<PAGE>


Confidential material omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote such omissions.


                                                                   Exhibit 10.26


                       RESEARCH AND DEVELOPMENT AGREEMENT

      This RESEARCH AND DEVELOPMENT AGREEMENT ("Agreement") is made as of this
10th day of March, 1997 (hereinafter "Effective Date") by and between DEBIOPHARM
S.A., having its principal place of business at 17, rue des Terreaux, CH-1000
Lausanne 9, Switzerland ("Debio") and Dyax Corp., having its principal place of
business at One Kendall Square, Bldg. 600, 5th Floor, Cambridge, Massachusetts,
02139, USA ("Dyax") with respect to the following facts:

                                   WITNESSETH:

      WHEREAS, Dyax possesses certain know-how and proprietary rights, including
patents (granted and pending) concerning the identification, production and
purification of EPI-HNE4, an inhibitor of human neutrophil elastase, and of
other molecules with similar anti-neutrophil elastase activity;

      WHEREAS, Debio possesses expertise in the development and registration of
therapeutic products and wishes to conduct certain "Research," as defined
herein, concerning EPI-HNE4 for the purpose of determining whether EPI-HNE4 has
therapeutic potential in humans; and

      WHEREAS, both Dyax and Debio wish to enter into a Research and Development
Agreement, governing the "Research" to be conducted by Debio, which will then
provide Debio with the exclusive option to license certain exclusive rights to
develop and distribute EPI-HNE4 within certain geographic markets;

      NOW, THEREFORE, Dyax and Debio agree as follows:

1.    Definitions and Interpretations.

      Terms, when used with initial capital letters, shall have the meanings set
forth below or at their first use when used in the Agreement.

      1.1 "Affiliates" means any corporation or other business entity controlled
      by, controlling, or under common control with or by either party to this
      Agreement. For this purpose, "control" means direct or indirect beneficial
      ownership of more than fifty percent (50%) of the voting stock, or more
      than fifty percent (50%) interest in the income, of a party or such
      corporation or other business.


                                       1
<PAGE>

Confidential material omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote such omissions.

      1.3 "Confidential Information," as used herein shall mean each party's
      confidential information, know-how or data, and includes manufacturing,
      marketing, personnel and other business information and plans, whether in
      oral, written graphic or electronic form, and which is identified as
      confidential. Confidential information shall not be deemed confidential,
      and the receiving party shall have no obligation with respect to any
      information which is (a) known by the receiving party prior to disclosure
      by the furnishing party, and reduced to writing by the receiving party,
      (b) information which is in the public domain or subsequently enters the
      public domain through no fault of either party, (c) information that is
      received by the receiving party from an independent third party with the
      lawful right to disclose. All test and development data, processes,
      methods and other technology developed by Debio pursuant to the Agreement
      shall also be "Confidential Information"

      1.4 "Debio" shall mean Debiopharm S.A. and Affiliates.

      1.5 Dyax" shall mean Dyax Corp. and Affiliates, and their successors and
      assigns.

      1.6 "EPI-HNE" shall mean molecules, including EPI-HNE4, *************
      that produce EPI-HNE4 and methods of purifying EPI-HNE4 from
      *************, and other protein molecules with anti-neutrophil
      elastase activity described in the Dyax patent application designated
      LEY-1PCT in Exhibit A.

      1.7 "EPI-HNE Patent Rights" shall mean the patent applications listed as
      Exhibit A, attached hereto and hereby made a part hereof and any and all
      continuations, divisions, renewals, reissues, reexaminations,
      continuations-in-part and extensions corresponding thereto, and any
      patents issuing therefrom.

      1.8 "Know-How" shall mean any and all technical information, test and
      development data, formulations, processes, ideas, protocols, regulatory
      files and the like, which is non-patentable and discovered or developed
      pursuant to the Research.

      1.9 "Product" means any pharmaceutical formulation containing EPI-HNE for
      use in the Field of Use (as defined in Section 15.2), pursuant to EPI-HNE
      Patent Rights.

