Exhibit
10.18 (b)

Execution Version


AMENDED AND RESTATED


LICENSE AGREEMENT


This AMENDED AND RESTATED LICENSE AGREEMENT (this “Agreement”),
dated effective as of October 27, 2006 (the “Effective Date of this
Agreement”), is entered into by and between XOMA Ireland Limited, a company
with limited liability organized under the laws of the Republic of Ireland
having offices at Shannon Airport House, Shannon, County Clare, Ireland (with
its Affiliates, “XOMA”) and DYAX Corp., a corporation organized under
the laws of the State of Delaware having offices at 300 Technology Square, Cambridge,
Massachusetts 02139, U.S.A. (with its Affiliates, “DYAX”).


BACKGROUND


A.           XOMA is the owner or exclusive licensee of certain patent
rights and know-how relating to bacterial cell expression, and DYAX wishes to
acquire non-exclusive licenses under such patent rights and know-how; and


B.            DYAX is the owner or exclusive licensee of certain patent
rights relating to phage display technologies (generally known as the Ladner
and related patent rights), and XOMA wishes to acquire non-exclusive licenses
under such patent rights; and


C.            XOMA and DYAX previously executed a License Agreement,
dated effective as of October 16, 2002 (the “Effective Date of the Original
Agreement”), under which (i) XOMA granted to DYAX certain non-exclusive
licenses to engage in certain research, development and commercial activities,
and (ii) DYAX granted to XOMA certain non-exclusive licenses to engage in
certain research, development and commercial activities (the “Original
Agreement”); and


D.            XOMA has requested that DYAX provide XOMA with certain
quantities of its most recently developed antibody phage display libraries to
use in connection with the license granted herein by DYAX to XOMA;  and


E.            DYAX is willing to provide such libraries to XOMA if the
terms of the Original Agreement are amended and restated as set forth herein.


NOW, THEREFORE, in consideration of the promises and the mutual
covenants hereinafter recited, the parties agree that, from and after the date
hereof, the Original Agreement shall be amended and restated as follows:


ARTICLE 1.    DEFINITIONS


In this Agreement, the
following terms shall have the meanings set forth in this Article.


Confidential
materials omitted and filed separately with the Securities and Exchange

Commission. An asterisk in brackets [*] denotes such omission.













1.1           “Affiliate” means any corporation or other entity
which is directly or indirectly controlling, controlled by or under common
control with a party hereto. For purposes of this Agreement, “control”
(including, with correlative meanings, the terms “controlled” and “controlling”)
means the possession, directly or indirectly, of the power to direct or cause
the direction of the management or policies of the subject corporation or other
entity, whether through the ownership of voting securities, by agreement or otherwise.


1.2            “Antibody Phage Display” means the authorized use
of Licensed Antibody Phage Display Materials to conduct Research and
Development.


1.3            “Change in Control” means, with respect to Dyax
Corp. or XOMA Ltd., any transaction or series of transactions as a result of
which any person or group (as defined under the U.S. Securities Exchange Act of
1934, as amended) becomes, directly or indirectly, the beneficial owner of more
than fifty percent (50%) of the total voting power of such entity’s equity
securities or otherwise gains control of such entity.


1.4            “Commercial Antibody Phage Display Business”
means, with respect to immunoglobulin or antibody phage display services,
immunoglobulin or antibody phage display libraries, immunoglobulin or antibody
phage display products or immunoglobulin or antibody phage display materials,
the out-licensing, commercial manufacture, sale, offer for sale, import for
sale or export for sale of such immunoglobulin or antibody phage display
services, libraries, products and materials.


1.5            “Confidential Information” means any proprietary
or confidential information or material disclosed by a party to the other party
pursuant to this Agreement, which is (i) disclosed in tangible form hereunder
and is designated thereon as “Confidential” at the time it is delivered to the
receiving party, or (ii) disclosed orally hereunder and identified as
confidential or proprietary when disclosed and such disclosure of confidential
information is confirmed in writing within thirty (30) days by the disclosing
party.


1.6            “Development Partner” means a Third Party from
whom a party either in- licenses a target for development and/or
commercialization by the in-licensing party or with whom a party shares the
economic risk of development or commercialization of a target or product being
developed or commercialized on behalf of the applicable party.


1.7            “Dispose” means to transfer, assign, lease, or in
any other fashion dispose of control, ownership or possession, but shall not
mean to license or sell. “Disposition” shall have the correlative
meaning.


1.8            “DYAX Collaborator” means any person or entity who
is an authorized end-user of Licensed Antibody Phage Display Materials, the
intended recipient of Licensed Immunoglobulins or Licensed Immunoglobulin
Information transferred from DYAX and/or a person or entity on whose behalf
DYAX knowingly engages in Antibody Phage Display. Except as expressly set forth
on Schedule 2.9(i). no person or entity shall be deemed to be a DYAX
Collaborator if such person or entity is engaged in a Commercial Antibody Phage
Display Business unless, pursuant to a written agreement (other than this 



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Agreement), executed after
the Effective Date of the Original Agreement, XOMA has granted to such person
or entity a valid license or covenant not to sue under the XOMA Patent Rights
which explicitly extends to the activities identified in this third to last
sentence of Section 1.8. XOMA shall provide DYAX prompt written notice of those
written agreements or covenants not to sue which satisfy the requirements of
the prior sentence. No person or entity may claim the status of DYAX
Collaborator with respect to any acts or activities which are unrelated to the
use of Licensed Antibody Phage Display Materials provided by DYAX.


1.9           “DYAX Patent Rights” means the patent applications
and patents listed on Schedule 1.9 hereto and, solely to the extent any
Valid Claim would cover or be included in the license grants provided for
herein, all divisions, continuations, continuations-in-part, applications
claiming priority thereto, and substitutions thereof; all foreign patent
applications corresponding to the preceding applications; all U.S. and foreign
patents issuing on any of the preceding applications, including extensions,
reissues and re-examinations; and any other patent rights owned or licensed by
DYAX, whether now existing or obtained in the future, which DYAX has the right
to license or sublicense and which would be infringed by the activities of XOMA
contemplated hereunder but for this Agreement. DYAX Patent Rights shall also include
(i) any improvements of the foregoing that are owned or controlled by DYAX and
(ii) any patents or patent applications, whether now existing or obtained in
the future, owned or controlled by DYAX containing a claim that is dominating
over the foregoing patent rights (i.e., is necessarily infringed by the
practicing of a claim in one of the foregoing applications).


1.10         “First Commercial Sale” means the initial transfer by
DYAX (either directly or through a Third Party, including without limitation
any joint venture or similar arrangement in which DYAX and/or a Development
Partner of DYAX is a participant) of a Product for value and not for
demonstration, testing or promotional purposes.


1.11         “Immunoglobulin” means any molecule, including
without limitation, full immunoglobulin molecules (e.g., IgG, IgM, IgE, IgA and
IgD molecules) and ScFv, Fv and Fab molecules, that has an amino acid sequence
by virtue of which it specifically interacts with an antigen and wherein that
amino acid sequence consists essentially of a functionally operating region of
an antibody variable region including, without limitation, any naturally
occurring or recombinant form of such a molecule.


1.12         “Licensed Antibody Phage Display Materials” means (i)
any collection or library of polynucleotide sequences, created by and under the
exclusive control of DYAX, which encodes at least one Immunoglobulin and which
is contained in filamentous bacteriophage and/or bacteriophage or phagemid
cloning vectors capable of propagation in bacteria; or (ii) any collection or library
of bacteriophage, created by or under the exclusive control of DYAX, wherein an
Immunoglobulin is expressed as a fusion protein comprising an Immunoglobulin or
at least a functionally operating region of an antibody variable region and an
outer surface polypeptide of a bacteriophage. For the avoidance of doubt, and
without expanding the definition thereof, specifically excluded from the
definition of Licensed Antibody Phage Display Materials are (x) any article of
manufacture or composition of matter suitable for display, expression or
secretion of an Immunoglobulin in or from any organism or system other than
bacteria and (y) any materials or composition of matter otherwise meeting the
definition of Licensed Antibody Phage



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Display Materials but created
by or under the control of any entity, other than DYAX, engaged in a Commercial
Antibody Phage Display Business; provided, that,
notwithstanding the foregoing, any materials or composition of matter otherwise
meeting the definition of Licensed Antibody Phage Display Materials but created
by or under the exclusive control of a DYAX Collaborator shall constitute
Licensed Antibody Phage Display Materials, but only to the extent derived by
such DYAX Collaborator exclusively from Licensed Antibody Phage Display
Materials created by or under the exclusive control of DYAX and properly
transferred by DYAX to such DYAX Collaborator in accordance with the applicable
provisions of this Agreement and such DYAX Collaborator acknowledges that the
transfer restrictions and other provisions hereof apply thereto.


1.13          “Licensed Immunoglobulin” means any Immunoglobulin
discovered, isolated or characterized by DYAX or a DYAX Collaborator (as
defined above) through the use of Licensed Antibody Phage Display Materials.


1.14          “Licensed Immunoglobulin Information” means any
data, know-how or other information relating, concerning or pertaining to a
Licensed Immunoglobulin, including, without limitation, data, know-how or other
information characterizing or constituting such Licensed Immunoglobulin’s polynucleotide
or amino acid sequence, purported function or utility, antigen binding
affinity, or physical or biochemical property.


1.15          “Net Sales” means, solely with respect to sales by
DYAX (either directly or through a Third Party, including without limitation
any joint venture or similar arrangement in which DYAX and/or a Development
Partner of DYAX is a participant), the gross amount invoiced by DYAX (or such
joint venture or similar arrangement) to an independent Third Party less the
following items:


(a)                                  Trade, cash and quantity discounts actually
allowed and taken directly with respect to such sales;


(b)                                 Excises, sales taxes or other taxes imposed
upon and paid directly with respect to such sales (excluding national, state or
local taxes based income);


(c)                                  Amounts repaid or credited by reason of
rejections, defects, recalls or returns or because of rebates or retroactive
price reduction; and


(d)                                 Freight, transportation and insurance.


