Exhibit 10.20  SERVICES AGREEMENT (Specialty Pharmacy and Hub Services)  This
SERVICES AGREEMENT (Agreement), dated as of November 19, 2009 (the Effective
Date), is entered into by and between DYAX
CORP., a Delaware corporation with offices located at 300 Technology
Square, Cambridge, Massachusetts 02139 (Dyax), and US BIOSERVICES CORPORATION,
a Delaware corporation, on behalf of itself and its subsidiaries IHS
Acquisition XXX, Inc., Pharm Plus Acquisition, Inc., Ambulatory
Pharmacy Services, Inc. and Specialty Pharmacy, Inc., all of which do
business as US Bioservices, with its primary offices located at 3101 Gaylord
Parkway, Frisco, Texas 75034 (collectively, US Bio).  WHEREAS,
Dyax has developed the Product (as defined below);  WHEREAS,
in the United States, Dyax intends to secure the regulatory approvals required
in order to promote, market and sell the Product in the United States as a
treatment for patients suffering acute attacks associated with the disease
known as hereditary angioedema (HAE);  WHEREAS,
US Bio is in the business of providing specialty pharmacy and retail
distribution services for pharmaceutical products; and  WHEREAS,
Dyax wishes to engage US Bio to provide Dyax with specialty pharmacy and retail
distribution services for the Product throughout the United States, and US Bio
wishes to accept such engagement, all upon the terms and subject to the
conditions set forth in this Agreement.  NOW,
THEREFORE, for good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged,
the parties agree as follows:  1.             Definitions.  As used in this
Agreement, the following capitalized terms shall have the following meanings:  1.1Affiliate
shall mean any individual, corporation, partnership, association, or business
that directly or indirectly through intermediaries, controls, is controlled by
or is under common control with, a party. An ownership, voting or similar
interest (including any right or option to obtain such an interest)
representing more than 50% of the total interests then outstanding of the
pertinent entity shall constitute control for the purposes of this
definition.  1.2Applicable
Laws shall mean all applicable laws, rules, regulations in the Territory,
including guidelines and guidances promulgated by governmental entities.  1.3Competing
Product shall mean any pharmaceutical product, other than the Product,
that is being developed, manufactured or commercialized for use as a
therapeutic or prophylactic treatment for Patients.  1.4FDA
shall mean the United States Food and Drug Administration or any successor
agency thereto.  
 *Confidential Treatment Requested.  Omitted portions filed with the Commission.


1.5Field
shall mean all uses in the therapeutic treatment of HAE.  1.6HIPAA shall
mean the Health Insurance Portability and Accountability Act of 1996, as
amended, 42 U.S.C. § 1320d, et seq., and the implementing regulations
promulgated thereunder.  1.7Hub Services
shall have the meaning set forth in Section 8.1 below.  1.8Patient
shall mean any person diagnosed with HAE.  1.9Product shall meanDyaxs proprietary plasma
kallikrein inhibitor, known as internally as DX-88 and generically as
ecallantide, as more formally described on Exhibit A.  1.10REMS Program
shall mean the Risk Evaluation and Mitigation Program required to be
implemented under Section 505-1 of the Federal Food, Drug and Cosmetic Act
in connection with the regulatory approval of the Product by the FDA.  1.11SOPs
shall have the meaning set forth in Section 8.4.  1.12Specialty Pharmacy Customers shall meanhealth-care
providers (generally physicians and physician-operated clinics) who receive
Product on behalf of specific Patients pursuant toa
physician-issued prescription in accordance with the terms and conditions set
forth in this Agreement.  For the
avoidance of doubt, Specialty Pharmacy Customer shall not include specialty
pharmacies, distributors, wholesalers orhospital, institutional or
other pharmacies.  1.13Statement of Work shall have the meaning set forth in Section 8.1.  1.14Term
shall have the meaning set forth in Section 15.1.  1.15Territory
shall mean the 50 states of the United States of America, the District of
Columbia and Puerto Rico.  2.Engagement of US Bio.  2.1Engagement.  Upon the terms and conditions set forth
herein, Dyax hereby engages US Bio, on an exclusive basis during the Term
(subject to Section 15.4), to (i) dispense and distribute Product to
Specialty Pharmacy Customers for the Field in the Territory, and (ii) provide
the Hub Services.  US Bio hereby accepts
such engagement and shall dispense and distribute Product to Specialty Pharmacy
Customers in the Territory and provide the Hub Servicesin a professional and responsible manner and in accordance withthe terms of
this Agreementand all
Applicable Laws.  2.2Authorized Distributor.  In connection with US Bios engagement under Section 2.1
above, and solely for the limited purpose of compliance with the pedigree
requirements of the Prescription Drug Marketing Act and any similar state laws,
Dyax herebydesignates US Bio
as an Authorized Distributor of Record (ADR) of the Product during the Term.  2


2.3Exclusivity.  (a)The parties
acknowledge and agree that as a result of the exclusive nature of the US Bio
engagement, (i) subject to Section 15.4, during the Term, Dyax shall
not engage any party other than US Bio or its Affiliates to dispense and
distribute Product to Specialty Pharmacy Customers for the Field in the
Territory or perform the Hub Services, (ii) during the Term and for [*****] thereafter, US Bio shall not,
and shall cause its Affiliates providing specialty pharmacy services not to,
provide services substantially similar to the Hub Services for any Competing
Product, and (iii) during the Term and for [*****] thereafter, US Bio shall not promote any Competing
Product.  To the extent that a
non-specialty pharmacy Affiliate of US Bio provides services for a Competing
Product, US Bio acknowledges that it will maintain the confidentiality and
security of all Dyax Confidential Information in accordance with Article 11
and that US Bio will not disclose any Confidential Information of Dyax, or any
acquired knowledge or learnings that US Bio may obtain in connection with the
performance of the Hub Services, to any such Affiliate.  (b)The parties
acknowledge and agree that the restriction set forth in Section 2.3(a)(iii) shall
not preclude US Bio from (i) dispensing a Competing Product, (ii) providing
clinically appropriate information to healthcare providers, patients and others
in connection with dispensing a Competing Product, or (iii) providing
general information on US Bios specialty pharmacy services; provided that, in
each case US Bio does not violate the terms of this Agreement or otherwise
Disadvantage the Product in any way in the Territory.  For purpose of the foregoing sentence, Disadvantage
shall mean any activities that (X) are intended to encourage, or could
reasonably be foreseen to encourage, the utilization of a Competing Product, such as advertising the Product in a manner
that suggests that a Competitive Product is superior to the Product in terms of
acquisition price, reimbursement rates, or efficacy, or (Y) otherwise
operate to the disadvantage of the Product.  2.4Reserved Rights.  (a)Except as
expressly provided in this Agreement, no right, title or interest in or to
Product or any patent, trade secret, trademark or any other intellectual
property right of Dyax or its Affiliates is granted, whether express or
implied, by Dyax to US Bio.  In
furtherance of the foregoing and not in limitation thereof, nothing herein
shall in any way limit Dyaxs ability to (i) dispense or distribute
Product to Specialty Pharmacy Customers outside of the Territory, (ii) dispense
or distribute Product to Specialty Pharmacy Customers in the Territory for uses
outside the Field or (iii) dispense or distribute Product to any person or
entity other than a Specialty Pharmacy Customer, includingspecialty pharmacies, distributors, wholesalers orhospital
pharmacies or health-care providersthat
purchase Product on a wholesale basis (e.g., buy-and-bill or consignment).  (b)Except as
expressly provided in this Agreement, no right, title or interest in or to any
patent, trade secret, trademark or any other intellectual property right of US
Bio or its Affiliates is granted, whether express or implied, by US Bio to Dyax.  By way of clarification,
all proprietary systems, databases and web-based applications, and any  3


