation to transmit or deposit but for the prohibition,
                  shall
                  forthwith be deposited or transmitted promptly to the extent
                  allowable.

              


      

       

    

    
      
         

      

      
        33

        
          

        

      

      
         

      

    

     

    
      
        	
                13.6

              	
                CAT
                  shall keep and shall procure that its Affiliates and CAT Sublicensees
                  keep
                  true and accurate records and books of account containing all data
                  necessary for the calculation of the amounts payable by it to Dyax
                  pursuant to this Agreement.  Those records and books of account
                  shall be kept for [*****] years following the end of the Year to
                  which
                  they relate.  Upon Dyax's written request, a firm of accountants
                  appointed by agreement between the Parties or, failing such agreement
                  within [*****] Business Days of the initiation of discussions between
                  them
                  on this point Dyax shall have the right to cause an international
                  firm of
                  independent certified public accountants that has not performed
                  auditing
                  or other services for either Party or their Affiliates (or, if
                  applicable,
                  any CAT Sublicensee with rights to the CAT Product in question)
                  acceptable
                  to CAT or the CAT Sublicensee such acceptance not to be unreasonably
                  withheld to inspect such records and books of account.  In
                  particular such firm:

              


      

       

      
        	
              	
                13.6.1

              	
                shall
                  be given access to and shall be permitted to examine and copy such
                  books
                  and records of CAT and its Affiliates and CAT Sublicensees upon
                  [*****]
                  Business Days notice having been given by Dyax and at all reasonable
                  times
                  on Business Days for the purpose of certifying that the Net Sales
                  or other
                  relevant sums calculated by CAT and its Affiliates and CAT Sublicensees
                  during any Year were reasonably calculated, true and accurate or,
                  if this
                  is not their opinion, certify the Net Sales figure or other relevant
                  sums
                  for such period which in their judgment is true and
                  correct;

              


      

       

      
        	
              	
                13.6.2

              	
                prior
                  to any such examination taking place, such firm of accountants
                  shall
                  undertake to CAT that they shall keep all information and data
                  contained
                  in such books and records, strictly confidential and shall not
                  disclose
                  such information or copies of such books and records to any third
                  person
                  including Dyax, but shall only use the same for the purpose of
                  calculations which they need to perform in order to issue the certificate
                  to which this Clause envisages;

              


      

       

      
        	
              	
                13.6.3

              	
                any
                  such access examination and certification shall occur no more than
                  once
                  per Year and will not go back over records more than [*****] years
                  old;

              


      

       

      
        	
              	
                13.6.4

              	
                CAT
                  and its Affiliates and CAT Sublicensee shall make available personnel
                  to
                  answer queries on all books and records required for the purpose
                  of that
                  certification; and

              


      

       

      
        	
              	
                13.6.5

              	
                the
                  cost of the accountant shall be the responsibility of CAT if the
                  certification shows it to have underpaid monies to Dyax by more
                  than
                  [*****] and the responsibility of Dyax
                  otherwise.

              


      

       

      
        	
                13.7

              	
                All
                  payments due to Dyax under the terms of this Agreement are expressed
                  to be
                  exclusive of value added tax (VAT) howsoever arising.  If Dyax
                  is required to charge VAT on any such payment, Dyax will notify
                  CAT.  CAT will then use all commercially reasonable endeavours
                  to obtain a VAT registration as soon as reasonably possible in
                  order to
                  allow it to reclaim any VAT so chargeable.  If CAT does obtain a
                  VAT registration then VAT will be added to any relevant payment
                  at the
                  applicable rate.  If having used all commercially reasonable
                  endeavours CAT is not able to reclaim the VAT (in whole or in part)
                  the
                  parties agree that the amount of any VAT payable will be shared
                  between
                  them equally.

              


      

       

      
        
           

        

        
          34

          
            

          

        

        
           

        

      

    

     

    
      
        	
                13.8

              	
                All
                  payments made to Dyax under this Agreement shall be made to the
                  bank
                  account of Dyax as notified by Dyax to CAT from time to
                  time.

              


      

       

      
        	
                13.9

              	
                If
                  CAT fails to make any payment to Dyax hereunder on the due date
                  for
                  payment, without prejudice to any other right or remedy available
                  to Dyax
                  it shall be entitled to charge  CAT interest (both before and
                  after judgment) of the amount unpaid at the annual rate of LIBOR
                  (London
                  Interbank Offering Rate) plus [*****] calculated on a daily basis
                  until
                  payment in full is made without prejudice to Dyax's right to receive
                  payment on the due date.

              


      

       

      14.           Representations
        and Warranties

       

      
        	
                14.1

              	
                Each
                  Party represents, warrants, undertakes and agrees for the benefit
                  of the
                  other Party that:

              


      

       

      
        	
              	
                14.1.1

              	
                it
                  has full power to enter into and perform this
                  Agreement;

              


      

       

      
        	
              	
                14.1.2

              	
                so
                  far as it is aware the execution and delivery of this Agreement
                  and the
                  performance of and compliance with its terms and provisions will
                  not:

              


      

       

      
        	
                 

              	
                (a)

              	
                conflict
                  with or result in a breach of, or constitute a default under, any
                  agreement or instrument to which it is a party or by which it is
                  bound or
                  with its memorandum and articles of
                  association;

              


      

       

      
        	
                 

              	
                (b)

              	
                conflict
                  with or result in a breach of any law, regulation or order of any
                  court;

              


      

       

      
        	
                14.2

              	
                CAT
                  represents, warrants and undertakes for the benefit of Dyax as
                  at 3
                  January 2003:

              


      

       

      
        	
              	
                14.2.1

              	
                CAT
                  has provided to Dyax a complete and accurate description of CAT's
                  Gatekeeping Procedure;

              


      

       

      
        	
              	
                14.2.2

              	
                CAT
                  will keep the agreement between it and the Medical Research Council
                  dated
                  7 January 1997 in force;

              


      

       

      
        	
              	
                14.2.3

              	
                the
                  patents and applications listed in Schedule 1 are all the Patent
                  Rights relating to the technology of Antibody phage display owned
                  or
                  controlled by CAT (including Patent Rights sublicensed by CAT from
                  the
                  Medical Research Council), except as specifically excluded in this
                  Agreement.  If CAT has inadvertently excluded any such Patent
                  Right from Schedule 1, such omission shall not be considered a
                  breach of this representation and warranty but rather any missing
                  Patent
                  Right shall be deemed to be so included in Schedule
                  1;

              


      

       

      
        	
                14.3

              	
                Dyax
                  represents, warrants and undertakes for the benefit of CAT
                  that:

              


      

       

      
        
           

        

        
          35

          
            

          

        

        
           

        

      

    

     

    
      
        	
              	
                14.3.1

              	
                  as
                  at 31 December 1997 it possessed the exclusive right, title and
                  interest
                  in and to the Dyax Patent Rights and that it had the full legal
                  right and
                  power to enter into the obligations and grant the rights and licences
                  set
                  forth in this Agreement;

              


      

       

      
        	
              	
                14.3.2

              	
                as
                  at the date of this Agreement the patents and applications listed
                  in
                  Schedule 5 are all the Patent Rights relating to the technology
                  of
                  creating and using the Dyax Antibody Library owned or controlled
                  by Dyax,
                  except as specifically excluded in this Agreement.  If Dyax has
                  inadvertently excluded any such Patent Right from Schedule 5, such
                  omission shall not be considered a breach of this representation
                  and
                  warranty but rather any missing Patent Right shall be deemed to
                  be so
                  included in Schedule 5; and

              


      

       

      
        	
              	
                14.3.3

              	
                as
                  at the date of this Agreement neither Dyax nor any Dyax Affiliate
                  has
                  received any written notice or other communication from a Third
                  Party
                  alleging that the practice of the Dyax Patent Rights infringes
                  the rights
                  of such Third Party.

              


      

       

      
        	
                14.4

              	
                Nothing
                  in this Agreement shall be construed
                  as:

              


      

       

      
        	
              	
                14.4.1

              	
                a
                  warranty or representation by Dyax or CAT as to the validity or
                  scope of
                  any patent included within any Patent Rights licensed pursuant
                  to this
                  Agreement.

              


      

       

      
        	
              	
                14.4.2

              	
                a
                  warranty or representation that the exploitation of any Patent
                  Rights or
                  the manufacture, use or sale of a Licensed Intermediate or a Licensed
                  Products or a Product, or Other Product  is or will be free from
                  infringement of patents of Third
                  Parties;

              


      

       

      
        	
              	
                14.4.3

              	
                an
                  obligation of either Party to bring or prosecute actions or suits
                  against
                  Third Parties for infringement;

              


      

       

      
        	
              	
                14.4.4

              	
                an
                  obligation of CAT or Dyax to maintain any patent or to continue
                  to
                  prosecute any patent application included within the Patent Rights
                  licensed pursuant to this Agreement in any
                  country;

              


      

       

      
        	
              	
                14.4.5

              	
                creating
                  any agency, partnership, joint venture or similar relationship
                  between CAT
                  and Dyax ; or

              


      

       

      
        	
              	
                14.4.6

              	
                conferring
                  by implication, estoppel or otherwise any license, immunity or
                  right under
                  any patent of Dyax or CAT other than those specified in the Dyax
                  Patent
                  Rights or the CAT Antibody Phage Display Patent
                  Rights.

              


      

       

      15.           Duration
        and Termination 

       

      
        	
                15.1

              	
                The
                  options granted by CAT in Clause 3 will continue until (a) 31 December
                  2017; or (b) the termination of this Agreement in accordance with
                  Clause
                  15.3 below.

              


      

       

      
        	
                15.2

              	
                The
                  term of this Agreement shall commence upon the Restatement Date
                  save for
                  those provisions which are expressed to have an effect from the
                  Commencement Date (in which case the relevant term will be deemed
                  to have
                  commenced as of the Commencement Date and be subject to the remaining
                  terms of this Agreement) and shall terminate upon (a) the last-to-expire
                  of claims of an issued and unexpired patent within the CAT Antibody
                  Phage
                  Display Patents or the Dyax Patent Rights (as the case may be)
                  (which has
                  not been held permanently revoked, unenforceable or invalid by
                  a decision
                  of a court or other governmental agency of competent jurisdiction
                  unappealed within the time allowed for appeal, and which has not
                  been
                  admitted to be invalid or unenforceable through reissue or disclaimer
                  or
                  otherwise) or (b) the date upon which no payments are due to CAT
                  under
                  Clause 8 of this Agreement and no payments are due to Dyax under
                  Clause 13
                  of this Agreement, whichever event occurs
                  last.

              


      

       

      
        
           

        

        
          36

          
            

          

        

        
           

        

      

    

     

    
      
        	
                15.3

              	
                Either
                  Party may terminate this Agreement in its entirety by giving notice
                  in
                  writing to the other Party if any one or more of the following
                  events
                  happens:

              


      

       

      
        	
                 

              	
                (a)

              	
                the
                  other Party commits a material breach of any of its obligations
                  under this
                  Agreement which is incapable of
                  remedy;

              


      

       

      
        	
                 

              	
                (b)

              	
                the
                  other Party fails to remedy, where it is capable of remedy, or
                  persists in
                  any breach of any of its obligations under this Agreement after
                  having
                  been required in writing to remedy or desist from such breach within
                  a
                  period of ninety (90) days;

              


      

       

      
        	
                 

              	
                (c)

              	
                the
                  other Party has any distress or execution levied on the major portion
                  of
                  its assets (as determined by its balance sheet in accordance with
                  GAAP)
                  which is not paid out within thirty (30) days of its being
                  levied;

              


      

       

      
        	
                 

              	
                (d)

              	
                the
                  other Party calls a meeting for the purpose of passing a resolution
                  to
                  wind it up, or such a resolution is passed, or the other Party
                  presents,
                  or has presented, a petition for a winding up order, or presents,
                  or has
                  presented, a petition to appoint an administrator, or has an
                  administrative receiver, or receiver, liquidator or other insolvency
                  practitioner appointed over all or any substantial part of its
                  business,
                  undertaking, property or assets;

              


      

       

      
        	
                 

              	
                (e)

              	
                the
                  other Party stops or suspends making payments (whether of principal
                  or
                  interest) with respect to substantially all of its debts or announces
                  an
                  intention to do so or the other Party suspends or ceases to carry
                  on its
                  business;

              


      

       

      
        	
                 

              	
                (f)

              	
                a
                  secured lender to the other Party holding a security interest over
                  the
                  major portion of the tangible assets (as determined by its balance
                  sheet
                  in accordance with GAAP) of such other Party takes any steps to
                  obtain
                  possession of the property on which it has security or otherwise
                  to
                  enforce its security;

              


      

       

      
        	
                 

              	
                (g)

              	
                the
                  other Party suffers or undergoes any procedure analogous to any
                  of those
                  specified in Clause 15.3(c) - (f) above or any other procedure
                  available
                  in the country in which the other Party is constituted, established
                  or
                  domiciled against or to an insolvent debtor or available to the
                  creditors
                  of such a debtor;

              


      

       

    

    
      
         

      

      
        37

        
          

        

      

      
         

      

    

     

    
      
        	
                15.4

              	
                Upon
                  termination of this Agreement for any reason
                  whatsoever:

              


      

       

      
        	
                 

              	
                (a)

              	
                the
                  relationship of the Parties hereunder shall cease save as (and
                  to the
                  extent) expressly provided for in this Clause
                  15.4;

              


      

       

      
        	
                 

              	
                (b)

              	
                any
                  unexercised options for Dyax Product Licences granted to Dyax under
                  this
                  Agreement shall terminate;

              


      

       

      
        	
                 

              	
                (c)

              	
                any
                  unexercised options for CAT Product Licences granted to CAT under
                  this
                  Agreement shall terminate;

              


      

       

      
        	
                 

              	
                (d)

              	
                any
                  Dyax Product Licence granted to Dyax before the date of termination
                  shall
                  continue and the Parties will continue to be bound by the terms
                  of this
                  Agreement in relation to any such Dyax Product
                  Licences;

              


      

       

      
        	
                 

              	
                (e)

              	
                any
                  CAT Product Licence granted to CAT before the date of termination
                  shall
                  continue and the Parties will continue to be bound by the terms
                  of this
                  Agreement in relation to any such CAT Product
                  Licences;

              


      

       

      
        	
                 

              	
                (f)

              	
                the
                  licence granted to Dyax for Other Purposes shall continue with
                  respect to
                  any Other Products commercialised prior to the date of termination
                  of this
                  Agreement and the Parties will continue to be bound by the terms
                  of this
                  Agreement in relation to any such Other
                  Product;

              


      

       

      
        	
                 

              	
                (g)

              	
                any
                  sublicences granted by Dyax in accordance with the terms of this
                  Agreement
                  will continue in force provided that such sublicensees are not in breach
                  of the relevant sublicence and that each sublicensee agrees to
                  enter into
                  a direct agreement with CAT upon the terms of this
                  Agreement;

              


      

       

      
        	
                 

              	
                (h)

              	
                the
                  Parties acknowledge and agree that Dyax Sublicensees, as well as
                  sublicensees of the foregoing to the extent permitted under this
                  Agreement, each derive independent and significant value from the
                  agreements set forth herein and may rely thereon and to that extent
                  only
                  shall each have the right to enforce the provisions of Clause 15.4
                  (g) of
                  this Agreement and be a third party beneficiary for that purpose
                  only;

              


      

       

      
        	
                 

              	
                (i)

              	
                Dyax
                  shall immediately return or procure to be returned to CAT at such
                  place as
                  it directs and at the expense of Dyax (or if CAT so requires by
                  notice to
                  Dyax in writing, destroy) all CAT Know-How together with all copies
                  of
                  such CAT Know-How in its possession or under its
                  control;

              


      

       

      
        	
                 

              	
                (j)

              	
                CAT
                  shall immediately return or procure to be returned to Dyax at such
                  place
                  as it directs and at the expense of CAT (or if Dyax so requires
                  by notice
                  to CAT in writing, destroy) all Dyax Antibody Libraries, Dyax Materials
                  and Dyax Know-How together with all copies, where applicable, in
                  its
                  possession or under its control;

              


      

       

    

    
      
         

      

      
        38

        
          

        

      

      
         

      

    

     

    
      
        	
                 

              	
                (k)

              	
                the
                  rights of any Commercial Party shall not be affected by the termination
                  or
                  expiration of this Agreement provided that the Commercial Party
                  continues
                  to perform the obligations of CAT pursuant to Clause 2.  CAT's
                  rights and obligations, with respect to Licensed Products developed
                  using
                  the Dyax Base Phage Display Patent Rights, or developed as a result
                  of
                  Licensed Intermediates, during the term of this Agreement will
                  survive
                  termination or expiration of this
                  Agreement;

              


      

       

      
        	
                 

              	
                (l)

              	
                any
                  sublicences granted by CAT with respect to the rights granted to
                  CAT under
                  Clause 2 of this Agreement will continue in force provided that
                  such
                  sublicensees are not in breach of the relevant sublicence and that
                  each
                  sublicensee agrees to enter into a direct agreement with Dyax upon
                  the
                  terms of this Agreement;

              


      

       

      
        	
                 

              	
                (m)

              	
                the
                  Parties acknowledge and agree that CAT sublicensees each derive
                  independent and significant value from the agreements set forth
                  herein and
                  may rely thereon and to that extent only shall each have the right
                  to
                  enforce the provisions of Clause 15.4 (l) of this Agreement and
                  be a third
                  party beneficiary for that purpose
                  only;

              


      

       

      16.           Confidentiality
        and Publicity

       

      
        	
                16.1

              	
                With
                  respect to any confidential information received from the other
                  Party
                  ("Confidential Information"), each Party undertakes and
                  agrees to:

              


      

       

      
        	
              	
                16.1.1

              	
                only
                  use the Confidential Information for the purposes envisaged under
                  this
                  Agreement and not to use the same for any other purpose
                  whatsoever;

              


      

       

      
        	
              	
                16.1.2

              	
                ensure
                  that only those of its officers and employees who are directly
                  concerned
                  with the carrying of this Agreement have access to the Confidential
                  Information on a strictly "need to know" basis and are informed
                  of the
                  secret and confidential nature of
                  it;

              


      

       

      
        	
              	
                16.1.3

              	
                keep
                  the Confidential Information secret, confidential, safe and secure
                  and
                  shall not directly or indirectly disclose or permit to be disclosed
                  the
                  same to any Third Party, including any consultants or other advisors,
                  without the prior written consent of the disclosing party except
                  to the
                  extent disclosure is necessary in connection with its use as envisaged
                  under this Agreement;

              


      

       

      
        	
              	
                16.1.4

              	
                ensure
                  that the Confidential Information will not be covered by any lien
                  or other
                  encumbrance in any way; and

              


      

       

      
        	
              	
                16.1.5

              	
                not
                  copy, reproduce or otherwise replicate for any purpose or in any
                  manner
                  whatsoever any documents containing the Confidential Information
                  except to
                  the extent necessary in connection with its use as envisaged under
                  this
                  Agreement.

