Exhibit 10.8(c)


 


SECOND AMENDMENT TO


THE AGREEMENT FOR SERVICES RELATED TO KALBITOR®


BY AND BETWEEN


DYAX CORP.


AND


WALGREENS INFUSION SERVICES, INC.


 


THIS SECOND AMENDMENT TO THE AGREEMENT
FOR SERVICES RELATED TO KALBITOR®


(the “Amendment”)
is made and entered into as of the 30th day of September 2013 (the “Second Amendment Effective Date”), by and between
DYAX CORP., a Delaware corporation (“Dyax”), and WALGREENS INFUSION SERVICES, INC., a Delaware corporation
(“Walgreens”), to amend that certain Agreement For Services Related to Kalbitor, effective as of September 1, 2011,
entered into by and between Dyax and Walgreens, as modified by that certain First Amendment dated as of August 31, 2012 (collectively,
the “Agreement”). Capitalized terms used herein which are not defined shall have the meanings given to them in the
Agreement.


 


RECITALS:


 


WHEREAS, pursuant
to the Agreement, Walgreens provides services related to the home administration of the pharmaceutical product known as Kalbitor;
and,


 


WHEREAS, the parties
desire to modify certain services provided by Walgreens, in accordance with the terms and conditions set forth herein;


 


WHEREAS, due to
release by the Office of Civil Rights for the U.S. Department of Health & Human Services (“OCR”) of the Guidance
Regarding Methods for De-Identification of Protected Health Information in accordance with the Health Insurance Portability and
Accountability Act (HIPAA) Privacy Rule (“De-Identification Guidance”) and the January 23, 2013 HIPAA Final Rule
(“Final Rule”), the parties further desire to amend the Agreement in accordance with the terms and conditions set forth
herein;


 


WHEREAS, pursuant
to the Agreement, Walgreens has been providing Dyax or Dyax’s agents with reports (“Reports”) containing information
related to Walgreens’ patients who have been prescribed one or more of Dyax’s product(s) or other products (“Patient-Related
Data”);


 


WHEREAS, Walgreens
had reasonably and in good faith determined (i) that Patient-Related Data was de-identified (“De-Identified”) based
on its interpretation of the HIPAA Privacy Rule and related OCR guidance as existed at the time of such de-identification, or (ii)
that the disclosure of such data otherwise complied with HIPAA;


 




    	Page 1 of 6



    	 



    

 


WHEREAS, Walgreens
has (i) analyzed the De-Identification Guidance and determined that certain elements of the Patient-Related Data may no longer
be considered De-Identified under the De-Identification Guidance, or (ii) determined that the disclosure may not otherwise comply
with HIPAA (collectively, the “Identifiers”);


 


WHEREAS, Dyax acknowledges
and agrees that the Agreement only provided Dyax with the right to obtain Reports consistent with Walgreens's HIPAA obligations
including, where applicable, the ability for the Dyax and its agents to only receive from Walgreens De-Identified Patient-Related
Data, and thus Dyax hereby certifies that Dyax and its agents, as applicable, did not use or further disclose any Identifiers and
corresponding health information received from Walgreens in a manner or for a purpose that created a significant risk of
financial, reputational, or other harm to the individuals who are the subjects of the Identifiers;


 


WHEREAS, Dyax further
certifies that it will destroy the previously-received Identifiers and corresponding health information to the extent feasible
and will not further use or disclose the Identifiers and corresponding health information for any purpose; and


 


WHEREAS, the parties
desire to enter into this Amendment to confirm compliance with the De-Identification Guidance and Final Rule.


 


NOW, THEREFORE, for
and in consideration of the mutual covenants and promises set forth herein and in the Agreement, and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Walgreens and Dyax hereby agree to amend the Agreement as follows:


 


AGREEMENT:


 


		1.	Section 3.5 (Exclusive Engagement) of the Agreement is hereby deleted in its entirety and replace
it with the following:



 


“3.5     Pricing Parity. During
the Term of this Agreement, Service Provider will, in any new agreements with other HAE manufacturers, price those services that
are substantially similar to the Services hereunder within an overall pricing structure that shall not disadvantage Dyax based
upon the fees paid by Dyax for the Services hereunder.”


