Exhibit 10.1(a)  DYAX CORP.  AMENDED AND RESTATED 1995 EQUITY INCENTIVE PLAN  Section 1.  Purpose  The
purpose of the Dyax Corp. 1995 Equity Incentive Plan (the Plan) is to attract
and retain key employees and directors and consultants of the Company and its
Affiliates, to provide an incentive for them to assist the Company to achieve
long-range performance goals, and to enable them to participate in the
long-term growth of the Company.  Section 2.  Definitions  Affiliate
means any business entity in which the Company owns directly or indirectly 50%
or more of the total combined voting power or has a significant financial
interest as determined by the Committee.  Award
means any Option, Stock Appreciation Right, Performance Share, Restricted
Stock, Stock Unit or Other Stock-Based Award awarded under the Plan.  Board
means the Board of Directors of the Company.  Code
means the Internal Revenue Code of 1986, as amended from time to time, and any
successor to such Code.  Committee
means the Compensation Committee of the Board or such other committee of the
Board appointed by the Board to administer the Plan or a specified portion
thereof; provided, however, that in any instance the Board of Directors may
take away any action delegated to the Committee hereunder.  If a Committee is authorized to grant Awards
to a Reporting Person or a covered employee within the meaning of Section 162(m) of
the Code, each member shall be a Non-Employee Director or the equivalent
within the meaning of Rule 16b-3 under the Exchange Act or an outside
director or the equivalent within the meaning of Section 162(m) of
the Code, respectively.  Common
Stock or Stock means the Common Stock, $0.01 par value, of the Company.  Company
means Dyax Corp., a Delaware corporation.  Designated
Beneficiary means the beneficiary designated by a Participant, in a manner
determined by the Committee, to receive amounts due or exercise rights of the
Participant in the event of the Participants death.  In the absence of an effective designation by
a Participant, Designated Beneficiary shall mean the Participants estate.


Effective
Date means July 13, 1995.  Fair
Market Value means, with respect to Common Stock or any other property, the
fair market value of such property as determined by the Committee in good faith
or in the manner established by the Committee from time to time.  Unless otherwise determined by the Committee
in good faith, the per share Fair Market Value of the Common Stock as of any
date shall mean (i) if the Common Stock is then listed or admitted to
trading on a national securities exchange, the last reported sale price on such
date on the principal national securities exchange on which the Common Stock is
then listed or admitted to trading or, if no such reported sale takes place on
such date, the average of the closing bid and asked prices on such exchange on
such date or (ii) if the Common Stock is then traded in the
over-the-counter market, the average of the closing bid and asked prices on
such date, as reported by The Wall Street Journal or other appropriate
publication selected by the Committee, for the over-the-counter market.  Incentive
Stock Option means an option to purchase shares of Common Stock awarded to a
Participant under Section 6 that is intended to meet the requirements of Section 422
of the Code or any successor provision, and any regulation thereunder.  Nonstatutory
Stock Option means an option to purchase shares of Common Stock awarded to a
Participant under Section 6 that is not intended to be an Incentive Stock
Option.  Option
means an Incentive Stock Option or a Nonstatutory Stock Option.  Other
Stock-Based Award means an Award, other than an Option, Stock Appreciation
Right, Performance Share, Restricted Stock or Stock Unit, having a Common Stock
element and awarded to a Participant under Section 11.  Participant
means a person selected by the Committee to receive an Award under the Plan.  Performance
Cycle or Cycle means the period of time selected by the Committee during
which performance is measured for the purpose of determining the extent to
which an award of Performance Shares has been earned.  Performance
Goals means with respect to any Performance Cycle, one or more objective
performance goals based on one or more of the following objective criteria
established by the Committee prior to the beginning of such Performance Cycle
or within such period after the beginning of the Performance Cycle as shall
meet the requirements to be considered pre-established performance goals for
purposes of Code Section 162(m):  (i) increases
in the price of the Common Stock, (ii) product or service sales or market
share, (iii) revenues, (iv) return on equity, assets, or capital, (v) economic