              


      

       

      
        
           

        

        
          39

          
            

          

        

        
           

        

      

    

     

    
      
        	
                16.2

              	
                The
                  obligations referred to in Clause 16.1 above shall not extend to
                  any
                  Confidential Information which:

              


      

       

      
        	
              	
                16.2.1

              	
                is
                  or becomes generally available to the public otherwise than be
                  reason of
                  breach by a recipient Party of the provision of Clause
                  16.1;

              


      

       

      
        	
              	
                16.2.2

              	
                is
                  known to the recipient Party and is at its free disposal (having
                  been
                  generated independently by the recipient Party or a Third Party
                  in
                  circumstances where it has not been derived directly or indirectly
                  from
                  the disclosing Party's Confidential Information prior to its receipt
                  from
                  the disclosing Party), provided that evidence of such knowledge
                  is
                  furnished by the recipient Party to the disclosing Party within
                  twenty
                  eight (28) days of recipient of that Confidential
                  Information;

              


      

       

      
        	
              	
                16.2.3

              	
                is
                  subsequently disclosed to the recipient Party without obligations
                  of
                  confidence by a Third Party owing no such obligations to the disclosing
                  Party in respect of that Confidential
                  Information;

              


      

       

      
        	
              	
                16.2.4

              	
                is
                  required by law to be disclosed (including as part of any regulatory
                  submission or approval process) and then only when prompt written
                  notice
                  of this requirement has been given to the disclosing Party so that
                  it may,
                  if so advised, seek appropriate relief to prevent such disclosure,
                  provided always that in such circumstances such disclosure shall
                  be only
                  to the extent so required and shall be subject to prior consultation
                  with
                  the disclosing Party with a view to agreeing on the timing and
                  content of
                  such disclosure.

              


      

       

      
        	
                16.3

              	
                No
                  public announcement or other disclosures to Third Parties concerning
                  the
                  terms of this Agreement shall be made, whether directly or indirectly,
                  by
                  any Party to this Agreement (except confidential disclosures to
                  professional advisors) without first obtaining the approval of
                  the other
                  Party and agreement upon the nature and text of such announcement
                  or
                  disclosure provided that:

              


      

       

      
        	
              	
                16.3.1

              	
                a
                  Party may disclose those terms which it is required by regulation
                  or law
                  to disclose, provided that it takes advantage of all provisions
                  to keep
                  confidential as many terms of this Agreement as possible;
                  and

              


      

       

      
        	
              	
                16.3.2

              	
                the
                  Party desiring to make any such public announcement or other disclosure
                  shall inform the other Party of the proposed announcement or disclosure
                  in
                  reasonably sufficient time prior to public release, and shall provide
                  the
                  other Party with a written copy thereof, in order to allow such
                  Party to
                  comment upon such announcement or disclosure in reasonably sufficient
                  time
                  prior to public release, and shall provide the other Party with
                  a written
                  copy thereof, in order to allow such Party to comment upon such
                  announcement or disclosure.  Each Party agrees that it shall
                  cooperate fully with the other with respect to all disclosures
                  regarding
                  this Agreement to the US Securities Exchange Commission, the UK
                  Stock
                  Exchange and any other comparable body including requests for confidential
                  information or proprietary information of either party included
                  in any
                  such disclosure.  The Parties agree that each shall be entitled
                  from time to time to include the name of other within a list of
                  licensees
                  under the respective Patent Rights in a public
                  announcement.

              


      

       

      
        
           

        

        
          40

          
            

          

        

        
           

        

      

    

     

    
      17.           Governing
        Law and Jurisdiction

       

      
        	
                17.1

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

              


      

       

      
        	
                17.2

              	
                Any
                  dispute, controversy or claim arising under, out of or relating
                  to this
                  agreement and any subsequent amendments of this contract, 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 World Intellectual Property
                  Organization Arbitration Rules. The arbitral tribunal shall consist
                  of
                  three arbitrators. The place of arbitration shall be Boston, Massachusetts
                  if the arbitration is initiated by CAT, and it shall be London,
                  England if
                  the arbitration is initiated by Dyax.  The language to be used
                  in the arbitral proceedings shall be English.  The dispute,
                  controversy or claim shall be decided in accordance with the law
                  of the
                  Commonwealth of Massachusetts,
                  U.S.A.

              


      

       

      18.           Assignment 

       

      
        	
                18.1

              	
                Subject
                  to Clause 6.9, this Agreement may not be assigned by either Party
                  without
                  the prior written consent of the other Party, except that either
                  Party may
                  assign the Agreement to any of its Affiliates or either Party may
                  assign
                  this Agreement to a successor in connection with the merger, consolidation
                  or sale of all or substantially all of its assets or the portion
                  of its
                  business pertaining to the subject matter of this Agreement with
                  prompt
                  notice to the other Party of such assignment.  This Agreement
                  shall inure for the benefit of and be binding on the Parties and
                  their
                  respective lawful successors and
                  assignees.

              


      

       

      19.           Miscellaneous

       

      
        	
                19.1

              	
                Acknowledgement
                  Regarding Royalties.  Dyax and CAT each acknowledge and
                  agree that the amount of royalties due from one Party to the other
                  under
                  this Agreement and the duration of such royalty payments have been
                  chosen
                  for the convenience of the Parties as payment for use of the other
                  Party's
                  proprietary technology to identify, generate, develop, produce
                  or optimize
                  Antibodies Products and CAT Products including
                  in the case of patented technology, for use thereof during the
                  life of
                  such patents.

              


      

       

      
        	
                19.2

              	
                Notices
                  - All notices, requests, demands and other communications 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, recognized international overnight courier,
                  confirmed
                  facsimile transmission, or registered or certified mail, return
                  receipt
                  requested, postage prepaid to the following addresses or facsimile
                  numbers:

              


      

       

    

    
      
         

      

      
        41

        
          

        

      

      
         

      

    

     

    
      
        	
                If
                  to Dyax:

              	
                If
                  to CAT:

              
	
                Dyax
                  Corp.

              	
                Cambridge
                  Antibody Technology Limited

              
	
                300
                  Technology Square

              	
                Milstein
                  Building,

              
	
                Cambridge,
                  MA 02139

              	
                Granta
                  Park, Cambs, CB21 6GH

              
	
                USA

              	
                UK

              
	
                Attention:  Corporate
                  Counsel

              	
                Attention:  Company
                  Secretary

              
	
                Facsimile:
                  (617) 225 2501

              	
                Facsimile:  01223
                  471472

              


      

    

     

    
      
        	
                19.3

              	
                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.

              


      

       

      
        	
                19.4

              	
                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 a
                  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.

              


      

       

      
        	
                19.5

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

              


      

       

      
        	
                19.6

              	
                Entire
                  Agreement - This Agreement, together with (i) [*****], (ii) [*****]
                  and (iii) [*****], 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.  [*****].

              


      

       

    

    
      
         

      

      
        42

        
          

        

      

      
         

      

    

     

    
      IN
        WITNESS OF THE ABOVE the Parties have signed this Agreement on the date
        written at the head of this Agreement.

       

      
        	
                SIGNED
                  by

              	
                 

              	 
	Adrian
                Kemp	
                )

              	 
	General
                Counsel	
                )

              	
                /s/
                  Adrian
                  Kemp                          
                  

              
	
                for
                  and on behalf of

              	
                )

              	
                Authorised
                  Signatory

              
	
                CAMBRIDGE
                  ANTIBODY

              	
                )

              	 
	
                TECHNOLOGY
                  LIMITED

              	
                )

              	 
	 	 	 
	 	 	 
	
                SIGNED
                  by

              	
                )

              	 
	
                Ivana
                  Magovcevic-Liebisch

                General
                  Counsel and

                Executive
                  Vice President of Administration

              	
                )

                )

                )

              	/s/
                Ivana
                Magovcevic-Liebisch              
                
	
                for
                  and on behalf of

              	
                )

              	
                
                  Authorised
                    Signatory

                

              
	
                
                  DYAX
                    CORP.

                

              	)	
                 

              
	
                 

              	
                )

              	 
	 	
                )

              	 
	 	 	 


      

    

     

    
      
         

      

      
        43

        
          

        

      

      
         

      

    

     

    
      Schedule
        1

      Antibody
        Phage Display Patents

       

      
        
          	
                  Family
                    1 (includes PCT/GB89/01344)

                
	
                  Patent
                    or Publication No.

                	
                  Title

                
	
                  AU
                    634186 B2

                	
                  Single
                    domain ligands, receptors comprising said ligands, methods for
                    their
                    production and use of said ligands and receptors

                
	
                  CA
                    2002868 C

                	
                  Single
                    domain ligands, receptors comprising said ligands, methods for
                    their
                    production, and use of said ligands and receptors

                
	
                  DK
                    175392 B1

                	
                  Enkelt-domaene-ligander,
                    receptorer omfattende disse lignader, fremgangsmaader til fremstilling
                    af
                    dem og anvendelse af disse ligander og receptorer
                    (Danish)

                
	
                  EP
                    368684 B2

                	
                  Cloning
                    immunoglobulin variable domain sequences

                
	
                  GB
                    8826444 A0

                	
                  Cloning
                    immunoglobulin variable domains for expression by
                    polymerase

                
	
                  GB
                    8906034 A0

                	
                  Recombinant
                    DNA method

                
	
                  GB
                    8911047 A0

                	
                  Antibody
                    binding

                
	
                  GB
                    8912652 A0

                	
                  Antibody
                    binding

                
	
                  GB
                    8913900 A0

                	
                  Antibody
                    binding

                
	
                  GB
                    8918543 A0

                	
                  Antibody
                    binding

                
	
                  GB
                    899217 A0

                	
                  Antibody
                    binding

                
	
                  JP
                    2919890 B2

                	 
	
                  JP
                    3502801 T2

                	 
	
                  KR
                    184860 B1

                	
                  Single
                    domain ligands, receptors comprising said ligands, methods for
                    their
                    production and use of said ligands and receptors

                
	
                  US
                    6248516

                	
                  Single
                    domain ligands, receptors comprising said ligands, methods for
                    their
                    production and use of said ligands and receptors

                
	
                  US
                    6545142

                	
                  Single
                    domain ligands, receptors comprising said ligands, methods for
                    their
                    production and use of said ligands and receptors

                
	
                  US
                    20030114659

                	
                  Single
                    domain ligands, receptors comprising said ligands, methods for
                    their
                    production and use of said ligands and receptors

                
	
                  US
                    20030130496

                	
                  Single
                    domain ligands, receptors comprising said ligands, methods for
                    their
                    production and use of said ligands and receptors

                
	
                  US
                    20040110941

                	
                  Single
                    domain ligands, receptors comprising said ligands, methods for
                    their
                    production and use of said ligands and receptors

                
	
                  WO
                    9005144

                	
                  Single
                    domain ligands, receptors comprising said ligands, methods for
                    their
                    production, and use of said ligands and
                    receptors

                


        

         

        
          
             

          

          
            Schedule
              1
              - Page 1

            
              

            

          

          
             

          

        

         

        
          	
                  Family
                    2 (includes  PCT/US90/02890, PCT/US90/02835,
                    PCT/US90/02836)

                
	
                  Patent
                    or Publication No.

                	
                  Title

                
	
                  AU
                    643948 B2

                	
                  A
                    new method for tapping the immunological repertoire

                
	
                  AU
                    651065 B2

                	
                  Method
                    for isolating receptors having a preselected
                    specificity

                
	
                  AU
                    652539 B2

                	
                  Co-expression
                    of heteromeric receptors

                
	
                  CA
                    2016841 C

                	
                  A
                    method for producing polymers having a preselected
                    activity

                
	
                  EP
                    425661 B1

                	
                  A
                    new method for tapping the immunological repertoire

                
	
                  EP
                    472638 B1

                	
                  Method
                    for isolating receptors having a preselected
                    specificity

                
	
                  EP
                    478627 A1 (wd)

                	
                  Co-expression
                    of heteromeric receptors

                
	
                  EP
                    1026239 A2/A3

                	
                  A
                    new method for tapping the immunological repertoire

                
	
                  GR
                    1002149 B

                	
                  Method
                    for producing polymers having a preselected activity

                
	
                  GR
                    1002158 B

                	
                  Method
                    for tapping the immunological repertoire

                
	
                  JP
                    3321159 B2

                	 
	
                  JP
                    4500607 T2

                	 
	
                  JP
                    4506600 T2

                	 
	
                  JP
                    5501348 T2

                	 
	
                  PT
                    94065 B

                	
                  Processo
                    de producao de um acido nucleico conservado e de um receptor
                    codificado
                    pelo referido acido

                
	
                  PT
                    94066 B

                	
                  Processo
                    para a producao de vectores de and de cadeia dupla e de um sistema
                    de
                    clonacao compreendendo os referidos vectores

                
	
                  US
                    6291158

                	
                  Method
                    for tapping the immunological repertoire

                
	
                  US
                    6291159

                	
                  Method
                    for producing polymers having a preselected activity

                
	
                  US
                    6291160

                	
                  Method
                    for producing polymers having a preselected activity

                
	
                  US
                    6291161

                	
                  Method
                    for tapping the immunological repertoire

                
	
                  US
                    6680192

                	
                  Method
                    for producing polymers having a preselected activity

                
	
                  US
                    6969586

                	
                  Method
                    for tapping the immunological repertoire

                
	
                  US
                    7189841

                	
                  Method
                    for tapping the immunological repertoire

                
	
                  US
                    20060019260

                	
                  Method
                    for tapping the immunological repertoire

                
	
                  WO
                    9014424

                	
                  Method
                    for isolating receptors having a preselected
                    specificity

                
	
                  WO
                    9014430

                	
                  A
                    new method for tapping the immunological repertoire

                
	
                  WO
                    9014443

                	
                  Co-expression
                    of heteromeric receptors

                


        

         

        
          
             

          

          
            Schedule
              1
              - Page 2

            
              

            

          

          
             

          

        

         

        
          	
                  Family
                    3 (includes PCT/GB92/00883, PCT/GB91/01134, PCT/GB92/01755,
                    PCT/GB92/02240, PCT/GB93/00605)

                
	
                  Patent
                    or Publication No.

