Exhibit
10.1

    


    Dyax
Corp. has requested that the highlighted portions of this document be accorded
confidential treatment pursuant to Rule 24b-2 promulgated under the Securities
Exchange Act of 1934, as amended.

    


    CONFIDENTIAL
DOCUMENT

    EXECUTION
COPY

    


    PRODUCT
DEVELOPMENT AND LICENSE AGREEMENT

    


    BY
AND BETWEEN

    


    DYAX
CORP.

    


    AND

    


    CMIC
CO. LTD.

    


    DATED
AS OF SEPTEMBER 28, 2010

    


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


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    PRODUCT
DEVELOPMENT AND LICENSE AGREEMENT

     

    This
Product Development and License Agreement (this "Agreement") is made
effective as of September 28, 2010 (the "Effective Date") by
and between Dyax Corp., with offices at 300 Technology Square, Cambridge,
Massachusetts 02139, U.S.A. ("Dyax"), and CMIC Co.
Ltd., with offices at Kongo Bldg, 7-10-4 Nishigotanda, Shinagawa-ku, Tokyo
141-0031 ("CMIC").

     

    INTRODUCTION

     

    WHEREAS,
Dyax owns or controls certain patents, know-how and other rights related to its
proprietary novel plasma kallikrein inhibitor known as DX-88
(ecallantide);

     

    WHEREAS,
CMIC is engaged in the development and commercialization of pharmaceutical
products in Japan;

     

    WHEREAS,
CMIC desires to obtain a license from Dyax to develop products incorporating
DX-88 for the treatment of angioedemas in the CMIC Territory (as such term is
defined herein); and

     

    WHEREAS,
Dyax is willing to grant CMIC such a license on the terms and conditions set
forth herein;

     

    NOW,
THEREFORE, for and in consideration of the mutual covenants contained herein,
Dyax and CMIC hereby agree as follows:

     

    ARTICLE
I

    DEFINITIONS

     

    As used
in this Agreement, the following terms shall have the meanings set forth
below:

     

    1.1         "Affiliate".  Affiliate
shall mean with respect to any Person, any Person controlling, controlled by or
under common control with the former Person.  For the purposes of this
Section 1.1, "control" shall mean (a) in the case of a Person that is a
corporate entity, the direct or indirect ownership of more than fifty percent
(50%) of the stock, shares or ownership interest having the right to vote for
the election of directors of such Person and (b) in the case of a Person that is
an entity, but is not a corporate entity, the direct or indirect possession of
the power to direct, or cause the direction of, the management or policies of
such Person, whether through the ownership of voting securities, by contract or
otherwise.

     

    1.2         "Alliance
Manager".  Alliance Manager shall have the meaning given to
that term under Section 2.6.

     

    1.3         "Bankruptcy
Code".  The Bankruptcy Code shall mean Title 11 of the United
States Code.

     

    1.4         "Batch".  Batch
shall mean a quantity of Drug Substance manufactured by Dyax (or its CMO) that
(a) is expected to have a uniform character and quality within specified limits,
and (b) is produced according to a single manufacturing run during the same
cycle.

     

    1.5         "Blocking Third Party Patent
Rights".  Blocking Third Party Patent Rights shall mean, with
respect to any country in the CMIC Territory, on a country-by-country basis, the
Patent Rights in such country owned or controlled by a Third Party that would
Cover Product or its Manufacture or Commercialization in the
Field.  Notwithstanding the foregoing, the [******].

     

    1.6         "Breaching
Party".  Breaching Party shall have the meaning given to that
term under Section 12.2(b).

     

    1.7         "Business
Day".  Business Day shall mean a day that is not a Saturday,
Sunday or a day on which banking institutions in Cambridge, Massachusetts, USA
or Tokyo, Japan remain closed.

     

    1.8         "Calendar
Quarter".  Calendar Quarter shall mean each of the periods
ending on March 31, June 30, September 30 and December 31 of any
year.

    


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


    
      
         


      

      
        -1-

        
          

        

      

      
         


      

    

     

    1.9         "Challenging
Party".  Challenging Party shall have the meaning given to that
term under Section 12.2(d).

     

    1.10       "CMIC Development
Data". CMIC Development Data shall mean, as it pertains to Product or its
use, all pharmacology and toxicology data and information, pre-clinical study
data, clinical trial data, protocols, safety data, quality data and other
regulatory information and reports, whether in written or electronic form,
generated or developed by CMIC or any of its Affiliates in the course of
performing the activities under this Agreement during the Term.

     

    1.11       "CMIC Intellectual
Property".  CMIC Intellectual Property shall mean CMIC Know-How
and CMIC Patent Rights, collectively.

     

    1.12       "CMIC
Know-How".  CMIC Know-How shall mean any Know-How that (a)
[******], and (b) is useful for the Development, Manufacture and/or
Commercialization of Compound or Product as contemplated by this
Agreement.

     

    1.13       "CMIC Patent
Rights".  CMIC Patent Rights shall mean any Patent Rights that
(a) claim CMIC Know-How, and (b) [******].  CMIC Patent Rights shall
include CMIC's rights in Joint Patent Rights as well as any Patent Rights
covering CMIC Sole Inventions.

     

    1.14       "CMIC Product
Trademarks".  CMIC Product Trademarks shall have the meaning
given to that term under Section 8.8(d)

     

    1.15       "CMIC Promotional
Materials".  CMIC Promotional Materials shall have the meaning
given to that term in Section 5.2.

     

    1.16       "CMIC Sole
Inventions".  CMIC Sole Inventions shall have the meaning given
to that term under Section 8.1(b).

     

    1.17       "CMIC
Territory".  CMIC Territory shall mean
Japan.  Furthermore, if, pursuant to the Right of Second Offer
described in Section 3.6, Dyax and CMIC reach a full agreement on the terms and
conditions of a license to develop, manufacture and/or commercialize Product in
the People's Republic of China, then, subject to such terms and conditions, CMIC
Territory shall thereafter include the People's Republic of China.

     

    1.18       "CMO".  CMO
shall mean a contract manufacturing organization contracting with Dyax to supply
Dyax or CMIC with Drug Substance or Drug Product pursuant to Article
VI.

     

    1.19       "Commercialization" or
"Commercialize".  Commercialization
or Commercialize shall mean the activities to market, promote, store, import,
export, offer to sell and sell Product, including conducting any Post-Approval
Studies to support Commercialization.  Commercialization shall not
include any activities that are covered by the definitions of "Development",
"Manufacturing" or "Post-Filing Activities".

     

    1.20       "Commercially Reasonable
Efforts".  Commercially Reasonable Efforts shall mean the
conduct and completion of an activity by a Party in a diligent and commercially
reasonable manner, using efforts not less than the efforts the Party uses to
other similar activities, based on conditions then prevailing and any other
technical, legal, scientific, medical or commercial factors that the Party deems
in good faith to be relevant.

     

    1.21       "Competitive
Infringement".  Competitive Infringement shall have the meaning
given to that term under Section 8.3(a).

     

    1.22       "Competitive
Product".  Competitive Product shall mean
[******].

     

    1.23       "Complaint".  Complaint
shall mean any information concerning any side effect, injury, toxicity or
sensitivity reaction, or any unexpected incident, adverse drug experience (as
that term is defined in Section 505-1 of the FDCA) or adverse event (as that
term is defined under the ICH Guidelines) in or involving a subject or, in the
case of pre-clinical studies, an animal in a toxicology study, and the
seriousness thereof, whether or not determined to be attributable to Compound or
Product, including any such information received by either Party from its
Related Parties or other Third Parties.

    


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


    
      
         


      

      
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    1.24       "Compound".  Compound
shall mean the compound known as DX-88 (ecallantide) with the amino acid
sequence described in Exhibit
A.

     

    1.25       "Confidential
Information".  Confidential Information shall have the meaning
given to that term under Section 9.1.

     

    1.26       "Confidentiality
Agreement".  Confidentiality Agreement shall mean the
Confidentiality Agreement executed by and between the parties hereto as of June
2, 2009.

     

    1.27       "Control" or "Controlled".  Control
or Controlled shall mean, with respect to any intellectual property right or
other intangible property, or Know-How, the possession (whether by license
granted to or ownership vested in a Party or its Affiliate, other than pursuant
to this Agreement) by the Party of the ability to grant to the other Party
access, ownership and/or a license or sublicense as provided for herein without
violating the terms and conditions of any agreement with any Third Party
[******].

     

    For
clarity, this proviso shall not apply to any In-License of Blocking Third Party
Patent Rights.

     

    1.28       "Cover", "Covering" or "Covered".  Cover,
Covering or Covered shall mean, with respect to Compound, Product and/or
technology, that (a) in the absence of a license granted under a Valid Claim of
an issued patent, the making, use, offering for sale, sale, or importation of
Compound or Product, or the practice of such technology would infringe such
Valid Claim, and (b) in the absence of a license granted under a Valid Claim of
a patent application, the making, use, offering for sale, sale, or importation
of Compound or Product, or the practice of such technology would infringe such
Valid Claim if it were to issue in a patent.

     

    1.29       "Development" or
"Develop".  Development
or Develop shall mean, in respect of Compound or Product, pre-clinical and
clinical research and drug development activities, including toxicology, test
method development and stability testing and studies, process development,
formulation development, delivery system development, quality assurance and
quality control development, statistical analysis, clinical studies (other than
post-approval studies), regulatory affairs, and product approval and regulatory
activities (excluding regulatory activities directed to obtaining pricing and
reimbursement approvals).

     

    1.30       "Development
Costs".  Development Costs shall mean, with respect to Compound
or Product, all of the out-of-pocket and internal costs and expenses incurred by
or on behalf of the Parties after the Effective Date in connection with the
Development of Compound or Product for use in the Field.  Development
Costs shall consist of:

     

    
      	
               
      

            	
              (a)

            	
              Manufacturing
      Costs for obtaining the Drug Substance and/or Drug Product to be used for
      the Development of Product;

            


    

     

    
      	
               
      

            	
              (b)

            	
              costs
      of the studies on the preclinical, toxicological, pharmacokinetic,
      metabolic, clinical and/or stability aspects of Compound or
      Product;

            


    

     

    
      	
               
      

            	
              (c)

            	
              costs
      of conducting the clinical studies for Product (other than Post-Approval
      Studies), including the costs of clinical supplies, and all of the
      internal and external costs incurred in purchasing and/or packaging
      comparator drugs, disposal of clinical samples, related regulatory
      compliance, quality control, medical affairs, clinical operations, study
      subject recruitment and the preparation, collation and/or validation of
      data from such clinical studies;

            


    

     

    
      	
               
      

            	
              (d)

            	
              costs
      of preparing, submitting, reviewing or developing data or information, and
      preparing medical writing, for the purpose of submission to a Regulatory
      Authority to obtain approval to commence clinical studies (other than
      Post-Approval Studies) or to obtain Regulatory Approval for Product and
      the costs associated with submitting for, amending or maintaining such
      approval(s); and

            


    

     

    
      	
               
      

            	
              (e)

            	
              the
      fully allocated costs of internal clinical, regulatory, scientific, or
      technical personnel engaged in such
Development.

            


    

     

    Development
Costs shall not include any costs associated with Post-Filing Activities or
Post-Approval Studies, which shall be included in Regulatory Activities
Costs.

     

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


    
      
         


      

      
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    1.31       "Development Plan".
Development Plan shall mean (i) the HAE Development Plan approved by the JSC
under Section 4.1 and (ii) any Other Angioedema Development Plan approved by the
JSC under Section 4.2.

     

    1.32       "Drug
Product".  Drug Product shall mean the finished Product
formulation containing Drug Substance filled into unlabelled vials.

     

    1.33       "Drug Product Order
Limit".  Drug Product Order Limit shall mean, with respect to
any order for Drug Product placed during a Calendar Quarter, a quantity equal to
[******].

     

    1.34       "Drug
Substance".  Drug Substance shall mean Compound in bulk form
manufactured for use as an active pharmaceutical ingredient in Drug
Product.

     

    1.35       "Drug Substance
Inventory".  Drug Substance Inventory shall mean Drug Substance
that (i) has been Manufactured by Dyax (and for which quality release has been
completed) pursuant to an order placed by CMIC in accordance with Section
6.1(c), and (ii) is being held by Dyax (or its contractor) on behalf of CMIC for
use in the Manufacture of Drug Product ordered by CMIC in accordance with
Section 6.1(d).

     

    1.36       "Drug Substance Order
Limit".  Drug Substance Order Limit shall mean, with respect to
any order for Drug Substance placed during a Calendar Quarter, a quantity equal
to the lower of:

     

    
      	
               
      

            	
              (a)

            	
              [******];
      and

            


    

     

    
      	
               
      

            	
              (b)

            	
              [******].

            


    

     

    1.37       "Dyax Development
Data".  Dyax Development Data shall mean, as it pertains to
Product or its use in Field, all pharmacology and toxicology data and
information, pre-clinical study data, clinical trial data, protocols, safety
data, quality data and other regulatory information and reports, whether in
written or electronic form, generated or developed by Dyax or its Affiliates in
the course of developing Product in Field.

     

    1.38       "Dyax Intellectual
Property".  Dyax Intellectual Property shall mean Dyax Know-How
and Dyax Patent Rights.

     

    1.39       "Dyax
Know-How".  Dyax Know-How shall mean any Know-How that (a)
either is owned or Controlled by Dyax on the Effective Date [******] and (b) is
necessary for the Development, Manufacture and/or Commercialization of Product
as contemplated by this Agreement, including all Know-How generated or developed
by or for Dyax or its Affiliates in the course of Development of
Product.  Notwithstanding the foregoing, Dyax Know-How shall
specifically exclude:

     

    
      	
               
      

            	
              (i)

            	
              [******];

            


    

     

    
      	
               
      

            	
              (ii)

            	
              [******];
      and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              [******].

            


    

     

    1.40       "Dyax Patent
Rights".  Dyax Patent Rights shall mean any Patent Rights that
(a) Cover Dyax Know-How and (b) are owned or Controlled by Dyax on the Effective
Date or come within Dyax's Control during the Term, including Existing Dyax
Patent Rights, Dyax's rights in Joint Patent Rights, and any Patent Rights
applicable to Dyax Sole Inventions.  Notwithstanding the foregoing,
Dyax Patent Rights shall specifically exclude [******].

     

    1.41       "Dyax Product
Trademarks".  Dyax Product Trademarks shall have the meaning
given to that term under Section 8.8(b).

     

    1.42       "Dyax Sole
Inventions".  Dyax Sole Inventions shall have the meaning given
to that term under Section 8.1(b).

     

    1.43       "Dyax
Territory".  Dyax Territory shall mean all the countries of the
world outside CMIC Territory.

    


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


    
      
         


      

      
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    1.44       "Executive Officers".
Executive Officers shall mean the Chief Executive Officer of Dyax (or a senior
executive officer of Dyax designated by Dyax's Chief Executive Officer) and the
Chief Executive Officer of CMIC (or a senior executive officer of CMIC
designated by CMIC's Chief Executive Officer).

     

    1.45       "Existing Dyax Patent
Rights".  Existing Dyax Patent Rights shall mean those Dyax
Patent Rights specifically listed on Exhibit
B.

     

    1.46       "FDA".  FDA
shall mean the United States Food and Drug Administration or any successor
agency thereto.

     

    1.47       "FDCA".  FDCA
shall mean the United States Federal Food, Drug and Cosmetic Act, as
amended.

     

    1.48       "Field".  Field
shall mean use in the HAE and Other Angioedema Indications. Notwithstanding
anything to the contrary contained herein, in no event shall Field include any
use in any other Indications (including any Indications in Opthalmic Field or
Surgical Field, which are specifically excluded from the rights granted to CMIC
under this Agreement).

     

    1.49       "First Commercial
Sale".  First Commercial Sale shall mean, with respect to
Product in a country, the first commercial sale of Product in the
country.

     

    1.50       "GAAP".  GAAP
shall mean (a) with respect to Dyax, generally accepted accounting principles in
the United States as consistently applied by Dyax in the preparation of its
financial statements and (b) with respect to CMIC, generally accepted accounting
principles in Japan as consistently applied by CMIC in the preparation of its
financial statements.

     

    1.51       "HAE".  HAE
shall mean hereditary angioedema.

     

    1.52       "HAE Development
Plan".  HAE Development Plan shall have the meaning given to
that term under Section 4.1.

     

    1.53       "ICH Guidelines". ICH
Guidelines shall mean the International Conference on Harmonisation guidelines,
including E2A, E2B, E2C and E2D thereof as amended and any replacement
thereof.

     

    1.54       "IND".  IND
shall mean an Investigational New Drug Application filed with FDA or a similar
application to conduct clinical studies filed with an applicable Regulatory
Authority outside of the United States.

     

    1.55       "Indemnified
Parties".  Indemnified Parties shall have the meaning given to
that term under Section 11.3.

     

    1.56       "Indemnifying
Parties".  Indemnifying Parties shall have the meaning given to
that term under Section 11.3.

     

    1.57       "Indication".  Indication
shall mean a specified therapeutic use of a Product, which use has been approved
by a Regulatory Authority (whether through a label expansion or a separate
Regulatory Approval).

     

    1.58       "In-License".  In-License
shall mean an agreement between a Party or its Affiliate and a Third Party
pursuant to which the Party or its Affiliate has been granted a license to
Blocking Third Party Patent Rights for use by either Party or both Parties in
accordance with Section 3.4.

     

    1.59       "Invention".  Invention
shall mean any Know-How or Patent Right that is generated, conceived, reduced to
practice and/or developed during the Term in relation to Compound or Product (or
the use thereof).

     

    1.60       "Joint Intellectual
Property".  Joint Intellectual Property shall mean Joint
Know-How and Joint Patent Rights, collectively.

     

    1.61       "Joint
Inventions".  Joint Inventions shall have the meaning given to
that term under Section 8.1(c).

    


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


    
      
         


      

      
        -5-

        
          

        

      

      
         


      

    

     

    1.62       "Joint
Know-How".  Joint Know-How shall mean any Know-How that is
generated, conceived, reduced to practice, developed or acquired jointly by the
Parties in the course of performing the activities under this Agreement,
including Joint Inventions.

     

    1.63       "Joint Patent
Rights".  Joint Patent Rights shall mean the Patent Rights that
Cover Joint Know-How.

     

    1.64       "Joint Steering Committee" or
"JSC".  Joint Steering Committee or JSC shall have the meaning
given to that term under Section 2.1(a).

     

    1.65       "Know-How".  Know-How
shall mean any information, whether proprietary or not and whether patentable or
not, including ideas, concepts, inventions, formulas, methods, protocols,
procedures, knowledge, know-how, trade secrets, processes, assays, skills,
experience, techniques, designs, compositions, plans, documents, results of
experimentation and testing, including pharmacological, toxicological, and
pre-clinical and clinical test data and analytical and quality control data,
improvements, discoveries and works of authorship.

     

    1.66       "Knowledge."  Knowledge
shall mean, with respect to a Party or its Affiliates, the actual awareness of a
certain fact or information by an officer or senior manager or other employee
with a similar responsibility, regardless of title, of the Party or its
Affiliate.

     

    1.67       "Manufacturing" or
"Manufacture".  Manufacturing
or Manufacture shall mean the activities directed to producing, manufacturing,
processing, filling and finishing (including packaging and labeling) any Product
or component thereof.

     

    1.68       "Manufacturing
Costs".  Manufacturing Costs shall mean with respect to Drug
Substance or Drug Product, the manufacturing Party's [******] costs, determined
in accordance with GAAP by the manufacturing Party in the ordinary course of its
business and incurred in the course of Manufacturing the Drug Substance or Drug
Product, which
costs shall include:

     

    
      	
               
      

            	
              (a)

            	
              the
      costs for [******]; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              [******].

            


    

     

    1.69       "Marketing Authorization
Application". Marketing Authorization Application shall mean the
application submitted to the competent government agency to manufacture, market
and sell Product in Field in one or more countries within
Territory.

     

    1.70       "Net
Sales".  Net Sales shall mean, with respect to Product, the
gross invoiced sales price of the Product in  CMIC Territory by CMIC
and its Related Parties, less the following deductions to the extent included in
the gross invoiced sales price for the Product or otherwise directly paid or
incurred by CMIC or its Related Parties with respect to the sale of the
Product:

     

    [******]

     

    In the
case of any sale or other disposal of Product between or among CMIC, it's
Affiliates or Sublicensees for resale to Third Party, the Net Sales of the
Product shall be calculated as above only on the value charged or invoiced on
the first arm's-length sale or other disposition of the Product to Third
Party.

     

    Notwithstanding
the foregoing, in any case where Product is sold or otherwise disposed of in a
transaction that is not the arm's length sale of Product only in cash that is
separate from any sale or disposition of other products or of services, the Net
Sales of the Product shall mean the greatest of:

     

    [******]

     

    1.71       "Non-Breaching
Party".  Non-Breaching Party shall have the meaning given to
that term under Section 12.2(b).

     

    1.72       "Ophthalmic
Field".  Ophthalmic Field shall mean all uses in the
therapeutic treatment or prevention of any ophthalmic disease, infection or
other ophthalmic condition.

    


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


    
      
         


      

      
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    1.73       "Other
Angioedema".  Other Angioedema shall mean acquired angioedema,
drug-induced angioedema and idiopathic angioedema.

     

    1.74       "Parties".  Parties
shall mean Dyax and CMIC.

     

    1.75       "Party".  Party
shall mean either Dyax or CMIC.

     

    1.76       "Patent
Rights".  Patent Rights shall mean any and all patents and
patent applications anywhere in the world, including provisional, utility,
substitution, divisional, continuation and continuation-in-part applications,
and reissues, reexaminations and extensions thereof, patents of addition and any
Supplementary Protection Certificates, restoration of patent term and other
similar rights.

     

    1.77       "PMDA".  PMDA
shall mean the Pharmaceuticals and Medical Devices Agency or any successor
agency thereto responsible for reviewing the application for Regulatory Approval
in Japan.

     

    1.78       "Person".  Person
shall mean any natural person, corporation, firm, business trust, limited
liability company, joint venture, association, organization, company,
partnership or other business entity, or any government, or any agency or
political subdivisions thereof.

     

    1.79       "Post-Approval
Studies".  Post-Approval Studies shall mean those studies and
activities subsequent to the granting of Regulatory Approval that are required
or necessary for the maintenance of the Regulatory Approval.

     

    1.80       "Post-Filing
Activities".  Post-Filing Activities shall mean all the studies
and activities subsequent to filing an application for Regulatory Approval in
the CMIC Territory but prior to obtaining the Regulatory Approval that are
required, or are necessary to comply with the requirements by the Regulatory
Authority for obtaining the Regulatory Approval in the CMIC
Territory.

     

    1.81       "Product". Product
shall mean any pharmaceutical product containing Compound for subcutaneous
administration.

     

    1.82       "Product
Competitor".  Product Competitor shall mean any
[******].  As of the Effective Date, Product Competitors consist of:
[******].

     

    1.83       "Product Manufacturing
Process".  Product Manufacturing Process shall mean the
processes used to complete the Manufacture of unlabeled vials of Product for
CMIC under this Agreement, which processes shall include the Manufacture of Drug
Substance and Drug Product.