standard
operating procedures, work rules, programming, software, routines, analytic
tools, embedded logic or table structures associated therewith, that have been
developed, maintained, utilized and improved by US Bio (or its
Affiliates) in connection with this Agreement
or the Hub Services are and will remain the property of US Bio (or its
Affiliates).  2.5Service Level
Commitments.  The parties
to this Agreement desire to define a mutually beneficial relationship between
Dyax and US Bio in order to achieve Dyaxs goals of high patient level product
availability, high levels of consumer and pharmacy confidence in the integrity
and quality of the Product, and achievement of a collaborative, transparent, and
cost-effective distribution system.  In
order to achieve the stated goals, US Bio agrees to dispense and distribute the
Product and perform the Hub Services hereunder in accordance with the key
performance indicators described in the Statement of Work attached hereto as Exhibit Band incorporated herein by this reference.  3.Purchase and Sale of Product.  3.1Purchase of Product.  US Bio shall (i) purchase Product only
from Dyax (or its third party logistics provideracting on Dyaxs behalf) and no other supplier, (ii)dispense and distributeProduct that it has purchased from Dyax, and (iii)dispense and
distributeProduct only to Specialty Pharmacy
Customers for the Field in the Territory. 
US Bio shall fill orders for Product only with Product and shall not
substitute other products.  3.2Purchase Price; Payment Terms.  (a)The price
payable by US Bio to Dyax for all Product purchased by US Bio hereunder (the Purchase
Price) shall be [*****].  (b)Dyax promptly
shall invoice US Bio for the Purchase Price for all Product purchased
hereunder.  All Dyax invoices for Product
shall be due and payable by US Bio within [*****] after receipt by US Bio [*****].  On all
undisputed balances exceeding [*****]
from invoice receipt, US Bio shall pay interest equal to the lesser of (i) [*****] per month and (ii) the
maximum allowed by law.  4.Delivery
of Product to US Bio.  4.1Product Orders.  US Bio shall submit all Product orders
electronically in the industry standard format in accordance with such
procedures as may be mutually agreed upon by the parties.  Unless otherwise agreed between the parties,
all Product orders shall be submitted in quantities of 20 units (or multiples
of 20 units).  4.2Delivery Times.  Dyax shall make commercially reasonable
efforts to ship all US Bio orders completely and to have Product from such
orders shipped to US Bio within a mutually agreeable schedule of up to[*****]of order placement.  US Bio acknowledges and agrees that Dyax may
not be able to fill all orders completely or within a specified time due to
shortages or other causes and such inability shall not constitute a breach of
this Agreement.  4


4.3Product Dating.Dyax shall ship Product to US Bio with at
least [*****] shelf life
remaining, unless otherwise agreed in writing(including
via email or other electronic communication)by US Bio.[*****]  4.4Product Delivery; Risk of Loss.Dyax
shall deliverall Product Free On Board to US Bios facility in the
Territory designated in the applicable order. 
For purposes of this Section, the term Free On Board means that Dyax
shall (i) bear all costs associated with shipping Product to the US Bio
designated facility, and (ii) bear all risk of loss for Product until its
delivery to the designated US Bio facility. 
Title to, and risk of loss of, all Product shall pass to US Bio on
delivery.  4.5Inspection of Product.US Bio shall
examine the Product upon delivery at US Bios designated facility and shall
notify Dyax in writing(including via
email or other electronic communication)within one (1) business
day of any problems relating to the quantity of Product delivered or any defect
in any of the Product that is reasonably discoverable upon visual inspection of
the Product without unpacking of pallets.  4.6No Alteration.US Bio shall not alter the Product in any way,
including the packaging thereof, without Dyaxs written consent (except to
remove the Product from the shipping containers) and shall not alter the
Product labeling, except to add a prescription label to the Product upon
dispensing or shipment, as required by Applicable Laws.  4.7Storage
Conditions.  US Bio will maintain Product stored at, and
shipped from, its facilities under (i) the Product storage, shipment and
handling requirements set forth in the FDA-approved labeling and(ii) any additional requirements mutually agreed upon
between US Bio and Dyax.US Bio shall notify Dyax withinone (1) business
dayof any deviation from such
requirements so that Dyax can determine whether any further action must be
taken with respect to such Product. 
Failure of US Bio to notify Dyax promptly of such deviation shall
constitute a breach of this Agreement by US Bio.  5.Product Inventories.  5.1Inventory Levels.  During the Term, unless otherwise agreed to
by Dyax in writing(including via
email or other electronic communication)and subject to Section 5.2,
US Bio shall maintain at all times an inventory of Product in an amount equal
to not less than [*****] nor
more than [*****] of [*****].  5.2Supply Shortages.  US Bio shall have no obligation to maintain
the minimum inventory levels described in Section 5.1 if Product is
unavailable from Dyax.  6.Product
Returns.  Dyax (or Dyaxs third party logistics provider acting
on Dyaxs behalf) shall accept and process returns of Product purchased by US
Bio hereunder in accordance with Dyaxs Product Returns Policy, as it may be
amended from time to time by Dyax.  A
copy of the Product Returns Policy in effect as of the Effective Date is
attached to this Agreement as Exhibit D.  5


7.Suspension, Recalls and Government Notices.  7.1Suspension.  Upon written notification by Dyax to suspend
distribution of Product, US Bio immediately shall suspend its distribution of
Product.  If the suspension continues for
more than [*****], Dyax will
repurchase Product in saleable condition held in inventory by US Bio at the
price paid for such Product by US Bio. 
All repurchased Product shall be returned to Dyax (or Dyaxs third party
logistics provider) at Dyaxs expense.  7.2Recalls.  (a)Recalls
Procedures.  Dyax shall
promptly notify US Bio of any recalls or market withdrawals initiated by Dyax
or required by the FDA or any other governmental agency.  US Bio shall notify Dyax immediately of any
event or circumstance that US Bio reasonably believes may necessitate a recall
or market withdrawal.  Upon receipt of
notice of a recall or market withdrawal from Dyax, US Bio shall administer such
recall or market withdrawal under the direction of Dyax, including promptly
notifying the affected Specialty Pharmacy Customers of US Bio in accordance
with Dyaxs instructions.  Dyax shall
provide US Bio with a form letter to be used in connection with notice of any
recall or market withdrawal, and shall, to the extent practicable, provide US
Bio the opportunity to review and comment on such letter.  Dyax shall be responsible for the mailing,
shipping, and reasonable administrative expenses incurred by US Bio in connection
with the recall or market withdrawal, plus a reasonable service fee as mutually
agreed upon in advance by the parties as well as the cost of replacement
Product for US Bios Specialty Pharmacy Customers.  Notwithstanding the foregoing, to the extent
that such recall or market withdrawal arises or results from (i) the
negligence or intentional misconduct of US Bio or any of its permitted agents
or employees or (ii) the breach by US Bio of this Agreement, US Bio shall
bear and be responsible for all such costs as well as the reasonable,
documented, out-of-pocket expenses of Dyax incurred in connection with such
recall or market withdrawal.  (b)Investigations;
Cooperation.  US Bio shall
reasonably cooperate with Dyax in investigating any Product failure that
resulted in the need for a recall or market withdrawal and any reasonable,
documented, out-of-pocket cost involved with such investigation shall be
reimbursed by Dyax, except to the extent that such recall or market withdrawal
arises or results from (i) the negligence or intentional misconduct of US
Bio or any of its permitted agents or employees or (ii) the breach by US
Bio of this Agreement, in which event US Bio shall bear and be responsible for
such costs as well as the reasonable, documented, out-of-pocket expenses of
Dyax incurred in connection with such investigation.  7.3Government
Notices.  Each party shall provide the
other with a copy of any correspondence or notices it receives from the FDA, or
other governmental entity specifically relating to activities conducted under
this Agreement, no later than one (1) business day following such
receipt.  In addition, US Bio shall
provide Dyax with any notice it receives from the FDA or other governmental
entity relating to Product no later than one (1) business day following
such receipt.  Each party shall also
provide the other with concurrent copies of any responses to any such
correspondence or notices (e.g., a response to an FDA 483 notice, warning
letter, or untitled regulatory letter);  6