Net Sales shall not include any consideration
received by DYAX (or any such joint venture or similar arrangement) in respect
of the sale, use or other disposition of such Product in a country as part of a
clinical trial prior to the receipt of all regulatory approvals required to
commerce full commercial sales of such Product in such country, except sales
under “treatment INDs,” “named patient sales,” “compassionate use sales,” or
their equivalents pursuant to which DYAX (or any such joint venture or similar
arrangement) is entitled, under applicable laws, regulations and regulatory
policies, to recover costs incurred in providing such Product to patients.



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1.16         “Product” means any composition of matter or article
of manufacture, including without limitation any diagnostic, prophylactic or
therapeutic product, which (a) contains a Licensed Immunoglobulin; or (b) was
discovered or created by, arose out of or is related to use of Licensed
Antibody Phage Display Materials or the conduct of Antibody Phage Display by
DYAX or a DYAX Collaborator; or (c) is sold by or on behalf of DYAX or a DYAX
Collaborator under conditions which, if unlicensed, would constitute
infringement of the XOMA Patent Rights.


1.17         “Research and Development” means the identification,
selection, isolation, purification, characterization, study and/or testing of
an Immunoglobulin for any purpose, including, without limitation, any
activities relating to the discovery and development of human therapeutic or
diagnostic products. Included within the definition of “Research and
Development” shall be all in vitro screening
or assays customarily performed in pre-clinical and clinical research and uses
associated with obtaining FDA or equivalent agency regulatory approval.
Notwithstanding anything to the contrary contained herein, “Research and Development”
shall not include use of the XOMA Expression Technology in commercial or
industrial manufacture or any activities solely directed to the creation of
such capacities.


1.18         “Research Quantities” means those quantities of an
Immunoglobulin reasonably required for Research and Development purposes.


1.19         “Third Party” means any person or entity other than
DYAX or XOMA.


1.20         “Valid Claim” means (i) a claim of an issued and
unexpired patent included within the DYAX Patent Rights or the XOMA Patent Rights,
as the case may be, which has not been held invalid in a final decision of a
court of competent jurisdiction from which no appeal may be taken, and which
has not been disclaimed or admitted to be invalid or unenforceable through
reissue or otherwise, or (ii) a claim of a pending patent application within
the DYAX Patent Rights or the XOMA Patent Rights, as the case may be.


1.21         “XOMA Expression Technology” means any method,
composition of matter or article of manufacture suitable for the expression of a
functional Immunoglobulin in a prokaryote.


1.22         “XOMA Field of Use” means all fields.


1.23         “XOMA Know-How” means unpatented and/or unpatentable
technical information, including ideas, concepts, inventions, discoveries,
data, designs, formulas, specifications, procedures for experiments and tests
and other protocols, results of experimentation and testing, fermentation and
purification techniques, and assay protocols, whether now existing or obtained
in the future, owned by XOMA which XOMA has the right to license or sublicense
and which may be necessary for the practice of the applicable XOMA Patent
Rights or which would be misappropriated by the activities of DYAX or the DYAX
Collaborators contemplated hereunder but for this Agreement. XOMA Know-How
shall not include the XOMA Patent Rights. All XOMA Know-How shall be
confidential information of XOMA.



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1.24         “XOMA Patent Rights” means the patent applications
and patents listed on Schedule 1.24 hereto and, solely to the extent any
Valid Claim would cover or be included in the license grants provided for
herein, all divisions, continuations, continuations-in-part, applications
claiming priority thereto, and substitutions thereof; all foreign patent
applications corresponding to the preceding applications; all U.S. and foreign
patents issuing on any of the preceding applications, including extensions,
reissues and re-examinations; and any other patent rights owned by XOMA which
XOMA has the right to license or sublicense and which would be infringed by the
activities contemplated hereunder but for this Agreement. XOMA Patent Rights
shall also include (i) any improvements of the foregoing that are owned or controlled
by XOMA and (ii) any patents or patent applications, whether now existing or
obtained in the future, owned or controlled by XOMA containing a claim that is
dominating over the foregoing patent rights (i.e., is necessarily infringed by
the practicing of a claim in one of the foregoing applications).


The above definitions are
intended to encompass the defined terms in both the singular and plural forms.


ARTICLE 2.    XOMA GRANT OF RIGHTS TO DYAX


2.1      License Grants. Subject to the
other terms and conditions of this Agreement, XOMA hereby grants to DYAX a
worldwide, non-exclusive, non-transferable (other than as provided in Section
9.2) license, without any right to sublicense, under the XOMA Patent Rights and
the XOMA Know-How to:


(a)                                  on its own behalf and on behalf of a DYAX
Development Partner or DYAX Collaborator, make or have made Licensed Antibody Phage
Display Materials;


(b)                                 on its own behalf and on behalf of a DYAX
Collaborator, transfer Licensed Antibody Phage Display Materials;


(c)                                  on its own behalf and on behalf of a DYAX
Development Partner or DYAX Collaborator, conduct Antibody Phage Display to
identify and isolate Licensed Immunoglobulin;


(d)                                 on its own behalf and on behalf of a DYAX
Development Partner or DYAX Collaborator, use the XOMA Expression Technology in
connection with the use of Licensed Antibody Phage Display Materials to make or
have made Research Quantities of Licensed Immunoglobulin;


(e)                                  on its own behalf and on behalf of a DYAX
Development Partner or DYAX Collaborator, use Licensed Immunoglobulin or
Licensed Immunoglobulin Information to research and develop, make, have made,
use, offer for sale, sell and have sold, import and have imported Products for
use in the treatment, prophylaxis, diagnosis or monitoring of a human disease
state or condition; and



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(f)                                    on its own behalf and on behalf of a DYAX
Development Partner, to make, have made, use, offer for sale, sell and have
sold, import and have imported Products for use in the treatment, prophylaxis,
diagnosis or monitoring of a human disease state or condition.


For the sake of clarity, (i)
the licenses granted in Section 2.1 are personal to DYAX and are to be used on
behalf of any DYAX Collaborator or Development Partner of DYAX only in respect
of or in connection with the activities that such DYAX Collaborator or
Development Partner of DYAX is engaged in that are the basis for meeting the
definition of DYAX Collaborator or Development Partner of DYAX, as the case may
be, and not any other activities, and (ii) without limiting the foregoing, the
license granted in Section 2.1(f) is not to be used on behalf of any DYAX
Collaborator or any other Third Party that is not a Development Partner of
DYAX.


2.2           XOMA Transfer to DYAX. Within thirty (30) days of
the Effective Date of this Agreement, XOMA shall transfer to DYAX, at a
reasonable place and time of DYAX’s direction, the materials identified on Schedule
2.2.


2.3           Covenant Not To Sue. In partial consideration for
the payments set forth in Sections 4.1 and 4.2, XOMA covenants that it shall
not initiate or permit any Third Party over whom it has control to initiate or
assist in any way in the initiation or prosecution of any action asserting a
claim of infringement under the XOMA Patent Rights or misappropriation of the
XOMA Know-How against DYAX, any Development Partner of DYAX or any DYAX
Collaborator solely to the extent reasonably necessary to permit the authorized
use of Licensed Antibody Phage Display Materials, Licensed Immunoglobulins or Licensed
Immunoglobulin Information for activities or in a manner otherwise permitted
under the provisions of this Agreement. The parties agree that the covenant not
to sue provided by this Section 2.3 (i) is a covenant that transfers with any
assignment or sale of, or grant of an exclusive license (with the right to
enforce) under, the applicable XOMA Patent Rights by XOMA and (ii) without
limiting or expanding the provisions of Section 9.2, shall be binding upon any
permitted successors or assigns of XOMA. XOMA agrees to use commercially
reasonable efforts to assist DYAX in recording in a form reasonably acceptable
to XOMA the covenant not to sue provided by this Section 2.3, as permitted,
with the U.S. Patent and Trademark Office. The covenant not to sue provided by
this Section 2.3:


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


(b)                                 is personal to DYAX, such Development Partner
of DYAX and such DYAX Collaborator and cannot be assigned or transferred;



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(c)                                  does not constitute a release or waiver of
past, present or future infringement of the XOMA Patent Rights or
misappropriation of the XOMA Know-How by DYAX or any Third Party, including,
without limitation, any DYAX Collaborator acting outside of the scope of the
written agreement with DYAX provided for in Section 2.5; and


(d)                                 shall become void and without effect as to
any entity or person who claims its benefit but fails to materially discharge
or comply with any term of its written agreement with DYAX provided for in
Section 2.5.


2.4           No Implied Rights. Only the rights and licenses
granted pursuant to the express terms of this Agreement shall be of any legal
force or effect. No license or other rights shall be deemed to have been
granted to DYAX, a Development Partner of DYAX or a DYAX Collaborator other
than as expressly provided for in this Agreement. For the avoidance of doubt,
the grants of rights made pursuant to Sections 2.1 and 2.3 do not include, and
expressly exclude, the following:


(a)                                 any right or license under the XOMA Patent
Rights and the XOMA Know-How to engage in any activities on behalf of or in
collaboration with any Third Party, other than a Development Partner of DYAX or
a DYAX Collaborator;


(b)                                any right or license under the XOMA Patent Rights and the XOMA Know-How
to use the XOMA Expression Technology to make or have made any amount of a
Licensed Immunoglobulin or Product other than Research Quantities; provided, however, that DYAX or, as
applicable, a DYAX Collaborator shall be permitted to make or have made any
Licensed Immunoglobulin by any means of its selection other than those which
otherwise infringe a Valid Claim of the XOMA Patent Rights or utilize the XOMA
Know-How; and/or


(c)                                 any right to release any Third Party,
including a Development Partner of DYAX or a DYAX Collaborator, from any claim
of infringement under the XOMA Patent Rights.