profit (economic value added), (vi) total shareholder return, (vii) costs,
(viii) expenses, (ix) margins, (x) earnings or earnings per
share, (xi) cash flow, (xii) cash balances (xiii) customer satisfaction, (xiv)
operating profit, (xv) research and development progress, (xvi) clinical trial
progress, (xvii) licensing, (xviii) product development, (xix) manufacturing,
or (xx) any combination of the foregoing, including without limitation, goals
based on any of such measures relative to appropriate peer groups or market
indices.  Such Performance Goals may be
particular to a Participant or may be based, in whole or in part, on the
performance of the division, department, line of business, subsidiary, or other
business unit,  2


whether
or not legally constituted, in which the Participant works or on the
performance of the Company generally.  Performance
Shares mean shares of Common Stock, which may be earned by the achievement of
performance goals, awarded to a Participant under Section 8.  Reporting
Person means a person subject to Section 16 of the Securities Exchange
Act of 1934 or any successor provision.  Restricted
Period means the period of time selected by the Committee during which an
Award may be forfeited to the Company pursuant to the terms and conditions of
such Award.  Restricted
Stock means shares of Common Stock subject to forfeiture awarded to a
Participant under Section 9.  Stock
Appreciation Right or SAR means a right to receive any excess in value of
shares of Common Stock over the exercise price awarded to a Participant under Section 7.  Stock
Unit means an award of Common Stock or units, including without limitation
units of Restricted Stock, that are valued in whole or in part by reference to,
or otherwise based on, the value of Common Stock, awarded to a Participant
under Section 10.  Transferable
for value means a transfer on terms that would prevent the Company from
relying on Securities and Exchange Commission Form S-8 (or any successor
form) with respect to the issuance of the Common Stock underlying the
respective Award.  Section 3.  Administration  The
Plan shall be administered by the Committee; provided, however, that in any
instance the Board of Directors may take any action delegated hereunder to the
Committee.  The Committee shall have
authority to adopt, alter and repeal such administrative rules, guidelines and
practices governing the operation of the Plan as it shall from time to time
consider advisable, and to interpret the provisions of the Plan.  The Committees decisions shall be final and
binding.  To the extent permitted by
applicable law, the Committee may delegate to one or more executive officers of
the Company the power to make Awards to Participants who are not Reporting
Persons or covered employees and all determinations under the Plan with respect
thereto, provided that the Committee shall fix the maximum amount of such
Awards for all such Participants and a maximum for any one Participant.  Section 4.  Eligibility  All
employees and, in the case of Awards other than Incentive Stock Options,
directors and consultants of the Company or any Affiliate, capable of
contributing significantly to the successful performance of the Company, other
than a person who has irrevocably elected not to be eligible, are eligible to
be Participants in the Plan.  Incentive
Stock Options may be awarded only to persons eligible to receive such Options
under the Code.  3


Section 5.  Stock Available for Awards  (a)Subject to
adjustment under subsection (b), and after giving effect to the 0.652-for-one
reverse stock split of the Companys Common Stock affected in March 1998,
Awards may be made under the Plan for up to Eight Million Three Hundred Fifty
Thousand (18,350,000) shares of Common Stock, which number includes shares
previously issued upon exercise of options granted under the Plan.  The maximum number of shares of Common Stock
subject to Awards that may be granted to any Participant shall not exceed
225,000 shares in the aggregate in any calendar year, except that for grants to
a new employee during the calendar year in which his or her service as an
employee first commences such number shall not exceed 450,000 shares, and that
both limits are subject to adjustment under subsection (b).  If any Award in respect of shares of Common
Stock expires or is terminated unexercised or is forfeited, the shares subject
to such Award, to the extent of such expiration, termination or forfeiture,
shall again be available for award under the Plan.  Common Stock issued through the assumption or
substitution of outstanding grants from an acquired company shall not reduce
the shares available for Awards under the Plan. 