provided that Dyax shall review and approve all such
responses by US Bio to the extent related to the Product and to the extent
reasonably feasible.  Where reasonably
possible, US Bio shall give prior notice to Dyax of any scheduled FDA or other
governmental inspection of US Bios facilities specifically relating to the
Product, and, if reasonably possible, will afford Dyax the opportunity to be
present at such inspection.  8.Hub Services and Related US Bio Obligations.  8.1Hub Services;
Statement of Work.   US Bio
shall provide certain support services relating to (i) the sale and use of
the Product in the Field in the Territory and (ii) the REMS Program
(collectively, the Hub Services).  The
specific nature of such Hub Services, and any additional terms and conditions
applicable to such Hub Services, shall be set forth in writing (each such
writing, a Statement of Work).  The
initial Statement of Work that has been agreed upon by the parties is attached hereto
as Exhibit B.  Any changes to the initial Statement of Work
or any new Statement of Work must be in writing and approved by both parties,
and thereafter shall be considered an addendum to this Agreement.  All Services performed under any Statement of
Work shall be subject to all the terms and conditions set forth herein.  8.2REMS Program.US Bio shall distribute
Product, perform the Hub Services, and otherwise conduct all activities under
this Agreement in accordance with the REMS Program and any additional policies
Dyax implements and provides in writing to US Bio.  Without limiting the scope of the foregoing,
US Bio agrees that any promotional, educational or other materials delivered toSpecialty Pharmacy Customersand/or Patients
in connection with this Agreement shall be preceded or accompanied by the
medication guide, the healthcare provider letter and/or any other materials
required by the REMS Program, as applicable, and in accordance with the
provisions of the REMS Program.  8.3Adverse Event
Reporting.In the event that an adverse
experience, as that term is defined at 21 C.F.R. § 600.80 (as such provision
may be amended from time to time), with regard to the Product is reported to US
Bio, US Bio shall ensure that all applicable safety and other relevant
information relating to the Product that is obtained during the course of any
interaction with patients, healthcare providers, or other individual, is
communicated and maintained in accordance with Applicable Laws.  US Bio shall notify Dyax of any adverse drug
experiences with regard to the Product within three (3) business days
after its first receipt; provided however, that any information relating to a
serious adverse experience (SAE), as that term is defined at 21 C.F.R. § 600.80
(as such provision may be amended from time to time), shall be provided to Dyax
within one (1) business day after its first receipt.  US Bio shall also make all reasonable efforts
to assist Dyax with any follow-up investigation necessary to comply with
Applicable Laws with respect the reporting of adverse drug experiences relating
to the Product; provided, that US Bio will not be responsible for reporting of
any adverse events to the FDA.  Dyax and
US Bio will ensure that appropriate SOPs (as defined in Section 8.4)
regarding adverse experiences are established, maintained and regularly
reviewed to ensure compliance in accordance with the terms of this Agreement
and Applicable Laws.  Dyax and US Bio will ensure that all staff
involved in these activities are appropriately trained and records of such
training are maintained.  7


8.4Standard
Operating Procedures; Other Work Instructions.  US Bio shall conduct all Hub Services under
this Agreement in accordance with Standard Operating Procedures (SOPs) and
other Dyax-specific work instructions (Dyax Instructions) applicable to such
activities, as established and approved in writing by the parties from time to
time.  The preliminary SOPs and Dyax
Instructions that have been approved by the parties are attached hereto as Exhibit C.  [*****]  The parties acknowledge and agree that the
Hub Services SOPs and Dyax Instructions are the property of Dyax and to the
extent that such Hub Services SOPs and Dyax Instructions are maintained by US
Bio, then, upon termination or expiration of this Agreement or otherwise upon
Dyaxs request, US Bio will deliver such SOPs and Dyax Instructions to
Dyax.  Notwithstanding anything to the
contrary contained in this Agreement or elsewhere, during the Term of this
Agreement, the SOPs shall not include any of US Bios internal standard
operating procedures or work instructions that are non-specific to Dyax and the
Product, which are the confidential and proprietary property of US Bio and
shall not be disclosed by Dyax to any third party without the consent of US
Bio.  Dyax shall be permitted, upon its
reasonable request, to review any of US Bios internal standard operating
procedures or work instructions at US Bios facility.  Upon termination of this Agreement, any of US
Bios internal standard operating procedures or work instructions in Dyaxs
possession will be returned to US Bio or (at US Bios election) destroyed by
Dyax, with Dyax providing US Bio with a written certification of destruction.  8.5No
Subcontracting or Subdistribution.  All obligations and services to be performed
by US Bio under this Agreement shall be solely performed by US Bio and US Bio
shall not outsource or subcontract any of its obligations hereunder without
Dyaxs prior written consent.  8.6Applicable Laws and Regulations.US Bio shall conduct all
activities under this Agreement in compliance withall Applicable Laws,including federal and state pharmacy or pedigree
laws, laws relating to the promotion of prescription medicines including the
prohibition of off-label promotion, federal and state laws protecting the
privacy of patient or prescriber identifiable information (including HIPAA),
federal and state anti-kickback laws and regulations, laws relating to the disposal
of pharmaceutical products and hazardous wastes, and all applicable
professional and industry standards and good business practices.  If Dyax reasonably
determines that US Bio has conductedactivities under this
Agreementin a manner that could potentially
compromise public health or safety, then Dyax may terminate this Agreement
immediately, and whether or not Dyax terminates this Agreement, may pursue all
other legal remedies available to it.  8.7Product Promotion.US Bio will not
provide any information regarding the safety, effectiveness, or use of Product
to Specialty Pharmacy Customers or other persons or entities except as approved
in advance in writing by Dyax or required by Applicable Laws.  US Bio may provide information on its own
specialty pharmacy and distribution services to its Specialty Pharmacy
Customers in accordance with US Bio standard business practices, including
informing its Specialty Pharmacy Customers of pricing available for the Product
and other products distributed by US Bio. 
US Bio warrants that any information it provides to its Specialty
Pharmacy Customers regarding Product or its services will be truthful and
non-misleading and will comply with all Applicable Laws.  8.8Discounts.  To the extent required by Applicable Laws, including 42 U.S.C. §§ 1320a-7b(b) and
in conformance with the standards set forth in 42 C.F.R. § 1001.952(h) for
safe harbor protection, US Bio shall advise and inform each of its Specialty
Pharmacy Customers to fully report, as required by  8


law or contract, any
discounts, rebates, or reductions in prices on Product and provide the discount
information supplied by US Bio to the Department of Health and Human Services
or a state agency upon request, consistent with the requirements of 42 U.S.C. §
1320a-7b(b) and 42 C.F.R. § 1001.952(h).  8.9Diversion.  US Bio shall notify Dyax in writing
(including via email or other electronic communication) promptly withinone (1) business
dayof learning of information to
suggest that any person or entity is diverting or attempting to divert
Product.  For the purposes of this Section 8.9,
diverting means the unauthorized sale, distribution, purchase, receipt,
or handling of Product.Dyax may immediately terminate this Agreement upon written notice
if it is determined by Dyax that US Bio has purchased Product from sources
other than Dyax or its designated third party logistics provider.  9.Compensation
for Hub Services.  Dyax
will compensate US Bio for the Hub Services in accordance with the Statement of
Work.  For clarity, the fees on Statement
of Work shall be and remain in effect for the duration of the Term, provided
that if Dyax terminates its agreement with either of US Bios Affiliates,
Integrated Commercialization Solutions, Inc. or ASD Specialty Healthcare, Inc.,
such fees may be subject to adjustment. 
Within[*****]following the
end of each calendar month during the term of this Agreement, US Bio shall
provide a detailed invoice that specifically identifies the Hub Services
conducted by US Bio during that calendar month. 
Dyax shall notify US Bio of any disputed charges in writing within[*****]following receipt of the invoice covering such
charges.  In the absence of any such
notice of dispute, all invoices shall be deemed to be correct and due in full
within[*****]following receipt of the
invoice.  On all undisputed invoice
balances exceeding[*****], Dyax shall pay
interest equal to the lesser of (i)[*****]per month and (ii) the
maximum allowed by law.  10.Reports and Records.  10.1Product Reports.US Bio shall generate and
furnish to Dyax (or its designee) the Product reports specified in the
Statement of Work attached as Exhibit B(collectively,
the Product Reports).  10.2Activity Reports.  In addition to any specific reports that US
Bio may be required to deliver to Dyax under this Agreement, US Bio shall
provide to Dyax(or its designee)all
information and reports related to its activities with respect to the Product
that are reasonably requested by Dyax and can be prepared by US Bio without
undue burden; provided, that US Bio shall be compensated and fully reimbursed
by Dyax for any additional time and expense incurred in connection with the
preparation and delivery of such information and/or reports.  10.3Compliance.  The parties intend that all reports provided
to Dyax under Sections 10.1, 10.2 and 13.3 shall comply with Applicable Laws,
including HIPAA and any laws relating to the identity of the Patient or
prescriber.  Accordingly, the parties
agree that US Bio shall only provide Dyax with patient information that is
de-identified in accordance with HIPAAs de-identification provision, 45 C.F.R.
§ 164.514(b), unless: (i) Dyax or US Bio has on file a valid,
HIPAA-compliant written authorization for each patient whose protected health
information (PHI) is sought to be disclosed; or (ii) written
authorization is not required under Applicable Laws in order to disclose the
PHI sought.  To the extent they may be
required by HIPAA, US Bio shall obtain any Business  9