2.5           Transfer Restrictions.


(a)  DYAX shall not undertake any Antibody Phage
Display activities on behalf of a Third Party or Dispose of Licensed Antibody
Phage Display Materials or the product of the practice of any method within the
scope of the XOMA Patents (“Transferred Materials”) to any Third Party
until such time as such Third Party has entered into a written agreement with
DYAX pursuant to which such Third Party acknowledges and expressly agrees:


(i)                                   that the “first sale” doctrine does not apply
to any such Disposition;



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(ii)                                  to further Dispose of Transferred Materials
only to a Third Party who otherwise meets the definition of a Development
Partner or DYAX Collaborator and who executes a written agreement in which its
undertakes all of the obligations applied to the transferring party, provided, however, that
this Section 2.5(a)(ii) shall not apply to the Disposition of any Licensed
Immunoglobulin where such Third Party is not a Dyax Development Partner and no
royalty is or will otherwise be due under Section 4.1;


(iii)                               that the covenant not to sue provided by
Section 2.3 does not extend use of the XOMA Expression Technology to make any
amount of a Licensed Immunoglobulin or Product other than Research Quantities;


(iv)                              that the covenant not to sue provided by
Section 2.3 does not constitute a release or waiver of past, present or future
infringement of the XOMA Patent Rights or misappropriation of the XOMA Know-How
by such Third Party;


(v)                                 that the covenant not to sue provided by
Section 2.3 shall be subject to such Third Party’s compliance with Section 8.4;


(vi)                              that the covenant not to sue provided by
Section 2.3 is personal to such Third Party (as a DYAX Collaborator or DYAX
Development Partner) and cannot be assigned or transferred;


(vii)                           that the covenant not to sue provided by
Section 2.3 shall become void and without effect as to any entity or person who
claims its benefit but fails to materially discharge or comply with the
foregoing provisions; and


(viii)                        that XOMA shall be an intended third party
beneficiary with respect to the foregoing provisions.


(b)           Without expanding or limiting the scope of the licenses
and covenants not to sue granted by this Agreement, the provisions of Section
2.5(a) requiring a written agreement prior to any Disposition of any
Transferred Materials shall not apply to a transfer of (i) a Licensed
Immunoglobulin discovered by Dyax to a Third Party who is not a Dyax
Development Partner where the making, selling, offering for sale, importing or
exporting of such Licensed Immunoglobulin will occur under conditions which
will not give rise to any obligation to pay XOMA any royalties under Section
4.1, or (ii) a Licensed Immunoglobulin discovered exclusively by Dyax to any
Third Party where such Disposition is made pursuant to a bona fide material
transfer agreement that confers no commercial rights to such Third Party for
the sole purpose of permitting such Third Party to evaluate the transferred
Licensed Immunoglobulin; provided, however, that upon the execution of any subsequent agreement
relating to such Licensed Immunoglobulin, as applicable, the provisions of
Section 2.5(a) shall be incorporated therein.


2.6           Reports, Records and Audits.



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(a)           Thirty (30) days after the end of each calendar quarter,
commencing with the first calendar quarter commencing after the Effective Date
of the Original Agreement, DYAX shall deliver to XOMA a written report which
shall specify the name, address and contact person for each and every DYAX
Collaborator and any person or entity receiving Licensed Antibody Phage Display
Materials or a Licensed Immunoglobulin. The reports delivered by DYAX to XOMA
pursuant to this Section 2.6(a) shall be Confidential Information of DYAX.


(b)           Not later than
thirty (30) days after the end of each calendar year, commencing with the first
calendar year to commence after the Effective Date of the Original Agreement,
as and to the extent publicly disclosed by DYAX (whether in press releases,
government filings or otherwise), DYAX shall deliver to XOMA written materials
pertaining to the current status of activities or compositions of matter as to
which DYAX claims the right of license hereunder.


(c)           DYAX shall maintain
records fully and properly reflecting those activities to be reported to XOMA
pursuant to Sections 2.6(a) and (b) (the “Records”), in sufficient
detail and in good scientific manner appropriate for patent, regulatory and
manufacturing purposes for at least three (3) years. Upon the written request
of XOMA and not more than once in each calendar year, DYAX shall permit an
independent consultant appointed by XOMA, at XOMA’s expense, to have access
during normal business hours to such of the records of DYAX as may be
reasonably necessary to verify compliance with the terms of this Agreement, as
well as the accuracy of the reports hereunder. DYAX shall certify any
statements by DYAX personnel as to their accuracy and correctness. The
consultant shall not be permitted to see or receive any specific information
concerning targets or antibodies of either DYAX or any of its collaborators and
shall disclose to XOMA only the results and conclusions of its review and the
specific details concerning any discrepancies. No other information shall be
shared by the consultant without the prior consent of DYAX unless disclosure is
required by law, regulation or judicial order.


2.7           Ownership; Enforcement. At all times XOMA will
retain ownership of the XOMA Patent Rights and may use and commercialize such
XOMA Patent Rights itself or with any Third Party. XOMA retains the right, at
its sole discretion, to enforce, maintain and otherwise protect the XOMA
Know-How and the XOMA Patent Rights. In addition to the requirements of Section
2.6, DYAX shall give XOMA prompt notice of any infringement of any of the XOMA
Patent Rights by a Third Party engaging in a Commercial Antibody Phage Display
Business which comes to DYAX’s attention during the term of this Agreement.
DYAX will reasonably cooperate with XOMA with respect to any actions XOMA may
choose to take related to the enforcement, maintenance or protection of the
XOMA Patent Rights.


2.8           Oppositions and/or Appeals to Oppositions. DYAX
hereby agrees not to enter into any opposition to and/or appeal from any
decision by the patent authorities of any country on the XOMA Patent Rights and
shall not assist or otherwise cooperate with another party in any such
opposition or appeal.


2.9          Release
From Past Infringement. XOMA releases DYAX from any claims, demands, and
rights of action arising out of and/or based upon any act or omission committed
by DYAX prior to the Effective Date of the Original Agreement, including,
without limitation, claims of infringement under



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the XOMA Patent Rights (the “Release”) and XOMA releases those
Third Parties identified upon Schedule 2.9(i) from any claims, demands,
and rights of action arising out of and based upon any infringement of the XOMA
Patent Rights (the “Third Party Release”): provided, however, that the Release and Third Party Release
provided for in this Section 2.9 shall extend only to claims, demands or rights
of action existing as of the Effective Date of the Original Agreement and which
arose solely out of those activities specified in Schedule 2.9(ii).
Nothing in this Section 2.9 shall be deemed to be a release of any claim,
demand or right of action XOMA may now or in the future have against [*] or any
other entity or person engaged in a Commercial Antibody Phage Display Business
or any of their collaborators (except, in the case of any such collaborator
that is also a collaborator of DYAX, to the extent such collaborator’s activities
with DYAX are directly and exclusively within the scope of the Third Party
Release). The Release and the Third Party Release shall become irrevocable only
upon receipt by XOMA of payment in full by DYAX of all installments of the
amounts set forth in Section 4.1 and shall be revoked in their entirety and
null and void ab initio, immediately
and without further action of the parties, in the event any installment of such
amounts is not received by XOMA on or prior to the fifteenth day following
written notice to DYAX from XOMA of DYAX’s breach in the payment of the full
amount of such installment on or prior to the payment date for such installment
as set forth in Section 4.1, regardless of any payment received thereafter.


ARTICLE 3.   DYAX GRANT OF RIGHTS TO XOMA


3.1           License Grants. Subject to the other terms and
conditions of this Agreement, DYAX hereby grants to XOMA, on its own behalf and
on behalf of its Development Partners, a fully paid up, non-exclusive,
royalty-free, worldwide license under the DYAX Patent Rights, to discover,
isolate, optimize, develop, offer to use, use, offer for sale, sell, make, have
made, export and import Immunoglobulins or products containing or comprising an
Immunoglobulin in the XOMA Field of Use, including without limitation the right
to conduct phage display under the DYAX Patent Rights but excluding the conduct
of phage display as a Commercial Antibody Phage Display Business. XOMA shall
not have the right to sublicense its license rights under the DYAX Patent
Rights to any Third Party. XOMA may not transfer to any Third Party any phage
display library the use of which by XOMA is otherwise licensed hereunder if the
use thereof by such Third Party would infringe a Valid Claim of the DYAX Patent
Rights. For the avoidance of doubt, nothing herein is intended to prevent XOMA
from transferring any Immunoglobulin or any product containing or comprising an
Immunoglobulin to a Development Partner of XOMA or a Third Party working on
behalf of XOMA or a Development Partner of XOMA to make, have made, use, sell,
have sold and import products, provided that the use of such Immunoglobulin
or product by the Development Partner or Third Party does not infringe a Valid
Claim of the DYAX Patent Rights. XOMA is licensed hereby to use phage display
materials, including without limitation phage display libraries, received from
any Third Party, free from any contractual obligations or limitations otherwise
applicable thereto, so long as XOMA otherwise abides by the terms and
conditions of this Agreement. Any use of such phage display materials by XOMA
shall be governed in all respects by the provisions of this Agreement and not
the provisions of any agreements between DYAX and any Third Party providing
phage display materials to XOMA. Furthermore, for the avoidance of doubt,
solely within the XOMA Field of Use, DYAX grants to XOMA, consistent with the
other terms and conditions of this Agreement, a fully paid-


Confidential
materials omitted and filed separately with the Securities and Exchange

Commission. An asterisk in brackets [*] denotes such omission.



