Exhibit 10.22  DISTRIBUTION SERVICES AGREEMENT (3PL Services)  This
DISTRIBUTION 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 INTEGRATED COMMERCIALIZATION SOLUTIONS, INC.,
a California corporation with its primary offices located at 3101 Gaylord
Parkway, Frisco, Texas 75034 (ICS).  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,
ICS is in the business of providing commercialization services for
pharmaceutical products; and  WHEREAS,
Dyax wishes to engage ICS to provide Dyax with certain third-party logistic
services for the Product throughout the United States, and ICS 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3PL Services
shall have the meaning set forth in Section 3.1.  1.2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.  1.3Applicable
Laws shall mean all applicable laws, rules, regulations in the Territory,
including guidelines and guidances promulgated by governmental entities.  1.4FDA
shall mean the United States Food and Drug Administration or any successor
agency thereto.  1.5Field
shall mean all uses in the therapeutic treatment of HAE.  1.6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.  
 * Confidential Treatment Requested.  Omitted portions filed with the Commission.


1.7REMS Program
shall mean the Risk Evaluation and Mitigation Programrequired
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.  1.8SOPs
shall have the meaning set forth in Section 3.2.  1.9Statement of Work shall have the meaning set forth in Section
3.1  1.10Term
shall have the meaning set forth in Section 11.1.  1.11Territory
shall mean the 50 states of the United States of America, the District of
Columbia and Puerto Rico.  2.Engagement of ICS.  2.1Engagement.  Upon the terms and conditions set forth
herein, Dyax hereby engages ICS, on an exclusive basis during the Term (subject
to Section 11.4), to provide 3PL Services in connection with the promotion,
offer for sale, sale and distribution of Product in the Field in the
Territory.  ICS hereby accepts such
engagement and shall provide the 3PL Servicesin
a professional and responsible manner and in accordance withthe terms of
this Agreementand all
Applicable Laws.  2.2Authorized Distributor.  In connection with ICS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 ICS as
an Authorized Distributor of Record (ADR) of the Product during the Termand a third
party logistics provider who does not take title to Product or have general
responsibility to direct the sale or disposition of Product.  The foregoing shall not be construed in a
manner that results in ICS being considered a distributor or wholesaler for any
other purpose or under any Applicable Laws.  2.3Exclusivity.  The parties acknowledge and agree that as a
result of the exclusive nature of the ICS engagement, subject to Section 11.4,
during the Term, Dyax shall not engage any party other than ICS or its
Affiliates to serve as Dyaxs third-party logistic service provider for Product
for the Field in the Territory.  2.4Reserved Rights. 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 ICS.  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 ICS
or its Affiliates is granted, whether express or implied, by ICS to Dyax.  By way of clarification,
all proprietary systems, databases and web-based applications, and any 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 ICS (or its
Affiliates) in connection with this Agreement
or the Hub Services are and will remain the property of ICS (or its
Affiliates).  2


3.3PL Services and Related ICS Obligations.  3.13PL Services;
Statement of Work.  ICS shall
provide certain third party logistics services with respect to the Product (3PL
Services). The specific nature of such 3PL Services, and any additional terms
and conditions applicable to such 3PL 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 Statements 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.  3.2Standard
Operating Procedures.  ICS shall
conduct all activities under this Agreement in accordance with all Standard
Operating Procedures (SOPs) applicable to such activities, as established and
approved in writing by the parties from time to time.   Any SOPs specific to Dyax will be discussed
and agreed upon by the parties and material changes will be implemented by ICS
only at Dyaxs direction.   
Notwithstanding anything to the contrary contained in this Agreement or
elsewhere, during the Term of this Agreement, Dyax shall be permitted, upon its
reasonable request, to review all such SOPs at the ICS facility.  The SOPs are confidential and proprietary to
ICS and shall not be disclosed by Dyax to any third party without the consent
of ICS.  Upon termination of this
Agreement, any SOPs in Dyaxs possession will be returned to ICS or (at ICSs
election) destroyed by Dyax with certification of destruction.  3.3No
Subcontracting or Subdistribution. All obligations and
services to be performed by ICS under this Agreement shall be solely performed
by ICS and ICS shall not outsource or subcontract any of its obligations
hereunder without Dyaxs prior written consent, except to an Affiliate of ICS.  3.4Applicable Laws and Regulations.ICS shall conduct all
activities under this Agreement in compliance withall Applicable Laws,including federal and state pharmacy, wholesaler and
pedigree laws, federal and state laws protecting the privacy of patient medical
information (including HIPAA if applicable), 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 ICS 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.  3.5Storage
Conditions.  ICS will
maintain Product stored at, and shipped from, its facilities under (i) the
Product storage, shipment and handling requirements set forth in the Statement
of Work included in Exhibit B,(ii)
any applicable SOPs and (iii) any other conditions required by the FDA approved
labeling.ICS shall notify Dyax within one (1) business day of any known deviation
from such requirements so that Dyax can determine whether any further action
must be taken with respect to such Product.  Failure of ICS to notify Dyax promptly of such
known deviation shall constitute a breach of this Agreement by ICS.  3