                	
                  Title

                
	
                  AU
                    664155 B2

                	
                  Methods
                    for producing members of specific binding pairs

                
	
                  AU
                    665025 B2

                	
                  Production
                    of chimeric antibodies - a combinatorial approach

                
	
                  AU
                    665190 B2

                	
                  Methods
                    for producing members of specific binding pairs

                
	
                  AU
                    665221 B2

                	
                  Production
                    of anti-self antibodies from antibody segment repertoires and
                    displayed on
                    phage

                
	
                  AU
                    673515 B2

                	
                  Methods
                    for producing members of specific binding pairs

                
	
                  AU
                    703319 B2

                	
                  Specific
                    binding members for human carcinoembryonic antigen, materials
                    and
                    methods

                
	
                  CA
                    2086936 C

                	
                  Method
                    for producing members of specific binding pairs

                
	
                  CA
                    2109602 C

                	
                  Methods
                    for producing members of specific binding pairs

                
	
                  CA
                    2119930 C

                	
                  Production
                    of chimeric antibodies - a combinatorial approach

                
	
                  EP
                    585287 B1

                	
                  Methods
                    for producing members of specific binding pairs

                
	
                  EP
                    589877 B2

                	
                  Methods
                    for producing members of specific binding pairs

                
	
                  EP
                    605522 B1

                	
                  Production
                    of chimeric antibodies - a combinatorial approach

                
	
                  EP
                    616640 B1

                	
                  Production
                    of anti-self antibodies from antibody seqment repertoires and
                    displayed on
                    phage

                
	
                  EP
                    656941 B1

                	
                  Methods
                    for producing members of specific binding pairs

                
	
                  EP
                    774511 B1

                	
                  Phagemid-based
                    method of producing filamentous bacteriophage particles displaying
                    antibody molecules and the corresponding bacteriophage
                    paricles

                
	
                  EP
                    844306 B1

                	
                  Methods
                    of producing members of specific binding pairs

                
	
                  EP
                    865492 B1

                	
                  Specific
                    binding members for human carcinoembryonic antigen, materials
                    and
                    methods

                
	
                  EP
                    1433846 B1

                	
                  Phagemid-based
                    method of producing filamentous bacteriophage particles displaying
                    antibody molecules and the corresponding bacteriophage
                    paricles

                


        

         

        
          
             

          

          
            Schedule
              1
              - Page 3

            
              

            

          

          
             

          

        

         

        
          	
                  EP
                    1024191 A2/A3

                	
                  Production
                    of chimeric antibodies from antibody segment repertoires and
                    displayed on
                    phage

                
	
                  EP
                    1754787 A2

                	
                  Methods
                    for producing members of specific binding pairs

                
	
                  GB
                    9015198 A0

                	
                  Binding
                    substance

                
	
                  GB
                    9022845 A0

                	
                  Antibodies

                
	
                  GB
                    9024503 A0

                	
                  Binding
                    substances

                
	
                  GB
                    9104744 A0

                	
                  Binding
                    substances

                
	
                  GB
                    9110549 A0

                	
                  Binding
                    substances

                
	
                  GB
                    9120252 A0

                	
                  Improvement
                    binding substances

                
	
                  GB
                    9120377 A0

                	
                  Improved
                    binding substances

                
	
                  GB
                    9125579 A0

                	
                  Binding
                    molecules 1

                
	
                  GB
                    9125582 A0

                	
                  Binding
                    molecules 2

                
	
                  GB
                    9206318 A0

                	
                  Binding
                    substances

                
	
                  GB
                    9206372 A0

                	
                  Binding
                    substances

                
	
                  GB
                    9525004 A0

                	
                  Specific
                    binding members, materials and methods

                
	
                  GB
                    9610824 A0

                	
                  Specific
                    binding members, materials and methods

                
	
                  GB
                    9621295 A0

                	
                  Specific
                    binding members, materials and methods

                
	
                  JP
                    3176917 B2

                	 
	
                  JP
                    3507073 B2

                	 
	
                  JP
                    3540315 B2

                	 
	
                  JP
                    5508076 T2

                	 
	
                  JP
                    6508511 T2

                	 
	
                  JP
                    6510671 T2

                	 
	
                  JP
                    7502167 T2

                	 
	
                  JP
                    7505055 T2

                	 
	
                  JP
                    2000504204 T2

                	 
	
                  KR
                    222326 B1

                	
                  Method
                    for producing members of specific binding pairs

                
	
                  US
                    5565332

                	
                  Production
                    of chimeric antibodies - a combinatorial approach

                
	
                  US
                    5733743

                	
                  Methods
                    for producing members of specific binding
                    pairs

                


        

         

        
          
             

          

          
            Schedule
              1
              - Page 4

            
              

            

          

          
             

          

        

         

        
          	
                  US
                    5858657

                	
                  Methods
                    for producing members of specific binding pairs

                
	
                  US
                    5871907

                	
                  Methods
                    for producing members of specific binding pairs

                
	
                  US
                    5872215

                	
                  Specific
                    binding members, materials and methods

                
	
                  US
                    5885793

                	
                  Production
                    of anti-self antibodies from antibody segment repertoires and
                    displayed on
                    phage

                
	
                  US
                    5962255

                	
                  Methods
                    for producing recombinant vectors

                
	
                  US
                    5969108

                	
                  Methods
                    for producing members of specific binding pairs

                
	
                  US
                    6140471

                	
                  Methods
                    for producing members of specific binding pairs

                
	
                  US
                    6172197

                	
                  Methods
                    for producing members of specific binding pairs

                
	
                  US
                    6225447

                	
                  Methods
                    for producing members of specific binding pairs

                
	
                  US
                    6291650

                	
                  Methods
                    for producing members of specific binding pairs

                
	
                  US
                    6492160

                	
                  Methods
                    for producing members of specific binding pairs

                
	
                  US
                    6521404

                	
                  Production
                    of anti-self antibodies from antibody segment repertoires and
                    displayed on
                    phage

                
	
                  US
                    6544731

                	
                  Production
                    of anti-self antibodies from antibody segment repertoires and
                    displayed on
                    phage

                
	
                  US
                    6555313

                	
                  Production
                    of anti-self antibodies from antibody segment repertoires and
                    displayed on
                    phage

                
	
                  US
                    6582915

                	
                  Production
                    of anti-self antibodies from antibody segment repertoires and
                    displayed on
                    phage

                
	
                  US
                    6593081

                	
                  Production
                    of anti-self antibodies from antibody segment repertoires and
                    displayed on
                    phage

                
	
                  US
                    6806079

                	
                  Methods
                    for producing members of specific binding pairs

                
	
                  US
                    6916605

                	
                  Methods
                    for producing members of specific binding pairs

                
	
                  US
                    7063943

                	
                  Methods
                    for producing members of specific binding pairs

                
	
                  US
                    20030190674

                	
                  Production
                    of anti-self antibodies from antibody segment repertoires and
                    displayed on
                    phage

                
	
                  US
                    20040157214

                	
                  Methods
                    for producing members of specific binding pairs

                
	
                  US
                    20040157215

                	
                  Methods
                    for producing members of specific binding pairs

                
	
                  WO
                    9201047

                	
                  Methods
                    for producing members of specific binding pairs

                
	
                  WO
                    9220791

                	
                  Methods
                    for producing members of specific binding pairs

                
	
                  WO
                    9306213

                	
                  Production
                    of chimeric antibodies - a combinatorial approach

                
	
                  WO
                    9311236

                	
                  Production
                    of anti-self antibodies from antibody segment repertoires and
                    displayed on
                    phage

                
	
                  WO
                    9319172

                	
                  Methods
                    for producing members of specific binding pairs

                
	
                  WO
                    9720932

                	
                  Specific
                    binding members for human carcinoembryonic antigen, materials
                    and
                    methods

                


        

         

        
          
             

          

          
            Schedule
              1
              - Page 5

            
              

            

          

          
             

          

        

         

        
          	
                  Family
                    4 (includes PCT/GB92/01483)

                
	
                  Patent
                    or Publication No.

                	
                  Title

                
	
                  AU
                    665365 B2

                	
                  Treatment
                    of cell populations

                
	
                  EP
                    597960 B1

                	
                  Treatment
                    of cell populations

                
	
                  GB
                    9117352 A0

                	
                  Recombinant
                    DNA method

                
	
                  GB
                    9212419 A0

                	
                  Recombinant
                    DNA method

                
	
                  JP
                    6509473 T2

                	 
	
                  US
                    5830663

                	
                  In
                    situ recombinant PCR within single cells

                
	
                  WO
                    9303151

                	
                  Treatment
                    of cell populations

                
	 	 
	
                  Family
                    5 (includes PCT/GB94/01422)

                
	
                  Patent
                    or Publication No.

                	
                  Title

                
	
                  AU
                    691817 B2

                	
                  SBP
                    members with a chemical moiety covalently bound within the binding
                    site;
                    production and selection thereof

                
	
                  EP
                    706569 B1

                	
                  SBP
                    members with a chemical moiety covalently bound within the binding
                    site;
                    production and selection thereof

                
	
                  GB
                    9313509 A0

                	
                  Chemisynthetic
                    libraries

                
	
                  JP
                    9500016 T2

                	 
	
                  US
                    6017732

                	
                  Bacteriophage
                    library displaying immunoglobulin repertoires with a chemical
                    moiety
                    covalently bound within the binding site: production and selection
                    thereof

                
	
                  WO
                    9501438

                	
                  SBP
                    members with a chemical moiety covalently bound within the binding
                    site;
                    production and selection thereof

                


        

         

        
          
             

          

          
            Schedule
              1
              - Page 6

            
              

            

          

          
             

          

        

         

        
          	
                  Family
                    6 (includes PCT/GB94/02662)

                
	
                  Patent
                    or Publication No.

                	
                  Title

                
	
                  AU
                    674568 B2

                	
                  Improved
                    method for the refolding of proteins

                
	
                  AU
                    680685 B2

                	
                  Retargeting
                    antibodies

                
	
                  AU
                    690171 B2

                	
                  Recombinant
                    binding proteins and peptides

                
	
                  AU
                    690528 B2

                	
                  Multivalent
                    and multispecific binding proteins, their manufacture and
                    use

                
	
                  CA
                    2155335 C

                	
                  Improved
                    method for the refolding of proteins

                
	
                  EP
                    672142 B1

                	
                  Multivalent
                    and multispecific binding proteins, their manufacture and
                    use

                
	
                  EP
                    686162 B1

                	
                  Improved
                    method for the refolding of proteins

                
	
                  EP
                    720624 B1

                	
                  Retargeting
                    antibodies

                
	
                  EP
                    731842 A1

                	
                  Recombinant
                    binding proteins and peptides

                
	
                  FI
                    113272 B1

                	
                  Parannettu
                    proteiinien laskostamismenetelma forbattrat forfarande for veckning
                    av
                    proteiner (Swedish)

                
	
                  GB
                    9225453 A0

                	
                  Binding
                    proteins

                
	
                  GB
                    9300816 A0

                	
                  Improvements
                    in or relating to binding proteins

                
	
                  GB
                    9319969 A0

                	
                  Binding
                    proteins IV

                
	
                  GB
                    9412147 A0

                	
                  Recombinant
                    binding proteins and peptides

                
	
                  GB
                    9412166 A0

                	
                  Retargeting
                    antibodies

                
	
                  JP
                    3695467 B2

                	 
	
                  JP
                    3720353 B2

                	 
	
                  JP
                    8504100 T2

                	 
	
                  JP
                    8506243 T2

                	 
	
                  JP
                    9503759 T2

                	 
	
                  JP
                    9506508 T2

                	 
	
                  NO
                    316274 B1

                	
                  Fremgangsmate
                    til refolding av proteiner (Norwegian)

                
	
                  US
                    5739281

                	
                  Interative
                    method of at least three cycles for the refolding of
                    proteins

                
	
                  US
                    5837242

                	
                  Multivalent
                    and multispecific binding proteins, their manufacture and
                    use

                
	
                  US
                    5917018

                	
                  Interative
                    method of at least five cycles for the refolding of
                    proteins

                
	
                  US
                    6010884

                	
                  Recombinant
                    binding proteins and peptides

                
	
                  US
                    6492123

                	
                  Multivalent
                    and multispecific binding proteins, their manufacture and
                    use

                
	
                  US
                    6589527

                	
                  Retargeting
                    antibodies

                
	
                  WO
                    9413804

                	
                  Multivalent
                    and multispecific binding proteins, their manufacture and
                    use

                
	
                  WO
                    9418227

                	
                  Improved
                    method for the refolding of proteins

                
	
                  WO
                    9508577

                	
                  Retargeting
                    antibodies

                
	
                  WO
                    9515388

                	
                  Recombinant
                    binding proteins and peptides

                


        

         

        
          
             

          

          
            Schedule
              1
              - Page 7

            
              

            

          

          
             

          

           

        

        
          	
                  Family
                    7 (includes PCT/GB97/01835)

                
	
                  Patent
                    or Publication No.

                	
                  Title

                
	
                  AU
                    715796 B2

                	
                  Labelling
                    and selection of molecules

                
	
                  EP
                    906571 B1

                	
                  Labelling
                    and selection of molecules

                
	
                  EP
                    1353180 B1

                	
                  Labelling
                    and selection of molecules

                
	
                  GB
                    9614292 A0

                	
                  Labelling
                    and selection of specific binding molecules

                
	
                  GB
                    9624880 A0

                	
                  Labelling
                    and selection of specific binding molecules

                
	
                  GB
                    9712818 A0

                	
                  Labelling
                    and selection of specific binding molecules

                
	
                  GB
                    9714397 A0

                	
                  Labelling
                    and selection of molecules

                
	
                  GB
                    9900205 A0

                	
                  Labelling
                    and selection of molecules

                
	
                  GB
                    2330909 B2

                	
                  Labelling
                    and selection of molecules

                
	
                  GB
                    2315125 B2

                	
                  Labelling
                    and selection of molecules

                
	
                  JP
                    2000517046 T2

                	 
	
                  US
                    5994519

                	
                  Labelling
                    and selection of molecules

                
	
                  US
                    6180336

                	
                  Labelling
                    and selection of molecules

                
	
                  US
                    6342588

                	
                  Labelling
                    and selection of molecules

                
	
                  US
                    6489123

                	
                  Labelling
                    and selection of molecules

                
	
                  US
                    20020004215

                	
                  Labelling
                    and selection of molecules

                
	
                  WO
                    9801757

                	
                  Labelling
                    and selection of
                    molecules

                


        

      

    

     

    
      
         

      

      
        Schedule
          1
          - Page 8

        
          

        

      

      
         

      

    

     

    
      Schedule
        2

      CAT
        Gatekeeping Procedure

       

      For
        each
        Nominated Target (which must be accompanied by a GenBank® accession number or
        similar information which uniquely identifies that Nominated Target) submitted
        by Dyax under Clause 4.1, CAT will, on a Nominated -Target-by-Nominated -Target
        basis, not grant a Dyax Product Licence to Dyax, if:

       

      
        	
                1.

              	
                CAT
                  is, at the date of submission of the Target Option Notice by Dyax,
                  contractually obligated on an exclusive basis in respect of that
                  Nominated
                  Target with a Third Party pursuant to an agreement with that Third
                  Party
                  which was entered into prior to 3 January 2003;
                  or

              


      

       

      
        	
                2.

              	
                CAT
                  is, at the date of submission of the Target Option Notice by Dyax,
                  engaged
                  in internal research and/or development with respect to such a
                  Nominated
                  Target (as can be measured by reliable or verifiable
                  means).

              


      

       

      NOTES

       

      
        	
                1.

              	
                For
                  the avoidance of doubt, CAT will not subject any Nominated Target
                  to the
                  CAT Gatekeeping Procedure unless and until Dyax supplies CAT with
                  a
                  GenBank® accession number or similar information which uniquely identifies
                  that Nominated Target.

              


      

       

      
        	
                2.

              	
                If
                  Dyax supplies CAT with an incorrect GenBank® accession number for a
                  Nominated Target or otherwise incorrectly identifies a Nominated
                  Target
                  which is then subjected to the CAT Gatekeeping Procedure, the result
                  of
                  the CAT Gatekeeping Procedure in respect of such Nominated Target
                  shall
                  prevail even if it is subsequently discovered that such incorrect
                  GenBank®
                  accession number or identifying information had been provided by
                  Dyax.

              


      

       

      
        	
                3.