 11
 









up, non-exclusive,
royalty-free worldwide right and license to use the DYAX Materials (as defined
below).


3.2           Covenant
Not To Sue. DYAX covenants that it shall not initiate or permit any Third
Party over whom it has control to initiate or assist in any way in the
initiation or prosecution of any action asserting a claim of infringement under
the DYAX Patent Rights against XOMA or any Development Partner of XOMA or
misappropriation of the DYAX Materials against XOMA solely to the extent such
claims arise out of (a) use of the DYAX Materials by XOMA as permitted under
the provisions of this Agreement or (b) the discovery, isolation, optimization
or development by XOMA, or the manufacture, use, offer for use, sale, offer for
sale, importation and exportation, of any Immunoglobulin or product containing
or comprising an Immunoglobulin which were discovered under conditions which
but for this license would constitute misappropriation or infringement of the
DYAX Patent Rights.


3.3           DYAX Transfer to XOMA.


(a)            DYAX has previously transferred to XOMA, under the terms
of the Original Agreement, all of the materials, including without limitation
the Licensed Antibody Phage Display Materials, specified on Schedule 3.3
of the Original Agreement.  Within thirty
(30) days after the Effective Date of this Agreement, DYAX shall transfer to
XOMA those additional Licensed Antibody Phage Display Materials specified on Schedule
3.3 hereof.  Collectively, the
Licensed Antibody Phage Display Materials delivered to XOMA under the Original
Agreement and those additional Licensed Antibody Phage Display Materials
delivered hereunder, are referred to herein as the “DYAX Materials.”
XOMA will be able to consult with DYAX scientific staff at $2,500/person-day
(based on an eight hour day) in the use of the DYAX Materials. The cost of all
reasonable travel-related expenses will be fully reimbursed to DYAX by XOMA.
The DYAX Materials shall be Confidential Information subject to Article 5.  For the avoidance of doubt, all activities of
XOMA using the DYAX Materials on or after the Effective Date of this Agreement
shall be subject to the provisions of this Agreement and not the Original
Agreement.


(b)      DYAX represents and warrants that the
DYAX Materials comprise the Licensed Antibody Phage Display Materials,
including the know-how and protocols for using such Licensed Antibody Phage
Display Materials, that DYAX customarily provides to licensees of antibody
phage display libraries for screening purposes.


3.4           Ownership: Enforcement. At all times DYAX will
retain ownership or control of the DYAX Patent Rights and may use and
commercialize such DYAX Patent Rights itself or with any Third Party. DYAX
retains the right, at its sole discretion, to enforce, maintain and otherwise
protect the DYAX Patent Rights. XOMA will reasonably cooperate with DYAX with
respect to any actions DYAX may choose to take related to the enforcement,
maintenance or protection of the DYAX Patent Rights.


3.5           Oppositions and/or Appeals to Oppositions. XOMA
hereby agrees not to enter into any oppositions to and/or appeal from any
decision by the patent authorities of any country on the DYAX Patent Rights and
shall not assist or otherwise cooperate with another party in any such
opposition or appeal.



 12















ARTICLE 4.          PAYMENTS


4.1           Technology Access and Release Fee. In consideration
for the rights granted to DYAX and DYAX Collaborators pursuant to Sections 2.1,
2.2, 2.3 and 2.9, DYAX has previously paid to XOMA, under the terms of the
Original Agreement, a fee of Three Million Five Hundred Thousand United States
Dollars (US$3,500,000). XOMA hereby acknowledges receipt of such amount. To the
extent that DYAX requires any further assistance in connection with the
transfer of XOMA Expression Technology hereunder, DYAX will be able to consult
with XOMA scientific staff at $2,500/person-day (based on an eight hour day).
The cost of all reasonable travel-related expenses will be fully reimbursed to
XOMA by DYAX.


4.2           Royalties.


(a)           During the term of this Agreement, DYAX shall pay to XOMA a
royalty in cash equal to [*] percent ([*]%) of the Net Sales of any Product(s)
in each calendar quarter, commencing with the first calendar quarter ending
after the Effective Date of the Original Agreement. Notwithstanding the foregoing,
no royalty shall be payable on Net Sales by or on behalf of a DYAX Collaborator
that is not a Development Partner of DYAX where neither DYAX nor any
Development Partner of DYAX directly or indirectly sells the Product.


(b)           Royalties due under
this Article 4 shall be payable on a country-by-country and Product-by-Product
basis from the First Commercial Sale of such Product until the expiration of
the last-to-expire XOMA Patent Right in such country with respect to which a
Valid Claim covers the manufacture, use, sale, offer for sale, import or export
of such Product or the tenth anniversary of such First Commercial Sale,
whichever is later.


4.3           Commercially Reasonable Efforts. DYAX will use its
commercially reasonable efforts to exploit the XOMA Patent Rights, generate and
use Licensed Antibody Phage Display Materials, conduct Antibody Phage Display,
discover, identify, characterize, develop and commercially launch Licensed
Immunoglobulins and Products and/or maximize the amounts available to be shared
with XOMA pursuant to this Article 4. DYAX shall also use commercially
reasonable efforts to collect or receive any payments or other consideration
due to it relating to any activities that would give rise to an obligation
under Section 4.2.


4.4           Payments; Currency. All payments due hereunder
shall be paid by wire transfer in United States dollars in immediately
available funds to an account designated by XOMA. Payments required pursuant to
Section 4.2 hereof shall be due and payable to XOMA when the corresponding Net
Sales are received by DYAX (or any joint venture or similar arrangement in
which DYAX is a participant) and shall be paid within thirty (30) days of the
end of each calendar quarter. If any currency conversion shall be required in
connection with the payment of any royalties hereunder, such conversion shall
be made by using the exchange rate for the purchase of U.S. dollars quoted in
the U.S. version of the Wall Street Journal on the last business day of the
calendar quarter to which such payments relate.


Confidential
materials omitted and filed separately with the Securities and Exchange

Commission. An asterisk in brackets [*] denotes such omission.



 13
 









4.5           Payment Reports. After the First Commercial Sale of
a Product on which royalties are required to be paid hereunder, DYAX shall make
quarterly written reports to XOMA within thirty (30) days after the end of each
calendar quarter, stating in each such report, by country, the number,
description, and aggregate Net Sales of each Product sold during the calendar
quarter. XOMA shall treat all such reports as Confidential Information of DYAX.
Concurrently with the making of such reports, DYAX shall pay XOMA the amounts
specified in Section 4.2 hereof.


4.6          Payment
Records and Inspection. DYAX shall keep complete, true and accurate books
of account and records for the purpose of determining the amounts payable under
this Agreement. Such books and records shall be kept at the principal place of
business of DYAX for at least three (3) years following the end of the calendar
quarter to which they pertain. Upon the written request of XOMA and not more
than once in each calendar year, DYAX shall permit an independent consultant
appointed by XOMA and reasonably acceptable to DYAX to have access during
normal business hours to such of the records of DYAX as may be reasonably
necessary to verify the accuracy of the royalty reports hereunder for any year
ending not more than thirty-six (36) months prior to the date of such request,
unless a discrepancy is found. The consultant shall disclose to XOMA only the
results and conclusions of its review and the specific details concerning any
discrepancies. No other information shall be shared by the consultant without
the prior consent of DYAX unless disclosure is required by law, regulation or
judicial order. The consultant may be obliged to execute a reasonable
confidentiality agreement prior to commencing any such inspection. Inspections
conducted under this Section 4.6 shall be at the expense of XOMA, unless an
underpayment exceeding five percent (5%) of the amount stated for the full
period covered by the inspection is identified, in which case all out-of-pocket
costs relating to the inspection will be paid promptly by DYAX. Any
underpayments or unpaid amounts discovered by such inspections or otherwise
will be paid promptly by DYAX, with interest from the date(s) such amount(s)
were due at a rate equal to the lesser of the prime rate reported by the Bank
of America plus two percent (2%) or the highest interest rate permitted under
applicable law.


ARTICLE 5.          CONFIDENTIALITY


5.1           Confidential Information. Except as expressly
provided herein, the parties agree that, for the term of this Agreement and for
five (5) years thereafter, the receiving party shall keep completely confidential
and shall not publish or otherwise disclose and shall not use for any purpose
except for the purposes contemplated by this Agreement any Confidential
Information furnished to it by the disclosing party hereto, except to the
extent that it can be established by the receiving party by written proof that
such Confidential Information:


(a)                                  was already known to the receiving party,
other than under an obligation of confidentiality, at the time of disclosure;


(b)                                 was generally available to the public or otherwise
part of the public domain at the time of its disclosure to the receiving party;



 14
 









(c)                                  became generally available to the public or
otherwise part of the public domain after its disclosure other than through any
act or omission of the receiving party in breach of this Agreement; or


(d)                                 was subsequently lawfully disclosed to the
receiving party by a person other than a party hereto.


5.2           Permitted Use and Disclosures. Each party hereto
may use or disclose information disclosed to it by the other party to the
extent such use or disclosure is reasonably necessary in complying with
applicable law or government regulations or conducting clinical trials; provided, however, that if a party is
required to make any such disclosure of another party’s Confidential
Information, other than pursuant to a confidentiality agreement, it will give
reasonable advance notice to the latter party of such disclosure and, will use
its reasonable efforts to secure confidential treatment of such information
prior to its disclosure (whether through protective orders or otherwise).
Attached hereto as Schedule 5.2 is a redacted copy of this Agreement
which DYAX shall be free, without obtaining any consent from XOMA, to provide
to Third Parties who indicate an interest in becoming a DYAX Collaborator or a
Development Partner of DYAX.