3.6Title to Product.  All right, title and interest in and to all
Product at ICSs facility or otherwise in the possession of ICS shall at all
times remain the sole property of Dyax. 
At no time and under no circumstance shall ICS have title to, or any
right or interest in or to, any Product at ICSs facility or otherwise in ICSs
possession or control.  ICS hereby
expressly waives and releases any and all liens and claims it may have in
respect of any Product arising under any statute, common law or otherwise.  ICS from time to time during the Term shall
execute such forms, documents and instruments evidencing Dyaxs ownership of
Product as Dyax reasonably shall request. 
ICS shall take no action that is inconsistent with the right, title and
interest of Dyax in and to the Product and any attempt by ICS to sell, or to
grant or create a lien on or security interest in, any Product shall be void ab
initio.  ICS shall have no authority to
store any Product with any other warehouseman or in any place other than ICSs
facility.  At any time during the Term
and for any reason, Dyax may take all or any portion of any Product into its
possession by giving ICS notice of such intent, and upon the giving of such
notice ICS shall deliver such Product to Dyax in accordance with instructions
provided by Dyax, subject to Dyax promptly reimbursing ICSs reasonable actual
costs of return and removal.  3.7Risk of Loss.  ICS shall have no risk of loss for all
Product at ICSs facility or otherwise in the possession of ICS, except to the
extent that ICSs gross negligence or willful misconduct caused such loss.    In
such case, any loss due to damage or loss of products will be based upon Dyaxs
cost of manufacturing or acquiring products, not its selling cost.  3.8Diversion.  ICS shall notify Dyax in writing within one (1)
business day of learning of information to suggest that any person or entity is
diverting or attempting to divert Product. 
For the purposes of this Section 3.8, diverting means the
unauthorized sale, distribution, purchase, receipt, or handling of Product.  3.9Product Promotion.ICS shall not
provide any information regarding the safety, effectiveness, or use of Product
to any persons or entities except as approved in advance in writing by Dyax.  4.Compensation
for 3PL Services.  Dyax
will compensate ICS for the 3PL Services in accordance with the fee schedule
attached as Exhibit C.  For clarity, the fees on Exhibit C
shall be and remain in effect for the duration of the Term, provided that if
Dyax terminates its agreement with either of ICSs Affiliates, US Bioservices
Corporation or ASD Specialty Healthcare, Inc., fees may be subject to
adjustment.  Within[*****]following the end of each [*****] during the Term,
ICS shall provide a detailed invoice that specifically identifies the 3PL
Services conducted by ICS during [*****]. 
Dyax shall notify ICS 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.  4