Associate Agreements (as described in 45 C.F.R. §
164.504) that are necessary to fulfill its obligations under this
Agreement.  In the event of any
inconsistency between the data file layouts described for the Product Reports
in the Statement of Work attached as Exhibit B
and this Section 10.3, the terms of this Section 10.3 shall
control.  In the event of any amendment
to any Applicable Laws, US Bio shall be entitled to unilaterally modify the
data reports, without consent from Dyax, as required to comply with such
amendments; provided that US Bio shall provide Dyax with notice of such
modification and a description of the amendment requiring such modification
prior to submitting a modified data report. 
In addition to the foregoing, the parties acknowledge that existing
contractual relationships with third party payors may restrict US Bios ability
to collect, use, and/or disclose certain Patient-, payor-, or
physician-specific data.  10.4Ownership and
Use of Data.  Subject to
Applicable Laws, Dyax shall have the following rights with respect to
information and data relating to Product, the sale of Product to Specialty
Pharmacy Customers and the use by Product of Patients obtained, maintained,
generated or furnished by US Bio to Dyax in connection with performing US Bios
obligations hereunder, including such data and information contained in the
reports delivered pursuant to Sections 10.1 and 10.2:  (a)With respect to
the activity and other data generated in connection with the Hub Services
(which shall be captured in the Hub Services database and may be reported to
Dyax pursuant to this Agreement), Dyax shall own and have the exclusive right
to use all such information and data (provided, that US Bio may use any and all
information and data to the extent required in its performance of the Hub
Services or as otherwise necessary in connection with its dispensing of Product
and related services to Patients) and all such information shall be deemed to
be Dyax Confidential Information; and  (b)The parties
acknowledge and agree that US Bio shall own product dispensing data and any
other clinical data related to such dispensing activities.  With respect to all information and data not
covered by Section 10.4(a) but which is provided by US Bio to Dyax in
accordance with this Agreement, Dyax shall have a right to use any and all
information and data,for any purpose
as permitted by law or, to the extent such data contain PHI, as permitted by the
applicable patients written authorization or as otherwise allowed under the
law.  10.5Records.  US Bio shall keep complete and accurate books
and records pertaining to US Bios activities under this Agreement.  Such books and records shall be retained for
at least [*****] after the expiration or termination of this Agreement or for
such longer period as may be required by Applicable Laws.  10.6Audits.  Dyax, at its expense, from time to time may
perform, or have an independent third party auditor (subject to execution of a
mutually agreeable nondisclosure agreement) perform, audits of the records
maintained pursuant to Section 10.5 and may observe, or have an
independent third party auditor observe, the performance by US Bio of its
activities hereunder to verify the status of Product and ensure compliance with
the terms of this Agreement.  Dyax shall
provide US Bio with at least ten (10) business days advance written notice
of such audits or observations, and shall conduct any audit or observation
during normal business hours in a manner that does not interfere with US Bios
normal business operations.  US Bio shall
make available relevant records that do not  10


contain
information pertaining to US Bios other clients or products and permit such
observations.  Dyax and US Bio shall
discuss the results of any such audits or observations and US Bio shall
implement all corrective measures reasonably requested by Dyax.  All audits shall be reasonable in time and
scope.  11.Confidentiality.  11.1Confidential
Information.  All
confidential, non-public documents and other information disclosed to a party
by or on behalf of the other party pursuant to this Agreement, which includes
but is not limited to information concerns prices and quantities purchased by
any customer, Product information, pricing, fees and proposals, operating and
sales data, information about processes, systems, strategic plans, business
plans, financial information, processes (including SOPs), customer information,
information concerning patients or physicians, methods, databases, technology
(including software and all source code), and any analysis, compilation, or
study, and any other information or materials prepared or derived from such information
(collectively, Confidential Information), shall, subject to Sections 11.2 and
11.3, be held by the receiving party in strict confidence and not
disclosed either directly or indirectly to any third party (other than
Affiliates, advisors and consultants who have a need to know such information
and who are subject to obligations of confidentiality at least as onerous as
those set forth herein) and shall only be used for purposes of fulfilling the
receiving partys obligations, or exercising its rights, under this
Agreement.   Notwithstanding the
foregoing, all data and information owned by Dyax pursuant to Section 10.4
shall be the Confidential Information of Dyax and not US Bio, and regardless of
the party that discloses such Confidential Information hereunder, Dyax shall be
deemed the disclosing party, and US Bio shall be deemed the receiving party,
with respect to such Confidential Information. 
The terms and conditions of this Agreement and any amendments or addenda
thereto shall be deemed the Confidential Information of each party.  11.2Exclusions from
Confidentiality. 
Notwithstanding anything to the contrary in this Agreement, the
receiving party shall have no liability to the disclosing party for the use or
disclosure of any Confidential Information that the receiving party can
establish by written documentation to:  (a)have been
publicly known prior to disclosure by the disclosing party of such information
to the receiving party;  (b)have become
publicly known without fault on the part of the receiving party, subsequent to
disclosure to the receiving party;  (c)have been
received by the receiving party at any time from a source, other than the
disclosing party, lawfully having possession of and the right to disclose such
information;  (d)have been
otherwise known by the receiving party prior to disclosure by the disclosing
party to the receiving party of such information; or  (e)have been
independently developed by the receiving party without use of information
disclosed by the Disclosing Party.  11