5.3           Confidential
Terms. Except as expressly provided herein, each party agrees not to disclose
any terms of this Agreement to any Third Party without the consent of the other
party; provided, that disclosures
may be made as required by securities or other applicable laws, or to a party’s
accountants, attorneys and other professional advisors.


ARTICLE 6.          REPRESENTATIONS AND WARRANTIES


6.1           Representations and Warranties.


(a)           XOMA represents and warrants to DYAX that: (i) it is the
sole and exclusive owner or exclusive licensee of all right, title and interest
in the XOMA Patent Rights; (ii) XOMA has the legal right, authority and power
to enter into this Agreement; (iii) this Agreement shall constitute a valid and
binding obligation of XOMA enforceable in accordance with its terms; and (iv)
the performance of obligations under this Agreement by XOMA shall not result in
a breach of any agreements, contracts or other arrangements to which it is a
party.


(b)      DYAX represents and warrants to XOMA that: (i)
it is the sole and exclusive owner or exclusive licensee of all right, title
and interest in the DYAX Patent Rights, (ii) DYAX has the legal right,
authority and power to enter into this Agreement; (iii) this Agreement shall
constitute a valid and binding obligation of DYAX enforceable in accordance
with its terms; and (iv) the performance of obligations under this Agreement by
DYAX shall not result in a breach of any agreements, contracts or other
arrangements to which it is a party.


6.2           Disclaimer.
Nothing in this Agreement is or shall be construed as:



 15
 









(a)                                 A warranty or representation by XOMA or DYAX
as to the validity or scope of any claim or patent within the XOMA Patent
Rights or the DYAX Patent Rights, as the case may be;


(b)                                A warranty or representation that anything
made, used, sold, or otherwise disposed of under any license granted in this
Agreement is or will be free from infringement of any patent rights or other
intellectual property right of any Third Party;


(c)                                 An obligation to bring or prosecute actions
or suits against Third Parties for infringement of any of the XOMA Patent
Rights or the DYAX Patent Rights;


(d)                                An obligation to maintain any patent or to
continue to prosecute any patent application included within the XOMA Patent
Rights or the DYAX Patent Rights in any country; or


(e)                                 Granting by implication, estoppel, or
otherwise any licenses or rights under patents or other rights of XOMA, DYAX or
Third Parties, regardless of whether such patents or other rights are dominant
or subordinate to any patent within the XOMA Patent Rights or the DYAX Patent
Rights, as the case may be.


6.3           No Other Warranties. EXCEPT AS OTHERWISE SET FORTH
IN SECTION 6.1 ABOVE, NEITHER PARTY HERETO MAKES ANY WARRANTIES WITH RESPECT TO
ANY OF THE PATENT RIGHTS, MATERIALS OR KNOW-HOW LICENSED HEREUNDER, EXPRESS OR
IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, BY STATUTE OR OTHERWISE, AND
EACH PARTY SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF
MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF VALIDITY OF SUCH
PATENT RIGHTS, MATERIALS OR KNOW-HOW, ARISING FROM COURSE OF DEALING OR OF
NON-INFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY.


6.4           Certain Agreements.   DYAX represents and warrants that it has in
its possession, and agrees that throughout the term of this Agreement it will
maintain in an accessible location, true, complete and legible copies of each
of the agreements set forth on Schedule 2.9 as in effect on the Effective Date
of the Original Agreement, including all schedules, exhibits and other similar
documents necessary for the correct interpretation of the provisions thereof.


ARTICLE 7.          [RESERVED]


ARTICLE 8.          TERM AND TERMINATION


8.1           Term. Subject to Sections 8.5 and 8.6 hereof, the
term of this Agreement will commence on the Effective Date and (a) with regard
to the license rights granted to XOMA by DYAX pursuant to



 16
 









Article 3, this Agreement
shall remain in full force and effect until the last to expire of the DYAX
Patent Rights, unless earlier terminated by DYAX pursuant to Section 8.2, 8.3
or 8.4; provided, however, that
upon such expiration and absent any earlier termination pursuant to Section
8.2, 8.3 or 8.4, XOMA shall have a royalty-free, fully paid up right and license
to continue to use the DYAX Materials as permitted by Article 3; and (b) with
regard to the license and other rights granted to DYAX and any DYAX Collaborators
or Development Partners of DYAX by XOMA pursuant to Article 2, this Agreement
shall remain in full force and effect until the last to expire of the XOMA
Patent Rights or the tenth anniversary of the First Commercial Sale of the last
Product to be launched, whichever is later, unless earlier terminated by XOMA
pursuant to Section 8.2, 8.3 or 8.4; provided,
however, that, to the extent any of the XOMA Know-How is not
included in the XOMA Patent Rights, upon such expiration and absent any earlier
termination pursuant to Section 8.2, 8.3 or 8.4, DYAX shall have a
royalty-free, fully paid up right and license to continue to use the XOMA
Know-How as permitted by Article 2 .


8.2           Termination
for Material Breach. With regard to (a) the license rights granted to XOMA
by DYAX pursuant to Article 3, or (b) the license and other rights granted to
DYAX and any DYAX Collaborators or Development Partners of DYAX by XOMA
pursuant to Article 2, this Agreement may be terminated by either DYAX or XOMA
upon any material breach by XOMA or DYAX, as the case may be, of any material
obligation or condition of the Agreement, in either case effective fifteen (15)
days after giving notice to the breaching party of such termination in the case
of a payment breach and sixty (60) days after giving written notice to the
breaching party of such termination in the case of any other breach, which
notice shall describe such breach in reasonable detail. The foregoing
notwithstanding, if such breach is cured or shown to be non-existent within the
aforesaid fifteen (15) or sixty (60) day period, the notice shall be deemed
automatically withdrawn and of no effect and the notifying party shall provide
written notice to the breaching party of the withdrawal. A termination of the
breaching party’s rights and licenses pursuant to this Section 8.2 shall not
effect the non-breaching party’s rights and licenses, which shall continue
until otherwise terminated in accordance with this Agreement.


8.3           Termination for Insolvency.  If voluntary or involuntary proceedings by or
against either party are instituted in bankruptcy under any insolvency law, or
a receiver or custodian is appointed for either party, or proceedings are
instituted by or against either party for corporate reorganization or the
dissolution of such party, which proceedings, if involuntary, shall not have
been dismissed within sixty (60) days after the date of filing, or if either
party makes an assignment for the benefit of creditors, or substantially all of
the assets of either party are seized or attached and not released within sixty
(60) days thereafter, the other party may immediately terminate this Agreement
effective upon notice of such termination.


8.4           Contested Validity. If DYAX, a DYAX Collaborator or
any person or entity controlled by any of the foregoing contests the validity
or enforceability of any of the XOMA Patent Rights licensed hereunder, XOMA
shall have the right to terminate all of the rights and licenses hereby granted
to DYAX and any DYAX Collaborator under the XOMA Patent Rights; provided, however, that in the event a
DYAX Collaborator contests the validity or enforceability of any of the XOMA
Patent Rights licensed hereunder other than at the direction, and without the
assistance or other involvement, of DYAX, then the foregoing termination right
of XOMA shall apply only to the rights hereby granted to such DYAX 



 17
 









Collaborator. If XOMA or any
person or entity controlled by XOMA contests the validity or enforceability of
any of the DYAX Patent Rights licensed hereunder, DYAX shall have the right to
terminate all of the rights and licenses hereby granted to XOMA under the DYAX
Patent Rights.


8.5           Effect of Termination.


(a)            Termination of this Agreement shall not release any party
hereto from any liability which, at the time of such termination, has already
accrued to the other party or which is attributable to a period prior to such
termination nor preclude either party from pursuing any rights and remedies it
may have hereunder or at law or in equity with respect to any breach of this
Agreement. It is understood and agreed that monetary damages may not be a
sufficient remedy for any breach of this Agreement and that the non-breaching
party may be entitled to injunctive relief as a remedy for any such breach.
Such remedy shall not be deemed to be the exclusive remedy for any such breach
of this Agreement, but shall be in addition to all other remedies available at
law or in equity.


(b)           Upon any termination
of this Agreement, DYAX and XOMA shall promptly return to the other party all
Confidential Information received from the other party (except that each party
may retain one copy for its files solely for the purpose of determining its
rights and obligations hereunder).


(c)           Except as expressly
provided in Sections 8.1 and 8.2, all licenses granted under Article 2 hereof
shall terminate and be of no further effect upon the termination of this
Agreement.


8.6           Survival.
Sections 2.6(c), 2.7, 2.8, 2.9, 3.3, 3.4, 3.5, 4.2, 4.4, 4.5, 4.6, 8.2, 8.5 and
8.6, and Articles 1, 5, 6 and 9 of this Agreement shall survive any termination
hereof. Without limiting the foregoing, Article 2 of this Agreement shall
survive any termination hereof by DYAX, and Article 3 of this Agreement shall
survive any termination hereof by XOMA.


ARTICLE 9.          MISCELLANEOUS PROVISIONS


9.1           Governing Laws. This Agreement and any dispute,
including without limitation any arbitration, arising from the performance or
breach hereof shall be governed by and construed and enforced in accordance
with the laws of the state of New York, without reference to conflicts of laws
principles.


9.2           Assignment. Neither party may transfer or assign
this Agreement, directly or indirectly, or any of its rights hereunder without
the prior written consent of the other party, other than (a) to one or more
Affiliates, (b) to a successor of XOMA Ltd. under a Change in Control of XOMA
Ltd. or to a successor of DYAX Corp. under a Change in Control of DYAX Corp. to
which Section 9.3 does not apply, or (c) to a Third Party in connection with
the transfer or sale of all or substantially all or its business relating to
antibody selection, development and production and the provision of related
services (other than (i) with respect to such a transfer or sale by DYAX, such
a transfer or sale to any Person listed or described in Section 9.3 and (ii)
with respect to such a transfer or sale by XOMA, such a transfer or sale to
[*]. Any such attempted transfer or assignment in violation of this Section 9.2
shall be void; provided, that in
the event of a permitted Change in Control, the original party’s (or its
successor’s) obligations hereunder shall 


Confidential
materials omitted and filed separately with the Securities and Exchange

Commission. An asterisk in brackets [*] denotes such omission.