              	
                Within
                  one (1) month after notice is given to Dyax of a refusal by CAT
                  to grant a
                  Dyax Product Licence in respect of any Nominated Target, Dyax may
                  notify
                  CAT that it wishes to appoint an Expert to make such enquiries
                  of CAT as
                  may be reasonably necessary for the Expert to be able to confirm
                  to Dyax
                  that the CAT Gatekeeping Procedure had been correctly applied by
                  CAT in
                  respect of such Nominated Target.  CAT shall provide such
                  information to the Expert as the Expert may reasonably determine
                  is
                  required in order to make such confirmation.  For the avoidance
                  of doubt the Expert shall not be entitled (unless CAT consents)
                  to enter
                  CAT premises in order to carry out its enquiries, shall only provide
                  the
                  confirmation to Dyax on a "Yes/No" basis and shall not give or
                  be obliged
                  to give to Dyax any other information obtained from CAT in respect
                  of the
                  CAT Gatekeeping Procedure or the relevant Nominated Target.  The
                  Expert shall, prior to making any enquiries of CAT, enter into
                  a
                  confidential disclosure agreement with CAT.  Notwithstanding the
                  foregoing, CAT shall not be obliged to respond to the enquiries
                  of the
                  Expert if to do so would, or would reasonably be expected to, cause
                  a
                  breach in terms of any agreement CAT may have with any other Third
                  Parties; provided, however, that such disclosure subject to the
                  confidential disclosure agreement shall be treated by CAT in the
                  same
                  manner as disclosure in its normal business operations. The Expert
                  shall
                  complete its investigations and provide the confirmation to Dyax
                  (with a
                  copy to CAT) within thirty (30) days after appointment by Dyax,
                  and
                  payment of the Expert's fee shall be conditioned on such delivery
                  being
                  timely made.  If such written confirmation is not made within
                  such thirty (30) days period, then a replacement Expert shall be
                  appointed
                  within 10 days thereafter, subject to same terms and conditions
                  stated
                  above.  

              


      

       

      
        
           

        

        
          Schedule
            2
            - Page 1

          
            

          

        

        
           

        

      

       

      
        	 	If
                an Expert provides notice that he or she cannot complete the analysis
                because CAT has failed without good reason to provide any information
                requested as provided above, then CAT shall have no more than 30
                days to
                provide the information and the Expert shall then have no more than
                15
                days after the information is provided to the Expert to evaluate
                the
                information and make a determination.  Failure of the second
                Expert to provide such written confirmation to Dyax on a "Yes/No"
                basis
                within thirty (30) days after appointment shall be irrevocably deemed
                to
                be confirmation that CAT correctly applied the CAT Gatekeeping Procedure
                to the Nominated Target in question, provided, however that until
                (i) CAT
                provides all information that it is required to provide in accordance
                with
                this Schedule 2 and (ii) the expiration of any extension required
                for the
                Expert to evaluate such information, there shall not be deemed to
                be any
                such confirmation that CAT correctly applied the CAT Gatekeeping
                Procedure
                to the Nominated Target in question.


      

       

      If
        the
        Expert appointed by Dyax hereunder decides that CAT correctly applied, or
        is
        deemed to have correctly applied, the CAT Gatekeeping Procedure, Dyax shall
        be
        responsible for the Expert's fees and CAT shall thereafter have no obligations
        to Dyax in respect of such Nominated Target.  If the Expert decides
        that CAT did not correctly apply the CAT Gatekeeping Procedure Dyax shall
        be
        granted a Dyax Product Licence in relation to the Nominated Target in question
        (provided that CAT is not restricted by obligations to any Third Party in
        relation to the Nominated Target in question in which case the Dyax Product
        Licence will be subject to those restrictions) and CAT shall be responsible
        for
        the Expert's fees.  "Expert"  shall mean a  patent
        agent who is independent of CAT and all of the other parties with an interest
        in
        the outcome of a determination regarding a Nominated Target, who has suitable
        knowledge and experience in the reasonable opinion of Dyax to perform the
        above
        activities, subject to CAT's consent, which consent shall not be unreasonably
        withheld or delayed.

       

      
        
           

        

        
          Schedule
            2
            - Page 2

          
            

          

        

        
           

        

      

    

     

    
      Schedule
        3

      CAT
        Know-How

      


      [*****]

       

    

     

     

     

    
      
         

      

      
        Schedule
          3
          - Page 1

        
          

        

      

      
         

      

    

     

    
      Schedule
        4

      [RESERVED]

       

       

      
        
           

        

        
           

          
            

          

        

        
           

        

      

    

     

    
      Schedule
        5

      Dyax
        Patent Rights

       

      A.  Dyax
        Base Phage Display Patent Rights

       

      
        
          	
                  COUNTRY

                	
                  SERIAL
                    NO.

                	
                  TITLE

                	
                  PUB.
                    NO.

                	
                  PATENT
                    NO.

                
	
                  AT

                	
                  92908799.7

                	
                  IMPROVED
                    EPITOPE DISPLAYING PHAGE

                	
                  0573611

                	
                  E262036

                
	
                  CA

                	
                  610176

                	
                  GENERATION
                    AND SELECTION OF NOVEL DNA-BINDING

                  PROTEINS
                    AND POLYPEPTIDES

                	 	
                  1340288

                
	
                  CA

                	
                  2105300

                	
                  PROCESS
                    FOR THE DEVELOPMENT OF BINDING MINI-PROTEINS

                	 	 
	
                  CH

                	
                  92908799.7

                	
                  IMPROVED
                    EPITOPE DISPLAYING PHAGE

                	 	
                  0573611

                
	
                  DE

                	
                  92908799.7

                	
                  IMPROVED
                    EPITOPE DISPLAYING PHAGE

                	
                  DE
                    69233325T2

                	
                  69233325.8-08

                
	
                  DK

                	
                  92908799.7

                	
                  IMPROVED
                    EPITOPE DISPLAYING PHAGE

                	
                  0573611

                	
                  0573611

                
	
                  EP

                	
                  89910702.3

                	
                  GENERATION
                    AND SELECTION OF RECOMBINANT VARIED

                  BINDING
                    PROTEINS

                	
                  EP0436597

                	
                  0436597

                
	
                  EP

                	
                  02015673.3

                	
                  PROCESS
                    FOR THE DEVELOPMENT OF BINDING MINI-PROTEINS

                	
                  EP1279731

                	 
	
                  EP

                	
                  92908799.7

                	
                  IMPROVED
                    EPITOPE DISPLAYING PHAGE

                	
                  EP0573611

                	
                  0573611

                
	
                  EP

                	
                  04006079.0

                	
                  IMPROVED
                    EPITOPE DISPLAYING PHAGE

                	
                  1452599

                	 
	
                  EP

                	
                  05000796.2

                	
                  GENERATION
                    AND SELECTION OF RECOMBINANT VARIED

                  BINDING
                    PROTEINS

                	
                  EP1541682

                	 
	
                  ES

                	
                  92908799.7

                	
                  IMPROVED
                    EPITOPE DISPLAYING PHAGE

                	
                  0573611

                	
                  0573611

                
	
                  FR

                	
                  92908799.7

                	
                  IMPROVED
                    EPITOPE DISPLAYING PHAGE

                	 	
                  0573611

                
	
                  GR

                	
                  92908799.7

                	
                  IMPROVED
                    EPITOPE DISPLAYING PHAGE

                	 	
                  3049248

                
	
                  IE

                	
                  2834/89

                	
                  GENERATION
                    AND SELECTION OF RECOMBINANT VARIED

                  BINDING
                    PROTEINS

                	 	 
	
                  IL

                	
                  91501

                	
                  GENERATION
                    AND SELECTION OF RECOMBINANT VARIED

                  BINDING
                    PROTEINS

                	 	
                  91501

                
	
                  IL

                	
                  120941

                	
                  CHIMERIC
                    BINDING PROTEIN

                	
                  120941

                	
                  120941

                
	
                  IL

                	
                  120940

                	
                  FUSION
                    PROTEINS DISPLAYED DISPLAYABLE ON THE SURFACE OF

                  FILAMENTOUS
                    PHAGE AND A RECOMBINANT
                    FILAMENTOUS

                  PHAGE
                    BEARING SAME

                	 	
                  120940

                
	
                  IL

                	
                  120939

                	
                  METHOD
                    FOR OBTAINING NUCLEIC ACID ENCODING A

                  PROTEINACOUS
                    BINDING DOMAIN

                	 	
                  120939

                


        

         

        
          
             

          

          
            Schedule
              5
              - Page 1

            
              

            

          

          
             

          

        

         

        
          	
                  IT

                	
                  92908799.7

                	
                  IMPROVED
                    EPITOPE DISPLAYING PHAGE

                	 	
                  0573611

                
	
                  JP

                	
                  510087/1989

                	
                  GENERATION
                    AND SELECTION OF RECOMBINANT

                  VARIED
                    BINDING PROTEINS

                	 	
                  3771253

                
	
                  JP

                	
                  507558/1992

                	
                  PROCESS
                    FOR THE DEVELOPMENT OF BINDING MINI-PROTEINS

                	 	 
	
                  JP

                	
                  508216/1992

                	
                  IMPROVED
                    EPITOPE DISPLAYING PHAGE

                	 	
                  3447731

                
	
                  JP

                	
                  130929/2003

                	
                  IMPROVED
                    EPITOPE DISPLAYING PHAGE

                	
                  2004-221

                	 
	
                  NL

                	
                  92908799.7

                	
                  IMPROVED
                    EPITOPE DISPLAYING PHAGE

                	
                  0573611

                	
                  0573611

                
	
                  SE

                	
                  92908799.7

                	
                  IMPROVED
                    EPITOPE DISPLAYING PHAGE

                	 	
                  0573611

                
	
                  US

                	
                  07/664,989

                	
                  DIRECTED
                    EVOLUTION OF NOVEL BINDING PROTEINS

                	 	
                  5,223,409

                
	
                  US

                	
                  08/009,319

                	
                  VIRUSES
                    EXPRESSING CHIMERIC BINDING PROTEINS

                	 	
                  5,403,484

                
	
                  US

                	
                  08/057,667

                	
                  DIRECTED
                    EVOLUTION OF NOVEL BINDING PROTEINS

                	 	
                  5,571,698

                
	
                  US

                	
                  08/415,922

                	
                  DIRECTED
                    EVOLUTION OF NOVEL BINDING PROTEINS

                	 	
                  5,837,500

                
	
                  US

                	
                  09/781,988

                	
                  DIRECTED
                    EVOLUTION OF NOVEL BINDING PROTEINS

                	
                  US-2002-0150881
                    A1

                	
                  6,979,538

                
	
                  US

                	
                  09/893,878

                	
                  DIRECTED
                    EVOLUTION OF NOVEL BINDING PROTEINS

                	
                  US-2003-0113717
                    A1

                	
                  7,208,293

                
	
                  US

                	
                  10/126,544

                	
                  METHOD
                    OF RECOVERING A NUCLEIC ACID ENCODING A

                  PROTEINACEOUS
                    BINDING DOMAIN WHICH
                    BINDS A

                  TARGET
                    MATERIAL

                	
                  US-2004-0023205a1

                	
                  7,118,879

                
	
                  US

                	
                  10/207,797

                	
                  DIRECTED
                    EVOLUTION OF DISULFIDE BONDED MICROPROTEINS

                	
                  US-2006-0084113-A1

                	 
	
                  WO

                	
                  PCT/US92/01456

                	
                  PROCESS
                    FOR THE DEVELOPMENT OF BINDING MINI-PROTEINS

                	
                  WO9215677

                	 
	
                  WO

                	
                  PCT/US92/01539

                	
                  IMPROVED
                    DISPLAY PHAGE

                	
                  WO92/15679

                	 
	
                  WO

                	
                  PCT/US89/03731

                	
                  GENERATION
                    AND SELECTION OF RECOMBINANT VARIED

                  BINDING
                    PROTEINS

                	
                  WO9002809

                	 


        

      

    

     

    
      
         

      

      
        Schedule
          5
          - Page 2

        
          

        

      

      
         

      

    

     

    
      B.    Dyax
        Library-Related Patent Rights

    

     

    
      
        	
                COUNTRY

              	
                SERIAL
                  NO.

              	
                TITLE

              	
                PUB.
                  NO.

              	
                PATENT
                  NO.

              
	
                AU

              	
                2002249854

              	
                FOCUSED
                  LIBRARIES OF GENETIC PACKAGES

              	
                WO02/061071
                  A2

              	 
	
                CA

              	
                2432377

              	
                FOCUSED
                  LIBRARIES OF GENETIC PACKAGES

              	 	 
	
                EP

              	
                01998098.6

              	
                FOCUSED
                  LIBRARIES OF GENETIC PACKAGES

              	
                EP1360288

              	 
	
                JP

              	
                2002-561628

              	
                FOCUSED
                  LIBRARIES OF GENETIC PACKAGES

              	 	 
	
                US

              	
                11/416,460

              	
                FOCUSED
                  LIBRARIES OF GENETIC PACKAGES

              	
                US-2006-0257937-A1

              	 
	
                WO

              	
                PCT/US01/50297

              	
                FOCUSED
                  LIBRARIES OF GENETIC PACKAGES

              	 	 
	
                AU

              	
                2001253589

              	
                NOVEL
                  METHODS OF CONSTRUCTIONG LIBRARIES

                OF
                  HUMAN FAB ANTIBODY
                  FRAGMENTS DISPLAYED

                ON
                  FILAMENTOUS PHAGE (CJ Library)

              	 	 
	
                AU

              	
                2002307422

              	
                NOVEL
                  METHODS OF CONSTRUCTIONG LIBRARIES COMPRISING

                DISPLAYED
                  AND/OR EXPRESSED
                  MEMBERS OF A DIVERSE

                FAMILY
                  OF PEPTIDES, POLYPEPTIDES OR PROTEINS AND

                THE
                  NOVEL LIBRARIES

              	 	 
	
                CA

              	
                2406236

              	
                NOVEL
                  METHODS OF CONSTRUCTIONG LIBRARIES OF

                HUMAN
                  FAB ANTIBODY FRAGMENTS
                  DISPLAYED ON

                FILAMENTOUS
                  PHAGE

              	 	 
	
                CA

              	
                2458462

              	
                NOVEL
                  METHODS OF CONSTRUCTIONG LIBRARIES COMPRISING

                DISPLAYED
                  AND/OR EXPRESSED
                  MEMBERS OF A DIVERSE 

                FAMILY
                  OF PEPTIDES, POLYPEPTIDES OR PROTEINS AND

                THE
                  NOVEL LIBRARIES

              	 	 
	
                EP

              	
                01927108.9

              	
                NOVEL
                  METHODS OF CONSTRUCTIONG LIBRARIES OF

                HUMAN
                  FAB ANTIBODY FRAGMENTS
                  DISPLAYED ON

                FILAMENTOUS
                  PHAGE

              	
                EP1276855

              	 
	
                EP

              	
                02762148.1

              	
                NOVEL
                  METHODS OF CONSTRUCTIONG LIBRARIES COMPRISING

                DISPLAYED
                  AND/OR EXPRESSED
                  MEMBERS OF A DIVERSE

                FAMILY
                  OF PEPTIDES, POLYPEPTIDES OR PROTEINS AND

                THE
                  NOVEL LIBRARIES

              	
                EP1578903

              	 
	
                JP

              	
                2001-577464

              	
                NOVEL
                  METHODS OF CONSTRUCTIONG LIBRARIES OF HUMAN

                FAB
                  ANTIBODY FRAGMENTS
                  DISPLAYED ON FILAMENTOUS PHAGE

              	 	 
	
                JP

              	
                PCT/US02/12405

              	
                NOVEL
                  METHODS OF CONSTRUCTIONG LIBRARIES COMPRISING

                DISPLAYED
                  AND/OR
                  EXPRESSED MEMBERS OF A DIVERSE FAMILY

                OF
                  PEPTIDES, POLYPEPTIDES OR
                  PROTEINS AND THE NOVEL

                LIBRARIES

              	 	 
	
                US

              	
                10/045,674

              	
                NOVEL
                  METHODS OF CONSTRUCTIONG LIBRARIES COMPRISING

                DISPLAYED
                  AND/OR EXPRESSED
                  MEMBERS OF A DIVERSE FAMILY

                OF
                  PEPTIDES, POLYPEPTIDES OR PROTEINS AND
                  THE

                NOVEL
                  LIBRARIES

              	
                US
                  2003-0232333 A1

              	 


      

       

      
        
           

        

        
          Schedule
            5
            - Page 3

          
            

          

        

        
           

        

         

      

      
        	
                US

              	
                11/365,556

              	
                NOVEL
                  METHODS OF CONSTRUCTING LIBRARES COMPRISING DISPLAYED AND/OR 

                EXPRESSED
                  MEMBERS OF A DIVERSE FAMILY OF PEPTIDES, POLYPEPTIDES OR 

                PROTEINS
                  AND NOVEL LIBRARIES

              	
                US-2006-0166252-A1

              	 
	
                WO

              	
                PCT/US01/12454

              	
                NOVEL
                  METHODS OF CONSTRUCTIONG LIBRARIES OF HUMAN FAB 

                ANTIBODY
                  FRAGMENTS DISPLAYED ON FILAMENTOUS PHAGE

              	
                2003-530853

              	 
	
