TO CREATE ANY AGENCY, PARTNERSHIP OR
JOINT VENTURE OF THE LENDER (OR ANY OF ITS AFFILIATES) AND BORROWER (OR ANY OF
ITS AFFILIATES).
SECTION 13.18.
SURVIVAL.
THE OBLIGATIONS OF BORROWER CONTAINED IN
SECTIONS 4.04, 4.05, ARTICLE V AND ARTICLE XII SHALL SURVIVE THE REPAYMENT OF
THE LOAN AND THE CANCELLATION OF THE NOTE AND THE TERMINATION OF THE OTHER
OBLIGATIONS OF BORROWER HEREUNDER.
SECTION 13.19.
PATRIOT ACT NOTIFICATION.
LENDER HEREBY NOTIFIES
BORROWER THAT, CONSISTENT WITH THE USA PATRIOT ACT, PUBLIC LAW NO. 107-56 (THE
"PATRIOT ACT"), REGULATIONS PROMULGATED THEREUNDER AND UNDER OTHER APPLICABLE
LAW, THE LENDER'S PROCEDURES AND CUSTOMER DUE DILIGENCE STANDARDS REQUIRE IT TO
OBTAIN, VERIFY AND RECORD INFORMATION THAT IDENTIFIES BORROWER, INCLUDING AMONG
OTHER THINGS NAME, ADDRESS, INFORMATION REGARDING PERSONS WITH AUTHORITY OR
CONTROL OVER BORROWER, AND OTHER INFORMATION REGARDING BORROWER, ITS OPERATIONS
AND TRANSACTIONS WITH THE LENDER.
BORROWER AGREES TO PROVIDE SUCH INFORMATION
AND TAKE SUCH ACTIONS AS ARE REASONABLY REQUESTED BY THE LENDER IN ORDER TO
ASSIST THE LENDER IN MAINTAINING COMPLIANCE WITH ITS PROCEDURES, THE PATRIOT ACT
AND ANY OTHER APPLICABLE LAWS.
Confidential materials omitted and filed separately with the Secutities and
Exchange Commission.
Asterisks denote such omission.
55
IN WITNESS WHEREOF, the Parties have duly executed this Agreement as of the day
and year first above written.
COWEN HEALTHCARE ROYALTY PARTNERS, L.P.,
as Lender
By:
Cowen Healthcare Royalty GP, LLC,
its General Partner
By:
/s/ George B. Brown
Name:
George B. Brown, M.D.
Title:
Managing Director
DYAX CORP.,
as Borrower
By:
/s/ Ivana Magovcevic-Liebisch
Name:
Ivana Magovcevic-Liebisch, PhD, JD
Title:
Executive Vice President, Admin.
and General Counsel
Exhibit A
Business Report Format
[*****]
Confidential materials omitted and filed separately with the Secutities and
Exchange Commission.
Asterisks denote such omission.
Exhibit B
Co-Development Agreements
[*****]
Confidential materials omitted and filed separately with the Secutities and
Exchange Commission.
Asterisks denote such omission.
Exhibit C
Excluded Agreements and Excluded Products
[*****]
Confidential materials omitted and filed separately with the Secutities and
Exchange Commission.
Asterisks denote such omission.
Exhibit D
LFRP Know-How
[*****]
Confidential materials omitted and filed separately with the Secutities and
Exchange Commission.
Asterisks denote such omission.
Exhibit E
LFRP Libraries
[*****]
Confidential materials omitted and filed separately with the Secutities and
Exchange Commission.
Asterisks denote such omission.
Exhibit F
FORM OF LOCKBOX AGREEMENT
This LOCKBOX AGREEMENT (as amended, supplemented or otherwise modified from time
to time, this "Agreement") is dated as of August 5, 2008 and entered into by and
among Dyax Corp., a Delaware corporation, both in its individual capacity (as
such, "Company") and as initial calculation agent hereunder (as such, the
"Lockbox Calculation Agent"), Cowen Healthcare Royalty Partners, L.P., a
Delaware limited partnership ("Lender") and JPMorgan Chase Bank, N.A., both in
its capacity as a depositary bank and in its capacity as a "bank" (as defined in
Section 9-102(a)(8) of the UCC) (in such capacities, the "Financial
Institution"), and in its capacity as escrow agent hereunder (the "Lockbox
Escrow Agent").
RECITALS
WHEREAS, Company and Lender are