11.3Required
Disclosure.  A party
receiving Confidential Information may disclose such Confidential Information
if required to do so by a court (or other governmental agency or stock exchange
of competent jurisdiction), any governmental body or as required under any
Applicable Laws; provided that (i) the party required to disclose such
Confidential Information provides prompt notice of such pending disclosure to
the disclosing party so that the disclosing party can seek a protective order
or to prevent such disclosure, and (ii) the party required to disclose
such Confidential Information shall exercise reasonable efforts to ensure that
the information is accorded confidential treatment by the court or other
governmental agency or stock exchange.  11.4Survival of
Confidentiality Obligations.  The provisions of this Section 11 shall
survive for a period of[*****]following the
expiration or termination of this Agreement.  11.5Injunctive Relief.Each party acknowledges that
the failure by the Receiving Party to comply with any of the provisions of this
Section 11 will result in irreparable injury and continuing damage to the
disclosing party for which there will be no adequate remedy at law and that, in
the event of a failure of the receiving party so to comply, the disclosing
party shall be entitled to seek such preliminary and permanent injunctive
relief as may be necessary to ensure compliance with all the provisions of this
Section without having to prove actual damages or to post a bond.  12.Use of Marks.  For the purposes of this Agreement,Dyaxhereby grants to US Bio a non-exclusive,
non-transferable, revocable license to useDyaxs trademarks,
trade names and service marks used and/or owned byDyaxwith respect to
the Product (collectively, the Marks). 
The Marks shall be used by US Bio solely in connection with its sale,
distribution and/or delivery of Product, and other activities conducted under
this Agreement, in each case solely in accordance with the terms hereof.  The ownership of and goodwill in all Marks
shall remain the sole and exclusive property ofDyaxand inure
exclusively toDyaxs sole benefit,
both during the Term and thereafter.  US
Bio agrees that nothing in this Agreement shall give US Bio any right, title or
interest in or to the Marks other than the right to use the same in the manner
contemplated by this Agreement and only for so long as this Agreement is in
force.  13.Additional
Representations, Warranties and Covenants.  13.1Authorization.  Each party represents and warrants to the
other party that it has the legal right and power to enter into this Agreement,
to extend the rights and licenses granted to the other in this Agreement, and
to fully perform its obligations hereunder, and that the performance of such
obligations will not conflict with its charter documents or any agreements,
contracts, or other arrangements to which it is a party.  Furthermore, no approvals, consents, orders
or authorizations of or designation, registration, declaration or filing with
any governmental authority (within the Field in the Territory) is required for
either partys performance of its obligations under this Agreement, other than
any approvals that have been obtained already or will be obtained in the
ordinary course of the performance of such obligations.  13.2No Other Agreements. Each
party represents and warrants to the other that this Agreement is not
dependent on, and does not operate in conjunction with (either explicitly or
implicitly), any other arrangement between Dyax and US Bio.  12


13.3Product Pricing.US Bio represents, warrants
and covenants that:  (a)it will refrain
from doing anything that would impede Dyax from meeting any reporting
obligations with respect to Product pricing that Dyax may have under Applicable
Laws;  (b)it will report
the Product sales price offered to Specialty Pharmacy Customers on the invoices
or statements submitted by US Bio to Dyax; and  (c)no discount
provided or other payment made pursuant to this Agreement is intended in any
way as a discount related to a drug formulary and has not been negotiated or
discussed between the parties in connection with any drug formulary.  To the extent required under Applicable Laws, US Bio
will report the discounts to appropriate Federal health care programs, and in
any event, will promptly disclose such discounts if requested by a government
agency.  13.4Hub Services;
Service Fees.  The parties mutually represent
and warrant to each other that:  (a)the service fees
paid to US Bio in connection with the Hub Services (i) are not intended in
any way as remuneration for US Bio to use, purchase, or recommend any Dyax
product or service, except as provided for in this Agreement,  (ii) represent the fair market value for
the Hub Services based upon arms length negotiations, (iii) are bona fideservice fees that do not constitute a discount or
other form of compensation that must be included in Dyaxs reporting of pricing
information for Product to the Centers for Medicare and Medicaid Services;  (b)the service fees
paid to US Bio in connection with the Hub Services are not intended in any way
as payment related to a drug formulary or drug formulary activities and have
not been negotiated or discussed between the parties in connection with any
such drug formulary or formulary activities; and  (c)the Hub Services
do not involve the counseling or promotion of a business arrangement or other
activity that violates any state or federal law.  13.5Federal Programs.US Bio
represents, warrants and covenants to Dyax that (a) neither
US Bio nor any of its Affiliates that perform activities under this Agreement
has been debarred or is subject to debarment pursuant to Section 306 of
the Act or listed on either Excluded List (as defined herein), and (b) neither
US Bio nor any of its Affiliates that perform activities under this Agreement
will  knowingly (after reasonable
investigation) use in any capacity, in connection with the services to be
performed under this Agreement, any person who has been debarred pursuant to Section 306
of the Act, or who is the subject of a conviction described in such section, or
listed on either Excluded List.  US Bio
shall inform Dyax in writing immediately if it or any person who is performing
services hereunder is debarred or is the subject of a conviction described in Section 306
of the Act or listed on either Excluded List, or if any action, suit, claim,
investigation or legal or administrative proceeding is pending or, to the best
of US Bios knowledge, is threatened, relating  13


to the debarment or
conviction Section 306 of the Act, or listing on either Excluded List, of
US Bio or any person performing services hereunder.  Excluded Lists means the Department of
Health and Human Services List of Excluded Individuals/Entities and the
General Services Administrations Lists of Parties Excluded from Federal
Procurement and Non-Procurement Programs.  13.6Licensure.  US Bio represents and warrants that it now
has and shall maintain in full force during the Term all applicable federal and
state pharmacy and other licenses or approvals required under Applicable Laws
and regulations to fulfill its obligations under this Agreement in each state
in the Territory, the District of Columbia and Puerto Rico.  US Bio promptly shall notify Dyax of any
denials, revocations or suspension of license or registrations by any state or
federal agency or any other regulatory authority in the Territory, or any
written notice from a governmental body proposing such a denial, revocation or
suspension of a license or registration. 
US Bio shall promptly provide Dyax with notice of any material
communications with pharmacy licensing boards which relate to potential
problems with facilities, operations, contractors or procedures used by US Bio
in distribution of the Product, including notices of inquiries, investigations
or inspections and resulting findings, except that  in no event shall US Bio be required to
disclose information concerning its other clients or the products of such
clients.  13.7Dyax
Representations and Warranties.  Dyax hereby represents and warrants to US Bio
that, at the time of delivery of Product by Dyax to US Bio hereunder: (a) such
Product shall not in any material respect be adulterated, misbranded or
otherwise prohibited within the meaning of the Federal Food, Drug and Cosmetic
Act, 21 U.S.C. §§ 301 et. seq., as amended and in effect at the time of
delivery (the Act), or within the meaning of any applicable state or local
law; (b) such Product will be merchandise that may be introduced and
delivered into interstate commerce under the provisions of Section 301 of
the Act or Section 351 of the Public Health Service Act; (c) Dyax (or
as applicable its designated third-party logistics provider) has and will
maintain, in full force and effect, all licenses and permits required under
Applicable Laws for Dyax to sell and distribute such Product under this
Agreement; (d) such Product will be the subject of a duly approved Biologics License Application and may
be legally transported or sold under Applicable Laws; (e) such Product
will have been approved by each applicable governmental authority for
commercial sale and shipment of such Product within the Territory; and (f) Dyax
either (i) owns or holds the duly
approved Biologics License Application, as such term is used in the Public
Health Service Act, Title 21, United States Code, as amended for such Product,
or (ii) is otherwise considered the manufacturer of such Product within
the meaning of any applicable federal, state or local law relating to pedigrees.  13.8No Other
Warranties.  Except as
expressly provided herein, neither party hereto makes any representations or
warranties to the other party, express or implied, either in fact or by
operation of law, by statute or otherwise, and each party specifically
disclaims any express or implied representations and warranties of
merchantability or fitness for a particular purpose.  14