     

    1.84       "Product
Trademark(s)".  Product Trademark(s) shall mean the
trademark(s) and service mark(s) distinguishing Product, and used in connection
with the Commercialization and/or any other distribution, marketing, promotion
and sale activities of or for Product according to Section 8.8, and/or
accompanying logos, trade dresses and/or indicia of origin.

     

    1.85       "Prosecuting
Party".  Prosecuting Party shall have the meaning given to that
term under Section 8.2(a).

     

    1.86       "Quality
Agreement".  Quality Agreement shall have the meaning given to
that term under Section 6.5.

     

    1.87         [******]

     

    1.88       "[******] License
Agreement".  [******] License Agreement shall mean the License
Agreement effective [******] between [******].

     

    1.89       "[******] Intellectual
Property".  [******] Intellectual Property shall mean the
"[******] Expression System", the "[******] Expression Technology" and the
"[******] Patent Rights" as such terms are defined in Paragraphs 1.3, 1.5 and
1.8 of [******] License Agreement.

     

    1.90       "Regulatory
Activities".  Regulatory Activities shall mean all of the
activities associated with the submission of Regulatory Filings, including (i)
preparing and drafting of the reports for and the correspondence with Regulatory
Authorities, (ii), holding meetings and conversations with Regulatory
Authorities, (iii) Post-Filing Activities, (iv) the activities relating to the
maintenance of Regulatory Approval and (v) the performance of Post-Approval
Studies.

    


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


    
      
         


      

      
        -7-

        
          

        

      

      
         


      

    

     

    1.91       "Regulatory Activities
Costs".  Regulatory Activities Costs shall mean all the costs
and expenses (excluding Development Costs) for Regulatory Activities, including
(i) the fully allocated costs of both Parties' internal clinical, regulatory and
technical personnel engaged in the Regulatory Activities, (ii) the fees and
other amounts to be paid to Regulatory Authority in connection therewith, and
(iii) the costs associated with any Post-Filing Activities or Post-Approval
Studies.

     

    1.92       "Regulatory
Approval".  Regulatory Approval shall mean all the governmental
and regulatory approvals required to Commercialize Product for a particular
indication in a particular country, including any permit, authorization, license
or approval (or waiver) from any Regulatory Authority required for the
Commercialization of Product and separate pricing and/or reimbursement approvals
from Regulatory Authorities even if not legally required for the
Commercialization of Product.

     

    1.93       "Regulatory
Authority". Regulatory Authority shall mean any federal, national,
multinational, state, provincial or local regulatory agency, department, bureau
or other governmental entity with authority over the clinical trial, marketing
and/or sale of a pharmaceutical product in a country, including FDA in the
United States and PMDA in Japan.

     

    1.94       "Regulatory
Exclusivity".  Regulatory Exclusivity shall have the meaning
given to that term under Section 8.6.

     

    1.95       "Regulatory Filings".
Regulatory Filings shall mean all the applications and registrations, including
any INDs, submitted to any Regulatory Authority with respect to Product to
obtain the Regulatory Approval of the Product in a country.

     

    1.96       "Related Party".
Related Party shall mean any of a Party's Affiliates and
Sublicensees.

     

    1.97       "Royalty
Term".  Royalty Term shall be the time-period during which CMIC
shall pay royalties to Dyax under Section 7.5(b).

     

    1.98       "Safety
Data".  Safety Data shall mean adverse event or adverse
experience information, as defined under 21 C.F.R. §600.80 or ICH Guidelines, as
applicable, or their equivalent under any other applicable law, and other
information regarding health risks posed by Product, including
Complaints.

     

    1.99       "Sole
Inventions".  Sole Inventions shall have the meaning given to
that term under Section 8.1(b).

     

    1.100     "Specifications".
Specifications shall mean the specifications, including the necessary
documentation, certificates of analysis and test results, for Drug Substance and
Drug Product, as mutually agreed upon by the Parties.  For the sake of
clarity, the Specifications for Drug Substance and Drug Product may vary by
country, depending on the countries in which Product is Developed or in which
Product is Commercialized.

     

    1.101     "Sublicensee".  Sublicensee
shall mean any Third Party to whom a license or sublicense under any Dyax
Intellectual Property or CMIC Intellectual Property, as the case may be, has
been granted pursuant to this Agreement to Develop, Manufacture or Commercialize
products containing Compound.

     

    1.102     "Sublicensee Development
Data". Sublicensee Development Data shall, as it pertains to Product or
its use, mean all the pharmacology and toxicology data and information,
pre-clinical study data, clinical trial data, protocols, safety data, quality
data and other regulatory information and reports, whether in written or
electronic form, generated or developed by  Sublicensee of either
Party, in the course of performing activities under this Agreement during the
Term.

     

    1.103     "Subsidiary".  Subsidiary
shall mean any Person (a) of which CMIC or Dyax (as applicable) is the direct or
indirect owner of over fifty percent (50%) of the voting share capital or
ownership interest, and/or (b) of which CMIC or Dyax (as applicable) has the
ability to control the policies (or to control the recruitment and dismissal of
the management who determine the policies) through a voting agreement or other
contract or through the articles of association, bylaws or other internal
regulations.

     

    1.104     "Supply
Agreement".  Supply Agreement shall have the meaning given to
that term under Section 6.5.

    


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


    
      
         


      

      
        -8-

        
          

        

      

      
         


      

    

     

    1.105     "Surgical
Field".  Surgical Field shall mean use of a product to prevent
or treat bleeding during the conduct of any procedure involving the use of
instruments (including lasers) to cut, abrade, suture or otherwise physically
change body tissues and/or organs.  Notwithstanding anything to the
contrary, Surgical Field shall specifically exclude all uses in the treatment of
HAE and/or other angioedemas (even during surgery).

     

    1.106     "Term".  Term
shall have the meaning given to that term under Section 12.1.

     

    1.107     "Territory".  Territory
shall mean CMIC Territory or Dyax Territory, as the context
requires.

     

    1.108     "Third
Party".  Third Party shall mean any Person other than Party or
any of its Affiliates.

     

    1.109     "Transfer
Price".  Transfer Price shall mean, with respect to any amount
of the Drug Substance or Drug Product delivered to CMIC by Dyax for use in the
Development, Manufacture or Commercialization of Product, the
[******].

     

    1.110     "United
States".  The United States shall mean the United States of
America and its territories and possessions.

     

    1.111     "Valid
Claim".  Valid Claim shall mean a claim (a) of any issued,
unexpired patent that has not been revoked or held unenforceable or invalid by a
decision of a court or governmental agency of competent jurisdiction from which
no appeal can be taken, or with respect to which an appeal is not taken within
the time allowed for the appeal, and that has not been disclaimed or admitted to
be invalid or unenforceable through reissue, disclaimer or otherwise or (b) of
any patent application that has not been cancelled, withdrawn or abandoned or
been pending for [******].

     

    ARTICLE
II

    MANAGEMENT OF AGREEMENT
ACTIVITIES

     

    2.1        
Joint Steering
Committee.

     

    
      	
               
      

            	
              (a)

            	
              Formation; Purposes
      and Principles.  As soon as practicable after the
      Effective Date, Dyax and CMIC shall establish a joint steering committee
      (the "JSC"), which
      shall have the overall responsibility for the oversight of the Parties'
      activities in Field in accordance with the terms of this
      Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Specific
      Responsibilities.  In addition to its overall
      responsibility for such oversight, the JSC shall in
      particular:

            


    

     

    
      	
               
      

            	
              (i)

            	
              review,
      discuss and agree on the Development activities of CMIC under any
      Development Plan, including without limitation, the clinical study
      endpoints, clinical methodology, monitoring and analysis requirements for
      the clinical studies described in any Development
  Plan;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              review
      and approve the updates by CMIC to each Development Plan not less than
      annually;

            


    

     

    
      	
               
      

            	
              (iii)

            	
              review,
      discuss and agree on the strategy to seek and obtain Regulatory Approval
      of Product, as well as the related pricing and reimbursement approvals, in
      Field in CMIC Territory;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              review
      and monitor the progress in seeking and obtaining Regulatory Approval of
      Product, as well as the related pricing and reimbursement approvals, in
      Field in CMIC Territory;

            


    

     

    
      	
               
      

            	
              (v)

            	
              review,
      discuss and agree on the Trademarks that shall be used in connection with
      the Commercialization of Products in Field in CMIC
    Territory;

            


    

    


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


    
      
         


      

      
        -9-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (vi)

            	
              review,
      discuss and comment on the Commercialization plans and strategies for
      Product in Field in CMIC Territory;

            


    

     

    
      	
               
      

            	
              (vii)

            	
              review,
      discuss and comment on CMIC's order forecasts and commercial supply
      requirements for Product;

            


    

     

    
      	
               
      

            	
              (viii)

            	
              facilitate
      the exchange of data, information, materials and results that may be
      required for the purposes of obtaining Regulatory Approvals for Product in
      Field in CMIC Territory; and

            


    

     

    
      	
               
      

            	
              (ix)

            	
              perform
      such other functions as are expressly provided for elsewhere in this
      Agreement or as are appropriate to further the purposes of this Agreement
      as determined by the Parties, including the periodic evaluations of
      performance against goals under this
Agreement.

            


    

     

    2.2        
Working
Groups.  From time to time, the JSC may establish working
groups (each, a "Working Group") to
oversee the particular projects or activities hereunder, and each Working Group
shall be constituted and shall operate as the JSC determines.

     

    2.3        
Membership.  Each
of the JSC and any Working Group shall be composed of an equal number of
representatives appointed by each of Dyax and CMIC.  The JSC shall
initially have three (3) representatives of each Party, but the JSC may change
its size of the JSC from time to time by the mutual consent of the members of
the JSC.  Each Party may replace its JSC and Working Group
representatives at any time upon written notice to the other Party. The JSC
shall be chaired by a representative of Dyax.  The JSC chairperson
shall be responsible for calling its meetings, preparing and circulating an
agenda for the JSC meeting in advance of the meeting, and preparing and issuing
the minutes of the meeting within [******]thereafter.  The JSC
meetings shall be called by its chairperson upon the request of either
Party.

     

    2.4        
Decision-Making.  The
JSC and any Working Group shall [******].  With respect to the
decisions of the JSC and any Working Group, the representatives of each Party
shall have collectively one vote on behalf of such Party.  Should the
members of a Working Group maintain their disagreement on any matter
[******].

     

    2.5        
Meetings of the JSC
and Working Groups.  The JSC and each Working Group shall hold
meetings at such times as the JSC and such Working Group may determine, but in
no event shall the meetings of the JSC be held less frequently than
[******].  The JSC and any Working Groups shall meet alternately at
Dyax's facilities in Cambridge, Massachusetts, USA and CMIC's facilities in
Tokyo, Japan or at such locations as the Parties may otherwise
agree.  Other representatives of each Party or, with approval of the
JSC and subject to the confidentiality and limited-usage obligations which are
no less stringent than those set forth in Article IX of this Agreement,
representatives of Third Parties involved in the Development, Manufacture or
Commercialization of Product (or the conduct of Regulatory Activities relating
thereto), may attend the meetings of the JSC or such Working Group as nonvoting
observers.  Meetings of the JSC and any Working Groups may be held by
audio or video teleconference with the consent of each Party.  Each
Party shall be responsible for all of its own costs and expenses of
participating in the JSC and any Working Groups.  No action taken at a
meeting of the JSC or a Working Group shall be effective unless a representative
of each Party is present or participating in the meeting.

     

    2.6        
Alliance
Managers.  Each Party shall designate a single alliance
manager, who may be a member of the JSC and/or any Working Group (the "Alliance Manager"),
for all of the activities contemplated under this Agreement.  The
Alliance Managers shall be responsible for the day-to-day worldwide coordination
of the activities contemplated by this Agreement and shall serve to facilitate
communication between the Parties.  The Alliance Managers shall have
the experience and knowledge appropriate to manage such project management
responsibilities.  Each Party may change its designated Alliance
Manager from time to time upon written notice to the other Party.

     

    2.7        
Third Party
Performance of Agreement Activities. CMIC shall be entitled
to utilize the services of Third Parties to Develop, Manufacture (to the extent
permitted under Article VI) and Commercialize Product (and conduct Regulatory
Activities in connection therewith) under the following conditions:

     

    
      	
               
      

            	
              (a)

            	
              any
      use of such Third Party that is Product Competitor shall be subject to
      Dyax's prior written approval;

            


    

    


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


    
      
         


      

      
        -10-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (b)

            	
              CMIC
      shall remain at all times fully liable for its responsibilities under this
      Agreement;

            


    

     

    
      	
               
      

            	
              (c)

            	
              CMIC
      shall not use any Third Party to conduct part or all of its obligations
      under this Agreement unless CMIC's rights under its agreement with such
      Third Party guarantee Dyax the same rights under this Agreement, as
      guaranteed as if CMIC had conducted such obligations;
  and

            


    

     

    
      	
               
      

            	
              (d)

            	
              any
      of CMIC’s agreements with such Third Parties shall provide for
      confidentiality and limited-usage obligations imposed on such Third
      Parties, which are no less stringent than those set forth in Article IX of
      this Agreement.

            


    

     

    ARTICLE
III

    LICENSE GRANTS; TRANSFERS
AND ASSIGNMENTS

     

    3.1         Dyax
Grants.

     

    
      	
               
      

            	
              (a)

            	
              Grant of Rights for
      Development. Subject to the terms and conditions of this Agreement,
      Dyax hereby grants to CMIC an exclusive license under Dyax Intellectual
      Property, with the right to grant sublicenses solely as set forth in
      Section 3.1(d), to Develop, have Developed and conduct Regulatory
      Activities for Compound and Product for use in Field in CMIC
      Territory.  Notwithstanding the foregoing, the exclusive license
      granted by Dyax to CMIC under this Section 3.1(a) does not exclude or
      limit the right of Dyax to use and exploit itself Dyax Intellectual
      Property according to this Agreement, or to license Dyax Intellectual
      Property to Third Parties to Develop Compound or Product for use in Field
      in CMIC Territory, in either case to the extent necessary for Dyax to
      perform its obligations under this
Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Grant of Rights for
      Manufacture.  Subject to the terms and conditions of this
      Agreement, Dyax hereby grants to CMIC an exclusive license under Dyax
      Intellectual Property, with the right to grant sublicenses solely as set
      forth in Section 3.1(d), to Manufacture and have Manufactured Drug
      Substance and Drug Product for use by or on behalf of CMIC, its
      Affiliates, Sublicensees and Third Party contractors for the Development
      and Commercialization of Product in Field in CMIC Territory; provided
      that, except for Manufacturing activities to package and label Product for
      use in Field in CMIC Territory (which activities shall be conducted by
      CMIC at its cost and expense), CMIC shall not exercise any of the rights
      granted to it under this Section 3.1(b) unless and until CMIC exercises
      its step-in rights in accordance with Article VI hereof
  .

            


    

     

    
      	
               
      

            	
              (c)

            	
              Grant of Rights for
      Commercialization.  Subject to the terms and conditions
      of this Agreement, Dyax hereby grants to CMIC an exclusive license under
      Dyax Intellectual Property, with the right to grant sublicenses solely as
      set forth in Section 3.1(d), to Commercialize Product for use in Field in
      CMIC Territory.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Sublicense
      Rights.  CMIC shall be entitled to grant sublicenses
      under the licenses granted to it under Sections 3.1(a), (b) and (c) to its
      Affiliates and to Third Parties under the following
      conditions:

            


    

     

    
      	
               
      

            	
              (i)

            	
              [******];

            


    

     

    
      	
               
      

            	
              (ii)

            	
              CMIC
      may only grant a sublicense
[******]:

            


    

     

    
      	
               
      

            	
              (A)

            	
              [******];
      or

            


    

     

    
      	
               
      

            	
              (B)

            	
              [******].

            


    

     

    For
clarity, any Know-How and Patent Rights so assigned or licensed to CMIC by any
such Affiliate or Third Party shall be deemed to be CMIC Intellectual Property
hereunder;

    


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


    
      
         


      

      
        -11-

        
          

        

      

      
         


      

    

     

    
      	
               
      

            	
              (iii)

            	
              Each
      permitted sublicense under this Section 3.1(d) shall be in writing, shall
      not contravene or be inconsistent or in conflict with the terms of this
      Agreement and shall include the provisions requiring the applicable
      Sublicensee to acknowledge and agree that such sublicense is subject to
      the applicable license(s) granted hereunder and to the relevant terms of
      this Agreement;

            


    

     

    
      	
               
      

            	
              (iv)

            	
              CMIC
      shall at all times remain responsible for the performance of its
      Sublicensees in relation to the sublicenses granted to the Sublicensees
      under Section 3.1 (d) and

            


    

     

    
      	
               
      

            	
              (v)

            	
              CMIC
      shall provide, or cause to be provided, to Dyax a copy of each such
      sublicense agreement [******]; provided that CMIC shall have the right to
      redact any terms contained in such sublicense agreement that are not
      material to Dyax's assessment of whether the sublicense agreement complies
      with the requirements of this Section
3.1(d).

            


    

     

    3.2         Grant Back
License.

     

    
      	
               
      

            	
              (a)

            	
              Subject
      to the terms and conditions of this Agreement, CMIC hereby grants to Dyax
      a non-exclusive, fully paid, royalty-free license, with the right to grant
      sublicenses solely as set forth in Section 3.2(b), under CMIC Intellectual
      Property, to Develop, conduct Regulatory Activities for, Manufacture and
      Commercialize Compound or Product (i) in Field in Dyax Territory, and (ii)
      outside Field in all countries of the
world.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Dyax
      shall be entitled to grant sublicenses under the non-exclusive licenses
      granted to it under to Section 3.2(a) to its Affiliates and to Third
      Parties under the following
conditions:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Each
      permitted sublicense under this Section 3.2(b) shall be in writing, shall
      not contravene or be inconsistent or in conflict with the terms of this
      Agreement, and shall include the provisions requiring the applicable
      Sublicensee to acknowledge and agree that such sublicense is subject to
      the applicable license(s) granted hereunder and to the relevant terms of
      this Agreement;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Dyax
      may only grant a sublicense to
[******]:

            


    

     

    
      	
               
      

            	
              (A)

            	
              [******];
      or

            


    

     

    
      	
               
      

            	
              (B)

            	
              [******].

            


    

     

    For
clarity, any Patent Rights or Know-How so licensed or assigned to Dyax by any
such Affiliate or Third Party shall be deemed to be Dyax Intellectual Property
hereunder;

     

    
      	
               
      

            	
              (iii)

            	
              Dyax
      shall at all times remain responsible for the performance of its
      Sublicensees; in relation to the sublicenses granted to the Sulicensees
      under Section 3.2 (b) (ii) and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              Dyax
      shall provide, or cause to be provided, to CMIC a copy of each such
      sublicense agreement promptly following its execution; provided that Dyax
      shall have the right to redact any terms contained in such sublicense
      agreement that are not material to CMIC's assessment of whether the
      sublicense agreement complies with the requirements of this Section
      3.2(b).

            


    

     

    3.3         Retained
Rights.  Any rights of a Party that are not expressly granted
by such Party to the other Party under this Agreement shall be retained by such
Party. Furthermore, if any right which is granted by a Party to the other Party
is expressly restricted or limited under this Agreement, then any right outside
of the scope of such restriction or limitation shall also be retained by such
Party.  Without limiting the generality of the immediately preceding
sentence, Dyax shall retain the right to (i) exploit and license Dyax
Intellectual Property to Develop, Manufacture and Commercialize Compound and
Product for use in Field in Dyax Territory, without any duty to account to CMIC
or to obtain CMIC's consent for such exploitation or license; (ii) exploit and
license Dyax Intellectual Property to Develop, Manufacture and Commercialize
Compound and Product outside Field in CMIC Territory, without any duty to
account to CMIC or obtain CMIC's consent for such exploitation or license, (iii)
exploit Dyax Intellectual Property for the purposes unrelated to Compound or
Product without any duty to account to CMIC or obtain CMIC's consent for such
exploitation or license, and (iv) otherwise exercise Dyax's rights and perform
Dyax's obligations under this Agreement.

     

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


    
      
         


      

      
        -12-

        
          

        

      

      
         


      

    

     

    3.4         [******].

     

    3.5         Scope of Agreement;
Activities in the Dyax Territory.  The Parties acknowledge and
agree that, unless otherwise expressly stated herein:

     

    
      	
               
      

            	
              (a)

            	
              this
      Agreement sets forth the terms and conditions pursuant to which (i) CMIC
      shall Develop and seek Regulatory Approval for Product in Field in CMIC
      Territory, and (ii) CMIC shall Manufacture and Commercialize Product in
      Field in CMIC Territory; and

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      activities of Dyax to Develop, seek Regulatory Approval for, Manufacture
      and/or Commercialize Compound and/or Product in Field in Dyax Territory
      and outside Field in all countries of the world shall be outside the scope
      of this Agreement and under the sole responsibility of Dyax at its cost
      and expense.

            


    

     

    3.6         Right of Second Offer;
China.  In the event that Dyax has first offered to Defiante
Farmaceutica S.A. (“Defiante”) certain terms and conditions (the “Original
Terms”) of a license to Develop, Manufacture and/or Commercialize Product in the
People’s Republic of China, and if the Original Terms have not been
accepted by Defiante within [******] of such offer or if the Original Terms
have been accepted by Defiante within such [******] period, however, a
final and definite agreement on the full terms and conditions of such
license have not been executed by Dyax and Defiante within [******] of such
offer, Dyax shall secondly offer the Original Terms to CMIC (the “Second
Offer”).  The Original Terms shall set forth
[******].  Within [******] following its receipt of the Second Offer,
CMIC shall notify Dyax in writing of whether it wishes to obtain such license on
the Original Terms.  If CMIC does wish to obtain such license on the
Original Terms, the Parties shall negotiate in good faith for a period of
[******] regarding any additional terms and conditions (other than those set
forth herein) applicable to such license.  If CMIC does not wish to
obtain such license on the Original Terms or if the Parties fail to
execute a final and definite agreement on the full terms and
conditions of such license within such [******] period, Dyax shall be free
to offer such license to any other Person, provided, however, that the terms and
conditions so offered to such other Person should not be more favorable to
such other Person than the Original Terms.  If CMIC does wish to
obtain such license on the Original Terms and the Parties has
executed a final and definite agreement on the full terms and
conditions of such license within such [******] period, then all the terms
and conditions of such license shall be deemed to be part of this
Agreement.  Furthermore, CMIC Territory shall thereafter include the
People's Republic of China.

     

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


    
      
         


      

      
        -13-

        
          

        

      

      
         


      

    

     

    ARTICLE
IV

    DEVELOPMENT AND REGULATORY
MATTERS

     

    4.1         HAE Development Plan.
As soon as practicable after [******], the JSC shall convene to review and
discuss the activities that are necessary to obtain Regulatory Approval of
Product for the treatment of HAE in CMIC Territory.  Following this
process, but in any event no later than [******] after the first day of the
first JSC meeting for the HAE Indication, CMIC and Dyax shall jointly complete,
and the JSC shall approve, a formal plan to obtain Regulatory Approval for
Product in CMIC Territory for the HAE Indication (the "HAE Development
Plan").  The HAE Development Plan shall set forth all the
activities that are necessary to obtain Regulatory Approval of Product for the
treatment of HAE in CMIC Territory as well as the strategies and timelines for
completing such activities.