      1.10 "Research" by Debio shall mean the procurement, investigation and
      study of EPI-HNE4 for the purposes of determining whether EPI-HNE4 has
      therapeutic potential in humans for the treatment of cystic fibrosis,
      ARDS, or chronic obstructive pulmonary diseases, such as emphysema and
      chronic bronchitis, all as set forth in the Research Plan in Exhibit B,
      attached hereto and hereby made a part hereof.


                                       2
<PAGE>

Confidential material omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote such omissions.

      1.11 "Revenues" shall mean the ************* from the commercial use or
      sale of Product, including all payments from sublicensees, less the
      following items: (a) *************, (b) payments *************, and (c)
      payments ************* (and *************).

      1.12 "Territory" means the countries of the European Union, Norway,
      Iceland, Switzerland, Czech and Slovak Republics, Poland, Hungary,
      Romania, Bulgaria, Turkey, Israel, Albania, Liechtenstein, Former
      Yugoslavia and those Additional Countries in which Dyax may grant
      rights to Debio pursuant to Article 15.2.2

2.    The Development and Evaluation Work Phase.

      2.1 Scope of Agreement.

      2.1.1 Obligation of Dyax. To facilitate the Research, Dyax shall provide
      a mutually acceptable contract manufacturer with EPI-HNE4 *********, at
      no cost to Debio and all available information regarding the fermentation
      of such strains and the purification of EPI-HNE4 ("EPI-HNE4 Materials")
      for use solely in performance of the Research, under the conditions set
      forth herein. Dyax shall also provide available information developed
      by Dyax and third parties concerning the therapeutic potential of
      EPI-HNE in humans.

      2.1.2 Obligation of Debio. Debio agrees to perform the Research in
      accordance with the Research Plan, as may be amended from time to time by
      mutual agreement of the parties. The Research shall be conducted
      at the sole expense of Debio.

      2.1.3 Recordkeeping by Debio. Debio agrees to maintain records, in
      accordance with generally accepted accounting practices in Switzerland, of
      its research and development costs in performing the Research Plan. In the
      event such costs are relevant to Revenue sharing in accordance with
      Sections 4.4.1 or 15.3, Dyax shall have the right from time to time to
      audit such records using an independent accountant.

      2.2 Due Diligence and Workmanship. Debio shall use its best efforts to
      conduct the Research in accordance with Good Clinical Practices and to
      deliver to Dyax reports of the results. However, the parties agree that
      the results of the Research cannot be accurately predicted, and that Debio
      does not warrant or guarantee that the Research will yield any useful or
      anticipated results. The sole obligation of Debio is to diligently pursue
      the activities pursuant to the Research.


                                       3
<PAGE>

      2.3 Development and Evaluation Phase Research Licenses.

      2.3.1 License to Debio. For the term of this Agreement only and as
      reasonably necessary to perform the Research (and with no commercial
      rights), Dyax grants to Debio an exclusive royalty-free license under the
      EPI-HNE Patent Rights, Dyax Know-How, EPI-HNE4 Materials and rights
      arising under Section 4.1 herein in the Field of Use for the Territory.

      2.3.2 To the best of Dyax's knowledge up to the Effective Date, the
      EPI-HNE Patent Rights are valid and effective, as shown in Exhibit A, has
      been properly filed, prosecuted and/or issued in the respective offices
      and jurisdictions, and all applicable fees due and payable have been paid.

      2.3.3 In the event that any of the EPI-HNE Patent Rights under Exhibit A
      should not be granted or established by reasonable proof to Debio's
      satisfaction, Debio may either terminate this Agreement under Section 8.1
      or negotiate a license agreement with the relevant third party, in its
      sole discretion, to conduct the Research.

