Exhibit 10.1


 


AMENDMENT NO. 2 TO AMENDED AND RESTATED COLLABORATION AGREEMENT

BETWEEN GENZYME CORPORATION AND DYAX CORP.


 


This Amendment No. 2
(the “Second Amendment”) to the Amended and Restated Collaboration Agreement
dated May 31, 2002, as previously amended (the “Agreement”) by and between
Genzyme Corporation, with its principal office at 500 Kendall Street,
Cambridge, Massachusetts, 02142 (“Genzyme”), and Dyax Corp., with a principal
office at 300 Technology Square, Cambridge, Massachusetts 02139 (“Dyax”) is
effective as of January 1, 2005 (“Amendment Effective Date”). Terms not
otherwise defined herein shall have the respective meanings attributed to them
in the Agreement.


 


WHEREAS, Genzyme and
Dyax are parties to the Agreement, pursuant to which the parties agreed to
collaborate in developing DX-88 for the treatment of hereditary angioedema and
other inflammatory diseases; and


 


WHEREAS, Genzyme and
Dyax now wish to modify the terms of their collaboration and amend certain
provisions of the Agreement;


 


NOW, THEREFORE, in
consideration of the promises and agreements set forth herein, and for other
good and valuable consideration, Genzyme and Dyax hereby agree as follows:


 


1.             From and after the date of this Second Amendment, all references in the
Agreement to Kallikrein LLC shall be deemed changed to Dyax-Genzyme LLC.


 


2.             Section 4.3.3 of the Agreement shall be deleted in its entirety
and replaced with the foregoing in lieu thereof:


 


4.3.3 Monthly Capital Contributions. On or
before the seventh (7th) day of each calendar month from and after January 2005,
Genzyme and Dyax shall submit invoices to Dyax-Genzyme LLC based on Program
Costs respectively incurred by each Party during the prior calendar month. On
or before the twentieth (20th) business day after submitting such
invoice, Genzyme and Dyax shall each make capital contributions to Dyax-Genzyme
LLC in an amount equal to the aggregate Program Costs incurred by both Parties
during the prior calendar month (as reflected in their respective invoices) and
allocated between such Parties in accordance with the funding responsibility
assumed by Genzyme and Dyax pursuant to Section 4.3.1 above. Upon receipt
of each such capital contributions, Dyax-Genzyme LLC shall promptly pay, no
later than the last business day of the month, each of the Parties an amount
equal to that portion of the budgeted Program Costs to which they are
respectively entitled.


 


3.             Except as expressly modified hereby, the terms of the Agreement remain
unchanged and in full force and effect and shall govern and apply to all
matters contemplated by this Amendment.


 





















 


IN WITNESS WHEREOF, the parties hereto have caused
this Amendment to be executed by their respective duly authorized
representatives as of the Amendment Effective Date.


 


 


	
  GENZYME CORPORATION

  	
   

  	
  DYAX CORP.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ Georges Gemayel

  	
   

  	
   

  	
  By:

  	
  /s/ Stephen S. Galliker

  	
   

  
	
  Name:

  	
  Georges Gemayel

  	
   

  	
  Name:

  	
  Stephen S. Galliker

  
	
  Title:

  	
  Executive Vice President

  	
   

  	
  Title:

  	
  Executive Vice President and Chief 

  
	
   

  	
   

  	
   

  	
   

  	
  Financial Officer

  
	
   

  	
   

  	
   

  
	
  Date:

  	
        10/03/05

  	
   

  	
   

  	
  Date:

  	
        9/29/05