     

    4.2         Development Plan for Other
Angioedema Indications. As soon as practicable after [******], the JSC
shall convene to review and discuss the activities that are necessary to Develop
and obtain Regulatory Approval of Product for the treatment of such Other
Angioedema in CMIC Territory.  Following this process, as soon as it
is practicable after the first JSC meeting for such Other Angioedema Indication,
CMIC and Dyax shall jointly complete, and the JSC shall approve, a formal plan
to Develop and obtain Regulatory Approval for Product in CMIC Territory for such
Other Angioedema Indication (each, an "Other Angioedema Development
Plan").  Each Other Angioedema Development Plan shall set forth
all the activities that are necessary to obtain Regulatory Approval of Product
for the treatment of such Other Angioedema in CMIC Territory as well as the
strategies and timelines for completing such activities.

     

    4.3         Roles and
Responsibilities.

     

    
      	
               
      

            	
              (a)

            	
              Development
      Activities. CMIC shall assume all the authority and responsibility
      for all the activities conducted relating to the Development of Product
      for any Indication in Field in CMIC Territory; provided that the JSC shall
      review and monitor such activities in accordance with Section 2.1(b) and
      the following process:

            


    

     

    
      	
               
      

            	
              (i)

            	
              CMIC
      shall review and update each Development Plan from time to time (but not
      less frequently than annually) to include therein any additional
      activities required by any Regulatory Authority in CMIC Territory, up
      until filing of the application for Regulatory Approval of Product for the
      applicable Indication in CMIC Territory or the completion of the
      activities covered thereunder;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              CMIC
      shall submit all such proposed updates to the JSC for review and approval
      at the first JSC meeting after such proposal;
  and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      JSC shall review such proposed updates and may approve such proposed
      updates and, upon such approval by the JSC, the HAE Development Plan shall
      be amended accordingly.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Regulatory
      Activities. CMIC shall assume all the authority and responsibility
      for all Regulatory Activities relating to Product for any Indication in
      Field in CMIC Territory; provided that the JSC shall review and monitor
      such activities in accordance with Section 2.1(b).   In
      connection with any such Regulatory Activities, Dyax shall, upon CMIC's
      request, promptly provide CMIC with any Dyax Development Data that is
      reasonably deemed to be necessary or useful for Regulatory Approval of
      Product in Field in CMIC Territory.  For the avoidance of doubt,
      CMIC shall be the holder of all the Marketing Authorization Applications
      filed in CMIC Territory. CMIC may have its Affiliate hold the Marketing
      Authorization Application and Regulatory Approval of Product in Field in
      CMIC Territory.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Reformulation.  Notwithstanding
      anything to the contrary contained herein, any Development or other
      activities relating to the reformulation of Product (including the
      activities conducted under any Development Plan) shall be conducted by
      Dyax.

            


    

     

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


    
      
         


      

      
        -14-

        
          

        

      

      
         


      

    


    4.4         Diligent Development
Efforts

     

    
      	
               
      

            	
              (a)

            	
              CMIC
      shall use [******] to Develop and obtain Regulatory Approval for Product
      in the HAE Indication according to the HAE Development Plan and in any
      Other Angioedema Indication according to the Other Angioedema Development
      Plan approved by the JSC for such Indication in CMIC Territory. For the
      purpose of this Section 4.4(a), CMIC’s [******] shall be deemed satisfied
      by the performance of at least one of the following events in each
      Calendar Year during the Term with respect to each such Indication:
      [******].

            


    

     

    
      	
               
      

            	
              (b)

            	
              Without
      limiting the generality of Section 4.4(a), CMIC (directly or through its
      Related Parties) shall, subject to the provisions of Section 4.4(c) and
      Section 4.4(d), achieve the following specific development milestones for
      Product in the HAE Indication in CMIC
Territory.

            


    

     

    
      
        
          
            
              	
                      Milestone Event

                    	 	
                      Deadline

                    
	 
      	 	 
      
	
                      [******]

                    	 	
                      [******]

                    
	 
      	 	 
      
	
                      [******]

                    	 	
                      [******]

                    


            

          

        

      

    

    


    Each date
indicated in this Section 4.4(b) (and any subsequent dates reflecting an
extension permitted hereunder) shall be extended automatically to reflect any
delay in the achievement of the applicable milestone attributable to External
Factors.  For the purposes of this Section 4.4(b), an “External
Factor” shall mean that one or more of the following events or circumstances,
which has delayed the Development of Product in the HAE Indication in CMIC
Territory, has occurred in the Development, Manufacturing or regulatory
conditions relating to Product; provided that such events or circumstances were
not caused by the negligent act or omission of CMIC or any of its Related
Parties:  [******].  The relevant date(s) in this Section
4.4(b) (and any subsequent dates reflecting an extension permitted hereunder)
shall be extended by the number of days to be agreed upon by the Parties
reasonably based upon the JSC’s reasonable assessment of the period of time
required to reach the applicable milestone event in light of the relevant
External Factors.

     

    
      	
               
      

            	
              (c)

            	
              In
      addition to the foregoing, CMIC may extend the period for completion of
      any milestone event described in Section 4.4(b) above by up to [******],
      upon prior written notice to Dyax and the payment to Dyax of a monthly
      extension fee of [******] for each such [******]
  extension.

            


    

     

    
      	
               
      

            	
              (d)

            	
              If
      CMIC fails to meet its obligations under Section 4.4(b) in any material
      respect, then Dyax shall have, as its sole and exclusive remedy for such
      failure by CMIC, the right to terminate this Agreement pursuant to Section
      12.2(a).

            


    

     

    4.5         Manner of Performance;
Reports.

     

    
      	
               
      

            	
              (a)

            	
              CMIC
      shall perform, or cause to be performed, all of the Development activities
      for which it is responsible under this Agreement, in good scientific
      manner and in compliance with all the applicable laws and regulations and
      good clinical and laboratory
practices.

            


    

     

    
      	
               
      

            	
              (b)

            	
              CMIC
      agrees to keep Dyax fully informed of its progress in, results (including
      the development of any technology or inventions) of, status on and plans
      for developing Product in Field in CMIC
  Territory.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Within
      [******] after the end of each Calendar Quarter in which the Development
      activities are performed by CMIC and at least [******] prior to the
      quarterly meeting of the JSC, CMIC shall provide to the JSC a written
      progress report, which shall describe the Development activities that CMIC
      has performed or caused to be performed during such Calendar Quarter,
      shall evaluate the works performed in relation to the goals and timelines
      established under the applicable Development Plan, and shall provide such
      other information as may be reasonably requested by the JSC with respect
      to such Development activities.

            


    

     

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

     

    
      
         


      

      
        -15-

        
          

        

      

      
         


      

    

    4.6           Exchange of Development
Information.  In accordance with and subject to the terms of
Article IX, on an ongoing basis during the Term:

     

    
      	
               
      

            	
              (a)

            	
              Dyax
      shall, [******], disclose and transfer to CMIC an electronic copy of the
      Common Technical Document for Product in the HAE
      Indication.  Furthermore, within [******], Dyax shall disclose
      and transfer to CMIC all other Dyax Development Data necessary or useful
      to the Development of Compound or Product for use in Field in CMIC
      Territory and shall update such Dyax Development Data and disclose and
      transfer such updated Dyax Development Data to CMIC at least once
      semi-annually.  Dyax acknowledges and agrees that all the data
      generated in connection with the Development activities conducted by Dyax
      and/or its Related Parties with respect to Compound or Product in Field
      may be used by CMIC to obtain the Regulatory Approval for Product in Field
      in CMIC Territory.

            


    

     

    
      	
               
      

            	
              (b)

            	
              CMIC
      shall [******] disclose and transfer to Dyax all the CMIC Development Data
      necessary or useful to the Development of Compound or Product for use in
      Field in  Dyax Territory or outside Field in any country in the
      world and shall update such CMIC Development Data and disclose and
      transfer such updated CMIC Development Data to Dyax at least
      [******].  CMIC acknowledges and agrees that all such data may
      be used by Dyax to obtain the Regulatory Approval for Product in Field in
      Dyax Territory or outside Field in any country of the
    world.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Upon
      reasonable notice during normal business hours as coordinated through the
      Alliance Managers and the JSC, each Party shall provide the other Party
      with such assistance and access to its employees, consultants and
      subcontractors as may be reasonably necessary for such other Party to
      exercise its rights and perform its obligations with respect to the
      Development, Regulatory Activities, Manufacture and/or Commercialization
      of Product under this Agreement.

            


    

     

    4.7           Regulatory Submissions and
Regulatory Approvals.

     

    
      	
               
      

            	
              (a)

            	
              CMIC
      shall own, and may have its Affiliate own, all the Regulatory Filings and
      Regulatory Approvals for Product in Field in CMIC Territory, and shall be
      responsible for the Regulatory Activities for Product in Field in CMIC
      Territory; provided that, unless Dyax otherwise agrees in good faith, any
      Regulatory Filings for Product in the HAE Indication in CMIC Territory
      shall be consistent (to the extent permitted by the applicable law) with
      the Regulatory Filings for Product in the HAE Indication in the United
      States. If permitted under the Japanese laws, Dyax and its Related Parties
      shall have the right to access all the data contained or referenced in
      such Regulatory Filings, including all reports, correspondence and
      conversation logs (“Access and Reference Rights”), and CMIC shall provide
      appropriate notification of Dyax's and its Related Parties' Access and
      Reference Rights to the related Regulatory Authorities. Again, if
      permitted under the Japanese laws, CMIC hereby grants, and shall ensure
      that its Related Parties grant, to Dyax a "Right of Reference or Use," as
      that term is defined in 21 C.F.R. §314.3(b) as amended from time to time,
      and any foreign equivalents thereto, to any and all the data contained or
      referenced in any such Regulatory Filing, including all reports,
      correspondence and conversation logs, and CMIC shall provide appropriate
      notification of Dyax's and its Related Parties' Access and Reference
      Rights to the related Regulatory
      Authorities.   Notwithstanding the foregoing, CMIC agrees
      that Dyax shall have the right to access all the data contained or
      referenced in such Regulatory Filings, through CMIC, to the same extent
      that CMIC or its Related Parties is granted such
  access.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Dyax
      shall own all the Regulatory Filings and Regulatory Approvals for Compound
      and for Product (i) in Field in Dyax Territory and (ii) outside Field in
      any country of the world, and shall be responsible for all the Regulatory
      Activities (i) in Field in Dyax Territory and (ii) outside Field in any
      country of the world.  CMIC and its Related Parties shall have
      the right to access all the data contained or referenced in such
      Regulatory Filings, including all reports, correspondence and conversation
      logs, to the extent applicable to use of Product in Field in CMIC
      Territory, and Dyax shall provide appropriate notification of CMIC's and
      its Related Parties’ Access and Reference Rights to the related Regulatory
      Authorities.  Dyax hereby grants, and shall ensure that its
      Related Parties grant, to CMIC a "Right of Reference or Use," as that term
      is defined in 21 C.F.R. §314.3(b) as amended from time to time, and any
      foreign equivalents thereto, to any and all data contained or referenced
      in any such Regulatory Filings, including all reports, correspondence and
      conversation logs, and Dyax shall provide appropriate notification of
      CMIC's and its Related Parties' Access and Reference Rights to the related
      Regulatory Authorities.

            


    

     

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


    
      
         


      

      
        -16-

        
          

        

      

      
         


      

    


    4.8           Complaints; Adverse Event
Reporting Procedures; Notice of Adverse Events Affecting
Compound.

     

    
      	
               
      

            	
              (a)

            	
              Each
      Party may and shall have access to all the Complaints and Safety Data
      generated by the other Party and/or its Related Parties and contractors in
      connection with the Development, Regulatory Activities, Manufacture and
      Commercialization of Product, subject to and to the extent provided for in
      this Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Each
      Party shall maintain a record of any and all the Complaints and Safety
      Data it receives with respect to Product.  Each Party shall
      notify the other Party in reasonable detail of any Complaint or Safety
      Data received by such Party with respect to Product within sufficient time
      to allow such other Party and/or its Related Parties to comply with any
      and all regulatory and other requirements imposed upon them in any
      jurisdiction in which or for which such Product is being Developed in
      clinical studies or Commercialized.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Each
      Party shall require its Related Parties to provide it with all the
      Complaints and Safety Data relating to Product which they receive. Each
      Party shall provide the other Party with all the Complaints and Safety
      Data which it receives relating to Product and which is necessary or
      desirable for the other Party to comply with all the applicable laws,
      rules and regulations with respect to Product.  Each Party shall
      provide such information to the other Party within [******] after its
      first receipt; provided that any information relating to a serious adverse
      experience (SAE), as that term is defined at 21 C.F.R. §600.80, in the ICH
      Guidelines and/or in the Directive 2001/83/EC, shall be provided to the
      other Party by such party within [******] after such party initially
      receives it.  The Party providing Complaints or Safety Data
      shall make all reasonable efforts to assist the receiving Party with any
      follow-up investigation necessary to comply with applicable laws, rules
      and regulations with respect to
Product.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Dyax
      shall maintain, or Dyax shall enter into an Agreement with a Third Party
      to maintain, a global adverse event database for Product (the "AE Database")
      and shall record any and all Complaints and Safety Data, which
      Dyax  receives in relation to Product, in the AE Database for
      CMIC's use in CMIC Territory. CMIC shall have access to all data in the AE
      Database.

            


    

     

    
      	
               
      

            	
              (e)

            	
              With
      respect to Product in Field in CMIC Territory, CMIC shall be responsible
      for submitting adverse event reports to the applicable Regulatory
      Authorities.  With respect to Product in Field in Dyax Territory
      and outside Field in all countries of the world, Dyax shall be responsible
      for submitting adverse event reports to the applicable Regulatory
      Authorities.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Within
      [******], the Parties shall develop and agree in writing upon the safety
      data exchange procedures governing the coordination of collection,
      investigation, reporting, and exchange of the information concerning any
      adverse experiences, and any product quality and product complaints
      involving adverse experiences, and any other Complaints and Safety Data,
      related to Product, sufficient to enable each Party to comply with its
      legal and regulatory obligations (the "Pharmacovigilance
      Agreement"). Dyax shall execute pharmacovigilance agreements with
      any of CMIC’s future Related Parties involved in the Development,
      Manufacture or Commercialization of Product.  Such
      pharmacovigilance agreements shall conform in all material respects with
      the Pharmacovigilance Agreement to be executed by and between Dyax and
      CMIC.

            


    

     

    
      	
               
      

            	
              (g)

            	
              The
      Parties acknowledge and agree that all the safety data maintained in the
      AE Database for Product may be used by both Parties and their respective
      Related Parties (i) to obtain all the applicable Regulatory Approvals in
      accordance with the terms of this Agreement and (ii) in connection with
      any litigation relating to Product.

            


    

     

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


    
      
         


      

      
        -17-

        
          

        

      

      
         


      

    


    4.9           Audits.  CMIC
shall, and shall require its Related Parties to, keep the true and accurate
records containing all CMIC Development Data.  Such records shall be
kept by CMIC and its Related Parties during the periods required by the
applicable laws and regulations, provided that such periods should not be
shorter than [******] following the end of the calendar year to which they
relate.  Upon [******] prior written notice to CMIC, Dyax and its
Related Parties (or any Person contracted by Dyax) shall be permitted by CMIC,
during normal business hours, to inspect such records and any facilities used by
CMIC or its Related Parties in connection with the Development, Manufacture and
Commercialization of Product for the purpose of ensuring that such activities
are conducted in accordance with the applicable laws and regulations and in
conformity with this Agreement.  The notice provided by Dyax to CMIC
with respect to any such inspection shall indicate the nature and scope of any
such inspection. Dyax shall be responsible for all the external costs associated
with any such inspection, including the cost of translating any internal
documents of CMIC or its Related Parties (if such translation is deemed to be
necessary by Dyax).

     

    ARTICLE
V

    COMMERCIALIZATION

     

    5.1           Commercialization Efforts;
Manner of Performance.

     

    
      	
               
      

            	
              (a)

            	
              Following
      the Regulatory Approval of Product in any Indication in Field in CMIC
      Territory, CMIC shall use Commercially Reasonable Efforts to Commercialize
      Product in CMIC Territory in such
Indication.

            


    

     

    
      	
               
      

            	
              (b)

            	
              In
      connection with its obligation to use Commercially Reasonable Efforts to
      Develop, obtain the Regulatory Approval of and Commercialize Product in
      CMIC Territory in Field, CMIC acknowledges and agrees that it shall not
      engage in the clinical development, manufacture and/or commercialization
      of a therapeutic or prophylactic product that would compete, with Product
      in Field in CMIC Territory.  Notwithstanding the foregoing, the
      Parties understand that CMIC’s dominant business is a contracting business
      and that such contracting business could not affect the extent of such
      Commercially Reasonable Efforts regardless of any products or services
      which CMIC would provide as contractor on behalf of a third party. With
      such understanding, the Parties agree that this Agreement should not
      prevent CMIC from developing or manufacturing any products on behalf of a
      third party as CRO or CMO; although CMIC agrees that it shall not serve as
      a CRO with respect to Competitive Products until it completes enrollment
      of all subjects necessary to complete the clinical development of Product
      in the HAE Indication.

            


    

     

    
      	
               
      

            	
              (c)

            	
              CMIC
      shall perform, or cause to be performed, all the Commercialization
      activities for which it is responsible under this Agreement in compliance
      with all the applicable laws and
regulations.

            


    

     

    5.2           Advertising and Promotional
Materials.  CMIC shall be responsible, at its own cost and
expense, for the creation, preparation, production, reproduction and filing with
the applicable Regulatory Authorities, of the relevant written sales, promotion
and advertising materials relating to Product ("CMIC Promotional
Materials") for Commercialization in Field in CMIC
Territory.  All CMIC Promotional Materials shall be compliant in all
material respects with all the applicable laws, rules and regulations and any
guidelines established by the pharmaceutical industry in the applicable country
in CMIC Territory.  When distributing the information related to
Product or its use (including the information contained in scientific articles,
reference publications and publicly available healthcare economic information),
CMIC shall comply in all material respects with all the applicable laws, rules
and regulations and any guidelines established by the pharmaceutical industry in
the applicable country in CMIC Territory. [******].

     

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


    
      
         


      

      
        -18-

        
          

        

      

      
         


      

    


    5.3           Sales and
Distribution. CMIC and its Related Parties shall be responsible for
booking sales of Product in Field in CMIC Territory and for all the aspects of
the Product order processing, invoicing and collection, distribution, inventory
and receivables, and for handling (at its own cost and expense) all returns,
recalls, and other withdrawals of the Product sold for use in Field in CMIC
Territory.  Dyax and its Related Parties shall be responsible for
booking sales of Product in Field in Dyax Territory and outside Field in any
country in the world and for all the aspects of the Product order processing,
invoicing and collection, distribution, inventory and receivables, and for
handling (at its own cost and expense) all returns, recalls, and other
withdrawals of the Product sold for use in Field in Dyax Territory and outside
Field in any country in the world.

     

    5.4           Cross-Territory and
Cross-Field Sales.  CMIC shall not, and shall ensure that its
Related Parties agree not to, sell Product in Field in Dyax Territory or outside
Field in any country in the world. If CMIC or any of its Related Parties
receives any orders relating to use of Product in Field in Dyax Territory or
outside Field in any country of the world, it shall refer such orders to
Dyax.  Dyax shall be a third party beneficiary of the agreements
between or among CMIC, its Affiliates, licensees, distributors and wholesalers
with respect to such restriction, with the right to enforce such agreements.
Furthermore, CMIC shall make Commercially Reasonable Efforts to restrict the
ability of any Third Parties to export Product outside of CMIC Territory for
sale and/or use in Field in Dyax Territory or outside Field in any country of
the world.

     

    5.5           Recalls and Market
Withdrawals.  If any Regulatory Authority in CMIC Territory
requests a recall or takes a similar action in connection with the Product being
Developed, Manufactured or Commercialized by CMIC under this Agreement, or if
either Party determines that an event, incident or circumstance has occurred
that may result in the need for a recall or market withdrawal of such Product,
the Party notified of such recall or similar action, or the Party that
determines the need for such recall or market withdrawal, shall, within [******]
of such notification or determination, advise the other Party thereof by e-mail,
overnight courier or facsimile.  CMIC shall, in consultation with
Dyax, determine whether to conduct a recall of Product in CMIC Territory and the
manner in which any such recall shall be conducted (except in the case of a
government mandated recall, when CMIC may act for such recall without such
advance notice but shall notify Dyax thereof as soon as possible).  In
the event that CMIC is responsible for such recall, CMIC shall bear the expense
of such recall conducted in CMIC Territory.  In the event that Dyax is
responsible for such recall, Dyax shall reimburse CMIC for the expense of such
recall conducted by CMIC in CMIC Territory and shall repay CMIC for the amount
in which CMIC has paid to Dyax for such recalled Product. Each Party shall make
available to the other Party all of its pertinent records that may be reasonably
requested in order to effect any such recall.

     

    ARTICLE
VI

    MANUFACTURE AND SUPPLY OF
DRUG PRODUCT

     

    6.1           Manufacture of Drug
Substance and Drug Product.  Dyax shall Manufacture Drug
Substance and Drug Product for CMIC (or its designee) in sufficient quantities
to satisfy the requirements of CMIC and its Related Parties for use in
Developing, obtaining Regulatory Approval of, and Commercializing Product in
Field in CMIC Territory pursuant to this Agreement; provided that such
Manufacture by Dyax shall not include packaging and labeling (which shall be
conducted by CMIC at its cost and expense) and that the foregoing obligation of
Dyax to Manufacture Drug Substance and Drug Product shall be subject to the
following terms and conditions:

     

    
      	
               
      

            	
              (a)

            	
              Exclusivity.  Dyax
      shall be CMIC's sole and exclusive manufacturer of all Drug Substance and
      Drug Product requirements of CMIC and its Related Parties, unless
      otherwise agreed by Dyax in
writing.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Forecasts.  Within
      [******] following the filing of the Marketing Authorization Application
      for Product in the HAE Indication in CMIC Territory, and within
      [******]following the commencement of each Calendar Quarter occurring
      thereafter, CMIC shall give to Dyax a forecast of Product supply
      requirements for the [******], determined in good faith and based upon
      commercially reasonable estimates of Product sales.  Each such
      forecast shall summarize the projected Product demand, inventory targets,
      and inventory levels (including the projected Drug Substance Inventory
      levels) and the estimated quantities of Drug Substance and Drug Product
      that CMIC expects to order, in accordance with Sections 6.1(c) and
      (e).

            


    

     

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


    
      
         


      

      
        -19-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (c)

            	
              Orders for Drug
      Substance; Delivery.