Shares issued under the Plan may consist in whole or in part of
authorized but unissued shares or treasury shares.  (b)In the event that any stock
dividend, extraordinary cash dividend, creation of a class of equity
securities, recapitalization, reorganization, merger, consolidation, split-up,
spin-off, combination, exchange of shares, warrants or rights offering to
purchase Common Stock at a price substantially below fair market value, or
other similar transaction affects the Common Stock then an equitable adjustment
shall be made (subject, in the case of Incentive Stock Options, to any
limitation required under the Code) to any or all of (i) the number and
kind of shares in respect of which Awards may be made under the Plan, (ii) the
number and kind of shares subject to outstanding Awards, and (iii) the
award, exercise or conversion price with respect to any of the foregoing as
determined by the Committee to be appropriate, and if considered appropriate,
the Committee may make provision for a cash payment with respect to an
outstanding Award, provided that the number of shares subject to any Award
shall always be a whole number.  Section 6.  Stock Options  (a)Subject to the
provisions of the Plan, the Committee may award Incentive Stock Options and
Nonstatutory Stock Options and determine the number of shares to be covered by
each Option, the option price therefor and the conditions and limitations
applicable to the exercise of the Option. 
The terms and conditions of Incentive Stock Options shall be subject to
and comply with Section 422 of the Code or any successor provision and any
regulations thereunder.  No Incentive
Stock Option may be granted hereunder more than ten years after the last date
on which the Plan was approved for purposes of Section 422 of the Code.  (b)The Committee
shall establish the option price at the time each Option is awarded, which
price shall not be less than 100% of the Fair Market Value of the Common Stock
on the date of award.  (c)Each Option
shall be exercisable at such times and subject to such terms and conditions as
the Committee may specify in the applicable Award or thereafter.  The Committee  4


may
impose such conditions with respect to the exercise of Options, including
conditions relating to applicable federal or state securities laws, as it
considers necessary or advisable.  (d)No shares shall
be delivered pursuant to any exercise of an Option until payment in full of the
option price therefor is received by the Company.  Such payment may be made in whole or in part
in cash or, to the extent permitted by the Committee at or after the award of
the Option, by delivery of a note or shares of Common Stock owned by the
optionee, including Restricted Stock, or by retaining shares otherwise issuable
pursuant to the Option, in each case valued at their Fair Market Value on the
date of delivery or retention, or such other lawful consideration as the
Committee may determine.  (e)The Committee
may provide that, subject to such conditions as it considers appropriate, upon
the delivery or retention of shares to the Company in payment of an Option, the
Participant automatically be awarded an Option for up to the number of shares
so delivered.  Section 7.  Stock Appreciation Rights  (a)Subject to the
provisions of the Plan, the Committee may award SARs in tandem with an Option
(at or after the award of the Option), or alone and unrelated to an
Option.  SARs in tandem with an Option
shall terminate to the extent that the related Option is exercised, and the
related Option shall terminate to the extent that the tandem SARs are
exercised.  SARs granted in tandem with
Options shall have an exercise price not less than the exercise price of the
related Option.  SARs granted alone and
unrelated to an Option shall
have an exercise price not less than 100% of the Fair Market Value of the
Common Stock on the date of award may be granted at such exercise prices as the
Committee may determine.  The Committee
shall determine the manner of calculating the excess in value of the shares of
Common Stock over the exercise price of a Stock Appreciation Right.  (b)An SAR related
to an Option, which SAR can only be exercised upon or during limited periods
following a change in control of the Company, may entitle the Participant to
receive an amount based upon the highest price paid or offered for Common Stock
in any transaction relating to the change in control or paid during the
thirty-day period immediately preceding the occurrence of the change in control
in any transaction reported in any stock market in which the Common Stock is
usually traded.  Section 8.  Performance Shares  (a)Subject to the
provisions of the Plan, the Committee may award Performance Shares and
determine the number of such shares for each Performance Cycle and the duration
of each Performance Cycle.  There may be
more than one Performance Cycle in existence at any one time, and the duration