5.Suspension, Recalls and Government Notices.  5.1Suspension.  Upon written notification by Dyax to suspend
distribution of Product, ICS immediately shall suspend its distribution of
Product.  5.2Recalls.  (a)Recall
Procedures.  Dyax shall
promptly notify ICS of any recalls or market withdrawals initiated by Dyax or
required by the FDA or any other governmental agency.  ICS shall notify Dyax immediately of any
event or circumstance that ICS reasonably believes may necessitate a recall or
market withdrawal.  Any recall or market withdrawal
initiated by Dyax or required by the Untied States Food and Drug Administration
shall be conducted in accordance with the Recall Statement of Work, included in
the Statements of Work attached as Exhibit B
hereto.  Any changes to the Recall Statement
of Work shall be subject to the terms and conditions set forth in Section 3.1.  Dyax shall be responsible for the mailing,
shipping, and reasonable administrative expenses incurred by ICS in connection
with the recall or market withdrawal, plus a reasonable service fee as mutually
agreed upon in advance by the parties. 
Notwithstanding the foreging, to the extent that such recall or market
withdrawal arises or results from (i) the negligence or intentional misconduct
of ICS or any of its permitted agents or employees or (ii) the breach by ICS of
this Agreement, ICS 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 recall or market withdrawal.  (b)Investigations;
Cooperation.  ICS shall
fully 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 ICS or any of its
permitted agents or employees or (ii) the breach by ICS of this Agreement, in
which event ICS 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.  5.3Government
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 the Product or activities
conducted under this Agreement, 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); provided that Dyax shall review and
approve all such responses by ICS to the extent related to the Product and to
the extent reasonably feasible.  Where
reasonably possible, ICS shall give prior notice to Dyax of any scheduled FDA
or other governmental inspection of ICSs facilities specifically relating to
the Product, and, if reasonably possible, will afford Dyax the opportunity to
be present at such inspection.  5


6.Reports and Records.  6.1Activity Reports.  In addition to any specific reports that ICS
may be required to deliver to Dyax under this Agreement or any Statement of
Work, ICS shall provide to Dyax all information and reports related to its
activities with respect to the Product that are reasonably requested by Dyax
and can be prepared by ICS without undue burden; provided that ICS 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.  6.2Ownership of
Data.  Dyax exclusively shall own all
information and data relating to Product, the distribution of Product and the
use of Product obtained, maintained, generated or furnished by ICS in
connection with performing its obligations hereunder and all data and
information contained in the reports delivered pursuant to Section 6.1, except
any data, materials or information not specific to the Product or which relate
to the general processes, services and reports developed by ICS or which
contains ICSs Confidential Information (the ICS Information), and ICS hereby
assigns to Dyax all of its right, title and interest in and to such information
and data (excluding ICS Information) without additional consideration.  6.3Records.  ICS shall keep complete and accurate books
and records pertaining to ICS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 Law.  6.4Audits.  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 6.3 and may observe, or have an independent
third party auditor observe, the performance by ICS of its activities hereunder
to verify the status of Product and ensure compliance with the terms of this
Agreement.  Dyax shall provide ICS with
at least ten (10) business days advance 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 ICSs normal business operations.  ICS shall make available relevant records
that do not contain information pertaining to ICSs other clients or products
and permit such observations.  Dyax and
ICS shall discuss the results of any such audits or observations and ICS shall
implement all corrective measures reasonably requested by Dyax.  All audits shall be reasonable in time and
scope.  7.Confidentiality.  7.1Confidential
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, operating and sales data, information about
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 other information or material prepared or derived from such
information (collectively, Confidential Information), shall, subject to
Sections 7.2 and 7.3, be held by the receiving party in  6


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 6.2 shall be the Confidential
Information of Dyax and not ICS, and regardless of the party that discloses
such Confidential Information hereunder, Dyax shall be deemed the disclosing
party, and ICS 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.  7.2Exclusions 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.  7.3Required
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.  7.4Survival of
Confidentiality Obligations.  The provisions of this Article 7 shall
survive for a period ofseven (7)years following
the expiration or termination of this Agreement.  7.5Injunctive Relief.Each party acknowledges that
the failure by the Receiving Party to comply with any of the provisions of this
Article 7 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 such preliminary  7


and permanent injunctive
relief as may be necessary to ensure compliance with all the provisions of this
Article 7 without having to prove actual damages or to post a bond.  7.6HIPAA Compliance.Notwithstanding
anything to the contrary herein (including the Exhibits hereto), ICS shall only
provide information to Dyax under this Agreement in a manner consistent with
HIPAA, to the extent applicable. 
Accordingly, the parties agree that ICS shall only provide Dyax
information that is de-identified in accordance with HIPAAs de-identification
provision, 45 C.F.R. § 164.514(b)(2), unless Dyax: (i) has on file a valid,
HIPAA-compliant authorization for each patient whose protected health
information (PHI) is sought to be disclosed; or (ii) authorization is not
required under Applicable Laws in order to disclose the information sought.  8.Use of Marks.  For the purposes of this Agreement,Dyaxhereby grants to ICS 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 ICS solely in connection with its
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.  ICS
agrees that nothing in this Agreement shall give ICS 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.  9.Additional
Representations, Warranties and Covenants.  9.1Authorization.  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.  9.2Federal Programs.ICS represents,
warrants and covenants to Dyax that (a) neither ICS 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 ICS 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.  ICS 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 ICSs knowledge, is
threatened, relating to the debarment  8