            


    

     

    
      	
               
      

            	
              (i)

            	
              For
      quantities of Drug Substance required by CMIC, CMIC shall provide Dyax
      with binding purchase orders for Drug Substance.  CMIC may place
      no more than [******].

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Upon
      CMIC's issuance of a binding order for Drug
  Substance:

            


    

     

    
      	
               
      

            	
              (A)

            	
              Each
      such order shall be considered accepted by and binding upon Dyax, unless
      such order exceeds the Drug Substance Order Limit for the relevant
      Calendar Quarter,
      in which case such order shall be considered accepted by Dyax unless Dyax
      provides written notice objecting to such order within [******] after
      Dyax's receipt of such order. In case of  objection, Dyax shall
      provide the quantity requested up to the Drug Substance Order Limit for
      the relevant Calendar Quarter and shall use [******]to provide the
      additional requested quantity.

            


    

     

    
      	
               
      

            	
              (B)

            	
              Dyax
      shall have [******]after Dyax's receipt of such order to provide CMIC the
      latest start and completion date for that order. In turn, CMIC will have
      [******] thereafter to acknowledge and accept this schedule, negotiate a
      change, or cancel the order. In order to keep cost of goods as low as
      possible, the preference will be to combine all binding orders for Drug
      Substance into single campaigns. Any binding order placed per the above
      conditions will be scheduled to begin production
  [******].

            


    

     

    
      	
               
      

            	
              (iii)

            	
              All
      Drug Substance manufactured by Dyax shall, at the option of CMIC, be (A)
      held as Drug Substance Inventory by Dyax (or its Third Party contractor)
      on behalf of CMIC pursuant to Section 6.1(d) or (B) delivered
      [******].  All Drug Substance shall be delivered within [******]
      following the quality release of such Drug
  Substance.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Drug Substance
      Inventory.  If and to the extent that CMIC requests that
      Drug Substance manufactured by Dyax for CMIC be held as Drug Substance
      Inventory, then Dyax shall be responsible for the handling and custody of
      such Drug Substance Inventory (including insurance to cover risk of loss
      of such Drug Substance Inventory); provided that all costs directly
      related to the handling, custody and insurance of the Drug Substance
      Inventory shall be reimbursed by
CMIC.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Orders for Drug
      Product; Delivery.

            


    

     

    
      	
               
      

            	
              (i)

            	
              For
      the quantities of Drug Product required by CMIC, CMIC shall provide Dyax
      with the binding purchase orders for Drug Product.  The Parties
      shall agree on the frequency of such purchase orders and on the maximum
      and minimum numbers of vials per such a purchase order in the Supply
      Agreement. Notwithstanding the foregoing, CMIC may at any time provide
      Dyax with the binding purchase orders for any number of vials of Drug
      Product to be used as investigational new drug for Development of Product
      in Field in CMIC Territory.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Upon
      CMIC's issuance of a binding order for Drug
  Product:

            


    

     

    
      	
               
      

            	
              (A)

            	
              Each
      such order shall be considered accepted by and binding upon Dyax, unless
      such order exceeds the Drug Product Order Limit for the relevant Calendar
      Quarter, in which
      case such order shall be considered accepted by Dyax unless Dyax provides
      CMIC with written notice objecting to such order within [******] after
      Dyax's receipt of such order. In case of such objection, Dyax shall
      provide CMIC with Drug Product in the quantity up to the Drug Product
      Order Limit for the relevant Calendar Quarter and shall use Commercially
      Reasonable Efforts to provide CMIC with the additional quantity of Drug
      Product based upon Dyax's determination of the Drug Product supply
      requirements for it and its other
licensees.

            


    

     

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


    
      
         


      

      
        -20-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (B)

            	
              Dyax
      shall have [******] after Dyax's receipt of such order to provide CMIC the
      latest start and completion date for the order. In turn, CMIC shall have
      [******] thereafter to acknowledge and accept this schedule, negotiate a
      change thereto, or cancel the order. The Parties agree that the delivery
      dates of Drug Product from Dyax to CMIC shall be provided for in the
      Supply Agreement.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              All
      the Drug Products manufactured by Dyax shall be delivered
      [******].  Any Drug Product shall be delivered within [******]
      following the quality release of such Drug Product (but not later than
      [******] after such Drug Product is filled).  At the time of
      such delivery, such Drug Product shall have a shelf life equal to
      [******].

            


    

     

    
      	
               
      

            	
              (f)

            	
              Supply Shortage;
      Allocation of Drug Substance and Drug Product.  Upon the
      occurrence of any event that causes the amount of Drug Substance and/or
      Drug Product Manufactured by Dyax to be insufficient to fully meet the
      quantities ordered by CMIC under Sections 6.1(c) and (e), then Dyax shall
      promptly notify CMIC
  thereof.  Thereafter:

            


    

     

    
      	
               
      

            	
              (i)

            	
              if
      such a supply shortage in fulfilling the orders properly placed by CMIC on
      Dyax for Drug Substance or Drug Product is caused by manufacturing
      failures or delays, the then current Drug Substance or Drug Product
      available for supply by Dyax shall be allocated between the Parties and
      Dyax's Sublicensees on a pro-rata basis based on the then current good
      faith forecasted requirements for Drug Substance or Drug Product by such
      entities; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              if
      such a supply shortage is caused by CMIC’s inaccurate forecasts or
      otherwise arisen as a result of the orders placed on Dyax by CMIC for Drug
      Substance in excess of the applicable Drug Substance Order Limit or the
      orders placed on Dyax by CMIC for Drug Product in excess of the applicable
      Drug Product Order Limit, then the allocation provided for in Section
      6.1(f)(i) above shall not apply.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Pricing. With
      respect to any amount of Drug Substance or Drug Product Manufactured by
      Dyax for CMIC for use in the Development or Commercialization of Product,
      CMIC shall pay to Dyax the applicable Transfer Price for such Drug
      Substance or Drug Product.  Such Transfer Price shall be paid as
      follows:

            


    

     

    
      	
               
      

            	
              (i)

            	
              if
      and to the extent that the external Manufacturing Costs of Drug Substance
      and/or Drug Product are incurred by Dyax in advance of the actual delivery
      of Drug Product to CMIC, such Manufacturing Costs shall be invoiced to
      CMIC and CMIC shall pay such invoice within [******] after receipt
      thereof; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      balance of the Transfer Price and such external Manufacturing Costs of
      Drug Substance and/or Drug Product paid under item (i) above shall be paid
      by CMIC within [******] after receipt of the relevant invoice to be issued
      by Dyax after the quality release (duly documented) of the Drug
      Product.

            


    

     

    6.2           Quality.

     

    
      	
               
      

            	
              (a)

            	
              Certificates of
      Analysis.  Dyax shall provide CMIC with the certificates
      of analysis related to each batch of Drug Substance or Drug Product
      delivered to CMIC hereunder.  These certificates shall document
      that each such batch delivered to CMIC conforms to
      Specifications.  Further, Dyax shall provide CMIC with the batch
      disposition paperwork documenting the requirements of cGMPs at the time of
      such delivery. These materials shall include the date of Manufacture and
      the applicable expiry date of each such
batch.

            


    

     

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


    
      
         


      

      
        -21-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Quality Control
      Testing.  Dyax shall perform, or have performed such
      quality control tests as are indicated in Specifications.  Dyax
      shall make the results of such quality control tests available to CMIC on
      or before the date that the related Drug Substance or Drug Product is
      delivered to CMIC hereunder.  No production batch of the Drug
      Substance or Drug Product shall be released for such delivery unless such
      quality control tests show that the Drug Substance or Drug Product meets
      Specifications.  CMIC shall not perform or re-perform the
      control quality tests that support any such certificate of analysis.
      Notwithstanding the foregoing, CMIC may perform such quality tests if
      required by any Regulatory Authority in CMIC
  Territory.

            


    

     

    6.3           Responsibility for Product
Manufacturing Process.  At all times during which Dyax is
manufacturing Drug Substance and Drug Product for CMIC (or its designee) under
Section 6.1, Dyax shall have the sole authority over Product Manufacturing
Process under this Agreement, and shall be fully responsible for all the costs
and expenses incurred in connection therewith, except to the extent that Dyax is
to be reimbursed by CMIC for such costs and expenses as provided for
herein.  Without in any way limiting the foregoing, Dyax shall have
the sole authority to (i) select the contract manufacturers involved in Product
Manufacturing Process, (ii) terminate any contracts with the contract
manufacturers involved in Product Manufacturing Process, and/or (iii)
internalize Product Manufacturing Process by Manufacturing Drug Substance and/or
Drug Product within the facilities owned or controlled by Dyax.

     

    6.4           Step-in
Rights.

     

    
      	
               
      

            	
              (a)

            	
              For
      Cause.  Notwithstanding the restrictions set forth in
      Section 3.1(b) that preclude CMIC from Manufacturing or having
      Manufactured Drug Substance and Drug Product, CMIC shall have the option,
      exercisable at any time within [******] after occurrence of any of the
      following events, to enter into a direct contractual relationship with
      Dyax's CMO(s) to have them Manufacture Drug Substance and/or Drug Product
      as necessary to meet the requirements of CMIC and its Related Parties for
      Development and Commercialization of Product in Field in CMIC
      Territory:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      quantity of such Drug Substance and/or Drug Product as supplied by Dyax
      pursuant to the binding orders placed by CMIC under Section 6.1(c) or (e)
      is less than [******]of the quantity so ordered by CMIC, [******];
      provided that, for the purposes of this Section 6.4(a)(i), the amount of
      any order placed by CMIC under Section 6.1(c) that is in excess of the
      related Drug Substance Order Limit or the amount of any order placed by
      CMIC under Section 6.1(e) that is in excess of the related Drug Product
      Order Limit may not be applied toward the calculation of any supply
      shortage contemplated under this Section
  6.4(a)(i);

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Regulatory
      Authority notifies Dyax or CMIC in writing that Product Manufacturing
      Process does not comply with the applicable laws and regulations in CMIC
      Territory and [******]; or

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Dyax
      elects to discontinue the Manufacture of Drug Substance and Drug Product
      to CMIC as provided for in the Supply
Agreement.

            


    

     

    If CMIC
elects to exercise its option under this Section 6.4(a), then all of Dyax's
obligations under Section 6.1 shall terminate; provided that:

     

    
      	
               
      

            	
              (iv)

            	
              Dyax
      shall provide reasonable assistance to CMIC, at its expense, to enable
      CMIC to assume the responsibility for Product Manufacturing Process as it
      applies to Drug Substance and/or Drug Product. The assistance shall
      include introducing CMIC to Dyax's CMOs and working with CMIC and the CMOs
      to coordinate technology transfers and any other actions reasonably
      required in order to enable CMIC to enter into a direct contractual
      relationship with, and be supplied Drug Substance and Drug Product
      directly from, any such CMO. Any Drug Substance or Drug Product so
      Manufactured by CMIC may be used solely for the Development and
      Commercialization of Product in Field and in CMIC Territory in accordance
      with the terms of this Agreement.

            


    

     

    
      	
               
      

            	
              (v)

            	
              At
      CMIC's option and request, Dyax shall continue to Manufacture and supply
      Drug Product to CMIC [******], or until such time as all of the assistance
      under Section 6.4(a)(iv) has been
completed.

            


    

     

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


    
      
         


      

      
        -22-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (vi)

            	
              Each
      Party shall appoint at least one manufacturing logistics and quality
      assurance manager to support the Parties' respective Manufacturing
      activities, and to function as a liaison with the other Party's
      manufacturing logistics and quality assurance manager on the matters
      relating to the Manufacture and supply of Drug Substance and Drug Product
      under this Agreement.

            


    

     

    
      	
               
      

            	
              (b)

            	
              For
      Convenience.  Notwithstanding the restrictions set forth
      in Section 3.1(b) that preclude CMIC from Manufacturing or having
      Manufactured Drug Product, CMIC shall have the right, exercisable at its
      convenience, to obtain from Dyax the right to Manufacture and have
      Manufactured Drug Product (but not Drug Substance) as necessary to meet
      the requirements of CMIC and its Related Parties for Development and
      Commercialization of Product in Field in CMIC Territory.  If
      CMIC has elected to exercise its option under this Section 6.4(b), then
      all of Dyax's obligations with respect to the Manufacture of Drug Product
      (but not Drug Substance) under Section 6.1 shall terminate; provided
      that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              Dyax
      shall provide reasonable assistance to CMIC at CMIC's expense to enable
      CMIC to assume the responsibility for the Manufacture of Drug Product. The
      assistance shall include introducing CMIC to Dyax's CMOs and working with
      CMIC and the CMOs to coordinate any necessary technology transfers and
      taking such other actions as may be reasonably required in order to enable
      CMIC to assume the responsibility for the Manufacture of Drug Product. Any
      Drug Product so Manufactured by CMIC may be used solely for the
      Development and Commercialization of Product in Field and in CMIC
      Territory in accordance with the terms of this
  Agreement.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              Each
      Party shall appoint at least one manufacturing logistics and quality
      assurance manager to support the Parties' respective Manufacturing
      activities, and to function as a liaison with the other Party's
      manufacturing logistics and quality assurance manager on the matters
      relating to the Manufacture of Drug Substance and Drug Product under this
      Agreement.

            


    

     

    Notwithstanding
the election by CMIC to assume the Manufacture of Drug Product under this
Section 6.4(b), Dyax shall remain responsible for the Manufacture of Drug
Substance and, in lieu of holding all the Drug Substance ordered by CMIC under
Section 6.1(d) as Drug Substance Inventory, Dyax shall deliver all such Drug
Substance directly to CMIC (or its designee).  In consideration for
the Drug Substance so delivered by Dyax to CMIC, CMIC shall pay to Dyax the
applicable Transfer Price for the Drug Substance.  Such Transfer Price
shall be paid as follows:

     

    
      	
               
      

            	
              (iii)

            	
              if
      and to the extent that the external Manufacturing Costs of Drug Substance
      are incurred by Dyax in advance of the actual delivery thereof to CMIC,
      such Manufacturing Costs shall be invoiced to CMIC and CMIC shall pay such
      invoice within [******] after receipt thereof;
  and

            


    

     

    
      	
               
      

            	
              (iv)

            	
              the
      balance of the Transfer Price and such external Manufacturing Costs of
      Drug Substance paid under item (iii) above shall be paid by CMIC within
      [******] after receipt of the relevant invoice to be issued by Dyax after
      the quality release (duly documented) of the Drug
    Substance.

            


    

     

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


    
      
         


      

      
        -23-

        
          

        

      

      
         


      

    


    6.5           Supply and Quality
Agreements.  After the Effective Date, the Parties shall
negotiate in good faith and enter into a comprehensive supply agreement pursuant
to which Dyax shall supply Drug Substance and Drug Product to CMIC (the "Supply Agreement")
together with a quality agreement. The quality agreement shall conform with the
industry standards governing the Drug Substance and Drug Product supplied
pursuant to the Supply Agreement (the "Quality
Agreement").  The Supply Agreement and the Quality Agreement
shall include the terms and conditions similar to those set forth in Sections
6.1 through 6.4 of this Agreement and shall contain such other terms and
conditions that the Parties mutually agree that are customary for supply
agreements and quality agreements of this type.

     

    6.6           [******].

     

    ARTICLE
VII

    FINANCIAL
PROVISIONS

     

    7.1           License Fee. As soon
as possible following the Effective Date (but in no event no later than [******]
thereafter), CMIC shall pay to Dyax an upfront license fee in the amount of Four
Million Dollars ($4,000,000) as partial consideration for the rights granted by
Dyax to CMIC under this Agreement.

     

    7.2           Milestone
Payments.

     

    
      	
               
      

            	
              (a)

            	
              Approval in HAE
      Indication. Within [******] following the Regulatory Approval of
      Product for the HAE Indication by the Japanese Government, CMIC shall pay
      to Dyax a one-time milestone payment in the amount of
      [******].

            


    

     

    
      	
               
      

            	
              (b)

            	
              Approval in Acquired
      Angioedema Indication. Within [******] following the Regulatory
      Approval of Product for the acquired angioedema Indication by the Japanese
      Government, CMIC shall pay to Dyax a one-time milestone payment in the
      amount of [******].

            


    

     

    
      	
               
      

            	
              (c)

            	
              Approval in
      Drug-Induced Angioedema Indication. Within [******]following the
      Regulatory Approval of Product for the drug-induced angioedema Indication
      by the Japanese Government, CMIC shall pay to Dyax a one-time milestone
      payment in the amount of [******].

            


    

     

    7.3           Ongoing
Costs.  CMIC shall be solely responsible for (i) all the
Development Costs incurred in connection with the Development of Product for any
Indication in Field in CMIC Territory, (ii) all the Regulatory Activities Costs
associated with obtaining the Regulatory Approval for Product for any Indication
in Field in CMIC Territory, and (iii) all the costs associated with the
Commercialization of Product in Field in CMIC Territory.

     

    7.4           Sales
Milestones.  Within [******] of the end of the calendar year in
which each of the following events has occurred for the first time with respect
to annual Net Sales of Product (cumulative for all Indications) in CMIC
Territory, CMIC shall make the following payments to Dyax:

     

    
      
        	
                Milestone Event

              	 
      	
                Payment

              
	
                First
      calendar year in which Net Sales of Product in CMIC Territory are greater
      than [******]

              	 
      	
                [******]

              
	
                First
      calendar year in which Net Sales of all Product in CMIC Territory are
      greater than [******]

              	 
      	
                [******]

              
	
                First
      calendar year in which Net Sales of all Product in CMIC Territory are
      greater than [******]

              	 
      	
                [******]

              
	
                First
      calendar year in which Net Sales of all Product in CMIC Territory are
      greater than [******]

              	 
      	
                [******]

              
	
                First
      calendar year in which Net Sales of all Product in CMIC Territory are
      greater than [******]

              	 
      	
                [******]

              
	
                First
      calendar year in which Net Sales of all Product in CMIC Territory are
      greater than [******]

              	 
      	
                [******]

              
	
                First
      calendar year in which Net Sales of all Product in CMIC Territory are
      greater than [******]

              	 
      	
                [******]

              
	
                First
      calendar year in which Net Sales of all Product in CMIC Territory are
      greater than [******]

              	 
      	
                [******]

              


      

    

    


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


    
      
         


      

      
        -24-

        
          

        

      

      
         


      

    


    For the
avoidance of doubt, each of the foregoing milestone payments is a separate
payment and shall be paid only once by CMIC.  Consequently, the
maximum amount that CMIC is obligated to pay to Dyax under this Section 7.4 is
[******].

     

    7.5           Royalties.

     

    
      	
               
      

            	
              (a)

            	
              Royalty
      Rates.  For each calendar year during Royalty Term, CMIC
      shall pay Dyax royalties on the annual Net Sales of Product in CMIC
      Territory at the following rates:

            


    

     

    
      
        
          
            
              
                
                  
                    
                      	
                              Net Sales of Product during a Calendar
      Year

                            	 
      	
                              Rate

                            
	
                              Portion
      of Net Sales [******]

                            	 
      	
                              [******]

                            
	
                              Portion
      of Net Sales [******]

                            	 
      	
                              [******]

                            
	
                              Portion
      of Net Sales [******]

                            	 
      	
                              [******]

                            


                    

                  

                

              

            

          

        

      

    

    


    
      	
               
      

            	
              (b)

            	
              Royalty
      Term.  The royalty payment obligations of CMIC for the
      Net Sales of Product in CMIC Territory at the rates set forth in Section
      7.5(a) shall be determined on a country-by-country basis and shall
      continue until the later of (i) the expiration of the last Valid Claim of
      the Dyax Patent Rights Covering the composition of matter, use or sale of
      Product in Field in such country or (ii) the tenth anniversary of the
      First Commercial Sale of such Product in Field in such
      country.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Blocking Third Party
      Patent Rights; In-Licenses.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Dyax
      shall be responsible for paying any milestones, royalties or other
      payments due for any In-License of the Blocking Third Party Patent Rights
      that are allocable to the Development, Manufacture or Commercialization of
      Product (in its existing form as of the Effective Date) in the HAE
      Indication in CMIC Territory.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              CMIC
      shall be responsible for paying any milestones, royalties or other
      payments due for any In-License of the Blocking Third Party Patent Rights
      that are allocable to the Development, Manufacture or Commercialization of
      Product for any Indications other than the HAE Indication in Field in CMIC
      Territory.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Royalties to
      [******].  Dyax shall be responsible for all the
      royalties, milestones or other payments payable to [******] under [******]
      License Agreement with respect to the Net Sales of Product by CMIC and its
      Related Parties in Field in CMIC
Territory.

            


    

     

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


    
      
         


      

      
        -25-

        
          

        

      

      
         


      

    


    (e)           General.

     

    
      	
               
      

            	
              (i)

            	
              Royalties
      shall be calculated (and paid) only once for each Product
      sold.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              No
      royalties shall be due upon the sale or other transfer of Product among
      CMIC or its Related Parties, but in such cases royalties shall be due and
      calculated upon CMIC's or its Related Party's Net Sales of such Product to
      the first Third Party.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              No
      royalties shall accrue on the disposition of Product in reasonable
      quantities by CMIC or its Related Parties as samples (for promotion or
      otherwise).

            


    

     

    7.6           Net Sales Reports and
Royalty Payments.  Within [******] after the end of each
Calendar Quarter during which royalties are due from CMIC to Dyax pursuant to
Section 7.5, CMIC shall submit to Dyax a report, on a country-by-country basis,
providing an accounting of the Net Sales of Product during such Calendar
Quarter, and the calculation of the royalties due for such Net Sales under
Section 7.5.   Within [******] after the end of such Calendar
Quarter, CMIC shall pay to Dyax all such royalties payable by it under Section
7.5, as indicated in the report.