3.    Transfer and Handling of Materials.

      3.1 Debio shall use the EPI-HNE4 Materials and Dyax Confidential
      Information solely for the purposes specified in this Agreement and for no
      other purpose, including without limitation, use in any research
      activities other than those which relate directly to the purposes
      specified herein, or for any commercial purpose. Such use shall be in
      compliance with all applicable laws and regulations. Upon conclusion of
      the Research, Debio shall return or destroy, as directed by Dyax, all
      unused EPI-HNE4 Materials. Debio shall not sell, transfer, disclose or
      otherwise provide access to the EPI-HNE4 Materials or Dyax Confidential
      Information, any method or process relating thereto or any material that
      could not have been made but for the foregoing, to any person or entity
      without the prior express written consent of Dyax, except that Debio may
      allow access to the EPI-HNE4 Materials to employees or agents for purposes
      consistent with the Agreement. Debio will make diligent efforts to ensure
      that such employees and agents will use the EPI-HNE4 Materials in a manner
      that is consistent with the terms of the Agreement. Dyax shall use Debio
      Know-How solely for the purposes specified in this Agreement and for no
      other purpose.

      3.2 Upon termination of the Agreement and except as provided under any
      license agreement, Debio shall immediately cease all use, including,
      without limitation, research and commercial use, of the EPI-HNE4 Materials
      and Dyax Confidential Information and shall, according to Dyax's
      instructions, destroy or return the EPI-HNE4 Materials and any copies or
      replications thereof, under the control of Debio.


                                       4
<PAGE>

      3.3 Debio acknowledges and agrees that the EPI-HNE4 Materials may have
      biological and/or chemical properties that are unpredictable and unknown
      at the time of transfer and that they are to be used with caution and
      prudence.

      3.4 Title to and ownership rights in the EPI-HNE4 Materials shall remain
      with Dyax and Debio will acquire no title thereto as a result of this
      Agreement.

4.    Ownership of Results.

      4.1 Patentable Inventions. Unless otherwise agreed to by the parties in
      any license or other agreement, all patentable inventions, improvements
      and any patent rights appurtenant thereto, conceived and reduced to
      practice pursuant to the Research shall be owned jointly where created
      jointly or solely by each party where so created. Licenses to any such
      inventions, improvements and patent rights, however owned, shall be
      governed by the terms of this Agreement and/or any future license
      agreement pertaining to such rights.

      4.1.1 If either party identifies or becomes aware of a patentable
      invention, that party shall promptly submit a written description of the
      subject matter of such invention to the other party. With regard to
      inventions with application to the Research or future products within the
      Field of Use, Debio shall have primary responsibility for determining
      whether to file patent applications in the Territory, and shall be
      responsible for determining the timing and scope of a patent
      application and for selecting the countries for filing, and for the
      filing, prosecution and maintenance of such patent application and all
      patents issuing therefrom. Debio and Dyax shall provide to each other
      all necessary cooperation relating to the filing, prosecution and
      maintenance of such patent applications. All expenses for such matters
      in the Territory shall be borne by Debio; provided however, that such
      expenses shall be considered development costs for purposes of Section
      15.3.

      4.2 Know-How. Subject to Section 8 and unless otherwise agreed to by the
      parties, any and all Know-How developed or discovered by Debio shall be
      owned solely by Debio.

      4.3 Cooperation. Both Debio and Dyax undertake to promptly notify the
      other of any patentable invention, as described in Section 4.1, and to
      cause their respective employees to sign and complete all such deeds,
      documents, patent applications, assignments, and other instruments and to
      do all such acts and things as are necessary to give full force and effect
      to the terms and conditions contemplated by the Agreement and to make such
      terms and conditions binding on their respective employees.


                                       5
<PAGE>

Confidential material omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote such omissions.

      4.4 Rights of Dyax. Subject to Debio's rights to add additional countries
      to its license pursuant to Section 15.2.2, as for all patentable
      inventions and Know-How conceived as a result of the Research and owned
      solely or jointly by Debio and subject to restrictions imposed by any
      government source of grant monies received by Debio after the Effective
      Date:

      4.4.1 Outside of the Territory for all therapeutic uses, Dyax shall have
      an exclusive license with the right to grant sublicenses; provided that
      for any patentable invention and Know-How solely owned by Debio, Dyax
      shall pay Debio *************; and

      4.4.2 Throughout the world for all non-therapeutic uses, Dyax shall have a
      royalty free exclusive license with the right to grant sublicenses.