 


		2.	Section 3.7(b) (First Right to Provide Services) of
the Agreement is hereby deleted in its entirety and replaced with the following:



 


“(b)     In the event of such
Patient Referral, Service Provider may, but shall not be obligated to, provide Services to such Patient. Service Provider shall
notify Dyax in writing within two (2) Business Days following the date of any such Patient Referral if Service Provider will not
accept the referral based on Service Provider’s initial benefit investigation of the Referred Patient that indicates a clear
denial of coverage. Dyax may make alternative arrangements, not involving Service Provider, for the provision of Infusion Services
for such Referred Patient. If Service Provider accepts the Patient Referral, then the provisions of Section 3.7(c) shall apply,
and Service Provider shall follow the initial intake process as set forth in Schedule A.”


 




    	Page 2 of 6



    	 



    

 


		3.	Section 5.2 (Additional Data Services; Use of Data) is hereby amended by deleting the last sentence
thereof and replacing it with the following:



 


“Dyax shall have a right to
use such information and data for any business purpose to the extent permitted by law (including the requirements of HIPAA and
Service Provider’s obligations thereunder); provided, however, that any information or data provided under this Agreement
that is aggregated with other information or data and shared with any third party or otherwise disseminated (the “Aggregated
Data”) shall clearly and conspicuously identify the percentage of the Aggregated Data that is attributable to Service Provider,
and shall, to the extent reasonably necessary to make such Aggregated Data clear, include a separate relevant data set with only
Service Provider data. For example, if Dyax utilizes any portion of Service Provider’s data regarding nurse response time
and aggregates same with data from other providers, then that shall constitute Aggregated Data for the purposes of this Section
5.2 and the percentage of the Service Provider data that makes up that Aggregated Data shall be clearly and conspicuously denoted
in all instances where that Aggregated Data is used. The sole attribution of such Aggregated Data to Service Provider (as required
by this Section 5.2) in information shared with third parties shall not require Service Provider’s prior consent; however,
the use of Aggregated Data in any publicity, press release, advertising or other manner shall not otherwise obviate the consent
requirements of Section 9.2. The foregoing shall in no way be construed as altering any other restrictions or prohibitions on the
use of data or information under this Agreement, including but not limited to the confidentiality provisions of Section 12.”


 


Further, Section 5.2 (Additional
Data Services; Use of Data) is hereby amended by adding the following as a new paragraph at the end thereof:


 


“Notwithstanding any other
provision of the Agreement, the parties hereby agree that, as of the Amendment Effective Date, the data report(s) required to be
provided by Service Provider to Dyax pursuant to this Section 5.2 and Schedules A and D of the Agreement may be modified from time
to time by Service Provider for those Patients for whom a valid Authorization Form (as hereafter defined) is not on file to the
extent necessary (as determined by Service Provider) to de-identify such data in accordance with 45 C.F.R. § 164.514(b)(1)d
and/or to otherwise comply with Applicable Law. Further, with respect to all de-identified data reports, Dyax hereby covenants
and agrees that it shall:


 




    	Page 3 of 6



    	 



    

 


		(i)	not (A) re-identify, or attempt to re-identify, or allow to be re-identified, any individual(s)
who are the subject of such data reports, or (B) re-identify, or attempt to re-identify, or allow to be re-identified, any relative(s),
family or household member(s) of such individual(s);



 


		(ii)	not link any other data elements to any of the data contained within such data reports without
obtaining a statistician’s determination that the data remains de-identified consistent with all of the conditions imposed
by 45 C.F.R. § 164.514(b)(1), as may be amended;



 


		(iii)	implement and maintain appropriate data security and privacy policies, procedures and associated
physical, technical and administrative safeguards as needed to assure that such data reports and the data therein is (A) accessed
only by personnel authorized hereunder, and (B) will remain de-identified in accordance with 45 C.F.R. § 164.514(b)(1); and



 


		(iv)	assure that all personnel or parties with access to any such data reports have agreed to abide
by all of these foregoing conditions.”