14.Liability,
Indemnification and Insurance.  14.1Remedies.  (a)Generally.  Rights and remedies under this Agreement are
cumulative and in addition to any other available rights or remedies under any
other agreement, at law or in equity.  (b)Equitable Relief.  If either party violates or threatens to
violate any provision of this Agreement, the other party may suffer irreparable
harm and its remedies at law may be inadequate. 
Accordingly, the other party may seek equitable relief.  14.2Indemnification.  (a)Indemnification
by US Bio.  US Bio shall
indemnify, defend, and hold harmless Dyax and its Affiliates and its and their
respective directors, officers, employees, representatives and agents and their
respective successors, heirs and assigns (the Dyax Indemnitees) against any
liability, damage, loss, penalty, fine or expense (including reasonable
attorneys fees and expenses of litigation) (collectively, Losses) incurred by
or imposed upon the Dyax Indemnitees or any of them in connection with any
claims, suits, demands, investigations, enforcement actions, or judgments, in
each case initiated by a third party (including any governmental or regulatory
agency) (collectively, Third Party Claims) which arise out of: (a) the gross
negligence or willful misconduct of US Bio in connection with this Agreement;
or (b) the breach of this Agreement by US Bio, in each case except for
those Losses for which Dyax has an obligation to indemnify US Bio pursuant to Section 14.2(b),
as to which Losses each party shall indemnify the other to the extent of its
respective liability for such Losses.  (b)Indemnification
by Dyax.  Dyax shall indemnify, defend,
and hold harmless US Bio and its Affiliates and its and their respective
directors, officers, employees, representatives and agents and their respective
successors, heirs and assigns (the US Bio Indemnitees) against any Losses
incurred by or imposed upon US Bio Indemnitees or any of them in connection
with any Third Party Claims which arise out of: (a) the negligence or
willful misconduct of Dyax in connection with this Agreement; (b) the
breach of this Agreement by Dyax, in each case except for those Losses for
which US Bio has an obligation to indemnify Dyax pursuant to Section 14.2(a);
(c) any claims of patent, trademark, copyright or other infringement
related to Products; or (d) the storage, handling, use, non-use,
demonstration, consumption, ingestion, digestion, manufacture, production and
assembly of Products and their transportation to US Bio (except to the extent
that such activities are conducted on Dyaxs behalf by an Affiliate of US Bio),
as to which Losses each party shall indemnify the other to the extent of its
respective liability for such Losses.  (c)Indemnification
Procedure.  A party that
intends to claim indemnification under this Section 14.2 (the Indemnitee)
shall:  (i) promptly notify the
indemnifying party (the Indemnitor) in writing of any Third Party Claim in
respect of which the Indemnitee or any of its Affiliates or any of their
respective directors, officers, employees, representatives, agents or their
respective successors, heirs or assigns intend to claim such indemnification
hereunder; (ii) provide the Indemnitor sole control of the defense and/or
settlement thereof with counsel reasonably satisfactory to the Indemnitee;provided, however, that the Indemnitee reserves the right to retain its
own counsel to defend itself in, but not control the defense of, such suit, at
its own expense, unless (a)  15


the
interests of the Indemnitee and the Indemnitor in the suit conflict in such a
manner and to such extent as to require, consistent with applicable standards
of professional responsibility, the retention of separate counsel for the
Indemnitee, in which case, the Indemnitor shall pay for one separate counsel
chosen by the Indemnitee or (b) the Indemnitor shall not have employed
attorneys reasonably satisfactory to the Indemnitee to defend any action within
a reasonable time after notice of commencement of such actionand (iii) provide
the Indemnitor, at the Indemnitors request and expense, with reasonable
assistance and full information with respect thereto.Neither
the Indemnitor nor the Indemnitee shall be responsible to or bound by any
settlement made by the other without its prior written consent, which shall not
be unreasonably withheld or delayed.Without limiting the foregoing provisions of
this Section 14.2(c), the Indemnitor shall keep the Indemnitee reasonably
informed of the progress of any claim, suit or action under this Section 14.2
and the Indemnitee shall have the right to participate in any such claim, suit
or proceeding with counsel of its choosing at its own expense, but the
Indemnitor shall have the sole right to control the defense or settlement
thereof in accordance with the terms of this Section 14.2(c).  14.3Limitation of
Liability.  (a)Neither party
shall be liable to the other for special, exemplary, consequential, incidental
(including lost or anticipated revenues or profits), indirect or punitive
damages arising from the performance or nonperformance of such party under this
Agreement whether such claim is based on contract, tort (including negligence)
or otherwise, even if an authorized representative of such party is advised of
the possibility or likelihood of same.  (b)Notwithstanding
the exclusions and limitations of liability set forth in Section 14.3(a) above,
such exclusions and limitations shall not apply to: (i) either partys indemnification
obligations pursuant to Section 14.2; or (ii) either partys breach
of the partys confidentiality obligations pursuant to Article 11.  14.4US Bio Insurance
Obligations.  During the
Term, US Bio shall maintain the following minimum levels of insurance:  (a)Employers
liability insurance with a limit of[*****]for bodily
injury by accident per person,[*****]for bodily
injury by accident, all persons and[*****]bodily injury
by disease policy limit;  (b)Commercial
general liability insurance, including personal injury blanket contractual
liability and broad form property damage, with a[*****]combined single
limit;  (c)Umbrella
liability insurance in the amount of[*****]per occurrence
and aggregate; and  (d)Property
insurance covering the business property of US Bio and others while at any
unnamed location in the amount of[*****].  16


The insurance required by this Section 14.4 may
be made up through a combination of self-insured retention and traditional
insurance.  Throughout the Term, US Bio
shall (a) provide prompt written notice to Dyax in the event US Bio
becomes aware or is notified that the insurance described in this Section 14.4
will be materially adversely modified or cancelled in such a manner that US Bio
is no longer in compliance with the requirements of this Section 14.4 and (b) provide
Dyax with proof of such insurance on or before the date such insurance is
renewed for each year.  14.5Dyax Insurance
Obligations.  During the
Term, Dyax will maintain products liability and commercial general liability
insurance having a limit of not less than[*****]per occurrence,
Combined Single Limit (Bodily Injury and Property Damage), pursuant to one or
more insurance policies with reputable insurance carriers having a Bests
Rating of A VII or otherwise as reasonably approved by US Bio.  Dyax will designate US Bio as an additional
insured under such insurance policy and will obtain a broad form vendors
endorsement for products liability for US Bio. 
Within thirty (30) days after the Effective Date, Dyax will provide to
US Bio a certificate of insurance indicating that such obligations have been
satisfied.  As a condition precedent to
the effectiveness of this Agreement, Dyax will execute the form of Continuing
Guaranty and Indemnification Agreement (the Continuing Guaranty) with
AmerisourceBergen Corporation attached hereto asExhibitE.  15.Term and Termination.  15.1Term. Unless earlier
terminated in accordance with the terms hereof, the term of this Agreement
(the Term) shall (i) commence as of the Effective Date and will continue
in effect for an initial period of three (3) years (the Initial Term),
and (ii) automatically renew for subsequent periods of[*****](each, a Renewal Term), unlesseither party provides written notice to the other at least[*****]prior to the end
of the Initial Term or then-current Renewal Term that it  does not wish to renew.  The parties will work together in good faith
to discuss and agree upon any appropriate fee adjustments at least[*****]prior to
expiration of the Initial Term (or any subsequent Renewal Terms).  15.2Termination.  In addition to any other provision of this
Agreement providing for termination hereof, this Agreement may be terminated as
follows:  (a)Termination by Dyax For Convenience.  Dyax may terminate this Agreement for
convenience, without cause, upon[*****]prior written notice of termination to US Bio; provided, that,
upon any such termination that occurs prior to the second anniversary of the
Effective Date, Dyax shall pay US Bio the following amount within[*****]following the
effective date of termination: (i)[*****]if prior to the first anniversary of the Effective Date; (ii)[*****]if after the
first anniversary of the Effective Date but prior to the second anniversary of
the Effective Date; and (iii)[*****]if after the second anniversary of the Effective Date but prior
to the third anniversary of the Effective Date.  (b)Termination For Cause.  (i)This Agreement
may be terminated by either party on written termination notice to the other
party in the event of any material breach of this Agreement by the other party
(other than a breach by US Bio of Section 8.2, which is governed by  17