of Performance Cycles may differ from each other.  The payment value of Performance Shares shall
be equal to the Fair Market Value of the Common Stock on the date the
Performance Shares are earned or, in the discretion of the Committee, on the
date the Committee determines that the Performance Shares have been earned.  (b)The Committee
shall establish Performance Goals for each Cycle, for the purpose of determining
the extent to which Performance Shares awarded for such Cycle are earned, on
the basis of such criteria and to accomplish such objectives as the Committee
may from time to  5


time select.  During any Cycle,
the Committee may adjust the performance goals for such Cycle as it deems
equitable in recognition of unusual or non-recurring events affecting the
Company, changes in applicable tax laws or accounting principles, or such other
factors as the Committee may determine.  (c)As soon as
practicable after the end of a Performance Cycle, the Committee shall determine
the number of Performance Shares that have been earned on the basis of
performance in relation to the established performance goals.  The payment values of earned Performance
Shares shall be distributed to the Participant or, if the Participant has died,
to the Participants Designated Beneficiary, as soon as practicable
thereafter.  The Committee shall
determine, at or after the time of award, whether payment values will be
settled in whole or in part in cash or other property, including Common Stock
or Awards.  Section 9.  Restricted Stock  (a)Subject to the
provisions of the Plan, the Committee may award shares of Restricted Stock and
determine the duration of the Restricted Period during which, and the
conditions under which, the shares may be forfeited to the Company and the
other terms and conditions of such Awards. 
Shares of Restricted Stock may be issued for no cash consideration or such
minimum consideration as may be required by applicable law.  (b)Shares of
Restricted Stock may not be sold, assigned, transferred, pledged or otherwise
encumbered, except as permitted by the Committee, during the Restricted
Period.  Shares of Restricted Stock shall
be evidenced in such manner as the Committee may determine.  Any certificates issued in respect of shares
of Restricted Stock shall be registered in the name of the Participant and
unless otherwise determined by the Committee, deposited by the Participant,
together with a stock power endorsed in blank, with the Company.  At the expiration of the Restricted Period,
the Company shall deliver such certificates to the Participant or if the
Participant has died, to the Participants Designated Beneficiary.  Section 10.  Stock Units  (a)Subject to the
provisions of the Plan, the Committee may award Stock Units subject to such
terms, restrictions, conditions, performance criteria, vesting requirements and
payment rules as the Committee shall determine.  (b)Shares of
Common Stock awarded in connection with a Stock Unit Award shall be issued for
no cash consideration or such minimum consideration as may be required by
applicable law.  Section 11.Other
Stock-Based Awards  (a)Subject to the
provisions of the Plan, the Committee may make other awards of Common Stock and
other awards that are valued in whole or in part by reference to, or are
otherwise based on, Common Stock, including without limitation convertible
preferred stock, convertible debentures, exchangeable securities and Common
Stock awards or options.  Other
Stock-Based Awards may be granted either alone or in tandem with other Awards
granted under the Plan and/or cash awards made outside of the Plan.  6


(b)The Committee
may establish performance goals, which may be based on performance goals
related to book value, subsidiary performance or such other criteria as the
Committee may determine, Restricted Periods, Performance Cycles, conversion prices,
maturities and security, if any, for any Other Stock-Based Award.  Other Stock-Based Awards may be sold to
Participants at the face value thereof or any discount therefrom or awarded for
no consideration or such minimum consideration as may be required by applicable
law.  Section 12.  General Provisions Applicable to Awards  (a)Documentation.Each Award under the Plan shall be evidenced
by a writing delivered to the Participant specifying the terms and conditions
thereof and containing such other terms and conditions not inconsistent with
the provisions of the Plan as the Committee considers necessary or advisable to
achieve the purposes of the Plan or to comply with applicable tax and
regulatory laws and accounting principles.  (b)Committee
Discretion.Each type of
Award may be made alone, in addition to or in relation to any other type of
Award, in the discretion of the Committee. 
The terms of each type of Award need not be identical, and the Committee
need not treat Participants uniformly.  