     

    7.7           Audits.  Each
Party shall, and shall require its Related Parties to, keep the true and
accurate records and books of account containing all the data necessary for the
calculation of the amounts payable by it and its Related Parties under this
Agreement, including the royalties due under Section 7.5.  Such
records and books of account shall be kept by such Party and its Related Parties
during the periods required by the applicable laws and regulations, provided
that such periods should not be shorter than [******] following the end of the
calendar year to which they relate.  Upon one
Party's  written request (the "Requesting Party"),
the other Party (the "Audited Party") shall
permit and have its Related Parties permit an international firm of independent
certified public accountants which is appointed by agreement between the Parties
or, failing such agreement within [******] after the initiation of discussions
between them, appointed by the Requesting Party from such firms that have not
performed auditing or other services for either Party or their Related Parties
in the previous [******], to  inspect such records and books of
account of the Audited Party and its Related Parties and to carry out the
following activities:

     

    
      	
               
      

            	
              (a)

            	
              such
      accounting firm shall be given access to and shall be permitted to examine
      and copy such books and records of the Audited Party and its Related
      Parties and any other documentation that may be relevant for the purposes
      hereof upon [******] notice having been given to the Audited Party by the
      Requesting Party and during any reasonable time periods on Business Days
      for the purpose of certifying  (i) if the Audited Party is CMIC,
      that the Net Sales or other relevant sums calculated by CMIC and its
      Related Parties during any calendar year have been reasonably calculated,
      true and accurate in conformity with this Agreement or, if this is not
      their opinion, certifying the Net Sales or other relevant sums for such
      period which in their judgment and evaluation is true and correct; or (ii)
      if the Audited Party is Dyax, that the Manufacturing Costs charged by Dyax
      to CMIC during any calendar year have been reasonably calculated, true and
      accurate in conformity with this Agreement or, if this is not their
      opinion, certifying the Manufacturing Costs for such period which in their
      judgment and evaluation is true and
correct;

            


    

     

    
      	
               
      

            	
              (b)

            	
              prior
      to any such examination taking place, such accounting firm shall undertake
      to the Audited Party in writing that it shall keep all the information and
      data contained in such books and records strictly confidential and shall
      not disclose such information and data or copies of such books and records
      to any Person, including the Requesting Party, but shall only use the same
      for the purpose of performing the calculations referred to in Section
      7.7(a);

            


    

     

    
      	
               
      

            	
              (c)

            	
              any
      such access, examination and certification shall occur no more than once
      per calendar year;

            


    

     

    
      	
               
      

            	
              (d)

            	
              the
      Audited Party shall make and shall have its Related Parties make available
      to such accounting firm the personnel to answer such accounting firm's
      reasonable queries on all such books and records which are required for
      the purpose of calculating the amounts referred to in Section
      7.7(a);

            


    

     

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


    
      
         


      

      
        -26-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (e)

            	
              any
      amount that is found by such accounting firm to be due by one Party to the
      other Party shall be paid by the owing Party to such other Party within
      [******] of the final determination of such amount by such accounting
      firm, provided that, in the event that either Party disagrees on such
      determination, such Party may refer the matter to the arbitration pursuant
      to Section 13.3 within [******] of the date of being notified in writing
      of such determination; and

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      reasonable cost of such certification by such accounting firm shall be the
      responsibility of the Audited Party if the certification shows either (i)
      that the Audited Party has underpaid monies due to the Requesting Party by
      more than [******] over a calendar year, or (ii) that the Audited Party
      has overcharged the Requesting Party for Manufacturing Costs, Development
      Costs or other relevant sums subject to reimbursement under this Agreement
      by more than [******] over a calendar year.  In all other
      instances, the reasonable cost of such certification by such accounting
      firm shall be the responsibility of the Requesting
  Party.

            


    

     

    7.8           Taxes; Deductions and
Set-Offs.  All the payments required under this Agreement shall
be made without deduction or withholding of any taxes or similar governmental
charges imposed by any governmental agencies in any
jurisdictions.  Any withholding taxes imposed on such payments shall
be the sole responsibility of the paying Party.  Such payments shall
be made without deduction, deferment, set-off, lien or counterclaim of any
nature. The Parties recognize that the Parties are required to follow the
procedures under the “Convention between the Government of Japan and the
Government of the United States of America for the Avoidance of Double Taxation
and the Prevention of Fiscal Evasion with respect to Taxes on Income” that may
apply to any payments under this Section 7.

     

    7.9           United States
Dollars.  All the dollar ($) amounts specified in this
Agreement are the United States dollar amounts.

     

    7.10        Currency
Exchange.  With respect to the Net Sales invoiced and the
expenses incurred in U.S. dollars hereunder, such Net Sales and expenses and the
amounts due to the receiving Party hereunder shall be expressed in U.S.
dollars.  With respect to the Net Sales invoiced and the expenses
incurred in a currency other than U.S. dollars hereunder, such Net Sales and
expenses shall be expressed in the currency, in which such Net Sales have been
invoiced or such expenses have been incurred, together with their U.S. dollar
equivalents, calculated at the average of the spot rate on the first and last
Business Days of the Calendar Quarter in which such Net Sales have been invoiced
or such expenses have been incurred.  The "closing mid-point rates"
found in the "dollar spot forward against the dollar" table published by The
Financial Times or any other publication as agreed to by the Parties shall be
used as the source of such spot rates.  All the payments hereunder
shall be made in U.S. dollars.

     

    7.11        Blocked
Payments.  If, by reason of the applicable laws, rules or
regulations in any country, it becomes impossible or illegal for CMIC or its
Related Parties to transfer, or have transferred on their behalf, the royalties
or other payments hereunder to Dyax, CMIC shall promptly notify Dyax of the
conditions preventing such transfer and such royalties or other payments shall
be deposited by CMIC or its Related Parties in the local currency in the
relevant country to the credit of Dyax in a recognized banking institution
designated by Dyax or, if none is designated by Dyax within a period of [******]
after such notification, in a recognized banking institution selected by CMIC or
its Related Party, as the case may be, and identified in a notice given to
Dyax.

     

    7.12        Late
Payments.  The owing Party shall pay interest to the owed Party
on the aggregate amount of any payments that are not paid on or before [******]
after the date such payments are due under this Agreement at a rate per annum
equal to [******], calculated on the number of days which elapse on and until
such payments are paid after the date such payments are due hereunder. The
interest shall be compounded monthly.

     

    ARTICLE
VIII

    INTELLECTUAL PROPERTY
OWNERSHIP, PROTECTION AND RELATED MATTERS

     

    8.1           Ownership of
Inventions.

     

    
      	
               
      

            	
              (a)

            	
              Ownership of Product
      Intellectual Property.   Notwithstanding anything to
      the contrary contained in this Agreement, the Parties acknowledge and
      agree that Dyax is, and throughout the Term of this Agreement shall
      remain, the owner of:

            


    

     

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


    
      
         


      

      
        -27-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (i)

            	
              Existing
      Dyax Patent Rights; and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              all
      other Know-How, Patent Rights and other intellectual property that Covers
      the  Compound or its sale, use or manufacture in Field,
      including without limitation, any such intellectual property generated,
      developed, conceived or reduced to practice by or on behalf of CMIC or any
      of its Related Parties.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Sole
      Inventions.  Except as set forth in Section 8.1(a), each
      Party shall exclusively own all the Inventions generated, developed,
      conceived or reduced to practice in the course of performing the
      activities under this Agreement solely by such Party, its Related Parties
      and its and their employees, agents, consultants and contractors ("Sole
      Inventions").  The Sole Inventions generated, developed,
      conceived or reduced to practice solely by CMIC, its Related Parties, and
      its and their employees, agents, consultants and contractors are referred
      to herein as "CMIC Sole
      Inventions".  The Sole Inventions generated, developed,
      conceived or reduced to practice solely by Dyax, its Related Parties, and
      its and their employees, agents, consultants and contractors, as well as
      [******], are referred to herein as "Dyax Sole
      Inventions".

            


    

     

    
      	
               
      

            	
              (c)

            	
              Joint Inventions and
      Joint Know-How.  Except as set forth in Section 8.1(a),
      the Parties shall jointly own all the Inventions generated, developed,
      conceived or reduced to practice in the course of performing the
      activities under this Agreement jointly by the employees, agents,
      consultants, and contractors of CMIC and its Related Parties on the one
      hand, and by the employees, agents, consultants and contractors of Dyax
      and its Related Parties on the other hand, on the basis of each Party
      having an undivided interest therein in whole ("Joint
      Inventions").  The Parties shall jointly own all Joint
      Know-How and Joint Patent Rights on a worldwide basis deeming such joint
      ownership to be the same rights as the joint ownership interests of
      co-inventors named on the United States patents under the United States
      patent laws, including the right to practice Joint Know-How and Joint
      Patents and to grant to others a license to the same, without obtaining
      the consent of or accounting to the other
Party.

            


    

     

    (d)           Inventorship; Implementation
of Joint Ownership.

     

    
      	
               
      

            	
              (i)

            	
              For
      the purposes of determining whether a certain Invention is a CMIC Sole
      Invention, a Dyax Sole Invention or a Joint Invention, the questions of
      inventorship shall be resolved in accordance with the United States patent
      laws.  If a dispute arises between the Parties as to such
      inventorship determination, and such dispute cannot be resolved by the
      patent counsels to the Parties, the Parties shall refer such determination
      to a third patent counsel reasonably acceptable to the Parties, who shall
      make the final determination of such inventorship which shall be binding
      upon the Parties and their respective
inventors.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              In
      order to implement the rights of joint ownership throughout the world as
      provided for in Section 8.1(c), each Party hereby assigns to the other
      Party, and hereby grants to the other Party all the consents, licenses and
      waivers, in each case that are necessary to achieve such joint ownership
      and the rights associated with such joint ownership worldwide, and agrees
      to provide to the other Party the documents that evidence or may be
      required to record such assignments, consents, licenses and waivers
      promptly upon the other Party's request.  Promptly after being
      requested in writing by the other Party, each Party shall provide to the
      other Party all the documents and instruments required to evidence or
      record any such assignments, consents, licenses or waivers, or (to the
      extent consistent with this Agreement) to enforce the rights in Joint
      Patent Rights.  Each Party hereby appoints the other Party as
      the appointing Party's attorney-in-fact to execute and deliver each of the
      foregoing documents and instruments if the other Party is unable to obtain
      the appointing Party's signature on any such documents and instruments
      though making reasonable efforts to obtain
it.

            


    

     

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


    
      
         


      

      
        -28-

        
          

        

      

      
         


      

    


    8.2           Prosecution and Maintenance
of Patent Rights.

     

    
      	
               
      

            	
              (a)

            	
              As
      used in this Section 8.2(a), the term "Prosecuting
      Party" shall mean (i) Dyax with respect to the filing, prosecution
      and maintenance of Dyax Patent Rights, and any Joint Patent Rights that
      [******], and (ii) CMIC with respect to the filing, prosecution and
      maintenance of all other Joint Patent Rights.  The Prosecuting
      Party shall use Commercially Reasonable Efforts to prepare, file,
      prosecute and maintain the Patent Rights for which it is responsible under
      this Section 8.2(a) and shall confer with and keep the other Party
      reasonably informed regarding the status of such activities. In addition,
      the Prosecuting Party shall have the following obligations with respect to
      the filing, prosecution and maintenance of any Patent Rights for which it
      is responsible under this Section
8.2(a):

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      Prosecuting Party shall use Commercially Reasonable Efforts to provide to
      the other Party for review and comment a substantially completed draft of
      any patent applications included within the Patent Rights for which it is
      responsible under this Section 8.2(a) at least [******] prior to the
      filing of any such patent applications and consider [******] any comments
      from such other Party if it has received such comments
    timely;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              the
      Prosecuting Party shall provide the other Party promptly after any such
      filing with copies of all the material communications received by it from
      or filed by it in patent offices with respect to such filing;
      and

            


    

     

    
      	
               
      

            	
              (iii)

            	
              the
      Prosecuting Party shall consult with the other Party on any action that
      would materially affect the scope, validity, enforceability, or
      maintenance of any Valid Claim included within the Patent Rights for which
      it is responsible under Section 8.2(a) a reasonable time prior to taking
      or failing to take such action, including providing access by such other
      Party to the complete files of any patent nullification, opposition,
      interference, re-examination, reissue or patent term extension proceedings
      instituted anywhere in the world without regard to Territory or
      Field.

            


    

     

    Furthermore,
if the Prosecuting Party elects not to undertake the preparation, filing,
prosecution, defense and/or maintenance of any Patent Rights for which it is
made the Prosecuting Party hereunder (or, after commencement
of such filing, prosecution, defense and/or maintenance, desires to cease the
prosecution, defense or maintenance of any Patent Rights for which it is
responsible hereunder), then the Prosecuting Party shall promptly notify the
other Party of such election and the other Party shall be entitled (but not
obligated), at its expense, to assume the preparation, filing, prosecution,
defense and/or maintenance of such Patent Rights.  Notwithstanding the
foregoing, CMIC shall not be entitled to assume the preparation, filing,
prosecution, defense and/or maintenance of any Dyax Patent Rights that Cover
Compound or its use in Field.

     

    
      	
               
      

            	
              (b)

            	
              Costs and
      Expenses.  Any costs and expenses incurred by a Party in
      preparing, filing, prosecuting, maintaining or defending the Joint Patent
      Rights shall be shared equally by the Parties.  Any costs and
      expenses incurred by Dyax in preparing, filing, prosecuting, maintaining
      or defending Dyax Patent Rights in any Territory shall be paid solely by
      Dyax.

            


    

     

    8.3           Third Party
Infringement.

     

    
      	
               
      

            	
              (a)

            	
              Notice.  Each
      Party shall promptly report in writing to the other Party during the Term
      any known or suspected (i) infringement of any of Dyax Patent Rights, CMIC
      Patent Rights or Joint Patent Rights or (ii) unauthorized use of any of
      Dyax Know-How, CMIC Know-How or Joint Know-How that, in each case, would
      involve the activities of Third Parties that may adversely affect the
      Commercialization of Product in Field (a "Competitive
      Infringement") of which such Party becomes aware and shall provide
      the other Party with all the available evidence supporting such known or
      suspected Competitive Infringement. Dyax shall keep CMIC informed of any
      disputes or proceedings involving any of Dyax Patent Rights anywhere in
      the world where a Competitive Infringement would involve a product
      containing Compound.

            


    

     

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


    
      
         


      

      
        -29-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              Cooperation with
      Respect to Competitive Infringements.  With respect to
      any Competitive Infringement described in Section 8.3(a) above, the
      Parties shall at all times cooperate with, share all material notices and
      filings in a timely manner with, provide all reasonable assistance to each
      other and use Commercially Reasonable Efforts to mutually agree upon an
      appropriate course of action, including, as appropriate, the preparation
      of material court filings and any discussions concerning prosecution
      and/or settlement of any claims against any such Competitive
      Infringements.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Final
      Authority.  The final decisions on whether to initiate a
      proceeding, against a Competitive Infringement and the course of action in
      such proceeding, including settlement negotiations and settlement terms,
      shall be made (i) with respect to Dyax Patent Rights and any Patent
      Rights owned solely by Dyax under this Agreement, [******], (ii) with
      respect to any CMIC Patent Rights, [******], and (iii) with respect
      to any Joint Patent Rights, [******]. Any disagreement between the Parties
      concerning the enforcement of Joint Patent Rights shall be referred to
      Executive Officers for resolution pursuant to Section 13.1 and, if not
      resolved as provided for in Section 13.1, shall be resolved as provided
      for in Sections 13.2 and 13.3.

            


    

     

    
      	
               
      

            	
              (d)

            	
              Conduct of Litigation;
      Costs.  The Party initiating suit with respect to any
      Competitive Infringement shall have the sole and exclusive right to select
      counsel for the suit, provided that such selected counsel shall be
      reasonably acceptable to the other Party and neither previously nor
      presently adverse to such other Party.  If and to the extent
      that the initiating Party is unable to initiate or prosecute the suit
      solely in its own name or it is otherwise advisable in order to obtain an
      effective remedy through the suit, the other Party shall join the suit at
      the initiating Party’s cost and shall execute and cause its Related
      Parties to execute all the documents necessary for the initiating Party to
      initiate, prosecute and maintain the suit; provided that CMIC shall be
      required to join any suit initiated by Dyax with respect to a Competitive
      Infringement only to the extent that such suit relates to the Competitive
      Infringement in CMIC Territory.  Such other Party shall offer
      reasonable assistance to the initiating Party in connection with the suit
      at no charge except for reimbursement of the reasonable out-of-pocket
      expenses incurred by it in rendering the assistance; provided that CMIC
      shall be required to offer reasonable assistance to Dyax only to the
      extent relating to a suit initiated by Dyax in connection with the
      Competitive Infringement in CMIC Territory  The initiating Party
      shall assume and pay all of its own out-of-pocket costs incurred by it in
      connection with any suit, litigation or proceedings initiated by it with
      respect to a Competitive Infringement, including the fees and expenses of
      the counsel selected by it.  CMIC shall have the right to
      participate and be represented in any such suit as is based on a
      Competitive Infringement in CMIC Territory, by its own counsel at its own
      expense.

            


    

     

    
      	
               
      

            	
              (e)

            	
              Recoveries.
      With respect to any suit or action that is based on a Competitive
      Infringement in CMIC Territory, any recovery obtained as a result of any
      such proceedings by settlement or otherwise shall be allocated in the
      following order of priority:

            


    

     

    
      	
               
      

            	
              (i)

            	
              first,
      the Parties shall be reimbursed for all the costs incurred by them in
      connection with such proceedings and not otherwise recovered and, if such
      obtained recovery is less than such costs, the amount of such
      reimbursement shall be shared pro rata in accordance with the cost
      incurred by each Party in connection therewith;
  and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              second
      [******].

            


    

     

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


    
      
         


      

      
        -30-

        
          

        

      

      
         


      

    


    8.4           Claimed Infringement; Patent
Invalidity Claims.  If a Party becomes aware of any claim that
the Development, Manufacture or Commercialization of Product would infringe the
intellectual property rights of any Third Party, the Party shall promptly notify
the other Party of such claim.  For any such case, the Parties shall
cooperate and shall mutually agree upon an appropriate course of
action.  The costs and expenses of any action instituted for any such
case (including the reasonable fees of attorneys and other professionals) shall
be borne by the Party defending against the claim.  The other Party
may, at its own expense and with its own counsel, participate in such action,
defending against the claim. Each Party shall provide to the other Party copies
of any notices it receives from Third Parties regarding any patent nullity
actions, any declaratory judgment actions and any alleged infringement or
misappropriation of Third Party’s intellectual property rights relating to the
Development, Manufacture or Commercialization of Product.  Such
notices shall be so provided promptly, but in no event after more than [******]
following receipt thereof.  Neither Party shall enter into any
settlement of such action without the prior written consent of the other Party
(which consent shall not unreasonably be withheld, delayed or conditioned) if
such settlement includes a finding, stipulation or agreement that any Dyax
Intellectual Property or CMIC Intellectual Property is invalid or unenforceable,
or results in or requires a reduction in the scope or abandonment of a claim or
enforceable right in any Dyax Intellectual Property or CMIC Intellectual
Property.  Any disputes between the Parties under this Section 8.4
shall be determined in accordance with the provisions of Section
13.3.

     

    8.5           Patent Term
Extensions.  The Parties shall cooperate with each other in
gaining patent term extensions and supplemental protection certificates wherever
applicable to Patent Rights in CMIC Territory Controlled by either Party that
Cover Compound, Product or their method of manufacture or use.  The
Parties shall [******].

     

    8.6           Non-Patent Regulatory
Exclusivity.  CMIC shall have the exclusive right to apply for
Regulatory Exclusivity for Product in Field in CMIC Territory.  As
used in this Section 8.6, "Regulatory
Exclusivity" shall mean a government-granted right to exclude others from
manufacturing, using or selling a pharmaceutical product, other than a right
conferred solely by a Patent Right.

     

    8.7           Patent
Marking.  To the extent customary in the pharmaceutical
industry in each Party's respective Territory and where notice is required to
accrue damages or other rights for patent infringement, each Party agrees to
comply with the patent marking statutes in each country in its Territory in
which Product is sold by such Party and/or its Related Parties.

     

    8.8           Trademarks.

     

    
      	
               
      

            	
              (a)

            	
              Each
      Party and its Affiliates shall retain all right, title and interest in and
      to its and their respective corporate names and
  logos.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Dyax
      shall own all Product Trademarks applicable to Product in Field in Dyax
      Territory or outside of Field in all the countries of the world during the
      Term ("Dyax
      Product Trademarks").

            


    

     

    
      	
               
      

            	
              (c)

            	
              Dyax
      hereby grants CMIC a royalty-free and paid-up license, with the right to
      grant sublicenses to the Sublicensees under Section 3.1(d), to use Dyax
      Product Trademarks in connection with the Commercialization of Products in
      Field in CMIC Territory.  CMIC shall use and shall have such
      Sublicensees use Dyax Product Trademarks in accordance with the sound
      trademark and trade name usage principles and any reasonable guidelines
      provided to CMIC by Dyax in connection
  therewith.

            


    

     

    
      	
               
      

            	
              (d)

            	
              If
      and to the extent that Dyax Product Trademarks are not capable of being
      used in connection with the Commercialization of Product in Field in any
      country of CMIC Territory, then CMIC and its Sublicensees under Section
      3.1(d) shall be free to select and utilize the trademarks of its own
      ("CMIC Product
      Trademarks") in connection with the Commercialization of Product in
      Field in such country of CMIC Territory; provided that any such trademark
      or its use in the Commercialization of Product shall not adversely affect
      Dyax's own trademarks or other
rights.

            


    

     

    
      	
               
      

            	
              (e)

            	
              If
      Dyax or CMIC has Knowledge of any suspected infringement of Dyax Product
      Trademarks or CMIC Product Trademarks by Third Parties, the Party having
      such Knowledge shall promptly inform the other Party of such suspected
      infringement.  Dyax and CMIC shall thereafter consult and
      cooperate with each other to determine the course of action against such
      suspected infringement.  In any event, Dyax shall have the sole
      right to take such steps as may be required to enforce Dyax Product
      Trademarks in any countries of the world, and CMIC shall have the sole
      right to take such steps as may be required to enforce CMIC Product
      Trademarks in CMIC Territory.  Each Party shall keep the other
      Party informed of developments in any court action or proceedings for such
      suspected infringement, including the status of any settlement
      negotiations and the terms of any offer related
  thereto.

            


    

     

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


    
      
         


      

      
        -31-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (f)

            	
              CMIC
      shall have the sole responsibility and authority for, and control of, all
      the package labeling and all the package inserts (and any changes or
      supplements thereto) for Product for Commercialization in CMIC Territory,
      including determining the packaging and trade dress for
      Product.

            


    

     

    ARTICLE
IX

    CONFIDENTIALITY AND
PUBLICITY

     

    9.1           Confidential
Information.  Each Party shall keep in confidence and not
disclose to any Third Party, or use for any purpose, except pursuant to, and in
order to carry out, the terms and objectives of this Agreement, any Confidential
Information of the other Party.  As used herein, "Confidential
Information" shall mean all the trade secrets or confidential or proprietary
information designated as such in writing by the disclosing Party, including any
CMIC Know-How and Dyax Know-How, whether by appropriate letters or by the use of
an appropriate stamp or legend, prior to or at the time when any such trade
secret or confidential or proprietary information is disclosed by the disclosing
Party to the receiving Party.  Notwithstanding the foregoing, the
information which is orally or visually disclosed to the receiving Party by the
disclosing Party, or is disclosed in writing without appropriate letters, stamps
or legends to the receiving Party by the disclosing Party, shall constitute
Confidential Information if (x) it would be apparent to a reasonable person,
familiar with the disclosing Party's business and the industry in which it
operates, that such information is of a confidential or proprietary nature, the
maintenance of which is important to the disclosing Party, or (y) the disclosing
Party, within [******] after such disclosure, delivers to the receiving Party
the written documents describing such information as confidential or proprietary
and referencing the place and date of such oral, visual or written disclosure
and the names of the employees or officers of the receiving Party to whom such
disclosure has been made.  Confidential Information shall further
include all the Confidential Information (as such term is defined in the
[******] Confidentiality Agreement between the Parties) disclosed to the
receiving Party by the disclosing Party pursuant to such Confidentiality
Agreement prior to the Effective Date.  The restrictions on the
disclosure and use of Confidential Information set forth in this Section 9.1
shall not apply to any Confidential Information that:

     

    
      	
               
      

            	
              (a)

            	
              is
      known to the receiving Party or its Affiliates, without any
      confidentiality and limited-usage obligations for such Confidential
      Information, prior to disclosure of such Confidential information to them
      by the disclosing Party or its Affiliates hereunder or under the
      Confidentiality Agreement (as evidenced by the receiving Party's or its
      Affiliates' written records);

            


    

     

    
      	
               
      

            	
              (b)

            	
              is
      part of the public domain or publicly known prior to disclosure of such
      Confidential Information to the receiving Party or its Affiliates by the
      disclosing Party or its Affiliates, or becomes part of the public domain
      or publicly known through no fault of the receiving Party or its
      Affiliates;

            


    

     

    
      	
               
      

            	
              (c)

            	
              is
      disclosed to the receiving Party or its Affiliates, without any
      confidentiality and limited-usage obligations for such Confidential
      Information, by  Third Party having the legal right to make such
      disclosure without violating any confidentiality and limited usage
      obligations  that such Third Party assumes towards the
      disclosing Party or its Affiliates;
or

            


    

     

    
      	
               
      

            	
              (d)

            	
              is
      independently discovered or developed by the receiving Party or its
      Affiliates (as evidenced by the receiving Party's or its Affiliates'
      written records).