5.    Administration and Indemnification.

      5.1 Representatives. Debio and Dyax will designate a person or persons of
      their choice to act representatives during the term of this Agreement.
      Dyax designates Dr. Edward Cannon and Debio designates Neil L. Brown to
      act as representatives under this Agreement. Each party may change its
      representative upon reasonable notice to the other party.

      5.2 Reports and Access to Data. The parties agree to provide each other
      with written detailed Research Status Reports no less frequently than
      ************* and to provide the other with access to all Know-How and any
      information related to any pre-clinical or clinical investigations
      developed from the Research.

      5.3 Insurance and Indemnification.

      5.3.1 Debio shall indemnify and hold harmless Dyax, its employees and
      agents against all third party actions, proceedings, claims, demands,
      losses, costs, damages or expenses whatsoever which may be brought against
      or suffered by Dyax or which Dyax may sustain as a result of use of
      Product for testing in or treatment of humans by Debio or under Debio's
      supervision.

      5.3.2 Both Dyax and Debio agree that each company will assume liability
      for its own losses, costs, damages, and expenses of any nature which it
      may suffer, sustain, par or incur by reason of any matter or thing
      arising out of, or in any way attributable to, the Research or any
      other work performed under this Agreement, except as provided for under


                                       6
<PAGE>

Confidential material omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote such omissions.

      Section 5.3.1 or where losses, costs, damages or expenses are the result
      of the willful breach of any term hereof by the other party, or by the
      other party's servants, agents, employees or subcontractors. Each party
      shall indemnify and hold harmless the other party, its employees and
      agents against all third party actions, proceedings, claims, demands,
      losses, costs, damages or expenses whatsoever which may be brought against
      or suffered by the other party or which such party may sustain, as a
      result of willful breach of any term hereof by the indemnifying party.
      Such indemnification will survive termination of the Agreement.

      5.3.3 Each party undertakes to notify the other party if it has any reason
      to believe that the use of EPI-HNE, EPI-HNE4 Materials, or Confidential
      Information could result in a claim by any third party, and the parties
      agree that in such case they shall consult in good faith to take such
      remedial actions that are necessary to avoid such liability.

      5.3.4 Dyax shall take reasonable action to institute and prosecute
      legal proceedings against third parties who infringe patents from the
      EPI-HNE Patent Rights, or to otherwise defend any issued patent rights
      for EPI-HNE4, in the Fields of Use in the Territory. Any such action,
      taken under this paragraph, shall be at Dyax's expense. Debio shall, if
      requested by Dyax and at Dyax's expense, assist in the prosecution of
      such action.

      5.4 Steering Committee.

      5.4.1 The parties agree to form a Steering Committee to oversee the
      Research and to undertake a development program to exploit all indications
      for EPI-HNE *************. The Steering Committee shall be composed of two
      representatives of Debio and two representatives of Dyax. Such Committee
      shall meet at least every six months (more frequently, if deemed necessary
      by at least two members of the Committee) to discuss the progress of the
      Research and to consider options for development of new indications.
      Representatives may be accompanied at such meetings by consultants and
      experts bound by appropriate confidentiality agreements who may
      participate, but may not vote at said meetings. Decisions of the Steering
      Committee shall be made by a vote of three or more representatives of the
      parties. Each party shall bear their own respective travel and
      accommodation expenses, as well as all fees and costs incurred by their
      consultants associated with attending such meetings.

6.    Confidentiality.

      6.1 The parties agree that Confidential Information exchanged during the
course of the Agreement will be accorded confidential treatment and shall not be
used for any other purpose than the performance of this Agreement for a period
of


                                       7
<PAGE>

Seven (7) years from the expiration or termination of the Agreement. Debio
and Dyax may disclose confidential information to candidate sublicensees
solely for the purpose of entering into a business relationship subject to
these candidate sublicensees entering into confidentiality and non-use
agreements no less restrictive than the terms and conditions of Section 6.1.