                WO

              	
                PCT/US02/12405

              	
                NOVEL
                  METHODS OF CONSTRUCTIONG LIBRARIES COMPRISING DISPLAYED 

                AND/OR
                  EXPRESSED MEMBERS OF A DIVERSE FAMILY OF PEPTIDES, POLYPEPTIDES
                  

                OR
                  PROTEINS AND THE NOVEL LIBRARIES

              	
                WO02083872

              	 
	
                US

              	
                10/383,902

              	
                LIGAND
                  SCREENING AND DISCOVERY

              	
                US
                  2003-0224408 A1

              	 
	
                AU

              	
                51422/00

              	
                NOVEL
                  FAB FRAGMENT LIBRARIES AND METHODS FOR THEIR USE

              	 	
                780145

              
	
                CA

              	
                2372582

              	
                NOVEL
                  FAB FRAGMENT LIBRARIES AND METHODS FOR THEIR USE

              	 	 
	
                EP

              	
                99201558.6

              	
                NOVEL
                  FAB FRAGMENT LIBRARIES AND METHODS FOR THEIR USE

              	
                EP1054018

              	 
	
                JP

              	
                2000-618429

              	
                NOVEL
                  FAB FRAGMENT LIBRARIES AND METHODS FOR THEIR USE

              	 	 
	
                US

              	
                09/988,899

              	
                NOVEL
                  FAB FRAGMENT LIBRARIES AND METHODS FOR THEIR USE

              	
                US
                  2002-0102613 A1

              	 
	
                WO

              	
                PCT/US00/13682

              	
                NOVEL
                  FAB FRAGMENT LIBRARIES AND METHODS FOR THEIR USE

              	
                WO00/70023

              	 


      

    

     

    
      
         

      

      
        Schedule
          5
          - Page 4

        
          

        

      

      
         

      

    

     

    
      Schedule
        6

      Dyax
        Antibody Libraries,  Dyax Materials and Dyax
        Know-How

       

      


      [*****]

       

       

       

       

      
        
           

        

        
          Schedule
            6
            - Page 1

          
            

          

        

        
           

        

      

    

     

    
      Schedule
        7

      Private
        & Confidential

       

      


       

      


       

      


       

      


       

      DATED
        AS OF ________________, 200

       

      ____________________________________

       

      CAMBRIDGE
        ANTIBODY TECHNOLOGY LIMITED   (1)

      and

      DYAX
        CORP.   (2)

       

      ____________________________________

       

      DYAX
        PRODUCT LICENCE FOR [    ]

       

      _____________________________________

       

    

     

    
      
         

      

      
        Schedule
          7
          - Page 1

        
          

        

      

      
         

      

    

     

    
      THIS
        AGREEMENT is made as of ____________________, 200___

       

      BETWEEN:

       

      
        	
                (1)

              	
                CAMBRIDGE
                  ANTIBODY TECHNOLOGY LIMITED (Registered in England No. 2451177)
                  whose registered office is at The Milstein Building, Granta Park,
                  Cambridge, Cambridgeshire, CB1 6GH, UK
                  ("CAT").

              


      

       

      
        	
                (2)

              	
                DYAX
                  CORP. a corporation organised and existing under the laws of
                  the
                  State of Delaware having its principal place of business at 300
                  Technology
                  Square, Cambridge, Massachusetts  02139 USA
                  ("Dyax").

              


      

       

      BACKGROUND:

       

      
        	
                (a)

              	
                By
                  the terms of the Amended and Restated Agreement (as defined below),
                  CAT
                  granted Dyax certain options to be granted Dyax Product Licences
                  under the
                  Antibody Phage Display Patents and CAT Know How (all as defined
                  below).

              


      

       

      
        	
                (b)

              	
                Dyax
                  has nominated the Target (which was identified prior to the execution
                  of
                  the Amended and Restated Agreement), and this Target has passed
                  the CAT
                  Gatekeeping Procedure (each as defined
                  below).

              


      

       

      
        	
                (c)

              	
                By
                  this Agreement CAT wishes to grant to Dyax a Dyax Product Licence
                  in
                  respect of Diagnostic Antibody Products and Therapeutic Antibody
                  Products
                  against the Target.

              


      

       

      In
        consideration of the mutual covenants and undertakings set out below,
THE PARTIES AGREE as follows:

       

      1.           Definitions

       

      
        	
                1.1

              	
                In
                  this Agreement, the terms defined in this Clause shall have the
                  meanings
                  specified below:

              


      

       

      
        	
                 

              	
                "Acceptance
                  Fee" means [*****].

              


      

       

      
        	
                 

              	
                [*****].

              


      

       

      
        	
                 

              	
                "Affiliate"
                  means any company, partnership or other entity which directly or
                  indirectly Controls, is Controlled by or is under common Control
                  with any
                  other entity.

              


      

       

      
        	
                 

              	
                "Agreement" means
                  this Dyax Product Licence and any and all Schedules, appendices
                  and other
                  addenda to it as may be amended from time to time in accordance
                  with the
                  provisions of this agreement.

              


      

       

      
        	
                 

              	
                "Amended
                  Agreement" means the Amended and Restated
                  Agreement executed by Dyax and CAT on July 30,
                  2007.

              


      

       

    

    
      
         

      

      
        Schedule
          7
          - Page 2

        
          

        

      

      
         

      

    

     

    
      
        	
                 

              	
                "Antibody" means
                  a molecule or a gene encoding such a molecule comprising or containing
                  one
                  or more immunoglobulin variable domains or parts of such domains
                  or any
                  existing or future fragments, variants, modifications or derivatives
                  thereof.

              


      

       

      
        	
                 

              	
                "Antibody
                  Library" means any antibody library constructed using processes
                  which are covered by a claim of an issued and unexpired patent
                  included
                  within the Antibody Phage Display Patents which has not been held
                  permanently revoked, unenforceable or invalid by a decision of
                  a court or
                  other governmental agency of competent jurisdiction unappealed
                  within the
                  time allowed for appeal, and which has not been admitted to be
                  invalid or
                  unenforceable through reissue or disclaimer or
                  otherwise.

              


      

       

      
        	
                 

              	
                "Antibody
                  Phage Display Patents" means:  (a) the patents and
                  patent applications listed in Schedule 1 and any patents issuing
                  from such patent applications, together with any divisions, registrations,
                  confirmations, reissues, extensions, renewals, continuations,
                  continuations-in-part, revalidations, additions, substitutions,
                  renewals
                  or supplementary protection certificates thereof throughout the
                  world; and
                  (b) any Patent Rights which claim or cover any invention or discovery
                  which is developed by CAT or its Affiliates at any time during
                  the term of
                  this Agreement directly related to Antibody phage display or Antibody
                  Services; provided, however, that Antibody Phage Display Patents
                  shall always exclude (i) CAT Diabodies Patent Rights, (ii) any
                  Patent
                  Rights owned or controlled by CAT which claim or cover Catalytic
                  Antibodies, (iii) any Patent Rights owned or controlled by CAT
                  which claim
                  ribosome display technology, (iv) any Patent Rights which claim
                  Single
                  Domain Antibodies, and (v) any Patent Rights acquired by CAT after
                  the
                  Commencement Date from any Third Party for consideration or as
                  a result of
                  CAT's acquisition of or merger with such Third
                  Party.

              


      

       

      
        	
                 

              	
                "Antibody
                  Services" means the provision of research and/or development
                  services for the identification, generation, derivation or development
                  of
                  one or more CAT Antibody Libraries or Antibodies derived
                  therefrom.

              


      

       

      
        	
                 

              	
                "Business
                  Day" means a day (other than a Saturday or Sunday) on which
                  the
                  banks are ordinarily open for business in the City of London and
                  the
                  Commonwealth of Massachusetts.

              


      

       

      
        	
                 

              	
                "CAT
                  Diabodies Patent Rights" means (a) the
                  Patent Rights entitled "Diabodies – multivalent and multispecific binding
                  proteins, their manufacture and use", PCT/GB93/02492 and (b) the
                  Patent
                  Rights entitled "Retargeting antibodies and diabodies",
                  PCT/GB94/02019.

              


      

       

      
        	
                 

              	
                "CAT
                  Gatekeeping Procedure" means the procedure set out in Schedule
                  2 of the Amended Agreement which CAT has carried out in respect
                  of the
                  Target prior to the grant of this Dyax Product
                  Licence.

              


      

       

      
        	
                 

              	
                "CAT
                  Know-How" means any Confidential
                  Information of CAT which constitutes unpatented know-how, technical
                  and
                  other information related to the subject matter of the Antibody
                  Phage
                  Display Patents as identified in Schedule 2 and as amended from
                  time to time in accordance with Schedule
                  2.

              


      

       

      
        	
                 

              	
                "CAT
                  Licensable Antibody" means any Antibody (including any
                  Bi-Specific or Poly-Specific Antibody) to the Target (a) where
                  such
                  Antibody has been identified, generated, developed, produced or
                  derived by
                  Dyax or a Dyax Sublicensee or its sublicensees and (b) the identification,
                  generation, development, production or derivation of such Antibody
                  uses
                  any of the processes claimed or covered by a claim of an issued
                  and
                  unexpired patent included within the Antibody Phage Display Patents
                  (which
                  has not been held permanently revoked, unenforceable or invalid
                  by a
                  decision of a court or other governmental agency of competent jurisdiction
                  unappealed within the time allowed for appeal, and which has not
                  been
                  admitted to be invalid or unenforceable through reissue or disclaimer
                  or
                  otherwise) or uses the CAT Know-How and (c) which is potentially
                  useful
                  for the development of any Diagnostic Antibody Product and/or any
                  Therapeutic Antibody Product.

              


      

       

    

    
      
         

      

      
        Schedule
          7
          - Page 3

        
          

        

      

      
         

      

    

     

    
      
        	
                 

              	
                "Catalytic
                  Antibodies" means solely those Antibodies
                  which bind to and catalyze the chemical transformation of a substrate
                  and
                  in which an Antibody binding region is involved in said
                  catalysis.

              


      

       

      
        	
                 

              	
                "Commencement
                  Date" means the date of this Agreement first written
                  above.

              


      

       

      
        	
                 

              	
                "Competent
                  Authority" means any national or local agency, authority,
                  department, inspectorate, minister, ministry official, parliament
                  or
                  public or statutory person (whether autonomous or not) of any government
                  of any country having jurisdiction over either any of the activities
                  contemplated by this Agreement or the Parties including the European
                  Commission, the Court of First Instance and the European Court
                  of
                  Justice.

              


      

       

      
        	
                 

              	
                "Controls"
                  means the ownership, directly or indirectly, of more than fifty
                  percent
                  (50%) of the outstanding equity securities of a corporation which
                  are
                  entitled to vote in the election of directors or a more than fifty
                  percent
                  (50%) interest in the net assets or profits of an entity which
                  is not a
                  corporation.

              


      

       

      
        	
                 

              	
                "Diagnostic
                  Antibody Product" means any preparation in the form of a device,
                  compound, kit or service with utility in the diagnosis, prognosis,
                  prediction or disease management of a disorder for any indication
                  which
                  contains, comprises or the process of development or manufacture
                  of which
                  utilises a CAT Licensable Antibody.  The term "Diagnostic
                  Antibody Product" shall not include any Research
                  Product,

              


      

       

      
        	
                 

              	
                "Dyax
                  Therapeutic Antibody Product" means any Therapeutic Antibody
                  Product identified, generated or derived by Dyax for itself or
                  its
                  Affiliates but not a Therapeutic Antibody Product identified, generated
                  or
                  derived by Dyax for, or on behalf of, a Third
                  Party.

              


      

       

      "Dyax
        Sublicensee" means any Third Party who is granted a sublicense under
        Clause 3.4 of this Agreement to Exploit Products against the Target in the
        Territory.

       

      
        	
                 

              	
                "Exploit"
                  means to make, have made, use, sell or
                  import.

              


      

       

      
        	
                 

              	
                "FDA"
                  means the United States Food and Drug Administration, the equivalent
                  Competent Authority in any country of the Territory or any successor
                  bodies thereto.

              


      

       

      
        	
                 

              	
                "First
                  Commercial Sale" means the first commercial sale of any Product
                  by Dyax or a Dyax Sublicensee (or its sublicensee) in any country
                  after
                  grant of a Marketing Authorisation.

              


      

       

    

    
      
         

      

      
        Schedule
          7
          - Page 4

        
          

        

      

      
         

      

    

     

    
      
        	
                 

              	
                "Force
                  Majeure" means any event outside the reasonable control of either
                  Party affecting its ability to perform any of its obligations (other
                  than
                  payment) under this Agreement, including Act of God, fire, flood,
                  lightning, war, revolution, act of terrorism, riot or civil commotion,
                  but
                  excluding strikes, lock-outs or other industrial action, whether
                  of the
                  affected Party's own employees or others, failure of supplies of
                  power,
                  fuel, transport, equipment, raw materials or other goods or
                  services.

              


      

       

      
        	
                 

              	
                "GAAP"
                  means United States generally accepted accounting principles, consistently
                  applied.

              


      

       

      
        	
                 

              	
                "IDE" means
                  an Investigational Device Exemption application, as defined in
                  Title 21 of
                  the United States Code of Federal Regulations, filed with the FDA
                  or an
                  equivalent foreign filing.

              


      

       

      
        	
                 

              	
                "IND" means
                  an Investigational New Drug Application, as defined in Title 21
                  of the
                  United States Code of Federal Regulations, that is required to
                  be filed
                  with the FDA before beginning Phase I Clinical Trials of any Therapeutic
                  Antibody Product in human subjects, or an equivalent foreign
                  filing.

              


      

       

      
        	
                 

              	
                "Major
                  Market" means any one of the following:  (i) the United
                  States of America, (ii) any country in Europe which is subject to the
                  Marketing Authorisation procedure of the European Medicines Evaluation
                  Agency, or (iii) Japan.

              


      

       

      
        	
                 

              	
                "Marketing
                  Authorisation" means any approval (including all applicable
                  pricing and governmental reimbursement approvals) required from
                  the FDA or
                  relevant Competent Authority to market and sell a Product in a
                  particular
                  country.

              


      

       

      
        	
                 

              	
                "Net
                  Sales" means, with respect to a Product sold by Dyax or a Dyax
                  Sublicensee (or its sublicensees), the price invoiced by that party
                  to the
                  relevant purchaser (or in the case of a sale or other disposal
                  otherwise
                  than at arm's length, the price which would have been invoiced
                  in a bona
                  fide arm's length contract or sale) but deducting the costs of
                  packing,
                  transport and insurance, customs duties, any credits actually given
                  for
                  returned or defective Products, normal trade discounts actually
                  given, and
                  sales taxes, VAT or other similar tax charged on and included in
                  the
                  invoice price to the purchaser.

              


      

       

      
        	
                 

              	
                "Party"
                  means CAT or Dyax.

              


      

       

      
        	
                 

              	
                "Patent
                  Rights" means any patent applications and any patents issuing
                  from such patent applications, author certificates, inventor certificates,
                  utility certificates, improvement patents and models, and certificates
                  of
                  addition and all counterparts of them throughout the Territory,
                  including
                  any divisional applications and patents, filings, renewals, continuations,
                  continuations-in-part, patents of addition, extensions, reissues,
                  substitutions, confirmations, registrations, revalidation and additions
                  of
                  or to any of them, as well as any supplementary protection certificates
                  and equivalent protection rights in respect of any of
                  them.

              


      

       

      
        	
                 

              	
                "Pharmacia
                  Agreement" means the agreement between CAT and Pharmacia P-L
                  Biochemicals Inc.  dated 11 September
                  1991.

              


      

       

    

    
      
         

      

      
        Schedule
          7
          - Page 5

        
          

        

      

      
         

      

    

     

    
      
        	
                 

              	
                "Pharmacia
                  P-L Biochemicals Inc." means Pharmacia P-L
                  Biochemicals Inc (now known as Amersham
                  Biosciences).

              


      

       

      
        	
                 

              	
                "Phase
                  I Clinical Trial" means a human clinical trial in any country
                  that is intended to initially evaluate the safety of an investigational
                  Product in volunteer subjects or patients that would satisfy the
                  requirements of 21 CFR 312.21(a), or its foreign equivalent and
                  may
                  evaluate the Product's therapeutic or antigenic
                  effects.

              


      

       

      
        	
                 

              	
                "Phase
                  III Clinical Trial" means a pivotal human clinical trial in any
                  country the results of which could be used to establish safety
                  and
                  efficacy of a Product as a basis for a marketing application that
                  would
                  satisfy the requirements of 21 CFR
                  312.21(c).

              


      

       

      
        	
                 

              	
                "Primary
                  Application" means a major application of an Antibody against the
                  Target as ascertained at the time of assessment using objective
                  and
                  reasonable scientific and/or commercial criteria, data and/or
                  information.  Primary Application shall not mean any minor or
                  incidental application.