Except as otherwise provided by the Plan or a particular Award, any
determination with respect to an Award may be made by the Committee at the time
of award or at any time thereafter, including without limitation any
determination regarding the achievement or satisfaction of any Performance
Goals, restrictions or other conditions to vesting, exercise, or settlement of
an Award.  (c)Settlement.The Committee shall determine whether Awards
are settled in whole or in part in cash, Common Stock, other securities of the
Company, Awards or other property, and the manner of determining the amount or
value thereof.   Without limiting the
foregoing, the Committee may, subject to applicable law, permit such payment to
be made in whole or in part in cash or by surrender of shares of Common Stock
(which may be shares retained from the respective Award) valued at their Fair
Market Value on the date of surrender, or such other lawful consideration,
including a payment commitment of a financial or brokerage institution, as the
Committee may determine.  The Company may
accept, in lieu of actual delivery of stock certificates, an attestation by the
Participant in form acceptable to the Committee that he or she owns of record
the shares to be tendered free and clear of claims and other encumbrances.  The Committee may permit a Participant to
defer all or any portion of a payment under the Plan, including the crediting
of interest on deferred amounts denominated in cash and dividend equivalents on
amounts denominated in Common Stock.  (d)Dividends
and Cash Awards.In the
discretion of the Committee, any Award under the Plan may provide the
Participant with (i) dividends or dividend equivalents payable currently
or deferred with or without interest, and (ii) cash payments in lieu of or
in addition to an Award.  (e)Termination of Service.The Committee shall determine the effect on
an Award of the disability, death, retirement or other termination of
employment or other service of a Participant and the extent to which, and the period
during which, the Participants legal representative, guardian or Designated
Beneficiary may receive payment of an Award or  7


exercise rights thereunder.  Unless the Committee otherwise provides in any
case, a Participants employment or other service shall have terminated for
purposes of this Plan at the time the entity by which the Participant is
employed or to which he or she renders such service ceases to be an Affiliate
of the Company.  (f)Change
in Control.In order to
preserve a Participants rights under an Award in the event of a change in
control of the Company (as defined by the Committee), the Committee in its
discretion may, at the time an Award is made or at any time thereafter, take
one or more of the following actions: (i) provide for the acceleration of
any time period relating to the exercise or realization of the Award, (ii) provide
for the purchase of the Award upon the Participants request for an amount of
cash or other property that could have been received upon the exercise or
realization of the Award had the Award been currently exercisable or payable, (iii) adjust
the terms of the Award in a manner determined by the Committee to reflect the
change in control, (iv) cause the Award to be assumed, or new rights
substituted therefor, by another entity, or (v) make such other provision
as the Committee may consider equitable and in the best interests of the
Company.  (g)Loans.The Committee may authorize the making of
loans or cash payments to Participants in connection with any Award under the
Plan, which loans may be secured by any security, including Common Stock,
underlying or related to such Award (provided that such Loan shall not exceed
the Fair Market Value of the security subject to such Award), and which may be
forgiven upon such terms and conditions as the Committee may establish at the
time of such loan or at any time thereafter.  (h)Withholding
Taxes.The Participant shall pay to
the Company, or make provision satisfactory to the Committee for payment of,
any taxes required by law to be withheld in respect of Awards under the Plan no
later than the date of the event creating the tax liability.  In the Committees discretion, such tax
obligations may be paid in whole or in part in shares of Common Stock,
including shares retained from the Award creating the tax obligation, valued at
their Fair Market Value on the date of delivery.  The Company and its Affiliates may, to the
extent permitted by law, deduct any such tax obligations from any payment of
any kind otherwise due to the Participant.  (i)Foreign
Nationals.Awards may
be made to Participants who are foreign nationals or employed outside the
United States on such terms and conditions different from those specified in
the Plan as the Committee considers necessary or advisable to achieve the
purposes of the Plan or to comply with applicable laws.  (j)Amendment
of Award.The
Committee may amend, modify or terminate any outstanding Award, including