            


    

     

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


    
      
         


      

      
        -32-

        
          

        

      

      
         


      

    


    Notwithstanding
the obligations of confidentiality and limited-usage set forth above, the
receiving Party may provide the Confidential Information disclosed to it to (i)
Regulatory Authorities or other governmental authorities in order to seek or
seek or obtain patents or to gain or maintain the authorization to Develop,
Manufacture or Commercialize Product hereunder; provided that such Confidential
Information shall be disclosed only to the extent reasonably necessary to seek
or obtain patents or to gain or maintain such authorization, (ii) the extent
required by the applicable laws, including the rules or regulations of the
United States Securities and Exchange Commission or similar governmental
authorities in countries other than the United States. as well as the rules or
regulations of any stock exchange or listing entities, (iii) any bona fide
actual or prospective underwriters, investors, lenders, other financing sources,
collaborators, licensees, sublicensees, strategic partners or acquirors, in each
case who are subject to the confidentiality and limited-usage obligations with
respect to such Confidential Information no less strict than those set forth in
this Section 9.1, to the extent reasonably necessary to enable such actual or
prospective underwriters, investors, lenders, other financing sources,
collaborators, licensees, sublicensees, strategic partners or acquirors to
determine their interest in underwriting an issue of, making an investment in,
lending money to, otherwise providing financing to, collaborating with,
licensing intellectual properties from, partnering with or acquiring, the
receiving Party.  In addition, if either Party is required to disclose
the Confidential Information of the other Party by regulations, laws or legal
processes, including the rules or regulations of FDA, any similar Regulatory
Authorities in countries other than the United States, the United States
Securities and Exchange Commission or any stock exchange or listing entities,
such Party shall, if practicable under the circumstances, provide to such other
Party, prior to such intended disclosure, a copy of the proposed text of any
such written disclosure or the proposed content of any such non-written
disclosure, and the disclosing Party shall consider in good faith any comments
received by it from such other Party with respect to such proposed disclosure
and shall disclose only such Confidential Information of such other Party as is
so required to be disclosed.  The Parties agree and acknowledge that
each Party is subject to the disclosure requirements under the Securities
Exchange Act of 1934 and related laws and regulations.  Therefore, in
addition to the foregoing obligations, if a Party is required to publicly
disclose the other Party's Confidential Information in accordance with such laws
or regulations, the Party subject to such disclosure obligations shall, at least
[******] prior to such intended disclosure (unless impracticable under the
circumstances), provide to such other Party a copy of the proposed text of any
such disclosure, so as to permit such other Party to publicly disclose the
Confidential Information on or before the date on which the Party originally
subject to such disclosure obligations publicly discloses the Confidential
Information in accordance with such laws or regulations. The confidentiality and
limited-usage obligations set forth in this Section 9.1 and in the
Confidentiality Agreement shall survive the expiration or termination of this
Agreement and shall continue for [******] after such expiration or
termination.

     

    9.2           Related Party, Employee,
Consultant and Advisor Obligations.  Except as set forth in
Section 9.1, each Party may provide or permit access to the Confidential
Information received by such party from such Party only to the receiving Party's
Related Parties, and to the employees, consultants, advisors and subcontractors
of such Party and its Related Parties, who have a need to know such Confidential
Information to assist such Party and its Related Parties with the Development,
Manufacture and Commercialization of Product in accordance with this Agreement
and who are subject to the obligations of confidentiality and limited-usage with
respect to such Confidential Information no less strict than the obligations of
confidentiality and limited-usage imposed on such Party as set forth in Section
9.1; provided that Dyax and CMIC should each remain responsible for any failure
by its Related Parties, and its and its Related Parties' respective employees,
consultants, advisors and subcontractors, to treat such Confidential Information
as required under this Section 9.2.

     

    9.3           Publicity; Terms of
Agreement.

     

    
      	
               
      

            	
              (a)

            	
              Following
      the Effective Date, the Parties shall at a mutually agreeable time issue a
      mutually agreeable joint press release regarding the subject matter of
      this Agreement.  After issuance of such initial joint press
      release, neither Party shall issue any other press release or public
      announcement regarding the execution or terms of this Agreement without
      the prior written approval of the other Party, which approval shall not be
      unreasonably withheld, conditioned or delayed, except that a Party may (i)
      issue such press release or public announcement regarding the execution or
      terms of this Agreement if the contents of such press release or public
      announcement have previously been made public other than through a breach
      of this Agreement by the issuing Party; and (ii) issue such press release
      or public announcement regarding the execution or terms of this Agreement
      if required by the applicable regulations or laws, including the rules or
      regulations of FDA, the United States Securities and Exchange Commission
      or similar Regulatory Authorities in a countries other than the United
      States or of any stock exchange or listing entities; provided that, with
      respect to the press releases and public announcements made pursuant to
      the foregoing clause (ii), the Party subject to such requirement includes
      in the press releases or public announcements only such information
      relating to Compound, Product or this Agreement as is required by such
      applicable regulations or laws, and shall comply with the last three (3)
      sentences of Section 9.1.

            


    

     

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


    
      
         


      

      
        -33-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              In
      addition, if at any time a Party is legally required to file a copy of
      this Agreement with the Securities and Exchange Commission (or its
      counterpart in any country other than the United States), the Party shall
      attempt to obtain confidential treatment of such economic and trade secret
      information as included herein for which such treatment is reasonably
      available in accordance with the applicable laws and regulations and the
      SEC's (or its counterpart's) practice.  To that end, the Party
      shall, at least fifteen (15) days in advance of any such filing, provide
      the other Party with a draft set of redactions to this Agreement for which
      confidential treatment should be so sought from them, and shall
      incorporate such other Party's reasonable comments as to the additional
      information, which it would like to redact, into the above economic and
      trade secret information, and shall seek from them the confidential
      treatment for such additional
information.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Either
      Party may further disclose the terms of this Agreement which have been
      publicly disclosed pursuant to Sections 9.3(a) or
      (b).  Otherwise, the terms of this Agreement shall be treated as
      Confidential Information of both Parties.  Such undisclosed
      terms may be disclosed by a Party to its prospective and actual licensees,
      Sublicensees, employees, officers, consultants, subcontractors, agents,
      accountants, lawyers, advisers, bankers, lenders and investors who are
      bound to the obligations of confidentiality and limited-usage
      substantially equivalent in scope and extent to or no less strict than
      those set forth in this Article IX.

            


    

     

    9.4           Publications.  During
the Term, if a Party desires to publicly disclose any New Information in
scientific journals or publications or through scientific presentations, the
Party shall provide the other Party with an advance copy of any such proposed
abstracts, posters, scientific presentations and scientific journals or
publications incorporating such New Information prior to submission for
publication.  With regard to such abstracts, posters, and scientific
presentations, the advance copy shall be provided by the Party to the other
Party at least [******] prior to submission for public
disclosure.  With regard to such scientific journals or publications,
the advance copy shall be provided by the Party to the other Party at least
[******] prior to submission for public disclosure.  The other Party
shall have a reasonable opportunity to recommend to the Party any changes to
such advance copies it [******].  The disputes concerning the public
disclosure shall be referred to Executive Officers for resolution pursuant to
Section 13.1 and, if not resolved as provided for in Section 13.1, shall be
resolved as provided for in Sections 13.2 and 13.3.  For the purposes
of this Section 9.4, "New Information"
shall mean any and all ideas, inventions, data, writings, protocols,
discoveries, improvements, trade secrets, materials or other proprietary
information which has not been previously disclosed to the public, which may
arise, be conceived or developed by the Parties or their Related Parties during
the Term in the course of performing this Agreement and which is specifically
related to the Development, Manufacture or Commercialization of
Product.

     

    ARTICLE
X

    REPRESENTATIONS AND
WARRANTIES

     

    10.1           Representations of
Authority.  Each Party represents and warrants to the other
Party that, as of the Effective Date, it has the full corporate right, power and
authority to enter into this Agreement and to perform its obligations under this
Agreement; that it has the right to grant to the other Party the licenses and
sublicenses granted to the other Party pursuant to this Agreement; and that this
Agreement has been duly executed by such Party.

     

    10.2           Consents.  Each
Party represents and warrants to the other Party that, except for any Regulatory
Approvals, pricing and/or reimbursement approvals, manufacturing approvals
and/or similar approvals necessary for the Development, Manufacture or
Commercialization of Product, all the necessary consents, approvals and
authorizations of all the government authorities and other persons required to
be obtained by it as of the Effective Date in connection with the execution,
delivery and performance of this Agreement have been obtained by the Effective
Date.

     

    10.3           No
Conflict.  Each Party represents and warrants to the other
Party that, notwithstanding anything to the contrary in this Agreement, the
execution and delivery of this Agreement by such Party, the performance of such
Party's obligations hereunder and the licenses and sublicenses to be granted by
such Party pursuant to this Agreement (a) do not conflict with or violate any
requirements of any laws, rules or regulations existing as of the Effective Date
and applicable to such Party and (b) do not conflict with, violate, breach or
constitute a default under any contractual obligations of such Party or any of
its Affiliates existing as of the Effective Date.

     

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


    
      
         


      

      
        -34-

        
          

        

      

      
         


      

    


    10.4         Enforceability.  Each
Party represents and warrants to the other Party that, as of the Effective Date,
this Agreement constitutes a legal and valid obligation binding upon such Party
and is enforceable against such Party in accordance with the terms and
conditions hereof, except as such enforceability may be limited by applicable
insolvency and other applicable laws affecting creditors' rights generally or by
the availability of equitable remedies.

     

    10.5         No
Debarment.  Each Party represents and warrants to the other
Party that neither such Party nor any of its Affiliates has been debarred or is
subject to debarment under the applicable laws of any country in any Territory.
Each Party agrees that neither it nor any of its Affiliates will use in any
capacity, in connection with the Development, Manufacture or Commercialization
of Product, any person who has been debarred under the applicable laws of any
country in any Territory.  Each Party agrees to inform the other Party
in writing immediately if such Party or any person used by such Party or any of
its Affiliates to perform services hereunder is debarred or is the subject of a
conviction, or if any action, suit, claim, investigation or legal or
administrative proceeding is pending or, to the best of such Party's Knowledge,
is threatened, relating to the debarment or conviction of such Party or any
person used in any capacity by such Party or any of its Affiliates in connection
with the Development, Manufacture or Commercialization of Product.

     

    10.6         Additional Representations
and Warranties of Dyax.  Dyax represents and warrants to CMIC
that, as of the Effective Date:

     

    
      	
               
      

            	
              (a)

            	
              Dyax
      has not granted, and will not grant during the Term, any rights, licenses
      or interests in or to Dyax Intellectual Property or any other intellectual
      property in the way that would conflict with any of the rights or licenses
      granted by Dyax to CMIC under this
Agreement;

            


    

     

    
      	
               
      

            	
              (b)

            	
              except
      for [******] License Agreement, there is no agreement between Dyax and any
      Third Party that imposes an obligation to pay royalties or any other
      amounts to such Third Party based on the Development, Manufacture or
      Commercialization of Product in Field in CMIC
  Territory;

            


    

     

    
      	
               
      

            	
              (c)

            	
              Exhibit B sets
      forth a complete and correct list of all the Dyax Patent Rights existing
      as of the Effective Date that claim Compound, Product, its formulation or
      method of manufacture or use; except for the Dyax Patent Rights licensed
      under [******] License Agreement, Dyax is the sole and exclusive owner (as
      listed in the records of the relevant governmental entities) of all the
      rights, titles and interests in and to Existing Dyax Patent Rights and any
      other Dyax Intellectual Property;

            


    

     

    
      	
               
      

            	
              (d)

            	
              Dyax
      has not granted and shall not grant any lien, security interest, mortgage
      or other encumbrance (excluding any licenses) with respect to any Dyax
      Intellectual Property, and has not permitted and shall not permit any
      lien, security interest, mortgage or other encumbrance (excluding any
      licenses) to attach to any Dyax Intellectual
  Property;

            


    

     

    
      	
               
      

            	
              (e)

            	
              Dyax
      has obtained the effective assignment of all the rights, titles and
      interests of any and all Third Parties (including officers and employees)
      in and to Existing Dyax Patent Rights (and all the Inventions claimed
      thereunder); all the inventors of any Dyax Patent Rights have executed or
      will have executed effective assignments of such inventions to Dyax, and
      all such assignments are and shall be valid and
    enforceable;

            


    

     

    
      	
               
      

            	
              (f)

            	
              the
      issued Existing Dyax Patent Rights are in full force and to the Knowledge
      of Dyax: (i) all the necessary registration, maintenance and renewal fees
      and any other payment due and owed with respect to such Patent Rights have
      been fully paid and all the necessary documents and certificates have been
      filed with the relevant governmental entities for the purpose of
      maintaining such Patent Rights; (ii) such Patent Rights disclose the
      patentable subject matters under 35 U.S.C. Section 101 and their
      counterparts under the laws of the jurisdictions outside the United
      States; and (iii) Dyax and each of its Affiliates have complied with the
      required duty of candor and good faith in dealing with the U.S. Patent and
      Trademark Offices and similar governmental entities in other countries
      (collectively, the "Patent
      Offices"), including the duty to disclose to the Patent Offices all
      the information required to be disclosed under all the applicable laws and
      regulations;

            


    

     

    
      	
               
      

            	
              (g)

            	
              there
      are no claims or demands of any Third Party or any actions, suits or other
      proceedings (including re-examination, opposition or interference
      proceedings) pending or threatened against Dyax or any of its Affiliates
      with respect [******]; and

            


    

     

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


    
      
         


      

      
        -35-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (h)

            	
              to
      the Knowledge of Dyax, the development, manufacture, commercialization,
      use or sale of Product (as it exists on the Effective Date) in the HAE
      Indication as contemplated hereunder
[******].

            


    

     

    10.7        No
Warranties.  EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN,
NEITHER PARTY MAKES ANY REPRESENTATION OR EXTENDS ANY WARRANTIES OF ANY KIND,
EITHER EXPRESS OR IMPLIED, TO THE OTHER PARTY, AND, EXCEPT AS OTHERWISE
EXPRESSLY SET FORTH HEREIN, EACH PARTY HEREBY DISCLAIMS ALL IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT WITH
RESPECT TO COMPOUND AND PRODUCT.  EACH PARTY HEREBY DISCLAIMS ANY
REPRESENTATION OR WARRANTY THAT THE DEVELOPMENT, MANUFACTURE AND
COMMERCIALIZATION OF PRODUCT PURSUANT TO THIS AGREEMENT WILL BE
SUCCESSFUL.

     

    ARTICLE
XI

    INDEMNIFICATION, DAMAGES AND
INSURANCE

     

    11.1     
 By
CMIC.  CMIC shall defend, indemnify and hold harmless Dyax, its
Affiliates and licensees and their respective directors, officers, employees and
agents from and against all claims, demands, liabilities, damages, penalties,
fines, costs and expenses, including reasonable attorneys' and expert fees and
costs, and reasonable costs or amounts paid to settle (collectively, "Losses"), arising
from or occurring as a result of a Third Party's claim (including any Third
Party product liability or infringement claim), action, suit, judgment for or
settlement with such Third Party to the extent that such Losses are due to or
based upon:

     

    
      	
               
      

            	
              (a)

            	
              the
      negligence, recklessness, bad faith, intentional wrongful acts or
      omissions or violations of the applicable laws or regulations by or of
      CMIC, its Related Parties or their respective directors, officers,
      employees or agents in relation to this Agreement;
  or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      breach by CMIC of the terms of, or the inaccuracy of any representation or
      warranty made by it in this Agreement;
or

            


    

     

    
      	
               
      

            	
              (c)

            	
              other
      activities conducted by CMIC or its Related Parties under this Agreement
      to Develop, Manufacture or Commercialize Product in Field in CMIC
      Territory;

            


    

     

    except to
the extent that such Losses arise out of, and are allocable to any cause set
forth in Section 11.2(a) or (b) or (c).

     

    11.2       By
Dyax.  Dyax shall defend, indemnify and hold harmless CMIC, its
Affiliates or Sublicensees and their respective directors, officers, employees
and agents from and against all Losses arising from or occurring as a result of
a Third Party's claim (including any Third Party product liability or
infringement claim), action, suit, judgment for or settlement with such Third
Party to the extent that such Losses are due to or based upon:

     

    
      	
               
      

            	
              (a)

            	
              the
      negligence, recklessness, bad faith, intentional wrongful acts or
      omissions or violations of the applicable laws or regulations by or of
      Dyax, its Related Parties or their respective directors, officers,
      employees or agents in relation to this Agreement;
  or

            


    

     

    
      	
               
      

            	
              (b)

            	
              the
      breach by Dyax of the terms of, or the inaccuracy of any representation or
      warranty made by it in this Agreement;
or

            


    

     

    
      	
               
      

            	
              (c)

            	
              other
      activities conducted by Dyax or its Related Parties under this Agreement
      to Develop, Manufacture or Commercialize Product in Field in Dyax
      Territory or outside Field in all countries of the
  world;

            


    

     

    except to
the extent that such Losses arise out of, and are allocable to any cause set
forth in Section 11.1(a), (b) or (c).

     

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


    
      
         


      

      
        -36-

        
          

        

      

      
         


      

    


    11.3       Claims for
Indemnification.

     

    
      	
               
      

            	
              (a)

            	
              A
      Person entitled to indemnification under Section 11.1 or 11.2 (the "Indemnified
      Party") shall give prompt written notification to the Party from
      whom such indemnification is sought (the "Indemnifying
      Party") of the commencement of any action, suit or proceeding
      relating to a Third Party claim for which such indemnification may be
      sought or, if earlier, upon the assertion of any such claim against the
      Indemnified Party by a Third Party (it being understood and agreed,
      however, that the failure by the Indemnified Party to give notice of a
      Third Party’s claim as provided for in this Section 11.3 shall not relieve
      the Indemnifying Party of its indemnification obligation under this
      Article XI except and only to the extent that the Indemnifying Party is
      actually prejudiced as a result of such failure to give
      notice).

            


    

     

    
      	
               
      

            	
              (b)

            	
              Within
      [******] after delivery of such notice, the Indemnifying Party may, upon
      written notice to the Indemnified Party, assume control of the defense of
      such action, suit, proceeding or claim with counsel reasonably
      satisfactory to the Indemnified Party.  If the Indemnifying
      Party does not assume control of such defense, the Indemnified Party shall
      control such defense.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      Party not controlling such defense may participate therein at its own
      expense; provided that, if the Indemnifying Party assumes control of such
      defense and the Indemnified Party reasonably concludes, based on advice
      from its counsel, that the Indemnifying Party and the Indemnified Party
      have conflicting interests with respect to such action, suit, proceeding
      or claim, the Indemnifying Party shall be responsible for the reasonable
      fees and expenses of counsel to the Indemnified Party solely in connection
      therewith; provided further that in no event shall the Indemnifying Party
      be responsible for the fees and expenses of more than one counsel in any
      one jurisdiction for all the Indemnified
  Parties.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      Party controlling such defense shall keep the other Party advised of the
      status and development of such action, suit, proceeding or claim and the
      defense thereof and shall consider reasonable recommendations made by the
      other Party with respect thereto.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      Indemnified Party shall not agree to any settlement of such action, suit,
      proceeding or claim without the prior written consent of the Indemnifying
      Party, which shall not be unreasonably withheld, delayed or
      conditioned.  The Indemnifying Party shall not, without the
      prior written consent of the Indemnified Party, agree to any settlement of
      such action, suit, proceeding or claim or consent to any judgment in
      respect thereof that does not include a complete and unconditional release
      of the Indemnified Party from any and all liabilities and obligations with
      respect thereto or that imposes any liabilities or obligations on the
      Indemnified Party.

            


    

     

    11.4        No Consequential or Punitive
Damages.  NEITHER PARTY HERETO SHALL BE LIABLE FOR INDIRECT,
INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT
OF THIS AGREEMENT OR THE EXERCISE OF ITS RIGHTS HEREUNDER, OR FOR LOST PROFITS
ARISING FROM OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF ANY
NOTICE OF SUCH DAMAGES; PROVIDED THAT NOTHING IN THIS SECTION 11.4 IS INTENDED
TO LIMIT OR RESTRICT (A) THE INDEMNIFICATION RIGHTS OR OBLIGATIONS OF EITHER
PARTY WITH RESPECT TO THIRD PARTY CLAIMS,OR (B) ANY CLAIMS WITH RESPECT TO A
BREACH OF A PARTY'S OBLIGATIONS OF CONFIDENTIALITY OR LIMITED-USAGE IN ARTICLE
IX.

     

    11.5        Product Liability
Insurance.  During the Term and for a period of [******] after
the expiration of this Agreement or the earlier termination hereof, CMIC shall
obtain and/or maintain, at its sole cost and expense, product liability
insurance (including any self-insured arrangements); provided that clinical
trial insurance policies shall be required from CMIC only while the clinical
trials hereunder are ongoing. The product liability insurance or self-insured
arrangements shall insure against all reasonably anticipated liability for
personal injury, physical injury, property damage or any other injury or damage
arising in connection with the manufacture, sale, distribution or marketing of
Product in CMIC Territory.  Such insurance shall not be construed to
create a limit of CMIC’s liability under the terms of this
Agreement.  CMIC shall provide Dyax with a copy of the certificate of
such insurance and/or self insurance or other evidence of such insurance and/or
self-insurance, upon request.  Furthermore, CMIC shall use
Commercially Reasonable Efforts to provide Dyax with written notice at least
[******] prior to the cancellation of, non-renewal of or material change to,
such insurance and/or self-insurance that materially adversely affects the
rights of Dyax hereunder.

     

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


    
      
         


      

      
        -37-

        
          

        

      

      
         


      

    


    ARTICLE
XII

    TERM AND
TERMINATION

     

    12.1        Term.  Unless
terminated earlier in accordance with this Article XII, this Agreement shall
remain in force for the period commencing on the Effective Date and ending on
the expiration of the last Royalty Term to expire under this Agreement (the
"Term").