 


		4.	The Agreement is hereby amended by adding the following as a new Section 5.5 of the Agreement:



 


“5.5     Authorization Form.
Dyax shall maintain a patient authorization form template that has been approved by Service Provider and that supports Service
Provider’s compliance with all Federal and State privacy laws with respect to all of the uses and disclosures of protected
health information (“PHI”), as defined by the HIPAA privacy regulations, anticipated by this Agreement (the “Authorization
Form”). Dyax certifies that all of the purposes for which it is requesting PHI under this Agreement are identified in the
Authorization Form currently utilized (which is acceptable to Service Provider provided that the changes set forth herein are adopted),
and Dyax shall not use/disclose such PHI for any other purpose or otherwise act inconsistent with the Authorization Form. Dyax
shall not make any changes to the Authorization Form template without the prior written consent of Service Provider, and Dyax shall
promptly make edits to the Authorization Form template, subject to Service Provider’s prior written consent, as necessary
to address any relevant changes in law; provided, however, that Service Provider shall respond to the changes proposed by Dyax
within five (5) business days. If Service Provider rejects such changes, the parties hereby agree to make a good faith effort to
promptly come to agreement on changes to the Authorization Form. Dyax shall be responsible for obtaining each patient’s signature
on an Authorization Form and for transferring the patient’s executed Authorization Form to Service Provider along with the
notice of referral. Regarding the Patient Authorization described in this Section utilized by Dyax as of the Second Amendment Effective
Date, Dyax agrees that within thirty (30) calendar days of the Second Amendment Effective Date, said Authorization Form will be
updated to notify patients that Service Provider will receive a fee for providing data reports hereunder by inserting the following
language: ‘I understand that my pharmacy providers may receive remuneration for disclosing my Protected Health Information
pursuant to this Authorization.’”


 




    	Page 4 of 6



    	 



    

 


		5.	Section 8.3 (Kalbitor Nurse Clinical Coordinator) of the Agreement is hereby deleted in its entirety.



 


		6.	Section 10.2 (Work Product) of the Agreement is hereby deleted in its entirety. Moreover, the parties
hereby acknowledge and agree that at no point during the Term of this Agreement has any “work made for hire” been contracted
for or provided, and none of the forms, reports, operating procedures or other structures and content used during the course of
performance under this Agreement have been or will be construed as “work made for hire”.



 


		7.	Section F to Schedule C (Consideration for Services) of the Agreement is hereby deleted in its
entirety and replaced with the following:



 


“PROGRAM MANAGER. For
each month during the Term, Dyax shall pay Service Provider $8,333.33 for salary and benefits for the Program Manager during such
period. The salary and benefits shall be increased at the beginning of the Initial Renewal Term and each subsequent Renewal Term
based upon the percentage increase of the Consumer Price Index (“CPI”) effective as of the commencement of the Initial
Renewal Term over the CPI effective as of the first day of the applicable Renewal Term or 3%, whichever is lower. The Parties will
review and make mutually agreeable changes to Program Manager scope, duties or responsibilities (if any) prior to each subsequent
Renewal Term. In the event there is a change in the Program Manager in accordance with Section 8.1(d) of the Agreement, the fees
to be paid by Dyax shall be adjusted commensurate with the replacement Program Manager's skill and experience.”


 


		8.	Subsection (2) of Section B (Initial Intake of Patient Referral) of Schedule A of the Agreement
is hereby modified by replacing the phrase “three (3) Business Days” set forth therein with “two (2) Business
Days”.



 


		9.	Section G (Kalbitor Nurse Clinical Coordinator) of Schedule C of the Agreement is hereby deleted
in its entirety.



 


		10.	The parties hereby ratify the terms and conditions of the Agreement, as amended herein.



 




    	Page 5 of 6



    	 



    

 


IN WITNESS WHEREOF,
Walgreens and Dyax, through their respective duly authorized and acting representatives, have executed and delivered this Amendment
to be effective as of the date first set forth above.


 


	DYAX CORP.	 	WALGREEN INFUSION SERVICES, INC.
	 	 	 
	By: /s/Kathleen DiRamio	 	By: /s/Lori Zsitek
	 	 	 
	Name: Kathleen DiRamio	 	Name: Lori Zsitek
	 	 	 
	Title: Associate Director, Nursing Services	 	Title: VP, Operations


 




    	Page 6 of 6