clause (ii) below),
which breach is not cured within[*****]days after
delivery of written notice by the non-breaching party specifying such breach
and requiring cure.  Notwithstanding the
right to cure provided by the foregoing sentence, US Bio shall have the right
to cure only two (2) material breaches of any particular obligation
hereunder, and this Agreement may be terminated by Dyax immediately on written
notice to US Bio in the event of any additional material breach of such
obligation by US Bio.  (ii)This Agreement
may be terminated by Dyax immediately on written notice to US Bio in the event
of any material breach by US Bio of Section 8.2.  (c)Insolvency.  This Agreement may be terminated by either
party immediately upon written notice to the other party in the event of any of
the following events:  (i)the institution by the other party of insolvency, receivership or
bankruptcy proceedings or any other material proceedings for the settlement of
the other partys debts, or the institution against the other party of any such
proceedings that remain undismissed for[*****];  (ii)the other partys making an assignment for the benefit of its
creditors; or  (iii)the other partys dissolution.  (d)Other Agreements.In
the event that any of (a) the Distribution Services Agreementof even date
herewith between Dyax and ASD Specialty Healthcare, Inc. or (b)the Distribution Services Agreementof even date herewith
between Dyax and Integrated
Commercialization Solutions, Inc. is terminated for any reason,
then (i) this Agreement may be
terminated by Dyax immediately upon ninety (90) days written notice to US Bio;
and (ii) if not terminated by Dyax, US Bio will notify Dyax of any
applicable adjustment to the fees based on such termination.  (e)           Supervening Illegality.  (i)This Agreement shall terminate if both:  (A) as a result of the enactment of any
new applicable federal or state law or regulation, or any change in any
existing applicable federal or state law or regulation or any new
interpretation of any applicable federal or state law or regulation by any
legislative body, court or regulatory agency, the performance by a party of any
material obligation under the Agreement would be rendered illegal or any
material provision of the Agreement would be rendered invalid or unenforceable,
and (B) the parties are unable to negotiate a mutually acceptable
amendment to the Agreement pursuant to Section 15.2(e)(iii) below.  If any immaterial provision of this Agreement
is held to be illegal, invalid or unenforceable for any reason, the Agreement
shall be deemed amended to delete such provision, such amendment to apply only
with respect to the operation of the Agreement in the particular jurisdiction
in which such provision is held to be illegal, invalid or unenforceable,  18


and
the remainder of the Agreement shall remain in full force and effect and
enforceable in accordance with its terms.  (ii)The parties agree that the party affected by the new law or
regulation or the change in law or regulation or the interpretation of a law or
regulation shall use reasonable efforts to give the other party at least[*****]prior written
notice of the effective date of such new law, change, or interpretation.  (iii)The parties agree that, notwithstanding the foregoing provisions
of this Section, either party may, within ten (10) business days of giving
or receiving notice of the new law, change or interpretation, notify the other
party of its wish to renegotiate the applicable terms of the Agreement (Renegotiation
Notice), in which event the parties shall negotiate in good faith, for a
period of sixty (60) days from delivery of the Renegotiation Notice, an
amendment to the Agreement that addresses the portion of the Agreement rendered
illegal, invalid or unenforceable by the new law, change or interpretation
while preserving to the greatest extent possible the original intent of the
Agreement.  If the parties successfully
conclude such negotiations prior to the effective date of the new law, change
or interpretation, the Agreement shall not terminate and shall be amended to
reflect the negotiated terms.  If the
parties are unable to successfully conclude such negotiations prior to the
effective date of the new law, change or interpretation and such effective date
is within the sixty (60) day negotiation period, the Agreement shall be deemed
amended to delete such portion rendered illegal, invalid, or unenforceable,
such amendment to apply only with respect to the operation of the Agreement in
the particular jurisdiction in which such portion is held to be illegal,
invalid or unenforceable, and the remainder shall remain in full force and
effect and enforceable in accordance with its terms.  In the event the parties are unable to
successfully conclude such negotiations within the sixty (60) day negotiation
period, the Agreement shall terminate at the end of the sixty (60) day
negotiation period.  15.3         Effect of Termination.Upon the expiration or earlier
termination of this Agreement:  (a)all Confidential
Information received hereunder shall be returned to the disclosing party, or
destroyed, at the disclosing partys election (provided that the receiving
party may retain one copy to the extent necessary to comply with any
contractual or other legal obligations applicable thereto);  (b)all rights
granted to US Bio with respect to the Product shall terminate and US Bio shall
cease in a timely and orderly manner all activities with respect to the selling
and distribution of Product; and  (c)unless
terminated by US Bio pursuant to Section 15.2(b), for a period of[*****]following such expiration or early termination, US
Bio and its Affiliates shall provide commercially reasonable assistance in
connection with Dyaxs transition of Product distribution and Hub Services to
Dyax, its Affiliates or any third party selected by Dyax.  19


Dyax shall reimburse US Bio
for its reasonable, documented out-of-pocket costs and expenses incurred with
in connection with providing such transition services; provided that, in the
event of a termination due to US Bios breach, neither the existence of this
provision nor the fact of Dyaxs agreement to pay for such transition services
shall in any way effect or limit Dyaxs rights or remedies with respect to such
breach.  Termination of
this Agreement shall not relieve either party of obligations incurred prior to
termination.  The provisions of Sections
2.3(a)(ii), 2.3(a)(iii), 10.4, 10.5, 10.6, 15.3, 17.10 and 17.11 and Articles
11, 14 and 16, together with and any other provisions which by
their express terms extend beyond the expiration or termination of this
Agreement,shall survive any termination of
this Agreement.  15.4Termination of
Exclusivity.  In the event
that Dyax has the right to terminate this Agreement for any reason (except
pursuant to Section 15.2(a) (Termination for Convenience), Dyax, on
immediate written notice to US Bio, may terminate Section 2.3(a)(i), which
shall have no further force or effect from and after the delivery of such
notice by Dyax.  In the event that Dyax
terminates this Agreement for convenience pursuant to Section 15.2(a),
then US Bios obligations under Sections 2.3(a)(ii) and 2.3(a)(iii) shall
expire one (1) year after the effective date of termination and thereafter
have no further force or effect.  16.Dispute
Resolution.  16.1Resolution by
Executives.  Any dispute,
controversy or claim initiated by either party arising out of, or resulting
from the breach or alleged breach by either party of its obligations under this
Agreement (other than bona fidethird party actions or proceedings
filed or instituted in an action or proceeding by a third party against a party to this Agreement), whether before
or after termination of this Agreement, shall be in the first instance referred
to the respective chief executive officers of the parties unless such dispute
or claim must be filed to preserve a legal interest or injunctive relief is
required.  16.2Arbitration.  If chief executive officers (or their
representatives, it being agreed that the chief executive officer of either
party may designate a representative, provided such representative is empowered
with decision making in the dispute)  of the
parties fail to resolve any dispute as provided in Section 16.1 within[*****], then such dispute shall be finally resolved by
binding arbitration as follows:  (a)Any dispute that
might arise between the parties relating to or arising from this Agreement
shall be settled by binding arbitration in accordance with the then-prevailing
Commercial Arbitration Rules of the American Arbitration Association (AAA),
except where those rules conflict with this provision, in which case this
provision controls. Arbitration shall be conducted before a single arbitrator
selected from the AAAs National Roster of Arbitrators, each of whom shall be a
lawyer with at least 15 years experience with a law firm or corporate law
department of over 25 lawyers or who was a judge of a court of general
jurisdiction.  Each party shall have the
right to meet and interview the potential arbitrator for no more than one hour
each prior to the selection of an arbitrator. 
The arbitration shall be held, and Dyax and US Bio irrevocably consent
to arbitrate, in a  20


mutually agreeable
location.  The arbitration shall be
conducted in English.  In rendering the
award the arbitrator must apply the substantive law of the State of Delaware
(except where that law conflicts with this clause); however, the interpretation
and enforcement of this arbitration provision shall be governed by the Federal
Arbitration Act.  The arbitrator shall
render a written opinion setting forth findings of fact and conclusions of law
with the reasons therefor stated.  Under
no circumstances shall the arbitrator award damages in excess of or
inconsistent with any limitations of liability contained in this
Agreement.  Any court with jurisdiction
shall enforce this clause and enter judgment on any award.  US Bio and Dyax will agree upon, within[*****]after the arbitrator is selected or, if they fail to
agree, the AAA will design, procedures that they will follow to assure that the
arbitration will be concluded and the award rendered within no more than eight
months from selection of the arbitrator.  (b)The arbitration
proceedings shall be confidential, and neither party shall publicize the nature
of any dispute or the outcome of any arbitration proceedings except to the
extent required by law, provided in such case the party required to make any disclosure
informs the other party of such requirement to allow the other party to seek a
protective order.  The arbitrator shall
issue appropriate protective orders to safeguard each partys Confidential
Information.  (c)Each party has
the right before or during the arbitration to seek and obtain from the
appropriate court provisional remedies such as attachment, an injunction,
replevin, etc., to avoid irreparable harm, maintain the status quo or preserve
the subject matter of the arbitration.  17.Miscellaneous.  17.1Relationship of
Parties.  US Bios relationship with Dyax
hereunder shall be that of independent contractor, and neither party shall be
considered the agent of, partner of, employee or other member of the workforce
of, or participant in a joint venture with, the other party.  Neither party shall
have authority to bind the other party unless otherwise agreed to in writing by
such parties.  17.2Notices.  All notices, requests, demands and other
communications required or permitted to be given pursuant to this Agreement
shall be in writing and shall be deemed to have been duly given upon the date
of receipt if delivered by hand, recognized international overnight courier,
confirmed facsimile transmission, or registered or certified mail, return receipt
requested, postage prepaid to the following addresses or facsimile numbers:  If
  to Dyax:
  