7.    General Provisions.

      7.1 Notices. Notices required or permitted to be made or given to either
      party hereto pursuant to this Agreement shall be sufficiently made or
      given on the date of mailing if sent to such party by certified or
      registered mail, postage prepaid, addressed to it at its address set forth
      or to such other address as it shall designate by written notice to the
      other party as follows:

      In the case of Dyax:

      Dyax Corp.
      One Kendall Square, Bldg. 600, 5th Floor
      Cambridge, Massachusetts  02139
      Attn: Edward Cannon

      In the case of Debio:

      Debiopharm S.A.
      17, rue des Terreaux
      Case Postale 211
      CH-1000 Lausanne 9
      Switzerland
      Attn: Legal Department

      Copies to:

      Kostopulos & Associates
      205 S. Whiting St., Suite 201
      Alexandria, VA 22304
      Attn: N. Peter Kostopulos
      Telecopier: (703) 751-2807

8. Termination.The Agreement can be terminated at anytime depending upon the
following circumstances:

      8.1 The Agreement can be terminated by Debio alone, at any time upon three
      (3) months written notice to Dyax.

      8.2 In the event that the Agreement is terminated by Debio under Section
      8.1 or by Dyax under Section 8.3, all rights granted to Debio under
      Section 2.3.1 shall revert to Dyax. The parties shall meet immediately to
      negotiate an assignment to Dyax to all Know-


                                       8
<PAGE>

      How under Sections 4.1 and 4.2, information under Section 5.2, and all
      regulatory filings. With respect to the assignment of any patentable
      inventions and/or patent filings which are solely owned by Debio, the
      amounts and details will be negotiated in good faith by Debio and Dyax.

      8.3 In the event of any breach of any material term or condition of this
      Agreement by either party, the non-breaching party shall give sixty (60)
      days written notice to the breaching party to correct such breach, along
      with a written explanation supporting its reasons for termination. In the
      event the breach is not cured with the sixty-day period, the non-breaching
      party shall have the following rights:

      8.3.1 immediately terminate and/or modify this Agreement; provided,
      however the non-breaching party shall continue to have all rights under
      this Agreement, including the right to conduct Research under 2.3.1 and
      the right to use all patentable inventions under Section 4.1, all know-how
      under Section 4.2, information under Section 5.2, and all regulatory
      filings, as well as the license options under Section 15; all of which,
      under terms and conditions no less favorable than provided for under this
      Agreement;

      8.3.2 receive losses and damages sustained as a result of the breach(s) by
      the breaching party, unless otherwise excluded or limited by a provision
      of the Agreement.

9. Term of Agreement. Unless terminated earlier pursuant to Section 8 or other
mutual agreement, this Agreement shall commence upon the Effective Date and
shall terminate upon the expiration of the option set forth in Section 15.
Sections 4.1, 4.4 5.2, 5.3, 6 and 7.1 shall survive expiration or termination of
the Agreement

10. Independent Contractor. The relationship of Debio and Dyax under this
Agreement is intended to be that of an independent contractor. Nothing contained
in this Agreement is intended or is to be construed so as to constitute the
undersigned parties as partners or either party hereto as an agent or employee
of the other. Neither party has any express or implied right or authority under
this Agreement to assume or create any obligations on behalf of or in the name
of the other, or to bind the other party hereto to any contract, agreement or
undertaking with any third party.

11. Complete Agreement. The parties hereto acknowledge that this document sets
forth the entire agreement and understanding of the parties, except for
pre-existing confidentiality obligations between the parties, and supersedes all
prior written or oral agreements or understandings with respect to the subject
matter hereof. No modification of this Agreement shall be deemed to be valid
unless in writing and signed by both parties.

12. Assignment. This Agreement shall be binding upon and inure to the benefit of
the successors or permitted assignees of each of the parties, and may not be
assigned or transferred by either party without the prior written consent of the
other.


                                       9
<PAGE>

13.   Law Governing and Dispute Resolution.

      13.1 This Agreement shall be governed by and construed under the laws of
      the Commonwealth of Massachusetts.

      13.2 In the event the parties are unable to resolve a dispute, the parties
      shall engage a single mediator acceptable to both parties. Said mediator
      will immediately meet with Senior Vice Presidents of both parties to
      discuss the basis for the dispute and to attempt to resolve the dispute.