or conviction Section 306 of
the Act, or listing on either Excluded List, of ICS 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.  9.3ICS/Licensure.  ICS represents and warrants that it now has
and shall maintain in full force during the Term all applicable federal and
state wholesaler 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.  ICS 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. 
ICS shall promptly provide Dyax with notice of any material
communications with wholesaler licensing boards which relate to potential
problems with facilities, operations, contractors or procedures used by ICS in
distribution of the Product, including notices of inquiries, investigations or
inspections and resulting findings, except that in no event shall ICS be
required to disclose information concerning its other clients or the products
of such clients.  9.4Dyax
Representations and Warranties.  Dyax hereby represents and warrants to ICS
that, at the time of delivery of Product by Dyax to ICS 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 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.  9.5No Other
Warranties.  Except as
expressly provided herein and in the Continuing Guaranty, 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.  9


10.Liability, Indemnification and Insurance.  10.1Remedies.  (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.  10.2Indemnification.  (a)Indemnification
by ICS.  ICS 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
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 ICS in connection with this Agreement; or (b) the breach of this Agreement
by ICS, in each case except for those Losses for which Dyax has an obligation
to indemnify ICS pursuant to Section 10.2(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 ICS and its Affiliates and its and their respective
directors, officers, employees, representatives and agents and their respective
successors, heirs and assigns (the ICS Indemnitees) against any Losses
incurred by or imposed upon ICS 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, (c) claims of patent, trademark, copyright or other
infringement related to Products, or (d) storage, handling, use, non-use,
demonstration, consumption, ingestion, digestion, manufacture, production and
assembly of Products and their transportation to ICS (except to the extent that
such activities are actually conducted by ICS), in each case except for those
Losses for which ICS has an obligation to indemnify Dyax pursuant to Section 10.2(a),
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 10.2 (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  10


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) 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 10.2(c), the Indemnitor shall keep the Indemnitee reasonably
informed of the progress of any claim, suit or action under this Section 10.2
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 10.2(c).  10.3Limitation 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
10.3(a) above, such exclusions and limitations shall not apply to: (i) either
partys indemnification obligations pursuant to Section 10.2; or (ii) either
partys breach of the partys confidentiality obligations pursuant to Article 7.  (c)Any loss due to
damage or loss of Products will be based upon Dyaxs cost of manufacturing or
acquiring products, not its selling cost.  10.4ICS Insurance
Obligations.  During the
Term, ICS shall maintain appropriate levels of insurance for the risks assumed
under this Agreement, including 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;  11


(c)Umbrella
liability insurance in the amount of [*****] per occurrence and aggregate; and  ICS will not be obligated to insure Products against
loss or damage arising from the storage of Products at the ICS Facility.  The insurance required by this Section 10.4
may be made up through a combination of self-insured retention and traditional
insurance.  Throughout the Term, ICS
shall (a) provide prompt written notice to Dyax in the event ICS becomes aware
or is notified that the insurance described in this Section 10.4 will be
materially adversely modified or cancelled in such a manner that ICS is no
longer in compliance with the requirements of Section 10.4 and (b) provide Dyax
with proof of such insurance on or before the date such insurance is renewed
for each year.  10.5Dyax Insurance
Obligations.  During the
Term, Dyax will maintain property, 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 ICS.  Dyax will designate ICS as an additional
insured under such insurance policy and will obtain a broad form vendors
endorsement for products liability for ICS. 
Within thirty (30) days after the Effective Date, Dyax will provide to
ICS 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 asExhibitD.  11.Terms and Termination.  11.1Term. 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 t 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.  11.2Termination.  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 ICS.  (b)Termination For Cause.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 ICS of Section 3.2, which is governed by clause (ii) below),
which breach is not cured within [*****] (or [*****] for any breach relating to
payment obligations under this Agreement) 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, ICS shall have the right to cure only two (2) material
breaches of any particular obligation hereunder, and  12


this Agreement may be
terminated by Dyax immediately on written notice to ICS in the event of any
additional material breach of such obligation by ICS.  (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 ninety (90) days;  (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 US
Bioservices Corporation is terminated for any reason, then (i) this Agreement may be terminated by Dyax upon[*****]written notice to ICS; and (ii) if not terminated,
ICS will notify Dyax of any applicable adjustment to Fees based upon 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 11.2(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, 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.  13