              


      

       

      
        	
                 

              	
                "Product"
                  means a Diagnostic Antibody Product or a Therapeutic Antibody
                  Product.

              


      

       

      
        	
                 

              	
                "Dyax
                  Product Licence" means the licence granted to Dyax pursuant to
                  Clause 2 of this Agreement.

              


      

       

      
        	
                 

              	
                "Quarter"
                  means each period of three (3) months ending on March 31, June
                  30,
                  September 30, or December 31 and "Quarterly" shall be
                  construed accordingly.

              


      

       

      
        	
                 

              	
                "Research
                  Products" means any product in relation to
                  which Pharmacia P-L has an exclusive licence from CAT pursuant
                  to the
                  Pharmacia Agreement.

              


      

       

      
        	
                 

              	
                "Single
                  Domain Antibodies" means an Antibody containing only a single
                  domain (heavy or light).

              


      

       

      
        	
                 

              	
                "Status
                  Report" has the meaning set forth in Clause
                  4.1.

              


      

       

      
        	
                 

              	
                "Target"
                  means [        ], as set out in
                  Schedule 3.

              


      

       

      
        	
                 

              	
                "Territory"
                  means all countries of the world.

              


      

       

      
        	
                 

              	
                "Therapeutic
                  Antibody Product" means any preparation for the treatment or
                  prevention of disease, infection or other condition in humans for
                  any
                  indication which contains, comprises, or the process of development
                  or
                  manufacture of which utilises, a CAT Licensable Antibody.  The
                  term "Therapeutic Antibody Product" shall not include any
                  Research Product, "Third Party" means any entity or
                  person other than Dyax, CAT or their respective
                  Affiliates.

              


      

       

      
        	
                 

              	
                "Valid
                  Claim" means a claim of an issued and
                  unexpired patent included within the Antibody Phage Display Patents
                  which
                  have been licensed to CAT by the MRC which has not been held permanently
                  revoked, unenforceable or invalid by a decision of a court or other
                  governmental agency of competent jurisdiction unappealed within
                  the time
                  allowed for appeal, and which has not been admitted to be invalid
                  or
                  unenforceable through reissue or disclaimer or
                  otherwise.

              


      

       

    

    
      
         

      

      
        Schedule
          7
          - Page 6

        
          

        

      

      
         

      

    

     

    
      
        	
                 

              	
                "Year"
                  means initially the period from the Commencement Date to the end
                  of that
                  calendar year, and subsequently a calendar
                  year.

              


      

       

      
        	
                1.2

              	
                The
                  headings to clauses are inserted for convenience only and shall
                  not affect
                  the interpretation or construction of this
                  Agreement.

              


      

       

      
        	
                1.3

              	
                Words
                  imparting the singular shall include the plural and vice
                  versa.  References to persons include an individual, company,
                  corporation, firm or partnership.

              


      

       

      
        	
                1.4

              	
                The
                  words and phrases "other", "including" and "in particular" shall
                  not limit
                  the generality of any preceding words or be construed as being
                  limited to
                  the same class as any preceding words where a wider construction
                  is
                  possible.

              


      

       

      
        	
                1.5

              	
                References
                  to any statute or statutory provisions of the United Kingdom shall
                  include
                  (i) any subordinate legislation made under it, (ii) any provision
                  which it has superseded or re-enacted (whether with or without
                  modification), and (iii) any provision which subsequently supersedes
                  it or
                  re-enacts it (whether with or without modification.  References
                  to any statute or regulation of the United States of America means
                  that
                  statute or regulation as it may be amended, supplemented or otherwise
                  modified from time to time, and any successor statute or
                  regulation.

              


      

       

      2.           Grant
        of Dyax Product Licence

       

      
        	
                2.1

              	
                Subject
                  to Clause 2.4 below, CAT hereby grants to Dyax and its Affiliates
                  a
                  non-exclusive, royalty-bearing licence (on the terms of this Agreement)
                  with the right to sublicense (on the terms of Clause 3) under the
                  Antibody
                  Phage Display Patents and CAT Know-How to Exploit Products against
                  the
                  Target in the Territory.

              


      

       

      
        	
                2.2

              	
                The
                  Dyax Product Licence granted under this Agreement is pursuant to
                  Dyax's
                  exercise of one (1) option from the [*****] under the Amended
                  Agreement.

              


      

       

      
        	
                2.3

              	
                For
                  the avoidance of doubt, no rights are granted by CAT under this
                  Agreement
                  to any CAT Diabodies Patent Rights, and any Patent Rights owned
                  or
                  controlled by CAT which claim Catalytic Antibodies, ribosome display
                  technology, any Patent Rights which claim Single Domain Antibodies
                  and no
                  rights are granted by CAT in this Agreement under the Antibody
                  Phage
                  Display Patents to Exploit Research
                  Products.

              


      

       

      
        	
                2.4

              	
                This
                  Dyax Product Licence shall come into effect upon the date that
                  the
                  Acceptance Fee is received by CAT.  The Acceptance Fee shall not
                  be refundable or creditable against any other sums which may be
                  payable by
                  Dyax or a Dyax Sublicensee to CAT pursuant to this
                  Agreement.

              


      

       

    

    
      
         

      

      
        Schedule
          7
          - Page 7

        
          

        

      

      
         

      

    

     

    
      3.           Sub-Licensing

       

      
        	
                3.1

              	
                Dyax
                  will, if requested by CAT, inform CAT of the identity of all Dyax
                  Sublicensees (and their sublicensees) in relation to this
                  Agreement.

              


      

       

      
        	
                3.2

              	
                Dyax
                  will ensure that any Third Party which receives a sublicence of
                  its rights
                  in accordance with the terms of this Agreement executes a written
                  agreement which requires the Third Party to abide bythe terms of
                  this
                  Agreement.

              


      

       

      
        	
                3.3

              	
                Dyax
                  will be liable for any breach of the sublicences granted in accordance
                  with Clause 3.2.

              


      

       

      
        	
                3.4

              	
                For
                  the avoidance of doubt, the rights granted to Dyax to Exploit Products
                  against the Target in the Territory may be sublicensed to one or
                  more
                  Third Parties (and further sublicensed by any such Third Party),
                  provided
                  that any such sublicense would remain subject to the terms and
                  conditions
                  of this Agreement.

              


      

       

      4.           Status
        Report

       

      
        	
                4.1

              	
                Dyax
                  will provide to CAT a brief summary of the status of each Product
                  against
                  the Target that Dyax or Dyax Sublicensees desire to Exploit under
                  this
                  Agreement ("Status Report").  During the Term,
                  Dyax will submit such Status Report to CAT for a particular Product
                  prior
                  to the time Dyax or Dyax Sublicensees begin the first human clinical
                  trial
                  with respect to such
                  Product.  [*****].

              


      

       

      5.           Gatekeeping

       

      The
        Parties acknowledge that, as of the Commencement Date, the Target has passed
        CAT's Gatekeeping Procedure under the Amended Agreement.

       

      6.           Consideration

       

      
        	
                6.1

              	
                Therapeutic
                  Antibody Products

              


      

       

      
        	
                 

              	
                6.1.1

              	
                With
                  respect to Therapeutic Antibody Products, Dyax shall pay to CAT
                  the
                  following payments upon achievement of the specified milestones
                  by Dyax or
                  a Dyax Sublicensee (or its sublicensee) for the first Therapeutic
                  Antibody
                  Product to achieve the relevant
                  milestone:

              


      

       

      
        	
                Initiation
                  of first Phase I Clinical Trial

              	
                US
                  $[*****]

              
	
                Initiation
                  of first Phase III Clinical Trial

              	
                US
                  $[*****]

              
	
                First
                  filing for Marketing Authorisation in one Major Market
                  country

              	
                US
                  $[*****]

              
	
                Marketing
                  Authorisation granted in the United States

              	
                US
                  $[*****]

              


      

    

     

    
      
         

      

      
        Schedule
          7
          - Page 8

        
          

        

      

      
         

      

    

     

    
      
        	
                 

              	
                6.1.2

              	
                With
                  respect to Therapeutic Antibody Products, Dyax shall pay CAT royalties
                  in
                  an amount equal to [*****] percent [*****] of Net
                  Sales of the Therapeutic Antibody Product sold by or on behalf
                  of Dyax or
                  the Dyax Sublicensee.

              


      

       

      
        	
                6.2

              	
                Diagnostic
                  Products

              


      

       

      
        	
                 

              	
                6.2.1

              	
                With
                  respect to Diagnostic Antibody Products, Dyax shall pay to CAT
                  the
                  following payments upon achievement by Dyax or a Dyax Sublicensee
                  (or its
                  sublicensee) of the milestones set out below.  For the avoidance
                  of doubt the milestone payments shall be payable in respect of
                  the first
                  Diagnostic Antibody Product to achieve the relevant
                  milestone:

              


      

       

      
        	
                First
                  filing for Marketing Authorisation in one Major Market
                  country

              	
                US
                  $[*****]

              
	
                Marketing
                  Authorisation granted in each Major Market Country

              	
                US
                  $[*****]

              


      

      


      
        	
                 

              	
                6.2.2

              	
                With
                  respect to Diagnostic Antibody Products, Dyax shall pay CAT royalties
                  on a
                  country-by-country basis in an amount equal to [*****] of Net Sales
                  of
                  Diagnostic Antibody Products sold by or on behalf of Dyax or any
                  Dyax
                  Sublicensee.

              


      

       

      
        	
                6.3

              	
                All
                  royalties due to CAT pursuant to Clauses 6.1.2 and 6.2.2 shall
                  be payable
                  on a country-by-country basis until the last Valid Claim expires
                  or ten
                  (10) years from the date of First Commercial Sale of such Product,
                  whichever occurs later.

              


      

       

      7.           Provisions
        Relating to Payment of Consideration

       

      
        	
                7.1

              	
                All
                  milestone payments shall be paid by Dyax within [*****] days of
                  the
                  applicable milestone being achieved and no milestone payments shall
                  be
                  refundable or creditable against any other sum payable by Dyax
                  hereunder
                  for any reason.

              


      

       

      
        	
                7.2

              	
                Dyax
                  shall make the payments due to CAT under Clause 6 above in United
                  States
                  dollars (if Dyax in turn receives payment in dollars) or in pounds
                  sterling (if Dyax in turn receives payment in pound sterling),
                  or Euros
                  (if Dyax in turn receives payment in Euros).  Where Dyax
                  receives payment in a currency other than United States dollars,
                  pounds
                  sterling or Euros, Dyax will convert the relevant sum into pounds
                  sterling
                  (or Euros if Euros have replaced pounds sterling at the time of
                  payment).  Dyax will use the conversion rate reported in the
                  Financial Times two (2) Business Days before the day on which Dyax
                  pays
                  CAT.  Such payment will be made without deduction of exchange,
                  collection or other charges.  All payments will be made at
                  Quarterly intervals.  Within [*****] days of the end of each
                  Quarter after the First Commercial Sale of each Product in any
                  country,
                  Dyax shall prepare a statement which shall show on a country-by-country
                  basis for the previous Quarter Net Sales of each Product by Dyax
                  or its
                  Affiliates and all monies due to CAT based on such Net
                  Sales.  That statement shall include details of Net Sales broken
                  down to show the country of the sales and the total Net Sales by
                  Dyax or
                  its Affiliates in such country and shall be submitted to CAT within
                  such
                  [*****] day period together with remittance of the monies
                  due.  With respect to Net Sales of a Product by a Dyax
                  Sublicensee (or its sublicensee) Dyax shall prepare a statement
                  which will
                  include the same information and remit that statement and any monies
                  due
                  within the same period except with regard to any Dyax Sublicensee
                  with
                  which Dyax has a licence agreement relating to the technology of
                  Antibody
                  phage display as of the Commencement Date where the remittance
                  will be
                  made at Quarterly intervals within [*****] days of the date royalties
                  are
                  due to Dyax from such existing Dyax
                  Sublicensees.

              


      

       

      
        
           

        

        
          Schedule
            7
            - Page 9

          
            

          

        

        
           

        

      

    

     

    
      
        	
                7.3

              	
                All
                  payments shall be made free and clear of and without deduction
                  or
                  deferment in respect of any disputes or claims whatsoever and/or
                  as far as
                  is legally possible in respect of any taxes imposed by or under
                  the
                  authority of any government or public
                  authority.  [*****].

              


      

       

      
        	
                7.4

              	
                Dyax
                  shall keep and shall procure that its Affiliates and Dyax Sublicensees
                  keep true and accurate records and books of account containing
                  all data
                  necessary for the calculation of the amounts payable by it to CAT
                  pursuant
                  to this Agreement.  Those records and books of account shall be
                  kept for seven (7) years following the end of the Year to which
                  they
                  relate.  Upon CAT's written request, a firm of accountants
                  appointed by agreement between the Parties or, failing such agreement
                  within ten (10) Business Days of the initiation of discussions
                  between
                  them on this point CAT shall have the right to cause an international
                  firm
                  of independent certified public accountants that has not performed
                  auditing or other services for either Party or their Affiliates
                  (or, if
                  applicable, any Dyax Sublicensee with rights to the Product in
                  question)
                  acceptable to Dyax or the Dyax Sublicensee such acceptance not
                  to be
                  unreasonably withheld to inspect such records and books of
                  account.  In particular such
                  firm:

              


      

       

      
        	
                 

              	
                7.4.1

              	
                shall
                  be given access to and shall be permitted to examine and copy such
                  books
                  and records of Dyax and its Affiliates and Dyax Sublicensees upon
                  twenty
                  (20) Business Days notice having been given by CAT and at all reasonable
                  times on Business Days for the purpose of certifying that the Net
                  Sales or
                  other relevant sums calculated by Dyax and its Affiliates and Dyax
                  Sublicensees during any Year were reasonably calculated, true and
                  accurate
                  or, if this is not their opinion, certify the Net Sales figure
                  or other
                  relevant sums for such period which in their judgment is true and
                  correct;

              


      

       

      
        	
                 

              	
                7.4.2

              	
                prior
                  to any such examination taking place, such firm of accountants
                  shall
                  undertake to Dyax and its Affiliates and Dyax'
                  Sublicensees that they shall keep all information
                  and data contained in such books and records, strictly confidential
                  and
                  shall not disclose such information or copies of such books and
                  records to
                  any third person including CAT, but shall only use the same for
                  the
                  purpose of calculations which they need to perform in order to
                  issue the
                  certificate to which this Clause
                  envisages;

              


      

       

      
        	
                 

              	
                7.4.3

              	
                any
                  such access examination and certification shall occur no more than
                  once
                  per Year and will not go back over records more than two (2) years
                  old;

              


      

       

      
        	
                 

              	
                7.4.4

              	
                Dyax
                  and its Affiliates and Dyax Sublicensees shall make available personnel
                  to
                  answer queries on all books and records required for the purpose
                  of that
                  certification; and

              


      

       

      
        	
                 

              	
                7.4.5

              	
                the
                  cost of the accountant shall be the responsibility of Dyax if the
                  certification shows it to have underpaid monies to CAT by more
                  than
                  [*****] and the responsibility of CAT
                  otherwise.

              


      

       

    

    
      
         

      

      
        Schedule
          7
          - Page 10

        
          

        

      

      
         

      

    

     

    
      
        	
                7.5

              	
                All
                  payments due to CAT under the terms of this Agreement are expressed
                  to be
                  exclusive of value added tax (VAT) howsoever
                  arising.  [*****].

              


      

       

      
        	
                7.6

              	
                All
                  payments made to CAT under this Agreement shall be made to the
                  bank
                  account of CAT as notified by CAT to Dyax from time to
                  time.

              


      

       

      
        	
                7.7

              	
                If
                  Dyax fails to make any payment to CAT hereunder on the due date
                  for
                  payment, without prejudice to any other right or remedy available
                  to CAT
                  it shall be entitled to charge  Dyax interest (both before and
                  after judgment) of the amount unpaid at the annual rate of LIBOR
                  (London
                  Interbank Offering Rate) plus [*****] calculated on a daily basis
                  until
                  payment in full is made without prejudice to CAT's right to receive
                  payment on the due date.