 18
 









continue. This Agreement
shall be binding upon and inure to the benefit of the parties and their
permitted successors and assigns.


9.3           Certain Changes in Control. Notwithstanding any
other provision of this Agreement to the contrary, the license and other rights
granted pursuant to Article 2 shall automatically terminate, without further
action by the parties, in the event of (a) a transaction or series of related
transactions in which [*] is a party and which results in a Change of Control
of DYAX, or (b) a transaction or series of related transactions in which DYAX
is a party and which results in a Change in Control of a person or entity described
in clause (a) above.


9.4           Waiver. No waiver of any rights shall be effective
unless consented to in writing by the party to be charged and the waiver of any
breach or default shall not constitute a waiver of any other right hereunder or
any subsequent breach or default.


9.5           Severability. In the event that any provisions of
this Agreement are determined to be invalid or unenforceable by a court of
competent jurisdiction, the remainder of the Agreement shall remain in full
force and effect without said provision.


9.6           Notices. All notices, requests and other
communications hereunder shall be in writing and shall be delivered or sent in
each case to the respective address specified below, or such other address as
may be specified in writing to the other party hereto, and shall be effective
on receipt:


	
  DYAX:

  	
   

  	
  DYAX Corp.

  
	
   

  	
   

  	
  300 Technology
  Square

  
	
   

  	
   

  	
  Cambridge, MA
  02139

  
	
   

  	
   

  	
  U.S.A.

  
	
   

  	
   

  	
  Attn: General
  Counsel

  
	
   

  	
   

  	
   

  
	
  XOMA:

  	
   

  	
  XOMA Ireland Limited

  
	
   

  	
   

  	
  Shannon Airport
  House

  
	
   

  	
   

  	
  Shannon, County
  Clare

  
	
   

  	
   

  	
  Ireland

  
	
   

  	
   

  	
  Attn: Company
  Secretary

  
	
   

  	
   

  	
   

  
	
  with a copy
  (which shall not constitute notice) to:

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Cahill Gordon
  & Reindel LLP

  
	
   

  	
   

  	
  80 Pine Street

  
	
   

  	
   

  	
  New York, NY
  10005

  
	
   

  	
   

  	
  U.S.A.

  
	
   

  	
   

  	
  Attn: Geoffrey
  E. Liebmann

  



 


Confidential
materials omitted and filed separately with the Securities and Exchange

Commission. An asterisk in brackets [*] denotes such omission.



 19
 









9.7           Independent Contractors. Both parties are
independent contractors under this Agreement. Nothing contained in this
Agreement is intended nor is to be construed so as to constitute XOMA or DYAX as partners or joint venturers with respect
to this Agreement.  Except as expressly
provided herein, neither party shall have any express or implied right or
authority to assume or create any obligations on behalf of or in the name of
the other party or to bind the other party to any other contract, agreement, or
undertaking with any third party.


9.8           Compliance with Laws. In exercising their rights
under this license, the parties shall comply in all material respects with the
requirements of any and all applicable laws, regulations, rules and orders of
any governmental body having jurisdiction over the exercise of rights under
this Agreement.


9.9           Bankruptcy. All rights and licenses granted under
or pursuant to this Agreement by one party to the other are, for all purposes
of Section 365(n) of Title XI of the United States Code (“Title XI”),
licenses of rights to “intellectual property” as defined in Title XI. During
the term of this Agreement each party shall create and maintain current copies
to the extent practicable of all such intellectual property. If a bankruptcy
proceeding is commenced by or against one party under Title XI, the other party
shall be entitled to a copy of any and all such intellectual property and all
embodiments of such intellectual property, and the same, if not in the
possession of such other party, shall be promptly delivered to it (a) upon such
party’s written request following the commencement of such bankruptcy proceeding,
unless the party subject to such bankruptcy proceeding, or its trustee or
receiver, elects within thirty (30) days to continue to perform all of its
obligations under this Agreement, or (b) if not delivered as provided under
clause (a) above, upon such other party’s request following the rejection of
this Agreement by or on behalf of the party subject to such bankruptcy
proceeding.  If a party has taken
possession of all applicable embodiments of the intellectual property of the
other party pursuant to this Section 9.9 and the trustee in bankruptcy of the
other party does not reject this Agreement, the party in possession of such
intellectual property shall return such embodiments upon request. If a party
seeks or involuntarily is placed under Title XI and the trustee rejects this
Agreement as contemplated under 11 U.S.C. 365(n)(1), the other party hereby
elects, pursuant to Section 365(n) of Title XI, to retain all rights granted to
it under this Agreement to the extent permitted by law.


9.10         Use
of Name. Neither party shall use the name or trademarks of the other party,
except to the extent that a party is permitted to use the Confidential
Information of the other party pursuant to Article 5, without the prior written
consent of such other party.


9.11         Further
Actions. Each party agrees to execute, acknowledge and deliver such further
instruments, and do such other acts, as may be necessary and appropriate in
order to carry out the purposes and intent of this Agreement.


9.12         Entire
Agreement: Amendment. This Agreement, together with the agreement of XOMA
contained in that certain letter agreement, dated July 24, 2006 (which
agreement shall also have effect with respect to this Agreement), constitutes
the entire and exclusive Agreement between the parties with respect to the
subject matter hereof and supersedes and cancels all previous discussions,
agreements, 



 20
 









commitments and writings in respect thereof. No amendment or addition
to this Agreement shall be effective unless reduced to writing and executed by
the authorized representatives of the parties.


9.13         Arbitration.


(a)            Solely
with respect to any dispute between the parties to this Agreement (other than
any dispute which arises out of or relates to infringement, validity and/or
enforceability of the XOMA Patent Rights or the DYAX Patent Rights) upon ten
(10) days written notice, any party involved in the dispute may initiate
arbitration by giving notice to that effect to the other party or parties
involved in the dispute and by filing the notice with the American Arbitration
Association or its successor organization (“AAA”) in accordance with its
Commercial Arbitration Rules. Such dispute shall then be settled by arbitration
in New York, New York, in accordance with the Commercial Arbitration Rules of
the AAA or other rules agreed to by the parties involved in the dispute, by a
panel of three neutral arbitrators, who shall be selected by the parties
involved in the dispute using the procedures for arbitrator selection of the
AAA.


(b)           The parties acknowledge that this Agreement evidences a
transaction involving interstate commerce. Insofar as it applies, the United
States Arbitration Act shall govern the interpretation of, enforcement of, and
proceedings pursuant to the arbitration clause in this Agreement. Except
insofar as the United States Arbitration Act applies to such matters, the
agreement to arbitrate set forth in this Section 9.13 shall be construed, and
the legal relations among the parties shall be determined in accordance with,
the substantive laws of the State of New York.


(c)           The panel shall render its decision and award, including a
statement of reasons upon which such award is based, within thirty (30) days
after the arbitration hearing. The decision of the panel shall be determined by
majority vote among the arbitrators, shall be in writing and shall be binding
upon the parties involved in the dispute, final and non-appealable.  Judgment upon the award rendered by the panel
may be entered in any court having jurisdiction thereof in accordance with
Section 9.14(a).


(d)           Except as provided under the United States Arbitration Act
and with respect to the infringement, validity and/or enforceability of the
XOMA Patent Rights or the DYAX Patent Rights, no action at law or in equity
based upon any dispute that is subject to arbitration under this Section 9.13
shall be instituted.


(e)           All expenses of any arbitration pursuant to this Section
9.13, including fees and expenses of the parties’ attorneys, fees and expenses
of the arbitrators, and fees and expenses of any witness or the cost of any
proof produced at the request of the arbitrators, shall be paid by the
non-prevailing party.


9.14         Venue;
Jurisdiction.


(a)           Any action or
proceeding brought by either party seeking to enforce any provision of, or
based on any right arising out of, this Agreement must be brought against any
of the parties in 



 21
 









the
courts of the State of New York. Each party (i) hereby irrevocably submits to
the jurisdiction of the state courts of the State of New York and to the jurisdiction
of any United States District Court in the State of New York, for the purpose
of any suit, action, or other proceeding arising out of or based upon this
Agreement or the subject matter hereof brought by any party or its successors
or assigns, (ii) hereby waives, and agrees not to assert, by way of motion, as
a defense, or otherwise, in any such suit, action, or proceeding, any claim
that it is not subject personally to the jurisdiction of the above-named
courts, that its property is exempt or immune from attachment or execution,
that the suit, action or proceeding is brought in an inconvenient forum, that
the venue of the suit, action, or proceeding is improper or that this Agreement
or the subject matter hereof may not be enforced in or by such court, and (iii)
hereby waives and agrees not to seek any review by any court of any other
jurisdiction that may be called upon to grant an enforcement of the judgment of
any such New York state or federal court.


(b)           Process in any action or proceeding seeking to enforce any
provision of, or based on any right arising out of, this Agreement may be
served on any party anywhere in the world. Each party consents to service of
process by registered mail at the address to which notices are to be given
pursuant to Section 9.6. Nothing herein shall affect the right of a party to
serve process in any other manner permitted by applicable law. Each party
further agrees that final judgment against it in any such action or proceeding
arising out of or relating to this Agreement shall be conclusive and may be
enforced in any other jurisdiction within or outside the United States of
America by suit on the judgment, a certified or exemplified copy of which shall
be conclusive evidence of the fact and of the amount of its liability.