     

    12.2  
     Termination
Rights.

     

    
      	
               
      

            	
              (a)

            	
              Termination for
      Convenience.  CMIC shall have the right to terminate this
      Agreement at any time after the Effective Date on [******] prior written
      notice to Dyax.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Termination For
      Breach.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Upon
      any material breach of this Agreement by a Party (the "Breaching
      Party"), the other Party (the "Non-Breaching
      Party") may terminate this Agreement by providing written notice to
      the Breaching Party specifying the nature of such material breach (a
      "Termination
      Notice").

            


    

     

    
      	
               
      

            	
              (ii)

            	
              The
      termination hereof as provided for in Section 12.2(b)(i) above shall
      become effective [******] following receipt of a Termination Notice by the
      Breaching Party unless the Breaching Party cures such specified material
      breach during such [******] grace period.  Notwithstanding the
      foregoing, (i) if such material breach, by its nature, is incurable,
      the Non-Breaching Party may terminate this Agreement immediately upon
      receipt of a Termination Notice by the Breaching Party and (ii) if
      such material breach (other than a payment breach), by its nature, is
      curable, but not within the foregoing grace period, then the grace period
      shall be extended if the Breaching Party provides a written plan for
      curing such material breach to the Non-Breaching Party and uses
      Commercially Reasonable Efforts to cure such material breach in accordance
      with such written plan; provided that no such extension shall exceed
      [******] without the written consent of the Non-Breaching
      Party.

            


    

     

    
      	
               
      

            	
              (iii)

            	
              Notwithstanding
      the provisions of Sections 12.2(b)(i) and (ii), if the Non-Breaching Party
      gives a Termination Notice to the Breaching Party pursuant to Section
      12.2(b)(i), and if, as of the end of the grace period set forth in Section
      12.2(b)(ii), the Parties are engaged in an arbitration pursuant to Section
      13.3 in which the Breaching Party disputes the basis for termination
      hereof pursuant to Section 12.2(b)(i), then this Agreement shall be
      terminated [******] after whichever comes earlier, (A) or (B)
      below;

            


    

     

    
      	
               
      

            	
              (A)

            	
              the
      arbitrator of such arbitration issues an award upholding the basis for
      termination hereof, or

            


    

    


    
      	
               
      

            	
              (B)

            	
              the
      Breaching Party elects to end such dispute, and concedes that its breach
      hereof as specified in a Termination Notice should be the basis for
      termination hereof;

            


    

    


    unless
the Breaching Party cures its breach hereof within [******] of such earlier
event.

    


    
      	
               
      

            	
              (c)

            	
              Termination for
      Bankruptcy. A Party may terminate this Agreement should the other
      Party:

            


    

     

    
      	
               
      

            	
              (i)

            	
              commit
      an act of bankruptcy;

            


    

     

    
      	
               
      

            	
              (ii)

            	
              be
      declared bankrupt;

            


    

     

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


    
      
         


      

      
        -38-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (iii)

            	
              voluntarily
      file or have filed against it a petition for bankruptcy or reorganization
      (unless such petition is dismissed within [******] of such filing or such
      petition is for a reorganization under Chapter 11 of the Bankruptcy Code
      or any relevant foreign equivalent thereof and such Party is not in
      default at the time of the filing of such petition or at any time during
      such reorganization of any of its obligations under this Agreement);
      or

            


    

     

    
      	
               
      

            	
              (iv)

            	
              enter
      into a procedure of winding up to dissolution, or should a trustee or
      receiver be appointed for its business assets or
    operations.

            


    

     

    All the
rights and licenses granted under or pursuant to this Agreement are, and shall
otherwise be deemed to be, for the purposes of Section 365(n) of the Bankruptcy
Code, license rights to "intellectual property" as defined under Section 101(60)
of the Bankruptcy Code. The Parties agree that any Party, as a licensee
hereunder, shall retain and may fully exercise all of its rights and elections
under the Bankruptcy Code or any relevant foreign equivalent
thereof.

     

    
      	
               
      

            	
              (d)

            	
              Challenges of Patent
      Rights.  If a Party or any of its Related Parties (the
      "Challenging
      Party") should (i) commence or participate in any action or
      proceeding (including any patent opposition or re-examination proceeding),
      or otherwise assert in writing any claim, challenging or denying the
      validity of any of the Patent Rights licensed to the Challenging Party
      hereunder or any claim thereof or (ii) actively assist any other Person in
      bringing or prosecuting any action or proceeding (including any patent
      opposition or re-examination proceeding) challenging or denying the
      validity of any of such Patent Rights or any claim thereof, the other
      Party shall have the right to give notice to the Challenging Party (which
      notice shall be given, if at all, within [******] after the other Party
      first learns of the foregoing) to the effect that the licenses granted to
      the Challenging Party to such Patent Rights shall terminate in [******]
      following such notice and, unless the Challenging Party withdraws or
      causes to be withdrawn all such challenge(s) within such [******] period,
      such licenses shall terminate.

            


    

     

    12.3        Consequences of
Termination.

     

    
      	
               
      

            	
              (a)

            	
              Termination by Dyax
      for Cause.

            


    

     

    
      	
               
      

            	
              (i)

            	
              Without
      limiting any other legal or equitable remedies that Dyax may have, if Dyax
      terminates this Agreement in accordance with Section 12.2(b), (c) or (d)
      then:

            


    

     

    
      	
               
      

            	
              (A)

            	
              CMIC's
      obligations under Section 5.1(b) shall survive for a period of [******]
      after such termination;

            


    

     

    
      	
               
      

            	
              (B)

            	
              CMIC
      shall, as promptly as practicable, transfer to Dyax or Dyax's designee all
      the records and materials in CMIC's possession or control containing the
      Confidential Information of Dyax;

            


    

     

    
      	
               
      

            	
              (C)

            	
              to
      the extent necessary and permitted under the applicable laws, CMIC shall
      appoint Dyax as CMIC's and/or CMIC's Related Parties' agent for all the
      Product-related matters involving the Regulatory Authorities in CMIC
      Territory until all the Regulatory Approvals and other regulatory filings
      for Product have been transferred from CMIC and/or CMIC's Related Parties
      to Dyax or its designee;

            


    

     

    
      	
               
      

            	
              (D)

            	
              if
      the effective date of such termination is after First Commercial Sale, to
      the extent necessary and permitted under the applicable laws, CMIC shall
      appoint Dyax as its exclusive distributor of Product in CMIC Territory and
      grant Dyax the right to appoint the sub-distributors of Product, until
      such time as all the Regulatory Approvals in CMIC Territory have been
      transferred from CMIC and/or CMIC's Related Parties to Dyax or its
      designee;

            


    

     

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


    
      
         


      

      
        -39-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (E)

            	
              CMIC
      shall transfer to Dyax or Dyax's designee the possession and ownership of
      all the Regulatory Approvals and pricing and reimbursement approvals in
      CMIC's possession and ownership relating to Product in CMIC Territory
      subject to reimbursement by Dyax of all the costs and expenses incurred by
      CMIC or its Related Parties for obtaining such approvals; the amount to be
      reimbursed by Dyax to CMIC under this Section 12.3(a)(i)(E) shall be first
      set off any outstanding amounts due from CMIC to Dyax under Article
      VII;

            


    

     

    
      	
               
      

            	
              (F)

            	
              at
      Dyax’s request and subject to Dyax acquiring the relevant Regulatory
      Approvals under Section 12.3(a)(i)(E) above, CMIC shall provide reasonable
      assistance to allow the transfer to Dyax of any Third Party agreements
      relating to the Commercialization of Product in CMIC Territory to which
      CMIC is a party, to the extent that such transfer is not expressly
      prohibited by the terms of such Third Party
  agreements;

            


    

     

    
      	
               
      

            	
              (G)

            	
              CMIC
      shall grant Dyax an exclusive license, with the right to grant sublicenses
      through multiple tiers, under the CMIC Development Data that relates
      solely to Product, to Develop, Manufacture and/or Commercialize Product
      (or conduct the Regulatory Activities related thereto) in Field and
      throughout the world. The license granted pursuant to this Section
      12.3(a)(i)(G) shall be royalty-free, fully-paid and perpetual; provided
      that, if and to the extent that any such license includes any sublicense
      of Third Party’s intellectual property, then such sublicense shall be
      subject to such Third Party’s consent and subject to the terms and
      conditions of the license between CMIC and such Third Party, and Dyax
      shall be responsible for the payment to such Third Party of any and all
      the fees, payments and royalties due under such license between CMIC and
      such Third Party as a result of the practice by Dyax and its Related
      Parties of such Third Party’s so sublicensed intellectual
      property.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Termination by CMIC
      for Convenience.  If CMIC terminates this Agreement in
      accordance with Section 12.2(a),
then:

            


    

     

    
      	
               
      

            	
              (i)

            	
              the
      provisions of Section 12.3(a)(i)(A)-(F) shall apply;
  and

            


    

     

    
      	
            	
              (ii)

            	
              CMIC shall grant to Dyax (x) an
      exclusive license, with the right to grant sublicenses, under the CMIC
      Development Data that relates solely to Product, to develop, manufacture
      and/or commercialize products containing Compound (or conduct the
      regulatory activities thereto) in and outside Field and throughout the
      world and (y) a non-exclusive license, with the right to grant
      sublicenses, under all the other CMIC Development Data, to develop,
      manufacture and/or commercialize products containing Compound (or conduct
      the regulatory activities thereto) in and outside Field and throughout the
      world.  The licenses granted pursuant to this Section
      12.3(b)(ii) shall be royalty-free, fully-paid and perpetual; provided
      that, if and to the extent that any such license includes any sublicense
      of Third Party’s intellectual property, then such sublicense shall be
      subject to such Third Party’s consent and subject to the terms and
      conditions of the license between CMIC and such Third Party, and Dyax
      shall be responsible for the payment to such Third Party of any and all
      the fees, payments and royalties due under such license between CMIC and
      such Third Party as a result of the practice by Dyax and its Related
      Parties of such Third Party’s so sublicensed intellectual
      property.

            


    

     

    
      	
               
      

            	
              (c)

            	
              Termination by CMIC
      for Cause.  Without limiting any other legal or equitable
      remedies that CMIC may have, if CMIC has the right to terminate this
      Agreement in accordance with Section 12.2(b), (c) or (d), then CMIC may,
      by notice to Dyax, elect to continue this Agreement or to terminate this
      Agreement, with the consequences set forth in either Section 12.3(c)(i) or
      Section 12.3(c)(ii), as applicable.

            


    

     

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


    
      
         


      

      
        -40-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (i)

            	
              If
      CMIC elects to continue this Agreement:  (A) effective as of the
      date when CMIC has obtained the right to terminate this Agreement, the
      payments payable by CMIC to Dyax pursuant to Section 7.5 hereof shall be
      reduced, as liquidated damages to be paid to CMIC by Dyax, and not as a
      penalty to be paid to CMIC by Dyax, to [******] of the amounts that
      otherwise would have been payable to Dyax by CMIC; and (B) all the other
      provisions of this Agreement shall remain in full force and effect without
      change.

            


    

     

    
      	
               
      

            	
              (ii)

            	
              If
      CMIC elects to terminate this Agreement, as of the effective date of such
      termination, all the rights and obligations of the Parties under this
      Agreement shall terminate except as set forth in Section
    12.4.

            


    

     

    12.4     
  Survival.  On
the occasion of any expiration or termination of this Agreement, (a) all the
financial obligations owed under Article VII as of the effective date of such
expiration or termination shall remain in effect, (b) all the obligations to pay
damages in connection with any material breach of this Agreement that has not
been cured or otherwise resolved or settled as of the effective date of such
expiration or termination shall remain in effect, and (c) the provisions set
forth in Article XIII and in Sections 4.8(a), 4.8(b), 4.9, 5.5, 7.7, 7.8, 7.9,
7.10, 7.11, 7.12, 8.1, 9.1, 9.2, 9.3, 10.7, 11.1, 11.2, 11.3, 11.4, 12.3, 12.4,
14.1 and 14.13, and all other provisions contained in this Agreement that by
their terms survive expiration or termination of this Agreement, shall survive
such expiration or termination.  In addition, if this Agreement is not
terminated according to Section 12.2 but expires according to Section 12.1, the
licenses granted in Sections 3.1, 3.2 and 8.8(c) shall survive as
perpetual, fully paid-up, non-royalty-bearing licenses, and any exclusive
license in such Sections shall convert to a non-exclusive license. The
provisions set forth in Section 4.8 shall remain in effect as long as the
Pharmacovigilance Agreement remains in effect or until the date the
Pharmacovigilance Agreement otherwise provides for.  The provisions
set forth in Section 6.2 shall remain in effect as long as the Quality Agreement
remains in effect or until the date the Quality Agreement otherwise provides
for. The provisions set forth in Sections 6.1, 6.3, 6.4 and 6.6 shall remain in
effect as long as the Supply Agreement remains in effect or until the date the
Supply Agreement otherwise provides for.

     

    ARTICLE
XIII

    DISPUTE
RESOLUTION

     

    13.1        Referral
to Executive Officers.  If for any reason the JSC cannot
resolve any matter referred to it, either Party may refer such matter to
Executive Officers for resolution.  If after discussing such matter,
or any other matter to be resolved pursuant to this Section 13.1 pursuant to
this Agreement, in good faith and attempting to find a mutually satisfactory
resolution to it, Executive Officers fail to come to consensus on it within
[******] after the date on which it is referred to Executive Officers, the
provisions of Section 13.2 shall
apply.  The resolutions reached through the provisions of
Section 13.1
or 13.2 shall be
binding on the Parties.

     

    13.2   
    Final
Decision-Making Authority Allocated to a Single Party.  If
Executive Officers fail to come to consensus on any matter referred to them
according to Section 13.1 (other than the matters referred to the JSC under
Sections 3.4, 4.3 and 4.4) within the period for resolution set forth in Section
13.1,
then:

     

    
      	
               
      

            	
              (a)

            	
              on
      any matter solely relating to the Development, Regulatory Approval,
      packaging and labeling and Commercialization of Product in Field in CMIC
      Territory, CMIC shall have the final decision-making authority; provided
      that:

            


    

     

    
      	
               
      

            	
              (i)

            	
              with
      respect to any matter that Dyax reasonably concludes could adversely
      impact on any Regulatory Approval of Product outside of CMIC Territory
      (including the timing of such Regulatory Approval), Dyax shall have the
      final decision-making authority;
and

            


    

     

    
      	
               
      

            	
              (ii)

            	
              with
      respect to any matter relating to any reformulation of Product, Dyax shall
      have the final decision-making
authority;

            


    

     

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


    
      
         


      

      
        -41-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (b)

            	
              on
      any matter solely relating to the Development, Regulatory Approval,
      Manufacturing, and Commercialization of Products in Field in Dyax
      Territory or outside Field in any country of the world, Dyax shall have
      the final decision-making
authority;

            


    

     

    
      	
               
      

            	
              (c)

            	
              on
      any matter that is reasonably likely to materially and adversely impact on
      the safety profile of Product in or outside Field (including matters
      relating to Product formulation and safety), Dyax shall have the final
      decision-making authority; and

            


    

     

    
      	
               
      

            	
              (d)

            	
              notwithstanding
      the foregoing provisions of this Section 13.2, neither Party
      shall have the final decision-making authority pursuant to this
      Section 13.2 with respect to
      any matters (i) over which the other Party is expressly allocated the
      final decision-making authority elsewhere in this Agreement and (ii) for
      which this Agreement expressly provides that a decision shall not be made
      without the approval or consent of the other
  Party.

            


    

     

    13.3       Arbitration.  Any
dispute arising out of or relating to this Agreement that is not finally
resolved through the provisions of Section 13.1 or 13.2, including the
interpretation of this Agreement and any breach or alleged breach of this
Agreement, shall be resolved through binding arbitration as described below;
provided that the specific matters for which this Agreement expressly provides
that a decision shall not be made without the approval or consent of one or both
of the Parties shall not be subject to resolution under this Section
13.3.  Furthermore, the following procedures shall apply to all the
arbitration proceedings pursuant to this Agreement:

     

    
      	
               
      

            	
              (a)

            	
              A
      Party may submit such dispute to arbitration by notifying the other Party,
      in writing, to that effect.  Within [******] after receipt of
      such notice by the other Party, the Parties shall designate in writing a
      single arbitrator to resolve the dispute; provided that, if the Parties
      cannot agree on such arbitrator within such [******] period, the
      arbitrator shall be selected by the International Court of Arbitration of
      the International Chamber of Commerce ("ICC").  The
      arbitrator shall be a lawyer knowledgeable and experienced in the law
      concerning the subject matter of the dispute and a technical expert in the
      applicable field if the subject matter of the dispute involves a technical
      issue, and shall not be an employee, consultant, agent, officer, director
      or stockholder of either Party or its Related
  Parties.

            


    

     

    
      	
               
      

            	
              (b)

            	
              Within
      [******] after the designation of the arbitrator, the arbitrator and the
      Parties shall meet, at which time the Parties shall be required to set
      forth in writing all the disputed issues and their proposed ruling on the
      merits of each such issue.

            


    

     

    
      	
               
      

            	
              (c)

            	
              The
      arbitrator shall set a date for a hearing, which shall be no later than
      [******] after the submission of written proposals pursuant to Section
      13.3(b), to
      discuss each of the issues identified in such proposals by the
      Parties.  The Parties may be accompanied or represented by
      counsel in the arbitration.  Except as provided for herein, the
      arbitration shall be governed by the Arbitration Rules of the ICC
      applicable at the time of the notice of arbitration pursuant to Section
      13.3(a); provided that the arbitration shall be conducted by a single
      arbitrator.

            


    

     

    
      	
               
      

            	
              (d)

            	
              The
      arbitrator shall use his or her best efforts to rule on each disputed
      issue within [******] after the completion of the hearings described in
      Section 13.3(c)  The determination of the arbitrator as to the
      resolution of any dispute shall be binding and conclusive upon both
      Parties.  All the rulings of the arbitrator shall be in writing
      and shall be delivered to the
Parties.

            


    

     

    
      	
               
      

            	
              (e)

            	
              The
      (i) attorneys' fees of the Parties in the arbitration, (ii) fees of the
      arbitrator and (iii) costs and expenses of the arbitration shall be borne
      by the Parties as determined by the
arbitrator.

            


    

     

    
      	
               
      

            	
              (f)

            	
              Any
      arbitration pursuant to this Section 13.3 (including the meeting under (b)
      and the hearing under (c) of this Section 13.3) shall be conducted in
      English in Paris, France.

            


    

     

    
      	
               
      

            	
              (g)

            	
              Nothing
      in this Section 13.3 shall be construed as limiting in any way the right
      of a Party to seek injunctive relief with respect to any actual or
      threatened breach of this Agreement from, or to bring an action in aid of
      arbitration in, a court in accordance with Section 14.1.  Should
      any Party seek such injunctive relief, then for the purposes of
      determining whether to grant such injunctive relief, the dispute
      underlying the request for such injunctive relief may be heard by a court
      in accordance with Section 14.1.

            


    

     

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


    
      
         


      

      
        -42-

        
          

        

      

      
         


      

    


    
      	
               
      

            	
              (h)

            	
              The
      arbitrator shall not award the damages excluded pursuant to Section
      11.4.

            


    

     

    
      	
               
      

            	
              (i)

            	
              The
      Parties agree to continue performing under this Agreement in accordance
      with its provisions pending the final resolution of any dispute through
      the arbitration as provided for in this Section 13.3, and, without
      limiting the foregoing, shall continue to cooperate and participate in the
      committees provided for in this
Agreement.

            


    

     

    ARTICLE
XIV

    MISCELLANEOUS

     

    14.1       Choice of Law;
Jurisdiction.  This Agreement shall be governed by and
interpreted under the laws of the Commonwealth of Massachusetts excluding: (a)
its conflicts of laws principles; (b) the United Nations Conventions on
Contracts for the International Sale of Goods; (c) the 1974 Convention on the
Limitation Period in the International Sale of Goods; and (d) the Protocol
amending such 1974 Convention, done at Vienna April 11,
1980.   Subject to Section 13.3, each Party shall submit to the
non-exclusive jurisdiction of the state and federal courts sitting in Boston,
Massachusetts, United States with respect to any actions or proceedings (other
than those described in Section 13.3) arising out of or relating to this
Agreement.  Each Party shall waive any defense of inconvenient forum
to the maintenance of any action or proceeding so brought and shall waive any
bond, surety or other security that might be required of the other Party with
respect thereto.  Each Party may serve a process on the other Party by
sending or delivering a copy of the process to such other Party at the address
and in the manner provided for in Section 14.2.  Nothing in this
Section 14.1, however, shall affect the right of any Party to serve a legal
process in any other manner permitted by law.

     

    14.2       Notices.  Any
notice or report required or permitted to be given or made under this Agreement
by either Party to the other Party shall be in writing and shall be deemed to
have been delivered: (a) upon personal delivery; or (b) ten (10) days after
deposit in the mail by air or five (5)  Business Days following
deposit with a reputable courier; or (c) in the case of notices provided by
facsimile (which notice shall be followed immediately by an additional notice
pursuant to clause (a) or (b) above) upon completion of transmission to the
addressee's facsimile numbers; such delivery to be made to the following
addresses (or such other addresses or facsimile numbers as may be furnished in
writing by either Party to the other Party as provided for in this Section
14.2):

     

    
      	
              If
      to Dyax:

            	
              Dyax
      Corp.

              300
      Technology Square

              Cambridge,
      Massachusetts 02139

              U.S.A.

              Attention:  [******]

              Facsimile
      No.:  [******]

            
	 
      	 
      
	
              With
      a copy to:

            	
              Dyax
      Corp.

              300
      Technology Square

              Cambridge,
      Massachusetts 02139

              U.S.A.

              Attention:  [******]

              Facsimile
      No.:  [******]

            
	 
      	 
      
	
              If
      to CMIC:

            	
              CMIC
      Co., Ltd.

              Kongo
      Bldg., 7-10-4 Nishigotanda, Shinagawa-ku

              Tokyo
      141-0031

              Japan

              Attention:
      [******]

              Facsimile
      No.: [******]

            


    

     

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


    
      
         


      

      
        -43-

        
          

        

      

      
         


      

    

     

    
      	
              With
      a copy to:

            	
              CMIC
      Co., Ltd.

              Kongo
      Bldg., 7-10-4 Nishigotanda, Shinagawa-ku

              Tokyo
      141-0031

              Japan

              Attention:
      [******]

              Facsimile
      No.: [******]

            


    

     

    14.3        Construction.  This
Agreement has been prepared jointly by both Parties and shall not be strictly
construed against either Party.  Any reference in this Agreement to an
Article, Section, clause, Exhibit shall be deemed to be a reference to a
Article, Section, clause, or Exhibit, of or to, this
Agreement.  Except where the context otherwise requires, (a) any
definition of or reference to any agreement, instrument or other document refers
to such agreement, instrument or other document as from time to time amended,
supplemented or otherwise modified (subject to any restrictions on such
amendments, supplements or modifications set forth herein), (b) any reference to
any laws refers to such laws as from time to time enacted, repealed or amended,
(c) the word “here” in the words "herein," "hereof", "hereunder," and any other
word ”here” followed by such suffix refers to this Agreement in its entirety and
not to any particular provision of this Agreement, and (d) the words "include,"
"includes" and "including" shall be deemed to be followed by the phrase "but not
limited to," "without limitation" or other phrase of a similar
meaning.