      13.3 Any dispute, controversy or claim arising under, out of or relating
      to this Agreement and any subsequent amendments of this Agreement,
      including, without limitation, its formation, validity, binding effect,
      interpretation, performance, breach or termination, as well as non
      contractual claims, shall be referred to and finally determined by
      arbitration in accordance with the WIPO Arbitration Rules. The arbitral
      tribunal shall consist of three arbitrators. The place of arbitration
      shall be Geneva, Switzerland. The language to be used in the arbitral
      proceedings shall be English.

14. Execution. This Agreement shall be executed in two (2) counterparts, each of
which shall be deemed an original, but both of which together shall constitute
one and the same instrument.

15. Option to Obtain License. Dyax hereby grants to Debio an option to enter
into an exclusive license to manufacture, have manufactured, use and sell
EPI-HNE products in the Territory (the "License Agreement"), for a period of
three (3) years after the Effective Date subject to extension until
completion of the first Phase II clinical trial in the Research Plan if such
trial has been started (the "Option Period"). Debio shall not pay any licnese
fee (cash or milestones) to Dyax for entering into the License Agreement.
Such a license with Debio shall include, among other things, the following
terms:

      15.1 Definitions. The license agreement shall incorporate definitions from
      the Research and Development Agreement, plus additional definitions deemed
      appropriate by the parties.

      15.2 Grant of Rights Dyax shall grant exclusive rights, including the
      right to sublicense, to make, have made, use and sell Product, under the
      EPI-HNE Patent Rights, Dyax Know-How, inventions and know-how developed
      under Sections 4.1 and 4.2 in this Agreement, for the following
      therapeutic uses: treatment of cystic fibrosis, ARDS or chronic
      obstructive pulmonary diseases, such as emphysema and chronic
      bronchitis ("Field of Use").

      15.2.1 Other Indications. Debio shall have the first right to negotiate a
      license in the Territory for the rights to any other therapeutic
      indication outside of the Field of Use, provided that a third party does
      not already control the licensing of such rights.


                                       10
<PAGE>

Confidential material omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote such omissions.

      15.2.2 Additional Countries. If at the time of the license in the
      Territory set forth in this Section 15 is granted to Debio and rights to
      commercialize EPI-HNE in the Field of Use remain available outside the
      Territory (including for North America), Dyax shall grant Debio a right
      of first refusal to such other countries. Dyax will deliver written
      notice to Debio of its intention to grant such rights to a third party,
      of the country or countries concerned and of the proposed terms of such
      a grant (an "Offer Notice"). Debio shall have sixty (60) days after the
      receipt of an Offer Notice during which it may consider the terms in
      the Offer Notice. If Debio has not delivered written ntoice of its
      acceptance of the terms in the Offer Notice within such sixty (60) day
      period, Dyax shall be free to negotiate with third parties and to
      conclude an agreement with a third party on the same terms or on terms
      even more favorable to Dyax than in the Offer Notice. Before concluding
      an agreement with a third party on terms less favorable to Dyax, Dyax
      must again offer such rights to Debio following the same procedure.

      15.3 Royalties.

      15.3.1 Payments to Dyax. As to rights granted by Dyax to Debio, Debio
      shall pay Dyax ************* of all Revenues received by Debio in the
      Field of Use in the Territory. Prior to sharing such Revenues with Dyax,
      Debio shall be entitled to ************* equal to *************. In the
      event that *************, the parties agree *************.

      15.3.2 Duration of Payments. Payments under 15.3.1 shall continue on a
      country-by-country basis until the expiration or finally determined
      invalidity of all patents, granted or to be granted, covering the products
      for which Revenues are being received in each country, or for
      ten (10) years from the first Commercial Sale of Product in each country,
      whichever is longer, provided that revenues are being received on the
      Product.

      15.4 Territory. The territory will be the same geographic areas as defined
      in the Agreement.

      15.5 Exercise of the option. At any time during the Option Period, Debio
      may notify Dyax that Debio exercises the option. Debio and Dyax shall then
      meet at their mutual convenience to negotiate in good faith the remaining
      terms of the License Agreement.