              


      

       

      8.           Confidentiality

       

      
        	
                8.1

              	
                With
                  respect to any confidential information received from the other
                  Party
                  ("Confidential Information"), each Party
                  undertakes and agrees to:

              


      

       

      
        	
                 

              	
                (a)

              	
                only
                  use the Confidential Information for the purposes envisaged under
                  this
                  Agreement and not to use the same for any other purpose
                  whatsoever;

              


      

       

      
        	
                 

              	
                (b)

              	
                ensure
                  that only those of its officers and employees who are directly
                  concerned
                  with the carrying of this Agreement have access to the Confidential
                  Information on a strictly "need to know" basis and are informed
                  of the
                  secret and confidential nature of
                  it;

              


      

       

      
        	
                 

              	
                (c)

              	
                keep
                  the Confidential Information secret, confidential, safe and secure
                  and
                  shall not directly or indirectly disclose or permit to be disclosed
                  the
                  same to any Third Party, including any consultants or other advisors,
                  without the prior written consent of the disclosing Party except
                  to the
                  extent disclosure is necessary in connection with its use as envisaged
                  under this Agreement;

              


      

       

      
        	
                 

              	
                (d)

              	
                ensure
                  that the Confidential Information will not be covered by any lien
                  or other
                  encumbrance in any way, and

              


      

       

      
        	
                 

              	
                (e)

              	
                not
                  copy, reproduce or otherwise replicate for any purpose or in any
                  manner
                  whatsoever any documents containing the Confidential Information
                  except to
                  the extent necessary in connection with its use as envisaged under
                  this
                  Agreement.

              


      

       

      For
        the
        avoidance of doubt, the Parties agree that the identity of the Target, any
        information related to the Target provided to CAT by Dyax, and the Status
        Report
        is the Confidential Information of Dyax.

      
        	
                8.2

              	
                The
                  obligations referred to in Clause 8.1 above shall not extend to
                  any
                  Confidential Information which:

              


      

       

      
        	
                 

              	
                (a)

              	
                is
                  or becomes generally available to the public otherwise than be
                  reason of
                  breach by a recipient Party of the provision of Clause
                  8.1;

              


      

       

    

    
      
         

      

      
        Schedule
          7
          - Page 11

        
          

        

      

      
         

      

    

     

    
      
        	
                 

              	
                (b)

              	
                is
                  known to the recipient Party and is at its free disposal (having
                  been
                  generated independently by the recipient Party or a Third Party
                  in
                  circumstances where it has not been derived directly or indirectly
                  from
                  the disclosing Party's Confidential Information prior to its receipt
                  from
                  the disclosing Party), provided that evidence of such knowledge
                  is
                  furnished by the recipient Party to the disclosing Party within
                  twenty-eight (28) days of recipient of that Confidential
                  Information;

              


      

       

      
        	
                 

              	
                (c)

              	
                is
                  subsequently disclosed to the recipient Party without obligations
                  of
                  confidence by a Third Party owing no such obligations to the disclosing
                  Party in respect of that Confidential
                  Information;

              


      

       

      
        	
                 

              	
                (d)

              	
                is
                  required by law to be disclosed (including as part of any regulatory
                  submission or approval process) and then only when prompt written
                  notice
                  of this requirement has been given to the disclosing Party so that
                  it may,
                  if so advised, seek appropriate relief to prevent such disclosure,
                  provided always that in such circumstances such disclosure shall
                  be only
                  to the extent so required and shall be subject to prior consultation
                  with
                  the disclosing Party with a view to agreeing on the timing and
                  content of
                  such disclosure.

              


      

       

      
        	
                8.3

              	
                No
                  public announcement or other disclosures to Third Parties concerning
                  the
                  terms of this Agreement shall be made, whether directly or indirectly,
                  by
                  either Party (except confidential disclosures to professional advisors)
                  without first obtaining the approval of the other Party and agreement
                  upon
                  the nature and text of such announcement or disclosure with the
                  exceptions
                  that:

              


      

       

      
        	
                 

              	
                (a)

              	
                a
                  Party may disclose those terms which it is required by regulation
                  or law
                  to disclose, provided that it takes advantage of all provisions
                  to keep
                  confidential as many terms of this Agreement as possible;
                  and

              


      

       

      
        	
                 

              	
                (b)

              	
                the
                  Party desiring to make any such public announcement or other disclosure
                  shall inform the other Party of the proposed announcement or disclosure
                  in
                  reasonably sufficient time prior to public release, and shall provide
                  the
                  other Party with a written copy thereof in order to allow such
                  Party to
                  comment upon such announcement or disclosure.  Each Party agrees
                  that it shall cooperate fully with the other with respect to all
                  disclosures regarding this Agreement to the U.S. Securities Exchange
                  Commission, the UK Stock Exchange and any other comparable body
                  including
                  requests for confidential information or proprietary information
                  of either
                  Party included in any such
                  disclosure.

              


      

       

      9.           Indemnification

       

      
        	
                9.1

              	
                Dyax
                  hereby indemnifies CAT and its Affiliates and their directors,
                  officers,
                  employees and agents and their respective successors, heirs and
                  assigns
                  (the "CAT Indemnitees") against any liability, damage,
                  loss or expense (including attorneys fees and expenses of litigation)
                  incurred by or imposed upon the CAT Indemnitees or any one of them
                  in
                  connection with any claims, suits, actions, demands or judgments
                  by or in
                  favour of any Third Party concerning any manufacture, use or sale
                  of any
                  Product by Dyax or any Dyax Sublicensee (or their sublicensee).
                  In
                  addition, each Dyax Sublicensee (or their sublicensee) shall indemnify
                  the
                  CAT Indemnitees against any liability, damage, loss or expense
                  (including
                  attorneys fees and expenses of litigation) incurred by or imposed
                  upon the
                  CAT Indemnitees or any one of them in connection with any claims,
                  suits,
                  actions, demands or judgments by or in favour of any Third Party
                  concerning any manufacture, use or sale of any Product by such
                  Dyax
                  Sublicensee (or their sublicensee).

              


      

       

      
        
           

        

        
          Schedule
            7
            - Page 12

          
            

          

        

        
           

        

      

    

     

    
      
        	
                9.2

              	
                CAT
                  shall not be liable to Dyax and Dyax Sublicensee (or its sublicensee)
                  in
                  respect of any liability, loss, damage or expense (including attorneys
                  fees and expenses of litigation) incurred or suffered by Dyax and
                  Dyax
                  Sublicensees (or its sublicensee) in connection with the manufacture,
                  use
                  or sale of any Products by Dyax and Dyax Sublicensees (or its
                  sublicensee).

              


      

       

      
        	
                9.3

              	
                CAT
                  gives no warranty or representation that the Antibody Phage Display
                  Patents are, or will be, valid or that the exercise of the rights
                  granted
                  under this Agreement will not result in the infringement of patents
                  of
                  Third Parties.

              


      

       

      10.           Infringement
        and Patent Prosecution

       

      
        	
                10.1

              	
                Dyax
                  shall notify CAT promptly of any proceedings or applications for
                  revocation of any of the Antibody Phage Display Patents emanating
                  from a
                  Third Party that comes to its notice or if a Third Party takes
                  or
                  threatens to take any proceedings for infringement of any patents
                  of that
                  Third Party by reason of Dyax's use or operation of the Antibody
                  Phage
                  Display Patents or manufacture, use or sale of the
                  Products.  Dyax shall notify CAT promptly of any infringement of
                  the Antibody Phage Display Patents by a Third Party which may come
                  to its
                  attention during the term of the Dyax Product Licence, except Dyax
                  shall
                  have no obligation to so notify CAT with respect to any infringement
                  by an
                  academic or not-for-profit entity which occurs by reason of such
                  entity
                  carrying out research activities provided such activities are,
                  as far as
                  Dyax is aware, not being carried out with a view to commercialising
                  a
                  product or otherwise for profit.

              


      

       

      
        	
                10.2

              	
                CAT
                  shall have the sole right and responsibility, at its sole discretion
                  and
                  cost and with reasonable assistance from Dyax, to file, prosecute
                  and
                  maintain the Antibody Phage Display Patents and for the conduct
                  of any
                  lawsuits, claims or proceedings challenging the validity or enforceability
                  thereof including, without limitation, any interference or opposition
                  proceeding relating thereto in all countries.  For the avoidance
                  of doubt, Dyax and Dyax Sublicensees will have the right to conduct
                  any
                  proceedings relating to its Product including any proceedings relating
                  to
                  product liability.

              


      

       

      11.           Termination

       

      
        	
                11.1

              	
                Unless
                  terminated under this Clause 11, this Agreement shall commence
                  on the
                  Commencement Date and shall terminate, on a country-by-country
                  and
                  Product-by-Product basis upon the last to expire of claims of an
                  issued
                  and unexpired patent within the Antibody Phage Display Patents
                  (which has
                  not been held permanently revoked, unenforceable or invalid by
                  a decision
                  of a court or other governmental agency of competent jurisdiction
                  unappealed within the time allowed for appeal, and which has not
                  been
                  admitted to be invalid or unenforceable through reissue or disclaimer
                  or
                  otherwise) or (b) the date upon which no payments are due to CAT
                  under
                  Clause 6 of this Agreement, whichever occurs
                  later.

              


      

       

    

    
      
         

      

      
        Schedule
          7
          - Page 13

        
          

        

      

      
         

      

    

     

    
      
        	
                11.2

              	
                CAT
                  shall have the right to terminate this Agreement in the event
                  that:

              


      

       

      
        	
                 

              	
                11.2.1

              	
                Dyax
                  or a Dyax Sublicensee (or its sublicensee) has not filed an IND
                  for a
                  Therapeutic Antibody Product, or a 510(k) or IDE for a Diagnostic
                  Antibody
                  Product within [*****] after the Commencement Date; provided however,
                  that
                  Dyax shall have the right to extend such period in annual increments
                  by up
                  to [*****], upon the following
                  terms:

              


      

       

      
        	
                First
                  Annual Extension

              	
                $[*****]

              
	
                Second
                  Annual Extension

              	
                $[*****]

              


      

      


      In
        order
        for Dyax to be granted an extension under this Clause 11.2.1, the foregoing
        amounts must be received by CAT prior to the date of expiration.  All
        amounts received by CAT under this Clause 11.2.1 will be credited against
        any
        milestones and royalties that would otherwise be due to CAT under the terms
        of
        the Product License; or

       

      
        	
                 

              	
                11.2.2

              	
                Dyax
                  or a Dyax Sublicensee (or its sublicensee) directly or indirectly
                  opposes
                  or assists any Third Party to oppose the grant of letters patent
                  or any
                  patent application within the Antibody Phage Display Patents, or
                  disputes
                  or directly or indirectly assists any Third Party to dispute the
                  validity
                  of any patent within the Antibody Phage Display Patents or any
                  of the
                  claims thereof.

              


      

       

      
        	
                11.3

              	
                In
                  the event that either Party commits a material breach of any of
                  its
                  material obligations with respect to this Agreement, and such Party
                  fails
                  to remedy that breach within ninety (90) days after receiving written
                  notice thereof from the other Party, that other Party may immediately
                  terminate this Agreement upon written notice to the breaching
                  Party.

              


      

       

      
        	
                11.4

              	
                Either
                  Party may terminate this Agreement in its entirety by giving notice
                  in
                  writing to the other Party if any one or more of the following
                  events
                  happens:

              


      

       

      
        	
                 

              	
                (a)

              	
                the
                  other Party has any distress or execution levied on the major portion
                  of
                  its assets (as determined by its balance sheet in accordance with
                  GAAP)
                  which is not paid out within thirty (30) days of its being
                  levied;

              


      

       

      
        	
                 

              	
                (b)

              	
                the
                  other Party calls a meeting for the purpose of passing a resolution
                  to
                  wind it up, or such a resolution is passed, or the other Party
                  presents,
                  or has presented, a petition for a winding up order, or presents,
                  or has
                  presented, a petition to appoint an administrator, or has an
                  administrative receiver, or receiver, liquidator or other insolvency
                  practitioner appointed over all or any substantial part of its
                  business,
                  undertaking, property or assets;

              


      

       

      
        	
                 

              	
                (c)

              	
                the
                  other Party stops or suspends making payments (whether of principal
                  or
                  interest) with respect to substantially all of its debts or announces
                  an
                  intention to do so or the other Party suspends or ceases to carry
                  on its
                  business;

              


      

       

      
        	
                 

              	
                (d)

              	
                a
                  secured lender to the other Party holding a security interest over
                  the
                  major portion of the tangible assets (as determined by its balance
                  sheet
                  in accordance with GAAP) of such other Party takes any steps to
                  obtain
                  possession of the property on which it has security or otherwise
                  to
                  enforce its security;

              


      

       

      
        
           

        

        
          Schedule
            7
            - Page 14

          
            

          

        

        
           

        

      

       

      
        	
                 

              	
                (e)

              	
                the
                  other Party suffers or undergoes any procedure analogous to any
                  of those
                  specified in Clause 11.4(a)-(d) above or any other procedure available
                  in
                  the country in which the other Party is constituted, established
                  or
                  domiciled against or to an insolvent debtor or available to the
                  creditors
                  of such a debtor.

              


      

       

      
        12.           Consequences
          of Termination

         

        
          	
                  12.1

                	
                  Upon
                    termination of this Agreement for any reason
                    whatsoever:

                


        

         

        
          	
                   

                	
                  (a)

                	
                  the
                    relationship of the Parties hereunder shall cease save as (and
                    to the
                    extent) expressly provided for in this Clause
                    12;

                


        

         

        
          	
                   

                	
                  (b)

                	
                  any
                    sublicenses granted by Dyax in accordance with the terms of this
                    Agreement
                    will continue in force provided that such sublicensees are not
                    in breach
                    of the relevant sublicense and that each sublicensee agrees to
                    enter into
                    a direct agreement with CAT upon the terms of this
                    Agreement;

                


        

         

        
          	
                   

                	
                  (c)

                	
                  Dyax
                    shall immediately return or procure to be returned to CAT at
                    such place as
                    it directs and at the expense of Dyax (or if CAT so requires
                    by notice to
                    Dyax in writing, destroy) all CAT Know-How together with all
                    copies of
                    such CAT Know-How in its possession or under its
                    control;

                


        

         

        
          	
                   

                	
                  (d)

                	
                  The
                    following provisions shall survive expiration or termination
                    of this
                    Agreement: Clauses 7 (in relation to any accrued payment obligations
                    of
                    Dyax prior to termination or expiry), 8, 9, 12, 13 and 15;
                    and

                


        

         

        
          	
                   

                	
                  (e)

                	
                  Expiry
                    or termination of this Agreement shall not affect the rights
                    and
                    obligations of the Parties accrued prior to such expiry or termination
                    including any accrued obligation for Dyax to make any payments
                    under
                    Clause 6.

                


        

         

        13.           Dispute
          Resolution

         

        
          	
                  13.1

                	
                  Any
                    dispute arising between the Parties relating to, arising out
                    of or in any
                    way connected with this Agreement or any term or condition thereof,
                    or the
                    performance by either Party of its obligations hereunder, whether
                    before
                    or after termination of this Agreement, shall be referred to
                    the Chief
                    Executive Officers of each of the Parties.  The Chief Executive
                    Officers shall meet to resolve such deadlock within thirty (30)
                    days of
                    the date that the dispute is referred to them, at a time and
                    place
                    mutually acceptable to them.  Any dispute that has not been
                    resolved following good faith negotiations of the Chief Executive
                    Officers
                    for a period of thirty (30) days shall be referred to and finally
                    settled
                    by binding arbitration in accordance with the then current Commercial
                    Arbitration Rules of the American Arbitration
                    Association.  There shall be three (3) arbitrators, each Party
                    to designate one arbitrator and the two Party-designated arbitrators
                    to
                    select the third arbitrator.  The Party initiating recourse to
                    arbitration shall include in its notice of arbitration its appointment
                    of
                    an arbitrator.  The appointing authority, in the event a Party
                    does not or the Parties do not appoint arbitrator(s), shall be
                    the
                    American Arbitration Association in [*****].  The place of
                    arbitration shall be [*****]. The language to be used in the
                    arbitration
                    shall be English.  Any determination by the arbitration panel
                    shall be final and conclusively binding.  Judgement on any
                    arbitration award may be entered in any court having jurisdiction
                    thereof.  Each Party shall bear its own costs and expenses
                    incurred in the arbitration; provided that the arbitration panel
                    may
                    assess the costs and expenses of the prevailing Party, including
                    reasonable attorneys fees, against the non-prevailing
                    Party.

                


        

         

      

      
        
           

        

        
          Schedule
            7
            - Page 15

          
            

          

        

        
           

        

      

    

     

    
      14.           Notices

       

      
        	
                14.1

              	
                All
                  notices, requests, demands and other communications 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, recognized 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 CAT:

              
	 	
                Dyax
                  Corp.

              	
                Cambridge
                  Antibody Technology Limited

              
	 	
                300
                  Technology Square

              	
                The
                  Milstein Building

              
	 	
                Cambridge,
                  MA  02139

              	
                Granta
                  Park, Cambridge

              
	 	
                Attention:  Chief
                  Executive Officer

              	
                Cambridgeshire  CB1
                  6GH

              
	 	
                Facsimile:  (617)
                  225-2501

              	
                United
                  Kingdom

              
	 	
                Attention:  Company
                  Secretary

              	
                Facsimile:  011-44-(0)1223
                  471472

              


      

    

     

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

       

      15.           Governing
        Law

       

      
        	
                15.1

              	
                This
                  Agreement shall be governed by and construed in accordance with
                  the laws
                  of the [*****].