(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.  11.3Effect 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 ICS with respect to the Product shall terminate and ICS shall follow
Dyaxs reasonable instructions to cease in a timely and orderly manner all activities
with respect to the selling and distribution of Product; and  (c)unless terminated
by ICS pursuant to Section 11.2 above (Material Breach) for a period of [*****]
following such expiration or early termination, ICS 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.  Dyax shall
reimburse ICS 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 ICS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.  (d)If Dyax terminates this Agreement pursuant to Section 11.2(a) or
ICS terminates this Agreement pursuant to Section 11.2(b) prior to the first
anniversary of the Effective Date,  14


Dyax
shall pay ICS an early termination fee, with the amount being equal to
$110,000.  The Early Termination Fee is
intended to compensate ICS for development costs related to the Services
hereunder and is in addition to, not in lieu of, any other amounts it is
entitled to under this Agreement or at law.  Termination of
this Agreement shall not relieve either party of obligations incurred prior to
termination.  The provisions of Sections
6.2, 6.3, 6.4, 11.3, 13.10 and 13.11 and Articles 7, 10 and 12, 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.  11.4Termination of
Exclusivity.  In the event
that Dyax has the right to terminate this Agreement, Dyax, on immediate written
notice to ICS, may terminate Section 2.3, which shall have no further force or
effect from and after the delivery of such notice by Dyax.  12.Dispute
Resolution.  12.1Resolution 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.  12.2Arbitration.  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 12.1 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 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 ICS irrevocably consent to
arbitrate, in New York, NY, unless they mutually agree upon an alternative 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  15


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.  ICS and Dyax will agree upon, within [*****]
days 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 mediation or 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 mediator or arbitrator, as the case may be, shall issue appropriate
protective orders to safeguard each partys confidential information.  (c)Each party has
the right before or during the mediation or 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.  13.Miscellaneous.  13.1Relationship of
Parties.  ICS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.  13.2Notices.  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 ICS:
  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.  16


13.3Assignment.  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 be 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 ICS.  For the purposes of this Section 13.3, a Competitor
means any organization, entity or person that competes with ICS including but
not limited to the following companies and their affiliated entities: [*****].  13.4Force 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.  13.5Amendment 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.  13.6Severability.  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 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.  13.7Headings.  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.  13.8Successors 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.  13.9Applicable 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).  17


(b)The parties
expressly disclaim, to the fullest extent allowed by Applicable Law, 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.  13.10Contract 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.  13.11Entire
Agreement; No Reliance.  Each
of the parties agrees and acknowledges that this Agreement, including the
Continuing Guaranty and 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.  13.12Counterparts.  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]  18


IN WITNESS WHEREOF, the parties hereto have caused
this Agreement to be executed by their duly authorized respective officers as
of the Effective Date.   Integrated Commercialization Solutions, Inc.
  
  Dyax Corp.By:
  /s/ Douglas Cook
  
  By:
  /s/ Ivana Magovcevic-LiebischName:
  Douglas Cook
  
  Name:
  Ivana Magovcevic-LiebischTitle:
  VP, Distribution Services
  
  Title:
  Executive Vice President Corporate
  Development and General Counsel   AmerisourceBergen
Specialty Group, Inc., a Delaware corporation, agrees that is shall be
financially responsible for any unsatisfied liabilities of Integrated
Commercialization Solutions, Inc.  under
this Agreement, provided that any defense or privilege that may be asserted by
Integrated Commercialization Solutions, Inc. may also be asserted by
AmerisourceBergen Specialty Group, Inc.  AmerisourceBergen Specialty Group, Inc.By:
  /s/ Mike MullenName:
  Mike MullenTitle:
  President  19


LIST
OF EXHIBITS  EXHIBIT
A  Product Description EXHIBIT
B  Initial Statement of Work EXHIBIT
C  Fee Schedule EXHIBIT
D  Continuing Guaranty  20


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.  21


EXHIBIT B Initial Statement of Work  [*****]  22


EXHIBIT C Fee Schedule  [*****]  23


EXHIBIT D Continuing Guaranty  [attached hereto]  24