(c)           Each party agrees that it shall not, and that it shall
instruct those in its control not to, take any action to frustrate or prevent
the enforcement of any writ, decree, final judgment, award (arbitral or
otherwise) or order entered against it with respect to this Agreement, the XOMA
Patent Rights or the DYAX Patent Rights and shall agree to be bound thereby as
if issued or executed by a competent judicial tribunal having personal
jurisdiction situated in its country of residence or domicile.


9.15         Counterparts.
This Agreement may be executed in two or more counterparts, each of which shall
be deemed an original, but all of which together shall constitute one and the
same instrument.



 22















IN WITNESS WHEREOF, XOMA and
DYAX have executed this Agreement in duplicate originals by duly authorized
officers.


	
  DYAX CORP.

  	
   

  	
  XOMA IRELAND LIMITED

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Ivana Magovcevic-Liebisch

  	
   

  	
  By:

  	
  /s/ Alan Kane

  	
   

  
	
  Name:

  	
  Ivana Magovcevic-Liebisch

  	
   

  	
  Alan Kane, Director

  
	
  Title:

  	
  General Counsel and Executive Vice

  	
   

  	
  duly authorized for and on behalf of XOMA

  
	
   

  	
     President, Corporate Communications

  	
   

  	
  Ireland Limited in the presence of:

  
	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
  /s/ Niamh Coghlan

  	
   

  
							



 



 23
 









SCHEDULE 1.9


Dyax Patent Rights


 


	
  Country

  	
   

  	
  Application/

  Publication No.

  	
   

  	
  Filing Date

  	
   

  	
  Patent No.

  	
   

  	
  Issue Date

  	
   

  	
  Expiration

  Date

  
	
  US

  	
   

  	
  07/664,989

  	
   

  	
  03/01/91

  	
   

  	
  5,223,409

  	
   

  	
  06/29/93

  	
   

  	
  06/29/10

  
	
  US

  	
   

  	
  08/009,319

  	
   

  	
  01/26/93

  	
   

  	
  5,403,484

  	
   

  	
  04/04/95

  	
   

  	
  04/04/12

  
	
  US

  	
   

  	
  08/057,667

  	
   

  	
  06/18/93

  	
   

  	
  5,571,698

  	
   

  	
  11/05/96

  	
   

  	
  06/29/10

  
	
  US

  	
   

  	
  08/415,922

  	
   

  	
  04/03/95

  	
   

  	
  5,837,500

  	
   

  	
  11/17/98

  	
   

  	
  06/29/10

  
	
  US

  	
   

  	
  09/781,988

  	
   

  	
  02/14/01

  	
   

  	
  6,979,538

  	
   

  	
  12/27/05

  	
   

  	
  06/29/10

  
	
  US

  	
   

  	
  09/893,878

  	
   

  	
  06/29/01

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US

  	
   

  	
  10/126,544

  	
   

  	
  04/22/02

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US

  	
   

  	
  10/207,797

  	
   

  	
  07/31/02

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  US

  	
   

  	
  08/821,498

  	
   

  	
  03/21/97

  	
   

  	
  6,326,155

  	
   

  	
  12/04/01

  	
   

  	
   

  
	
   

  PCT

  	
   

  	
  PCT/US89/03731 

  W090/02809 (pub)

  	
   

  	
   

  09/01/89

  	
   

  	
   

  	
   

  	
   

  National Phase

  	
   

  	
   

  
	
  EP

  	
   

  	
  89910702.3

  	
   

  	
  09/01/89

  	
   

  	
  EP 436,597

  	
   

  	
  04//02/97

  	
   

  	
  Revoked

  
	
   

  EP

  	
   

  	
  Divisional 96/112867.5

  768377 (pub)

  	
   

  	
   

  09/01/89

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  Abandoned

  
	
  EP

  	
   

  	
  Divisional 00106289.2

  	
   

  	
  09/01/89

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Abandoned

  
	
   

  EP

  	
   

  	
  Divisional 05000796.2 

  EP1541682

  	
   

  	
   

  09/01/89

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  Published

  
	
   

  Japan

  	
   

  	
  510087/1989 

  JP4502700 (pub)

  	
   

  	
   

  09/01/89

  	
   

  	
   

  3771253

  	
   

  	
   

  02/17/06

  	
   

  	
   

  09/01/09

  
	
  Canada

  	
   

  	
  610,176

  	
   

  	
  09/01/89

  	
   

  	
  1,340,288

  	
   

  	
  01/27/99

  	
   

  	
  09/01/09

  
	
  Canada

  	
   

  	
  2105300

  	
   

  	
  02/27/92

  	
   

  	
  2105300

  	
   

  	
  09/02/1992

  	
   

  	
  02/27/12

  
	
  Ireland

  	
   

  	
  IR89/2834

  	
   

  	
  09/04/89

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Israel

  	
   

  	
  91501

  	
   

  	
  09/01/89

  	
   

  	
  91501

  	
   

  	
  06/11/98

  	
   

  	
  09/01/09

  
	
  Israel

  	
   

  	
  Divisional 120,941

  	
   

  	
  09/01/89

  	
   

  	
  120,941

  	
   

  	
  09/20/2005

  	
   

  	
  09/01/09

  
	
  Israel

  	
   

  	
  Divisional 120,940

  	
   

  	
  09/01/89

  	
   

  	
  120,940

  	
   

  	
  09/20/2005

  	
   

  	
  09/01/09

  
	
  Israel

  	
   

  	
  Divisional 120,939

  	
   

  	
  09/01/89

  	
   

  	
  120,939

  	
   

  	
  10/25/2001

  	
   

  	
  09/01/09

  
	
   

  PCT

  	
   

  	
  US92/01539 

  W092/15679 (pub)

  	
   

  	
   

  02/28/92

  	
   

  	
   

  	
   

  	
   

  National Phase

  	
   

  	
   

  
	
  EP

  	
   

  	
  92/908799.7

  	
   

  	
  02/28/92

  	
   

  	
  0 573 611

  	
   

  	
  03/17/04

  	
   

  	
  02/28/12

  
	
  EP

  	
   

  	
  04/006079.0

  	
   

  	
  02/28/92

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Japan

  	
   

  	
  508216/1992

  	
   

  	
  02/28/92

  	
   

  	
  3447731

  	
   

  	
  07/04/03

  	
   

  	
  02/28/12

  
	
  Japan

  	
   

  	
  130929

  	
   

  	
  05/09/03

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Japan

  	
   

  	
  507558

  	
   

  	
  02/27/92

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 



 24
 









SCHEDULE 1.24


XOMA
Patent Rights


Title: Modular Assembly of
Antibody Genes, Antibodies Prepared Thereby and Use


Inventors:             Robinson,
Liu, Horwitz, Wall, Better


1)                                      Based on
PCT/US86/02269, which is a continuation-in-part of U.S. Application No.
06/793,980 filed November 1, 1985 (abandoned).


	
  COUNTRY

  	
   

  	
  APPLICATION NO.

  	
   

  	
  PATENT NO.

  
	
  Australia

  	
   

  	
  65981/86

  	
   

  	
  Issued 606,320

  
	
  Denmark

  	
   

  	
  3385/87

  	
   

  	
  Issued PR 175680 B1

  
	
  Taiwan

  	
   

  	
  75105650

  	
   

  	
  Expired

  
	
  *United States

  	
   

  	
  06/793,980

  	
   

  	
   

  
	
  *United States

  	
   

  	
  U.S. National Phase of PCT/US86/02269

  	
   

  	
   

  







*Cases abandoned in favor of a continuing application.


2)             Based on PCT/US88/02514, which
corresponds to U.S. Application No. 07/077,528, which is a continuation-in-part
PCT/US86/02269 (abandoned), which is a continuation-in-part of U.S. Application
No. 06/793,980 (abandoned).


	
  COUNTRY

  	
   

  	
  APPLICATION NO.

  	
   

  	
  PATENT NO.

  
	
  Australia

  	
   

  	
  23244/88

  	
   

  	
  Issued 632,462

  
	
  Canada

  	
   

  	
  572,398

  	
   

  	
  Granted 1,341,235

  
	
  Denmark

  	
   

  	
  192/90

  	
   

  	
  Granted 174824

  
	
  Denmark

  	
   

  	
  200301155

  	
   

  	
  Granted PR 175654 B1

  
	
  Denmark

  	
   

  	
  200301156

  	
   

  	
  Granted PR 175581 B1

  
	
  Europe

  	
   

  	
  EP 88907510.7

  	
   

  	
  Granted EP 0371998

  
	
  Austria

  	
   

  	
  EP 88907510.7

  	
   

  	
  Granted EP 0371998

  
	
  Belgium

  	
   

  	
  EP 88907510.7

  	
   

  	
  Granted EP 0371998

  
	
  France

  	
   

  	
  EP 88907510.7

  	
   

  	
  Granted EP 0371998

  
	
  Germany

  	
   

  	
  EP 88907510.7

  	
   

  	
  Granted P 3888186.1

  
	
  Italy

  	
   

  	
  EP 88907510.7

  	
   

  	
  Granted EP 0371998

  
	
  Luxembourg

  	
   

  	
  EP 88907510.7

  	
   

  	
  Granted EP 0371998

  
	
  Netherlands

  	
   

  	
  EP 88907510.7

  	
   

  	
  Granted EP 0371998

  
	
  Sweden

  	
   

  	
  EP 88907510.7

  	
   

  	
  Granted EP 0371998

  
	
  Switzerland/
  Liechtenstein

  	
   

  	
  EP 88907510.7

  	
   

  	
  Granted EP 0371998

  
	
  United Kingdom

  	
   