     

    14.4        Severability.  If,
under the applicable law or regulation, any provision of this Agreement is
invalid or unenforceable, or otherwise directly or indirectly affects the
validity of any other material provision(s) of this Agreement (such invalid or
unenforceable provision, a "Severed Clause"), it
is mutually agreed that this Agreement shall endure except for Severed
Clauses.  Consulting one another, the Parties shall use their
Commercially Reasonable Efforts to agree upon a valid and enforceable provision
that is a reasonable substitute for a Severed Clause in view of the intent of
this Agreement.

     

    14.5        Captions.  All
the captions herein are for convenience only and shall not be interpreted as
having any substantive meaning.

     

    14.6        Integration.  This
Agreement (together with all Exhibits), constitutes the entire agreement between
the Parties hereto with respect to the subject matter hereof and supersedes all
previous agreements between the Parties, whether written or
oral.  This Agreement may be amended only in writing signed by the
properly authorized representatives of each of both Parties.

     

    14.7        Independent Contractors; No
Agency.  Neither Party shall have any responsibility for the
employment, dismissal or compensation of the other Party's employees, officers
and directors or for any employee benefits or other social-welfare systems for
the other Party.  No employee, officer, director or representative of
a Party shall have any authority to bind or obligate the other Party for any sum
or in any manner whatsoever, or to create or impose any contractual or other
liability on the other Party without such other Party's written
approval.  For all purposes, and notwithstanding any provision of this
Agreement to the contrary, either Party’s legal relationship with the other
Party under this Agreement shall be that of an independent
contractor.

     

    14.8        Assignment;
Successors.  Neither Dyax nor CMIC may assign this Agreement in
whole or in part, any rights or obligations hereunder, without the prior written
consent of the other Party; provided that:

     

    
      	
               
      

            	
              (a)

            	
              either
      Party may assign this Agreement to its Affiliate for the period that the
      Affiliate remains an Affiliate of the assigning Party on the condition
      that the assigning Party shall remain primarily liable for the prompt and
      punctual payment and performance of all such assigned obligations of the
      Affiliate;

            


    

     

    
      	
               
      

            	
              (b)

            	
              this
      Agreement may be assigned by CMIC in connection with a sale or transfer of
      all or substantially all of CMIC's business or assets, to which this
      Agreement relates, to any Third Party who is not a Product
      Competitor;

            


    

     

    
      	
               
      

            	
              (c)

            	
              this
      Agreement may be assigned by Dyax to a Third Party in connection with a
      sale or transfer of all or substantially all of Dyax's business or assets
      to which this Agreement relates.

            


    

     

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


    
      
         


      

      
        -44-

        
          

        

      

      
         


      

    


    This
Agreement shall be binding upon, and shall inure to the benefit of, all the
successors and assigns of this Agreement, provided that such succession or
assignment is permitted hereunder.

     

    14.9        Execution in Counterparts;
Facsimile Signatures.  This Agreement may be executed in
counterparts, each of which counterparts, when executed and delivered, shall be
deemed to be an original, and all of which counterparts, taken together, shall
constitute one and the same instrument even if both Parties have not executed
the same counterpart.  Even though a copy of this Agreement is signed
by a Party and transmitted by facsimile, such transmitted copy shall be deemed
to be an original counterpart signed by the Party.

     

    14.10      Waiver.  The
waiver by either Party hereto of any right hereunder, or of the failure of the
other Party to perform this Agreement, or of a breach hereof by the other Party
shall not be deemed a waiver by such Party of any other right hereunder or of
any other breach or failure hereof by such other Party whether of a similar
nature or otherwise.

     

    14.11      Performance by
Affiliates.  To the extent that this Agreement imposes the
obligations on Affiliates of a Party, the Party agrees to cause such Affiliates
to perform the obligations.  Either Party may use one or more of its
Affiliates to perform its obligations and duties hereunder and the Affiliates of
a Party are expressly granted certain rights herein; provided that each such
Affiliate shall be bound by the corresponding obligations of such Party and the
Parties shall remain liable hereunder for the prompt payment and performance of
all their respective obligations hereunder.

     

    14.12      Force
Majeure.  Neither Party shall be held liable to the other Party
nor be deemed to have defaulted under or breached the Agreement for failure or
delay in performing any obligation under this Agreement when such failure or
delay is caused by or results from causes beyond the reasonable control of the
affected Party, which include embargoes, war, acts of war (whether declared or
not), insurrections, riots, civil commotions, strikes, lockouts or other labor
disturbances, fire, floods, or other acts of God, or acts, omissions or delays
in acting by any governmental authority or the other Party.  The
affected Party shall notify the other Party of such force majeure circumstances
as soon as reasonably practical, and shall promptly undertake all the reasonable
efforts necessary to cure such force majeure circumstances.

     

    14.13      Export
Control.  This Agreement is made subject to any restrictions on
the export of products or technical information from the United States of
America or other countries which might be imposed upon or related to Dyax or
CMIC from time to time.  Each Party agrees that it shall not export,
directly or indirectly, any technical information acquired by it from the other
Party under this Agreement or any products using such technical information to a
location or in a manner that at the time of such export requires an export
license or other governmental approval, without first obtaining the written
consent to do so from the appropriate agency or other governmental
entity.

     

    14.14      Costs.  Each
Party shall bear its own legal costs of and incidental to the preparation,
negotiation and execution of this Agreement.

     

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


    
      
         


      

      
        -45-

        
          

        

      

      
         


      

    


    IN
WITNESS WHEREOF, Dyax and CMIC have caused this Agreement to be duly executed by
their authorized representatives under seal, effective as of the Effective
Date.

     

    
      
        
          	 
      	DYAX
      CORP.
	 
      	 
      	 
      
	 
      	
                  By: 

                	
                    

                
	 
      	 
      	
                  Name:   Gustav
      Christensen

                
	 
      	 
      	
                  Title:   President
      and Chief Executive Officer

                
	 
      	 
      	 
      
	 
      	CMIC
      CO. LTD.
	 
      	 
      	 
      
	 
      	
                  By:

                	
                    

                
	 
      	 
      	
                  Name:  Kazuo
      Nakamura, Ph.D.

                
	 
      	 
      	
                  Title:   Chairman
      and CEO

                


        

      

    

    


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


    
      
         


      

      
        -46-

        
          

        

      

      
         


      

    


    EXHIBIT
A

     

    Amino Acid Sequence of
DX-88

     

    [******]

     

    Exhibit
A

    


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


    
      
         


      

      
        
        

        
          

        

      

      
         


      

    

     

    
      EXHIBIT
B

       

      Existing Dyax Patent
Rights

       

      
        
          
            	
                    DX-88

                  
	
                    MATTER

                  	 
      	 
      	 
      	
                    SERIAL

                  	 
      	
                    PATENT

                  	 
      	
                    PUBL

                  	 
      	
                    TITLE

                  	 
      	
                    STATUS

                  	 
      	
                    ISSUE

                  	 
      	
                    EXPIRATION

                  
	
                    094003

                  	 
      	
                    US

                  	 
      	
                    11/323,261

                  	 
      	
                    7,276,480

                  	 
      	
                    20070249807

                  	 
      	
                    PREVENTION
      AND REDUCTION OF BLOOD LOSS

                  	 
      	
                    ISSUED

                  	 
      	
                    10/2
      /2007

                  	 
      	
                    6 /6
      /2023

                  
	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  
	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  
	
                    094011

                  	 
      	
                    US

                  	 
      	
                    11/931,373

                  	 
      	 
      	 
      	
                    20080200646

                  	 
      	
                    PREVENTION
      AND REDUCTION OF BLOOD LOSS

                  	 
      	
                    PUBLISHED

                  	 
      	 
      	 
      	
                    6 /6
      /2023

                  
	
                    094AU1

                  	 
      	
                    AU

                  	 
      	
                    2003243394

                  	 
      	
                    2003243394

                  	 
      	 
      	 
      	
                    PREVENTION
      AND REDUCTION OF BLOOD LOSS

                  	 
      	
                    ISSUED

                  	 
      	
                    9
      /25/2008

                  	 
      	
                    6 /6
      /2023

                  
	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  
	
                    094EP2

                  	 
      	
                    EP

                  	 
      	
                    07023364.8

                  	 
      	 
      	 
      	
                    EP1941867

                  	 
      	
                    PREVENTION
      AND REDUCTION OF BLOOD LOSS

                  	 
      	
                    PUBLISHED

                  	 
      	 
      	 
      	
                    6 /6
      /2023

                  
	
                    094HK2

                  	 
      	
                    HK

                  	 
      	
                    08114131.3

                  	 
      	 
      	 
      	
                    1119955

                  	 
      	
                    PREVENTION
      AND REDUCTION OF BLOOD LOSS

                  	 
      	
                    PUBLISHED

                  	 
      	 
      	 
      	
                    6 /6
      /2023

                  
	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  
	
                    096001

                  	 
      	
                    US

                  	 
      	
                    08/208,264

                  	 
      	
                    6,057,287

                  	 
      	 
      	 
      	
                    KALLIKREIN-BINDING
      "KUNITZ DOMAIN" PROTEINS AND ANALOGUES THEREOF

                  	 
      	
                    ISSUED

                  	 
      	
                    5 /2
      /2000

                  	 
      	
                    8
      /18/2015

                  
	
                    096002

                  	 
      	
                    US

                  	 
      	
                    09/421,097

                  	 
      	
                    6,333,402

                  	 
      	 
      	 
      	
                    KALLIKREIN-BINDING
      "KUNITZ DOMAIN" PROTEINS AND ANALOGUES THEROF

                  	 
      	
                    ISSUED

                  	 
      	
                    12/25/2001

                  	 
      	
                    1
      /11/2014

                  
	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  
	
                    096004

                  	 
      	
                    US

                  	 
      	
                    09/136,012

                  	 
      	
                    5,994,125

                  	 
      	 
      	 
      	
                    KALLIKREIN-INHIBITING
      "KUNITZ DOMAIN" PROTEINS AND ANALOGUES THEREOF

                  	 
      	
                    ISSUED

                  	 
      	
                    11/30/1999

                  	 
      	
                    1
      /11/2014

                  
	
                    096005

                  	 
      	
                    US

                  	 
      	
                    11/365,438

                  	 
      	
                    7,628,983

                  	 
      	
                    20060264603

                  	 
      	
                    KALLIKREIN-BINDING
      "KUNITZ DOMAIN" PROTEINS AND ANALOGUES THEREOF

                  	 
      	
                    ISSUED

                  	 
      	
                    12/8
      /2009

                  	 
      	
                    2
      /11/2015

                  
	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  	 
      	
                    [******]

                  
	
                    096AT1

                  	 
      	
                    AT

                  	 
      	
                    95909223.0

                  	 
      	
                    E
      275 583

                  	 
      	
                    EP0739355

                  	 
      	
                    KALLIKREIN-BINDING
      "KUNITZ DOMAIN" PROTEINS AND ANALOGUES THEREOF

                  	 
      	
                    ISSUED

                  	 
      	
                    9 /8
      /2004

                  	 
      	
                    1
      /11/2015

                  
	
                    096BE1

                  	 
      	
                    BE

                  	 
      	
                    95909223.0

                  	 
      	
                    0739355

                  	 
      	
                    EP0739355

                  	 
      	
                    KALLIKREIN-BINDING
      "KUNITZ DOMAIN" PROTEINS AND ANALOGUES THEREOF

                  	 
      	
                    ISSUED

                  	 
      	
                    9 /8
      /2004

                  	 
      	
                    1
      /11/2015

                  
	
                    096CA1

                  	 
      	
                    CA

                  	 
      	
                    2180950

                  	 
      	
                    2180950

                  	 
      	 
      	 
      	
                    KALLIKREIN-INHIBITING
      "KUNITZ DOMAIN" PROTEINS AND ANALOGUES THEREOF

                  	 
      	
                    ISSUED

                  	 
      	
                    3
      /29/2005

                  	 
      	
                    1
      /11/2015

                  


          

        

      

      


      Exhibit
B

      


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


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        
          	
                  DX-88

                
	
                  MATTER

                	 
      	 
      	 
      	
                  SERIAL

                	 
      	
                  PATENT

                	 
      	
                  PUBL

                	 
      	
                  TITLE

                	 
      	
                  STATUS

                	 
      	
                  ISSUE

                	 
      	
                  EXPIRATION

                
	
                  096CH1

                	 
      	
                  CH

                	 
      	
                  95909223.0

                	 
      	
                  0739355

                	 
      	
                  EP0739355

                	 
      	
                  KALLIKREIN-BINDING
      "KUNITZ DOMAIN" PROTEINS AND ANALOGUES THEREOF

                	 
      	
                  ISSUED

                	 
      	
                  9 /8
      /2004

                	 
      	
                  1
      /11/2015

                
	
                  096DE1

                	 
      	
                  DE

                	 
      	
                  95909223.0

                	 
      	
                  EP0739355

                	 
      	
                  EP0739355

                	 
      	
                  KALLIKREIN-BINDING
      "KUNITZ DOMAIN" PROTEINS AND ANALOGUES THEREOF

                	 
      	
                  ISSUED

                	 
      	
                  9 /8
      /2004

                	 
      	
                  1
      /11/2015

                
	
                  096DK1

                	 
      	
                  DK

                	 
      	
                  95909223.0

                	 
      	
                  0739355

                	 
      	
                  EP0739355

                	 
      	
                  KALLIKREIN-BINDING
      "KUNITZ DOMAIN" PROTEINS AND ANALOGUES THEREOF

                	 
      	
                  ISSUED

                	 
      	
                  9 /8
      /2004

                	 
      	
                  1
      /11/2015

                
	
                  096EP1

                	 
      	
                  EP

                	 
      	
                  95909223.0

                	 
      	
                  0739355

                	 
      	
                  EP0739355

                	 
      	
                  KALLIKREIN-BINDING
      "KUNITZ DOMAIN" PROTEINS AND ANALOGUES THEREOF

                	 
      	
                  ISSUED

                	 
      	
                  9 /8
      /2004

                	 
      	
                  1
      /11/2015

                
	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                
	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                
	
                  096ES1

                	 
      	
                  ES

                	 
      	
                  95909223.0

                	 
      	
                  0739355

                	 
      	
                  EP0739355

                	 
      	
                  KALLIKREIN-BINDING
      "KUNITZ DOMAIN" PROTEINS AND ANALOGUES THEREOF

                	 
      	
                  ISSUED

                	 
      	
                  9 /8
      /2004

                	 
      	
                  1
      /11/2015

                
	
                  096FR1

                	 
      	
                  FR

                	 
      	
                  95909223.0

                	 
      	
                  0739355

                	 
      	
                  EP0739355

                	 
      	
                  KALLIKREIN-BINDING
      "KUNITZ DOMAIN" PROTEINS AND ANALOGUES THEREOF

                	 
      	
                  ISSUED

                	 
      	
                  9 /8
      /2004

                	 
      	
                  1
      /11/2015

                
	
                  096GB1

                	 
      	
                  GB

                	 
      	
                  95909223.0

                	 
      	
                  0739355

                	 
      	
                  EP0739355

                	 
      	
                  KALLIKREIN-BINDING
      "KUNITZ DOMAIN" PROTEINS AND ANALOGUES THEREOF

                	 
      	
                  ISSUED

                	 
      	
                  9 /8
      /2004

                	 
      	
                  1
      /11/2015

                
	
                  096GR1

                	 
      	
                  GR

                	 
      	
                  95909223.0

                	 
      	
                  0739355

                	 
      	
                  EP0739355

                	 
      	
                  KALLIKREIN-BINDING
      "KUNITZ DOMAIN" PROTEINS AND ANALOGUES THEREOF

                	 
      	
                  ISSUED

                	 
      	
                  9 /8
      /2004

                	 
      	
                  1
      /11/2015

                
	
                  096HK2

                	 
      	
                  HK

                	 
      	
                  05104679.5

                	 
      	 
      	 
      	
                  1071899A

                	 
      	
                  KALLIKREIN-BINDING
      "KUNITZ DOMAIN" PROTEINS AND ANALOGUES THEREOF

                	 
      	
                  PUBLISHED

                	 
      	 
      	 
      	
                  1
      /11/2015

                
	
                  096IE1

                	 
      	
                  IE

                	 
      	
                  95909223.0

                	 
      	
                  0739355

                	 
      	
                  EP0739355

                	 
      	
                  KALLIKREIN-BINDING
      "KUNITZ DOMAIN" PROTEINS AND ANALOGUES THEREOF

                	 
      	
                  ISSUED

                	 
      	
                  9 /8
      /2004

                	 
      	
                  1
      /11/2015

                
	
                  096IT1

                	 
      	
                  IT

                	 
      	
                  95909223.0

                	 
      	
                  0739355

                	 
      	
                  EP0739355

                	 
      	
                  KALLIKREIN-BINDING
      "KUNITZ DOMAIN" PROTEINS AND ANALOGUES THEREOF

                	 
      	
                  ISSUED

                	 
      	
                  9 /8
      /2004

                	 
      	
                  1
      /11/2015

                


        

      

      


      Exhibit
B

      


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


      
        
           


        

        
          
          

          
            

          

        

        
           


        

      

      


      
        
          	
                  DX-88

                
	
                  MATTER

                	 
      	 
      	 
      	
                  SERIAL

                	 
      	
                  PATENT

                	 
      	
                  PUBL

                	 
      	
                  TITLE

                	 
      	
                  STATUS

                	 
      	
                  ISSUE

                	 
      	
                  EXPIRATION

                
	
                  096JP1

                	 
      	
                  JP

                	 
      	
                  7-518726

                	 
      	
                  3805785

                	 
      	
                  9511131

                	 
      	
                  KALLIKREIN-BINDING
      "KUNITZ DOMAIN" PROTEINS AND ANALOGUES THEREOF

                	 
      	
                  ISSUED

                	 
      	
                  5
      /19/2006

                	 
      	
                  1
      /11/2015

                
	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                
	
                  096LU1

                	 
      	
                  LU

                	 
      	
                  95909223.0

                	 
      	
                  0739355

                	 
      	
                  EP0739355

                	 
      	
                  KALLIKREIN-BINDING
      "KUNITZ DOMAIN" PROTEINS AND ANALOGUES THEREOF

                	 
      	
                  ISSUED

                	 
      	
                  9 /8
      /2004

                	 
      	
                  1
      /11/2015

                
	
                  096MC1

                	 
      	
                  MC

                	 
      	
                  95909223.0

                	 
      	
                  0739355

                	 
      	
                  EP0739355

                	 
      	
                  KALLIKREIN-BINDING
      "KUNITZ DOMAIN" PROTEINS AND ANALOGUES THEREOF

                	 
      	
                  ISSUED

                	 
      	
                  9 /8
      /2004

                	 
      	
                  1
      /11/2015

                
	
                  096NL1

                	 
      	
                  NL

                	 
      	
                  95909223.0

                	 
      	
                  0739355

                	 
      	
                  EP0739355

                	 
      	
                  KALLIKREIN-BINDING
      "KUNITZ DOMAIN" PROTEINS AND ANALOGUES THEREOF

                	 
      	
                  ISSUED

                	 
      	
                  9 /8
      /2004

                	 
      	
                  1
      /11/2015

                
	
                  096PT1

                	 
      	
                  PT

                	 
      	
                  95909223.0

                	 
      	
                  0739355

                	 
      	
                  EP0739355

                	 
      	
                  KALLIKREIN-BINDING
      "KUNITZ DOMAIN" PROTEINS AND ANALOGUES THEREOF

                	 
      	
                  ISSUED

                	 
      	
                  9 /8
      /2004

                	 
      	
                  1
      /11/2015

                
	
                  096SE1

                	 
      	
                  SE

                	 
      	
                  95909223.0

                	 
      	
                  0739355

                	 
      	
                  EP0739355

                	 
      	
                  KALLIKREIN-BINDING
      "KUNITZ DOMAIN" PROTEINS AND ANALOGUES THEREOF

                	 
      	
                  ISSUED

                	 
      	
                  9 /8
      /2004

                	 
      	
                  1
      /11/2015

                
	
                  096US1

                	 
      	
                  US

                	 
      	
                  08/676,125

                	 
      	
                  5,795,865

                	 
      	 
      	 
      	
                  KALLIKREIN-INHIBITING
      "KUNITZ DOMAIN" PROTEINS AND ANALOGUES THEREOF

                	 
      	
                  ISSUED

                	 
      	
                  8
      /18/1998

                	 
      	
                  8
      /18/2015

                
	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                
	
                  143001

                	 
      	
                  US

                	 
      	
                  11/716,278

                	 
      	 
      	 
      	
                  20070213275

                	 
      	
                  FORMULATIONS
      FOR ECALLANTIDE

                	 
      	
                  PUBLISHED

                	 
      	 
      	 
      	
                  3
      /10/2026

                
	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                
	
                  143CA1

                	 
      	
                  CA

                	 
      	
                  2643693

                	 
      	 
      	 
      	
                  CA2643693

                	 
      	
                  FORMULATIONS
      FOR ECALLANTIDE

                	 
      	
                  PUBLISHED

                	 
      	 
      	 
      	
                  3 /9
      /2027

                
	
                  143EP1

                	 
      	
                  EP

                	 
      	
                  07758271.6

                	 
      	 
      	 
      	
                  EP2001500

                	 
      	
                  FORMULATIONS
      FOR ECALLANTIDE

                	 
      	
                  PUBLISHED

                	 
      	 
      	 
      	
                  3 /9
      /2027

                
	
                  143HK1

                	 
      	
                  HK

                	 
      	
                  09100264.0

                	 
      	 
      	 
      	
                  1119964

                	 
      	
                  FORMULATIONS
      FOR ECALLANTIDE

                	 
      	
                  PUBLISHED

                	 
      	 
      	 
      	
                  3 /9
      /2027

                
	
                  143IN1

                	 
      	
                  IN

                	 
      	
                  PCT/US07/63703

                	 
      	 
      	 
      	
                  7659/DELNP/2008

                	 
      	
                  FORMULATIONS
      FOR ECALLANTIDE

                	 
      	
                  PUBLISHED

                	 
      	 
      	 
      	
                  3 /9
      /2027

                
	
                  143JP1

                	 
      	
                  JP

                	 
      	
                  2008-558556

                	 
      	 
      	 
      	
                  2009529542

                	 
      	
                  FORMULATIONS
      FOR ECALLANTIDE

                	 
      	
                  PUBLISHED

                	 
      	 
      	 
      	
                  3 /9
      /2027

                
	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                
	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                	 
      	
                  [******]

                


        

      

      


      Exhibit
B

      


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