              


      

       

      
        	
                15.2

              	
                Save
                  as provided in this Clause, the United Kingdom Legislation entitled
                  the
                  Contracts (Rights of Third Parties) Act 1999 will not apply to
                  this
                  Agreement.  No person, other than a CAT Indemnitee (as defined
                  in Clause 9.1), who is not a Party to this Agreement (including
                  any
                  employee, officer, agent, representative or subcontractor of either
                  Party)
                  will have the right (whether under the Contracts (Rights of Third
                  Parties)
                  Act 1999 or otherwise) to enforce any term of this Agreement which
                  expressly or by implication confers a benefit on that person without
                  the
                  express prior agreement in writing of the Parties which agreement
                  must
                  refer to this Clause, except that any Dyax Sublicensee shall have
                  the
                  right to enforce the provisions of Clause 12.1(b) of this Agreement
                  and
                  shall be a third party beneficiary for that purpose
                  only.

              


      

       

    

    
      
         

      

      
        Schedule
          7
          - Page 16

        
          

        

      

      
         

      

    

     

    
      16.           Specific
        Performance

       

      
        	
                16.1

              	
                The
                  parties agree that irreparable damage will occur in the event that
                  the
                  provisions of Clause 8 are not specifically enforced.  In the
                  event of a breach or threatened breach of any such provisions,
                  each Party
                  agrees that the other Party shall, in addition to all other remedies,
                  be
                  entitled to temporary or permanent injunction, without showing
                  any actual
                  damage or that monetary damages would not provide an adequate remedy
                  and
                  without the necessity of posting any bond, and/or a decree for
                  specific
                  performance, in accordance with the provisions
                  hereof.

              


      

       

      17.           Assignment

       

      
        	
                17.1

              	
                This
                  Agreement may not be assigned by either party without the prior
                  written
                  consent of the other party, except that either Party may assign
                  the
                  benefit and/or burden of this Agreement to any Affiliate of it
                  or any
                  Third Party, provided that such Affiliate or Third Party undertakes
                  to the
                  other Party to be bound by the terms of this Agreement. This Agreement
                  shall inure to the benefit of and be binding upon the parties and
                  their
                  respective lawful successors and
                  assigns.

              


      

       

      18.           Compliance
        With Law

       

      
        	
                18.1

              	
                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.

              


      

       

      19.           Amendment
        and Waiver

       

      
        	
                19.1

              	
                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 a 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.

              


      

       

      20.           Severabi1ity

       

      
        	
                20.1

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

              


      

       

      21.           Entire
        Agreement

       

      
        	
                21.1

              	
                This
                  Agreement and the Amendment Agreement constitute the entire agreement
                  between the parties with respect to the subject matter hereof and
                  supersede all prior agreements or understandings between the parties
                  relating to the subject matter
                  hereof.

              


      

       

    

    
      
         

      

      
        Schedule
          7
          - Page 17

        
          

        

      

      
         

      

    

     

    
       

      
        	
                SIGNED
                  by

              	
                 

              	 
	Adrian
                Kemp	
                )

              	 
	General
                Counsel	
                )

              	
                /s/
                  Adrian
                  Kemp                          
                  

              
	
                for
                  and on behalf of

              	
                )

              	
                Authorised
                  Signatory

              
	
                CAMBRIDGE
                  ANTIBODY

              	
                )

              	 
	
                TECHNOLOGY
                  LIMITED

              	
                )

              	 
	 	 	 
	 	 	 
	
                SIGNED
                  by

              	
                )

              	 
	
                Ivana
                  Magovcevic-Liebisch

                General
                  Counsel and

                Executive
                  Vice President of Administration

              	
                )

                )

                )

              	/s/
                Ivana
                Magovcevic-Liebisch              
                
	
                for
                  and on behalf of

              	
                )

              	
                
                  Authorised
                    Signatory

                

              
	
                
                  DYAX
                    CORP.

                

              	)	
                 

              
	
                 

              	
                )

              	 
	 	
                )

              	 
	 


      

    

    
       

      
        
           

        

        
          Schedule
            7
            - Page 18

          
            

          

        

        
           

        

      

    

     

    
      Schedule
        8

      [RESERVED]

       

    

     

     

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    
      Schedule
        9-A

       [*****]

       

    

     

     

    
      
         

      

      
        Schedule
          9-A - Page 1

        
          

        

      

      
         

      

    

     

    
      Schedule
        9-B

      


      [*****]

    

     

     

     

    
      
         

      

      
        Schedule
          9-B - Page 1

        
          

        

      

      
         

      

    

     

    
      Schedule
        9-C

      


      [*****]

    

     

     

     

    
      
         

      

      
        Schedule
          9-C - Page 1

        
          

        

      

      
         

      

    

     

    
      Schedule
        9-D

      


      [*****]

    

     

     

     

    
      
         

      

      
        Schedule
          9-D - Page 1

        
          

        

      

      
         

      

    

     

    
      Schedule
        9-E

      


      [*****]

    

     

     

     

    
      
         

      

      
        Schedule
          9-E - Page 1

        
          

        

      

      
         

      

    

     

    
      Schedule
        10-A

      AFFIMED
        SUBLICENSE TERMS AND CONDITIONS

      


       

      CAT
        hereby
        acknowledges and agrees that the Affimed Sublicense granted to CAT under
        Section
        11.2(a) is subject to the following terms and conditions:

       

      (a)           Nothing
        in this Agreement shall be deemed to grant CAT rights under the Affimed Patent
        Rights broader than the field and scope of the license granted to Dyax under
        the
        Affimed License; and nothing in this Agreement shall be deemed to grant CAT
        the
        right to (i) make, sell, offer for sale or import any composition of matter
        other than Products which would, but for the licenses granted herein, infringe
        a
        Valid Claim of the Affimed Patent Rights, or (ii) use any phage or phagemid
        library other than the Dyax Antibody Library;

       

      (b)           The
        Affimed Sublicense shall be subject to the applicable terms and conditions
        of
        the Affimed License;

       

      (c)           CAT
        agrees that, promptly after execution of this Agreement, Dyax shall deliver
        to
        Affimed only those relevant portions of this Agreement evidencing the sublicense
        granted hereunder is in compliance with the terms and conditions set forth
        in
        the Affimed License;

       

      (d)           In
        the event that the Affimed License is terminated prior to its expiration
        for any
        reason, the Affimed Sublicense shall terminate; and

       

      (e)           If
        CAT fails to comply with any terms and conditions set forth herein, the Affimed
        Sublicense shall automatically terminate.

       

    

    
      
         

      

      
        Schedule
          10-A - Page 1

        
          

        

      

      
         

      

    

     

    
      Schedule
        10-B

      BIOSITE
        SUBLICENSE TERMS AND CONDITIONS

      


      


      CAT
        hereby
        acknowledges and agrees that the Biosite Sublicense granted to CAT under
        Section
        11.2(b) is subject to the following terms and conditions:

       

      (a)                 CAT
        shall comply with the restrictions imposed by Biosite on any potential
        sublicensee under Section 2.2 of the Biosite License;

      


      (b)                 Nothing
        in this Biosite Sublicense shall be deemed to grant CAT rights under the
        Biosite
        Patent Rights and Biosite Know-How Rights broader than the rights granted
        to the
        Dyax Antibody Library and the Dyax Patent Rights under this Agreement and
        such
        rights to the Biosite Patent Rights and Biosite Know-How are limited to use
        with
        the Dyax Antibody Library and Antibody Compounds as permitted by Clause 11.1
        of
        the Agreement;

      


      (c)                 CAT
        and its Affiliates shall not enforce (or attempt or purport to enforce) against
        Biosite or its Affiliates any patent that claims (or purports to claim) any
        process of, any composition for or any use of (i) Biosite Know-How Rights,
        provided that such Biosite Know-How Rights have been disclosed to CAT by
        Dyax,
        (ii) creating, constructing or producing immune libraries from immunized
        rodents
        for the purpose of phage display therefrom of antibodies or binding fragments
        thereof, or (iii) phage display of antibodies or binding fragments thereof,
        or
        (iv) selecting or producing antibodies or binding fragments thereof derived
        from
        such libraries.  The Biosite Sublicense shall automatically terminate
        upon any breach of this covenant, which shall survive any termination of
        the
        Biosite Sublicense;

      


      (d)                 A
        signed copy of this Biosite Sublicense (with any provisions of the
        Agreement  reasonably deemed necessary by Dyax
        and Biosite) shall be provided to Biosite in order to confirm that Dyax has
        complied with Biosite’s restrictions on granting sublicenses contained in the
        Biosite License;

      


      (e)                 In
        the event that the Biosite License be terminated early, the Biosite Sublicense
        shall also terminate; and

      


      (f)                 The
        Biosite Sublicense shall not become effective until all of the conditions
        of
        this Schedule 10-B have been met.

      


      The
        parties expressly acknowledge that the term of the Biosite Sublicense shall
        be
        coextensive with the term of the Agreement; provided, however,
        that the Biosite Sublicense is subject to early termination, upon written
        notice
        by Dyax to CAT, if the Biosite License terminates early for any
        reason.

    

     

    
      
         

      

      
        Schedule
          10-B - Page 1

        
          

        

      

      
         

      

    

     

    
      Schedule
        10-C

      DOMANTIS
        SUBLICENSE TERMS AND CONDITIONS

       

      


       

      CAT
        hereby
        acknowledges and agrees that the Domantis Sublicense granted to CAT under
        Section 11.2(c) is subject to the following terms and conditions:

       

      (a)            
        Nothing in this Agreement shall be deemed to grant CAT rights under the Domantis
        Patent Rights broader than the field and scope of the license granted to
        Dyax
        under the Domantis License; and nothing in this Agreement shall be deemed
        to
        grant CAT the right to (i) make, sell, offer for sale or import any composition
        of matter other than Products which would, but for the licenses granted herein,
        infringe a Valid Claim of the Domantis Patent Rights, or (ii) use any phage
        or
        phagemid library other than the Dyax Antibody Library; and

       

      (b)      
              CAT agrees that, promptly after execution of
        this Agreement, Dyax shall have the right to notify Domantis of this Agreement
        in compliance with the terms and conditions set forth in the Domantis
        License.

       

    

    
      
         

      

      
        Schedule
          10-C - Page 1

        
          

        

      

      
         

      

    

     

    
      Schedule
        10-D

      GENENTECH
        SUBLICENSE TERMS AND CONDITIONS

       

      


      CAT
        hereby
        acknowledges and agrees that the Genentech Sublicense granted to CAT under
        Section 11.2(d) is subject to the following terms and conditions:

       

      (a)           CAT
        shall comply with the restrictions imposed by Genentech on any potential
        Genentech Sublicensee under Section 2.3 of the Genentech License;

      


      (b)           Nothing
        in the Genentech Sublicense shall be deemed to grant CAT rights under the
        Genentech Patent Rights broader than the rights granted to the Dyax Antibody
        Library and the Dyax Patent Rights under the Agreement and such rights to
        the
        Genentech Patent Rights are limited to use with the Dyax Antibody Library
        and
        Antibody Compounds as permitted under Clause 11.1 of the Agreement;

      


      (c)           A
        signed copy of this Genentech Sublicense (with any provisions of the Agreement
        reasonably deemed necessary by Dyax and Genentech) shall be provided to
        Genentech in order to confirm that Dyax has complied with Genentech’s
        restrictions on granting sublicenses contained in the Genentech
        License;

      


      (d)           In
        the event that the Genentech License is terminated early, the Genentech
        Sublicense shall also terminate; and

      


      (e)           The
        Genentech Sublicense shall not become effective until all of the conditions
        of
        this Schedule 10-D have been met.

      


      The
        parties expressly acknowledge that the term of the Genentech Sublicense shall
        be
        coextensive with the term of the Agreement; provided, however,
        that the Genentech Sublicense is subject to early termination, upon written
        notice by Dyax to CAT, if the Genentech License terminates early for any
        reason.

    

     

    
      
         

      

      
        Schedule
          10-D - Page 1

        
          

        

      

      
         

      

    

     

    
      Schedule
        10-E

      XOMA
        COVENANT TERMS AND CONDITIONS

       

      As
        required by the XOMA Agreement, CAT acknowledge and agree that the XOMA Covenant
        is subject to the following provisions:

       

      
        	
                 

              	
                (a)

              	
                shall
                  not extend to the use of the XOMA Expression Technology to make
                  any amount
                  of a Licensed Immunoglobulin or Product other than Research Quantities;
                  provided, however, that this limitation shall not preclude the
                  manufacture, in commercial quantities, of a Licensed Immunoglobulin
                  discovered using the XOMA Expression Technology in accordance with
                  this
                  Agreement when produced in a production system other than a
                  prokaryot;

              


      

       

      
        	
                 

              	
                (b)

              	
                CAT
                  agrees that the "first sale" doctrine does not apply to any Disposition
                  of
                  Transferred Materials;

              


      

       

      
        	
                 

              	
                (c)

              	
                CAT
                  shall Dispose of Transferred Materials only to a Third Party who
                  otherwise
                  meets the definition of a Dyax Collaborator under the XOMA Agreement
                  and
                  who executes a written agreement in which its undertakes all of
                  the
                  obligations set forth herein, provided, however, that
                  this Section (c) shall not apply to the Disposition of any Licensed
                  Immunoglobulin hereunder ;

              


      

       

      
        	
                 

              	
                (d)

              	
                If
                  CAT or any person or entity controlled by CAT contests the validity
                  or
                  enforceability of any of the XOMA Patent Rights hereunder, XOMA
                  shall have
                  the right to terminate (or cause Dyax to terminate) all of the
                  rights
                  hereby granted to CAT under the XOMA Patent
                  Rights;

              


      

       

      
        	
                 

              	
                (e)

              	
                CAT
                  acknowledges and agrees that nothing in this Agreement or this
                  Schedule
                  10-E shall be construed as a release or waiver of past, present
                  or future
                  infringement of the XOMA Patent Rights by CAT acting outside the
                  scope of
                  this Agreement nor as a release from Dyax from any claim of infringement
                  of the XOMA Patent Rights nor as any right to release any Third
                  Party from
                  any claim of infringement under the XOMA Patent
                  Rights;

              


      

       

      
        	
                 

              	
                (f)

              	
                CAT
                  acknowledges and agrees that the XOMA Covenant shall not extend
                  to
                  infringement of the XOMA Patent Rights arising out of making or
                  the means
                  or methods used to make any amount of a Licensed Antibody or Product
                  other
                  than those quantities of Antibody reasonably required for Research
                  and
                  Development purposes; provided, however, that Dyax or CAT shall
                  be permitted to make or have made any Licensed Antibody by any
                  means of
                  its selection other than those which otherwise infringe a Valid
                  Claim of
                  the XOMA Patent Rights;

              


      

       

      
        	
                 

              	
                (g)

              	
                CAT
                  acknowledges and agrees that the XOMA Covenant shall become void
                  and
                  without effect as to CAT if CAT fails to materially discharge or
                  comply
                  with any terms of this Agreement with respect to the XOMA Patent
                  Rights;

              


      

       

      
        	
                 

              	
                (h)

              	
                CAT
                  acknowledges and agrees that the XOMA Covenant is personal to Dyax
                  and CAT
                  and cannot be assigned or
                  transferred;

              


      

       

      
        
           

        

        
          Schedule
            10-E - Page 1

          
            

          

        

        
           

        

      

    

     

    
      
        	
                 

              	
                (i)

              	
                CAT
                  agrees that Dyax shall have the right to deliver to XOMA a written
                  report
                  which shall specify the name, address and contact person for CAT;
                  and

              


      

       

      
        	
                 

              	
                (j)

              	
                In
                  the event of the termination of the XOMA Agreement by Dyax, the
                  licenses
                  and rights granted to Dyax and CAT under the XOMA Agreement shall
                  survive.  In the event of the termination of the XOMA Agreement
                  by XOMA, the licenses and rights granted to Dyax and CAT under
                  the XOMA
                  Agreement shall terminate; and

              


      

       

      
        	
                 

              	
                (k)

              	
                XOMA
                  shall be an intended third party beneficiary with respect to the
                  foregoing
                  provisions..

              


      

       

      CAT
        and
        Dyax agree that capitalized terms used in this Schedule 10-E that are not
        defined in the Agreement shall have the meanings given to them under the
        XOMA
        Agreement.

      


      Schedule
        10-E - Page 2