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