  	
  EP 88907510.7

  	
   

  	
  Granted EP 0371998

  
	
  Europe

  	
   

  	
  EP 93100041.8

  	
   

  	
  Granted EP 0550400

  
	
  Austria

  	
   

  	
  EP 93100041.8

  	
   

  	
  Granted EP 0550400

  
	
  Belgium

  	
   

  	
  EP 93100041.8

  	
   

  	
  Granted EP 0550400

  
	
  France

  	
   

  	
  EP 93100041.8

  	
   

  	
  Granted EP 0550400

  
	
  Germany

  	
   

  	
  EP 93100041.8

  	
   

  	
  Granted P 3855421.6

  
	
  Italy

  	
   

  	
  EP 93100041.8

  	
   

  	
  Granted EP 0550400

  
	
  Luxembourg

  	
   

  	
  EP 93100041.8

  	
   

  	
  Granted EP 0550400

  
	
  Netherlands

  	
   

  	
  EP 93100041.8

  	
   

  	
  Granted EP 0550400

  
	
  Sweden

  	
   

  	
  EP 93100041.8

  	
   

  	
  Granted EP 0550400

  
	
  Switzerland/
  Liechtenstein

  	
   

  	
  EP 93100041.8

  	
   

  	
  Granted EP 0550400

  
	
  United Kingdom

  	
   

  	
  EP 93100041.8

  	
   

  	
  Granted EP 0550400

  
	
  Europe

  	
   

  	
  EP 95119798.7

  	
   

  	
  Granted EP 0731167

  
	
  Austria

  	
   

  	
  EP 95119798.7

  	
   

  	
  Granted EP 0731167

  
	
  Belgium

  	
   

  	
  EP 95119798.7

  	
   

  	
  Granted EP 0731167

  
	
  France

  	
   

  	
  EP 95119798.7

  	
   

  	
  Granted EP 0731167

  
	
  Germany

  	
   

  	
  EP 95119798.7

  	
   

  	
  Granted P 3856440.12

  
	
  Italy

  	
   

  	
  EP 95119798.7

  	
   

  	
  Granted EP 0731167

  
	
  Luxembourg

  	
   

  	
  EP 95119798.7

  	
   

  	
  Granted EP 0731167

  
	
  Netherlands

  	
   

  	
  EP 95119798.7

  	
   

  	
  Granted EP 0731167

  
	
  Sweden

  	
   

  	
  EP 95119798.7

  	
   

  	
  Granted EP 0731167

  
	
  Switzerland/
  Liechtenstein

  	
   

  	
  EP 95119798.7

  	
   

  	
  Granted EP 0731167

  
	
  United Kingdom

  	
   

  	
  EP 95119798.7

  	
   

  	
  Granted EP 0731167

  
	
  Japan

  	
   

  	
  506481/88

  	
   

  	
  Granted 2991720

  
	
  *United States

  	
   

  	
  07/077,528

  	
   

  	
   

  







*Cases abandoned in favor of a continuing application.



 25
 









3)                                      Based
on U.S. Application No. 07/501,092 filed March 29, 1990, which is a continuation-in-part
of U.S. Application No. 07/077,528 (Modular Assembly of Antibody Genes,
Antibodies Prepared Thereby and Use; Robinson, Liu, Horwitz, Wall, Better) and
of U.S. Application No. 07/142,039 (Novel Plasmid Vector with Pectate Lyase
Signal Sequence; Lei, Wilcox).


	
  COUNTRY

  	
   

  	
  APPLICATION NO.

  	
   

  	
  PATENT NO.

  
	
  *United States

  	
   

  	
  07/501,092

  	
   

  	
   

  
	
  *United States

  	
   

  	
  07/987,555

  	
   

  	
   

  
	
  *United States

  	
   

  	
  07/870,404

  	
   

  	
   

  
	
  *United States

  	
   

  	
  08/020,671

  	
   

  	
   

  
	
  *United States

  	
   

  	
  09/722,425

  	
   

  	
  Abandoned

  
	
  *United States

  	
   

  	
  09/722,315

  	
   

  	
  Abandoned

  
	
  United States

  	
   

  	
  08/235,225

  	
   

  	
  5,618,920

  
	
  United States

  	
   

  	
  08/299,085

  	
   

  	
  5,595,898

  
	
  United States

  	
   

  	
  08/472,691

  	
   

  	
  6,204,023

  
	
  United States

  	
   

  	
  08/467,140

  	
   

  	
  5,698,435

  
	
  United States

  	
   

  	
  08/450,731

  	
   

  	
  5,693,493

  
	
  United States

  	
   

  	
  08/466,203

  	
   

  	
  5,698,417

  
	
  United States

  	
   

  	
  10/040,945

  	
   

  	
  Pending

  







*Cases abandoned in favor of a continuing application.


Title:      AraB Promoters and Method of Producing Polypeptides, Including
Cecropins, by Microbiological Techniques



 26
 









Inventors:              Lai,
Lee, Lin, Ray, Wilcox


Based on PCT/US86/00131, which
is a continuation-in-part of U.S. Application No. 06/695,309 filed January 28,
1985 (abandoned).


	
  COUNTRY

  	
   

  	
  APPLICATION NO.

  	
   

  	
  PATENT NO.

  
	
  Europe

  	
   

  	
  EP 86900983.7

  	
   

  	
  Granted EP 0211047

  
	
  Austria

  	
   

  	
  EP 86900983.7

  	
   

  	
  Granted EP 0211047

  
	
  Belgium

  	
   

  	
  EP 86900983.7

  	
   

  	
  Granted EP 0211047

  
	
  France

  	
   

  	
  EP 86900983.7

  	
   

  	
  Granted EP 0211047

  
	
  Germany

  	
   

  	
  EP 86900983.7

  	
   

  	
  Granted P3689598.9-08

  
	
  Italy

  	
   

  	
  EP 86900983.7

  	
   

  	
  Granted EP 0211047

  
	
  Luxembourg

  	
   

  	
  EP 86900983.7

  	
   

  	
  Granted EP 0211047

  
	
  Netherlands

  	
   

  	
  EP 86900983.7

  	
   

  	
  Granted EP 0211047

  
	
  Sweden

  	
   

  	
  EP 86900983.7

  	
   

  	
  Granted EP 0211047

  
	
  Switzerland/
  Liechtenstein

  	
   

  	
  EP 86900983.7

  	
   

  	
  Granted EP 0211047

  
	
  United Kingdom

  	
   

  	
  EP 86900983.7

  	
   

  	
  Granted EP 0211047

  
	
  Finland

  	
   

  	
  863891

  	
   

  	
  Granted 94774

  
	
  Japan

  	
   

  	
  500818/86

  	
   

  	
  Granted 2095930

  
	
  Japan

  	
   

  	
  094753/94

  	
   

  	
  Granted 2121896

  
	
  Norway

  	
   

  	
  863806

  	
   

  	
  Granted 175870

  
	
  *United States

  	
   

  	
  06/695,309

  	
   

  	
   

  
	
  *United States

  	
   

  	
  06/797,472

  	
   

  	
   

  
	
  United States

  	
   

  	
  07/474,304

  	
   

  	
  Granted 5,028,530

  







*Cases
abandoned in favor of a continuing application.


Title:      Novel Plasmid Vector with Pectate Lyase Signal Sequence


Inventors:              Lei,
Wilcox


Based on U.S.
Application  No. 07/142,039 filed January
11, 1988 and PCT/US89/00077.


	
  COUNTRY

  	
   

  	
  APPLICATION NO.

  	
   

  	
  PATENT NO.

  
	
  Australia

  	
   

  	
  29377/89

  	
   

  	
  Issued/627443

  
	
  Canada

  	
   

  	
  587,885

  	
   

  	
  1,338,807

  
	
  Europe

  	
   

  	
  EP 89901763.6

  	
   

  	
  Granted EP 0396612

  
	
  Austria

  	
   

  	
  EP 89901763.6

  	
   

  	
  Granted EP 0396612

  
	
  Belgium

  	
   

  	
  EP 89901763.6

  	
   

  	
  Granted EP 0396612

  
	
  France

  	
   

  	
  EP 89901763.6

  	
   

  	
  Granted EP 0396612

  
	
  Germany

  	
   

  	
  EP 89901763.6

  	
   

  	
  Granted 689 26 882 T2

  
	
  Italy

  	
   

  	
  EP 89901763.6

  	
   

  	
  Granted EP 0396612

  
	
  Luxembourg

  	
   

  	
  EP 89901763.6

  	
   

  	
  Granted EP 0396612

  
	
  Netherlands

  	
   

  	
  EP 89901763.6

  	
   

  	
  Granted EP 0396612

  
	
  Sweden

  	
   

  	
  EP 89901763.6

  	
   

  	
  Granted EP 0396612

  
	
  Switzerland/
  Liechtenstein

  	
   

  	
  EP 89901763.6

  	
   

  	
  Granted EP 0396612

  
	
  United Kingdom

  	
   

  	
  EP 89901763.6

  	
   

  	
  Granted EP 0396612

  
	
  Japan

  	
   

  	
  501661/89

  	
   

  	
  Granted 2980626

  
	
  *United States

  	
   

  	
  07/142,039

  	
   

  	
   

  
	
  United States

  	
   

  	
  08/472,696

  	
   

  	
  5,846,818

  
	
  United States

  	
   

  	
  08/357,234

  	
   

  	
  5,576,195

  







*Cases
abandoned in favor of a continuing application.



 27
 









SCHEDULE 2.2


Transfer of XOMA Materials


[*]



 28
 









SCHEDULE 2.9


Third Parties and Activities


[*]



 29
 









SCHEDULE 3.3


Dyax Materials


[*]



 30
 









SCHEDULE 5.2


Redacted Agreement



 31