      15.5.1 If Debio and Dyax have not signed the License Agreement within
      90 days from the exercise of the option,


                                       11
<PAGE>

Confidential material omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote such omissions.

      either party may refer the matter to mediation followed, in the absence of
      an agreement, by arbitration.

      15.5.2 The License Agreement will be effective no later than *************
      after the commencement of the mediation, even if the final agreement is
      reached later or the final decision is rendered later.

      15.5.3 Mediation. Any disagreement as to the terms of the License
      Agreement shall be submitted to mediation in accordance with the WIPO
      Mediation Rules. The place of mediation shall be Geneva. The language to
      be used in the mediation shall be English.

      15.5.4 Arbitration. If, and to the extent that, any such disagreement as
      to the terms of the License Agreement has not been settled pursuant to the
      mediation within 90 days of the commencement of the mediation, it
      shall, upon the filing of a Request for Arbitration by either party, be
      referred to and finally determined by arbitration in accordance with
      the WIPO Expedited Arbitration Rules. Alternatively, if, before the
      expiration of the said period of 90 days, either party fails to
      participate or to continue to participate in the mediation, the
      disagreement as to the terms of the License Agreement shall, upon the
      filing of a Request for Arbitration by the other party, be referred to
      and finally determined by arbitration in accordance with the WIPO
      Expedited Arbitration Rules. The place of arbitration shall be Geneva.
      The language to be used in the arbitral proceedings shall be English.

      15.5.4.1 Within a short period to be fixed by the Arbitral Tribunal, each
      party shall submit to the Arbitral Tribunal a full proposal for the
      License Agreement, which will not be communicated to the other party. The
      Arbitral Tribunal shall then decide which of the two proposals is closer
      to the common intent of the parties as evidenced by documentary record
      between the two parties, including, but not limited to the research and
      development program and correspondence between the parties. The Arbitral
      Tribunal is authorised to decide ex8aequo et bono. The Arbitral Tribunal
      may not take some terms in one proposal and some other terms in the other
      proposal, but shall choose one proposal and decide that it shall
      constitute the License Agreement deemed entered into by the parties.

16.   Force Majeure.

      16.1 Neither party shall be liable for a failure to comply with a
      provision herein, if it is prevented from performing the said provision
      because of force majeure, this notion being defined as an event beyond the
      control of the parties hereto and independent from their will including,
      but not limited to, strikes or other labor trouble, war,


                                       12
<PAGE>

      insurrection, fire, flood, explosion, discontinuity in supply of power,
      court order or governmental interference.

      16.2 Despite the event of force majeure, either party hereto shall
      undertake reasonable efforts to comply to the extent possible with its
      obligations vis-a-vis the other party, pursuant to this Agreement.

      16.3 The party invoking an event of force majeure must notify it forthwith
      to the other party, and must specify which one or ones of its obligations
      it is being prevented from complying with, and the nature of force
      majeure, and must give an estimate of the period during which it is likely
      that it shall be prevented from complying with the said obligation or
      obligations.

17.   Miscellaneous.

      17.1 In the event that, during the duration of this Agreement, the
      regulations in force at the time of its execution are drastically
      modified, or in the event that the data on which the parties hereto relied
      to enter into this Agreement change in such a manner that one party shall
      suffer severe hardship, which could not reasonably be foreseen as of the
      date on which this Agreement was executed, the parties hereto shall then
      meet and adapt the conditions of this Agreement to the new situation, in a
      manner equitable to both parties.

      17.2 If any provision of this Agreement should be or become fully or
      partly invalid or unenforceable for any reason whatsoever or should
      violate any applicable law, this Agreement is to be considered divisible
      as to such provision and such provision is to be deemed deleted from this
      Agreement, and the remainder of this Agreement shall be valid and binding
      as if such provision were not included therein. There shall be substituted
      for any such provision deemed to be deleted a suitable provision which, as
      far as is legally possible, comes nearest to the sense and purpose of the
      stricken provision.