changing the date of vesting, exercise or settlement, causing the Award to be
assumed by another entity, and converting an Incentive Stock Option to a
Nonstatutory Stock Option, provided that the Participants consent to such
action shall be required unless the Committee determines that the action,
taking into account any related action, would not materially and adversely
affect the Participant.  The foregoing
notwithstanding, without further approval of the stockholders of the Company,
the Committee shall not authorize the amendment of any outstanding Option or
Stock Appreciation Right to reduce the exercise  8


price and no Option or Stock Appreciation Right shall be canceled and
replaced with an Award exercisable for Common Stock at a lower exercise price.  (k)Limitations
onTransferability of Awards.No Award shall be transferable
except upon such terms and conditions and to such extent as the Committee
determines, provided that no Award shall be transferable for value and Incentive
Stock Options may be transferable only to the extent permitted by the Code.  (l)Section 409A.No Award to any Participant subject to United States
income taxation shall provide for the deferral of compensation that does not
comply with Section 409A of the Code and any regulations thereunder.  Section 13.  Miscellaneous  (a)No
Right To Employment.No person
shall have any claim or right to be granted an Award, and the grant of an Award
shall not be construed as giving a Participant the right to continued
employment  Neither the adoption,
maintenance, or operation of the Plan nor any Award hereunder shall confer upon
any person any right with respect to the continuance of his or her employment
by or other service with the Company or any Affiliate nor shall they interfere
with the rights of the Company or any Affiliate to terminate or otherwise
change the terms of such service at any time, including, without limitation,
the right to promote, demote or otherwise re-assign any person from one position
to another within the Company or any Affiliate. 
Unless the Committee otherwise provides in any case, the service of a
Participant with an Affiliate shall be deemed to terminate for purposes of the
Plan when such Affiliate ceases to be an Affiliate of the Company.  (b)No
Rights As Stockholder.Subject to the provisions of the applicable Award, no Participant or
Designated Beneficiary shall have any rights as a stockholder with respect to
any shares of Common Stock to be distributed under the Plan until he or she
becomes the holder thereof.  A
Participant to whom Common Stock is awarded shall be considered the holder of
the Stock at the time of the Award except as otherwise provided in the
applicable Award.  (c)Effective
Date.Subject to the approval of the
stockholders of the Company, the Plan shall be effective on the Effective
Date.  Before such approval, Awards may
be made under the Plan expressly subject to such approval.  (d)Amendment
of Plan.The
Committee may amend, suspend or terminate the Plan or any portion thereof at
any time, subject to any stockholder approval that the Committee determines to
be necessary or advisable.  (e)Governing
Law.The provisions of the Plan
shall be governed by and interpreted in accordance with the laws of the State
of Delaware.  
  This Plan was approved by the Board of Directors on July 13,
1995.  This Plan was approved by the stockholders on August 8,
1995.  9


This Plan was amended by the Board of Directors on October 17,
1996, and such amendment was approved by the stockholders effective as of October 23,
1996.  This Plan was further amended by the Board of
Directors on October 22, 1997 and on January 28, 1998, and such
amendments were approved by the stockholders effective as of March 23,
1998.  This Plan was further amended by the Board of
Directors on August 13, 1998, and such amendment was approved by the
stockholders effective as of August 28, 1998.  This Plan was further amended by the Board of
Directors on August 5, 1999, and such amendment was approved by the
stockholders effective as of October 29, 1999.  This Plan was further amended by the Board of
Directors on March 16, 2000, and such amendment was approved by the
stockholders effective as of March 20, 2000.  This Plan was further amended by the Board of
Directors on October 26, 2001.  This Plan was further amended by the Board of
Directors on February 7, 2002, and such amendment was approved by the
stockholders effective as of May 16, 2002.  This Plan was further amended by the Board of
Directors on March 2, 2005, and such amendment was approved by the
stockholders effective as of May 19, 2005.  This Plan was further amended by the Compensation Committee
of the Board of Directors on April 4, 2007 and such amendment was approved
by the stockholders effective as of May 17, 2007.  This Plan was further amended by the Compensation Committee
of the Board of Directors on March 25, 2009 and such amendment was
approved by the stockholders effective as of May 14, 2009.  10