  Dyax
  Corp.300
  Technology SquareCambridge,
  MA 02139[*****]If
  to US Bio:
  
  US
  Bioservices Corporation3101
  Gaylord ParkwayFrisco,
  TX 75034  21


[*****]with
  a copy to:AmerisourceBergen
  Specialty Group3101
  Gaylord ParkwayFrisco,
  TX 75034[*****]  Either
party may change its designated address, contact person and facsimile number by
notice to the other party in the manner provided in this Section.  17.3Assignment.  Neither party may assign its rights or
delegate its obligations under this Agreement without the prior written consent
of the other party, except that either party may assign this Agreement to any
of its Affiliates or to a successor in connection with the merger,
consolidation, or sale of all or substantially all of its assets or that
portion of its business pertaining to the subject matter of this Agreement,
with prompt written notice to the other party of any such assignment; provided
that: (i) if such assignee is an Affiliate, the assignor shall responsible
for and liable with respect to all assigned obligations and (ii) if such
assignee is not an Affiliate, (A) the assignee assumes the assignors
obligations under the Continuing Guaranty and Indemnification Agreement, and (B) the
assignee has net assets as of the end of its most recently completed fiscal
year equal to or in excess of the net assets of the assignor as of the end of
its most recently completed fiscal year, in each case as set forth in the
audited balance sheet of the assignor and assignee, and (iii) in the case
of an assignment by Dyax, the assignee is not a Competitor to US Bio.  For the purposes of this Section 17.3, a
Competitor means any organization, entity or person that competes with US Bio
including but not limited to the following companies and their affiliated
entities:[*****]Notwithstanding the foregoing, US Bio
acknowledges and agrees that Dyax may perform its obligations and exercise its
rights hereunder through a third party logistics provider.  17.4Force Majeure. Each partys
obligation under this Agreement will be excused to the extent any delay or
nonperformance is caused by strikes or other labor disturbance, acts of God,
war, or other conditions beyond the reasonable control of that party, but only
during the duration of such condition.  17.5Amendment and
Waiver.  This Agreement may be amended,
supplemented, or otherwise modified only by means of a written instrument
signed by both parties.  Any waiver of
any rights or failure to act in a specific instance shall relate only to such
instance and shall not be construed as an agreement to waive any rights or fail
to act in any other instance, whether or not similar.  To be valid, any waiver must be in writing.  17.6Severability.  In the event any provision of this Agreement
should be held invalid, illegal or unenforceable, the remaining provisions
shall not be affected or impaired and the parties shall use all reasonable
efforts to replace the applicable provision with a valid, legal and enforceable
provision which insofar as practical implements the original intent of such
invalid, illegal or unenforceable provision, provided, however, that if the
parties fail to reach such agreement within  22


sixty (60) days, a party whose rights or obligations are materially
adversely affected as a result of a provision being held invalid, illegal or
unenforceable may terminate this Agreement.  17.7Headings.  All headings used in this Agreement are
inserted for convenience only and are not intended to affect the meaning or
interpretation of this Agreement or any Article or Section hereof.  17.8Successors and
Assigns.  This Agreement shall be binding
on and shall benefit any and all successors, trustees, permitted assigns and
other successors in interest of the parties.  17.9Applicable Law;
Disclaimer of Puerto Rico Law 75.  (a)This Agreement
shall be construed and enforced in accordance with the laws of the State of
Delaware (excluding the choice of law provisions thereof).  (b)The parties
expressly disclaim, to the fullest extent allowed by Applicable Laws, any
application of the Puerto Rico Dealers Act, Law No. 75 of June 1964
(the Dealers Act) as amended, and the parties acknowledge that the Dealers
Act shall not apply in the interpretation or enforcement of any of the rights
and obligations of the parties hereto.  17.10Contract
Interpretation.  The parties
have jointly negotiated this Agreement and, thus, neither this Agreement nor
any provision will be interpreted for or against any party on the basis that it
or its attorney drafted the Agreement or the provision at issue.   When
this Agreement requires approval of one or more parties, such approval may not
be unreasonably withheld or delayed.  Words, regardless of the number and
gender specifically used, will be construed to include any other number,
singular or plural, and any gender, masculine, feminine, or neuter, as the
context requires.  And includes or.  Or is disjunctive but not
necessarily exclusive.  Including means including but not limited to. Unless
other specifically stated, the term days means calendar days.  17.11Entire
Agreement; No Reliance.  Each
of the parties agrees and acknowledges that this Agreement, including the
Continuing Guaranty and the attachments referred to herein, (i) constitutes
the entire agreement and supersedes all prior and contemporaneous agreements,
understandings, negotiations and discussions, whether oral or written, between
the parties with respect to the subject matter of this Agreement, and (ii) is
not intended to confer any rights or remedies, or impose any obligations, on
any person other than the parties hereto. 
Each of the parties expressly agrees and acknowledges that, other than
those statements expressly set forth in this Agreement, it is not relying on
any statement, whether oral or written, of any person or entity with respect to
its entry into this Agreement or to the consummation of the transactions
contemplated by this Agreement.  17.12Counterparts.  This Agreement may be executed in multiple
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.  Facsimile execution and delivery of this
Agreement are legal, valid and binding execution and delivery for all purposes.  [signature page to follow]  23


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their duly authorized respective officers as
of the Effective Date.   US Bioservices Corporation
  Dyax Corp.By:
  /s/ Mark O. Johnson
  
  By:
  /s/ Ivana Magovcevic-LiebischName:
  Mark O. Johnson
  Name:
  Ivana Magovcevic-LiebischTitle:
  President
  Title:
  Executive Vice President Corporate Development and General Counsel   AmerisourceBergen
Specialty Group, Inc., a Delaware corporation, agrees that it shall be
financially responsible for any unsatisfied liabilities of US Bioservices
Corporation under this Agreement; provided that any defense or privilege that
may be asserted by US Bioservices Corporation may also be asserted by
AmerisourceBergen Specialty Group, Inc.  AmerisourceBergen Specialty Group, Inc.By:
  /s/ Mike MullenName:
  Mike MullenTitle:
  President  24


LIST
OF EXHIBITS  EXHIBIT
A  Product Description EXHIBIT
B  Initial Statement of Work for Hub Services EXHIBIT
C  Standard Operating Procedures for Hub Services EXHIBIT
D  Product Returns Policy EXHIBIT
E  Continuing Guaranty  25


EXHIBIT A Product Description  Product Trade Name:
  
  Kalbitor®Generic Name:
  
  ecallantideNDC Number:
  
  47783-101-01  Kalbitor
is a recombinant protein with high affinity and high specificity for human
plasma kallikrein and is used in the treatment of Hereditary Angioedema (HAE).  Kalbitor
is temperature sensitive and must be stored and shipped at 2-8°C (36-42°F).  Kalbitor
is packaged in a single carton containing three 1 mL vials and is administered
through three subcutaneous injections.  26


EXHIBIT B Initial Statement of Work for Hub
Services  [*****]  27


EXHIBIT C Standard Operating Procedures for
Hub Services  [*****]  28


EXHIBIT D Product Returns Policy  [*****]  29


EXHIBIT E Continuing Guaranty  [attached hereto]  30