**Exhibit 10.23**

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**SECOND AMENDMENT TO THECOLLABORATION AND LICENSE AGREEMENT**

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ThisSECOND AMENDMENT TO THE COLLABORATION AND LICENSE AGREEMENT (“Second Amendment”),is between **DYAX CORP.,**a Delawarecorporation, having a principal place of business at One Kendall Square, Bldg.600, Cambridge, Massachusetts 02139 (“Dyax”); and **BRACCOIMAGING S.p.A.**, an Italian company having its principal place ofbusiness at E. Folli 50, 20134 Milano (“Bracco”).  Dyax and Bracco may be referred to each as a “Party”or collectively as the “Parties”.  TheParties hereby agree as follows:

 

**RECITALS**

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WHEREAS,the Parties have previously executed a COLLABORATION AND LICENSE AGREEMENT (“Agreement”),effective October 31, 2000;

 

WHEREAS,the Parties have previously executed a FIRST AMENDMENT TO THE COLLABORATION ANDLICENSE AGREEMENT (“First Amendment”), effective January 1, 2004, which, *inter alia*, extended the Research Term of the Agreement byanother three years;

 

WHEREAS,the Agreement and First Amendment require, *inter alia*,collaboration and cooperation between the Parties in using their respectivetechnologies and expertise to discover and develop product candidates for usein diagnostic imaging and certain therapeutic fields;

 

WHEREAS,the Parties thus each share an identical or substantially identical commonlegal interest in obtaining strong, valid and enforceable patents to protectany and all discoveries and inventions resulting from this collaboration andcooperation;

 

WHEREAS,the Parties agree that such identical or substantially identical common legalinterest is best protected by maintaining an open but privileged communicationbetween or among each of the respective counsels for the Parties;

 

WHEREAS,the Parties thus wish to add provisions to the Agreement to confirm, memorializeand ensure that any and all past, present and future communications between oramong their respective counsels are and remain confidential and protected fromdisclosure to any third parties by the attorney client privilege;

 

NOW,THEREFORE, in consideration of the foregoing and the covenants and premisescontained in the Agreement, First Amendment and Second Amendment, the Partieshereto hereby agree to the following provisions to be added to the Agreement:

 

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**AMENDMENTS**

 

New Article 8, Sections 8.4(a) and (b) are herebyadded, which recite:

 

8.4.          Communications Between Or Among Counsels

 

a.             Braccoand Dyax agree that any and all past, present and future communications,whether oral, electronic or written, between or among their respective counselspertaining to any patent applications, patent rights or any other patentrelated issues, are and will remain forever confidential unless agreedotherwise in writing by both Parties.

 

b.             Braccoand Dyax agree that any and all past, present and future communications,whether oral, electronic or written, between or among their respective counselspertaining to any patent applications, patent rights or any other patentrelated issues, are within the scope of their identical or substantiallyidentical common legal interest in obtaining strong, valid and enforceablepatents to protect any and all discoveries and inventions, and thus areprotected from disclosure to any third parties by the attorney clientprivilege.  Bracco and Dyax further agreethat this attorney client privilege cannot be waived by any one Party withoutthe written consent of the other Party.

 

c.             Braccoand Dyax agree that, in the event one Party is subpoenaed or otherwise orderedby a legitimate government authority to produce the subject of a communicationwhich was either confidential and/or protected by attorney client privilege,the producing Party will use all reasonable efforts to maintain theconfidentiality and/or protect the privileged communication from disclosure.  The producing Party will further keep theother Party informed of all details relating to the production of the subjectconfidential and/or privileged communication, including but not limited toproviding a copy of each and every document, paper and/or pleading filed, receivedor produced relating to confidential and/or privileged communication.

 

 
| **DYAX CORP.**  | **BRACCO IMAGING S.p.A.**    |
|----------------------|------------------------------|
|                 | ** **                   |   | ** ** |
|                 | ** **                   |   | ** ** |
|                 | ** **                   |   | ** ** |
| By:                  | /s/ Ivana Magovcevic         |   | By: | /s/ Petro Mescherpa |   |
|                 | Name:  Ivana Magovcevic |   | Name:  Petro Mescherpa |
|                 | Title:                       | Senior Vice President |   | Title:  Member of Board |
|                 |                         | Legal Affairs and |   |   |
|                 |                         | Chief Patent Counsel |   |   |
|                      |                              |  |  |  |  |  |

 

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