      17.3 Failure by any party to enforce any term or provision of this
      Agreement in any specific instance or instances hereunder shall not
      constitute a waiver by such party of any such term or provision, and such
      party may enforce such term or provision in any subsequent instance
      without any limitation or penalty whatsoever.

      17.4 The headings set forth in this Agreement are for convenience only and
      do not qualify or affect the terms or conditions of this Agreement.


                                       13
<PAGE>

IN WITNESS WHEREOF, the Parties have executed this Agreement on the day and year
first above written.


DEBIOPHARM S.A.                                       DYAX CORP.


By:     /s/ R.Y. Mauvernay          By:     /s/ L. Edward Cannon
      ------------------------            ----------------------
             11/3/97                                3/3/97


                                       14
<PAGE>

                        EXHIBIT A - EPI-HNE Patent Rights

Confidential

DYAX NEUTROPHIL ELASTASE INHIBITOR PATENT RIGHTS

===============================================================================
COUNTRY              APPLICATION NO.         FILING DATE       STATUS
-------------------------------------------------------------------------------
US                   08/133,031              2/28/92           Abandoned in
(Ladner 7C)                                                    favor of US
                                                               08/358,160
-------------------------------------------------------------------------------
Canada               2,105,304               2/28/92           Pending
(Ladner 7C)
-------------------------------------------------------------------------------
EPO                  92/9088481.2            2/28/92           Pending
(Ladner 7C)
-------------------------------------------------------------------------------
Japan                92/508204               2/28/92           Pending
(Ladner 7C)          4-507558 pub 9/1/93
-------------------------------------------------------------------------------
PCT                  US92/01501              2/28/92
(Ladner 7C)          WO92/15605
-------------------------------------------------------------------------------
US                   08/358,160              12/16/94          Allowed
(Ley 1)
-------------------------------------------------------------------------------
PCT                  US95/16349              12/15/95          Will go
(Ley 1A)             WO                                        national
                                                               6/16/97
===============================================================================

*     Priority applciations: USSN 664,989 filed 3/1/91 (Ladner 7 which issued as
      US Patent 5,223,409) and USSN 715,834 filed 6/1/91 (Ladner 9 abandoned in
      favor of 08/133,031)


                                       15
<PAGE>

                                     AMENDMENT No. 1
                                        TO THE
                            RESEARCH AND DEVELOPMENT AGREEMENT
                          BETWEEN DEBIOPHARM S.A. AND DYAX CORP.

     This Amendment (the "Amendment"), effective as of May 10, 2000, is made
by and between DEBIOPHARM S.A. ("Debio") and DYAX CORP. ("Dyax") to the
Research and Development Agreement effective as of March 10, 1997 (the
"Agreement").

     WHEREAS, Debio has, by letter dated February 29, 2000, exercised its
option pursuant to Article 15 of the Agreement to obtain a license, and the
parties have been and are continuing to negotiate the terms of such license;

     WHEREAS, Section 15.5.1 of the Agreement provides that, if Debio and
Dyax have not signed the license agreement within 90 days from the exercise
of the option, either party may refer the matter to mediation followed, in
the absence of an agreement, by arbitration;

     WHEREAS, notwithstanding the ongoing negotiations, the parties do not
anticipate to have signed a license agreement by May 28, 2000; and

     WHEREAS, the parties wish to extend the 90-day period set forth in
Section 15.5.1 of the Agreement.

     NOW, THEREFORE, the parties hereto agree as follows:

     1. The parties hereby agree to extend the 90-day negotiation period set
forth in Section 15.5.1 of the Agreement until up through and including
September 15, 2000.

     2. Except as modified herein, all other terms and conditions of the
Agreement shall remain in full force and effect.

IN WITNESS WHEREOF, the parties hereto have signed this Amendment as of the
date set forth above.

DEBIOPHARM S.A.                             DYAX CORP.


By: /s/ Rolland-Yves Mauvernay              By: /s/ Henry E. Blair
    --------------------------                  ----------------------------
Name: Rolland-Yves Mauvernay                Name: Henry E. Blair
Title: President                            Title: CEO and Chairman