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Exhibit 10.35.1
AMENDMENT NO.1 TO AMENDED AND RESTATED COLLABORATION
AGREEMENT BETWEEN GENZYME CORPORATION AND DYAX CORP.
This Amendment No. 1 (the "Amendment") to the Amended and
Restated
Collaboration Agreement dated May 31, 2002
(the "Agreement") by and between
Genzyme Corporation, with its principal
office at One Kendall Square, Cambridge,
Massachusetts 02139 ("Genzyme"), and Dyax
Corp., with a principal office at 300
Technology Square, Cambridge, Massachusetts
02139 ("Dyax") is effective as of
September 30, 2003 ("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. The
parties acknowledge and agree that on June 26, 2003, Genzyme
elected to exercise its Buy-In Option. As a
result, all rights and obligations
of Genzyme contained in the Agreement that
are contingent upon Genzyme's
exercise of its Buy-In Option shall
hereafter be deemed to be current and fully
enforceable rights and obligations.
2. Section
1.15 of the Agreement ("Field") shall be amended and restated
as follows:
"FIELD" shall mean any and all therapeutic uses of a
Collaboration
Product, excluding uses relating to the Surgical Product.
3. Section
1.31 of the Agreement ("Percentage Interest") shall be
amended and restated as follows:
"PERCENTAGE INTEREST" shall have the meaning set forth in the
Operating
Agreement. If Genzyme exercises its Buy-In Option pursuant to
Section
4.2 hereof, the Percentage Interests of the Parties shall be
adjusted
such that the Percentage Interest of Dyax shall be fifty and one
one
hundredth percent (50.01 %) and the Percentage Interest of Genzyme
shall
be forty-nine and ninety-nine hundredths percent (49.99%).
4. In Section
2.1 of the Agreement ("General"), the term "fifty percent
(50%)" in the seventh sentence of Section
2.1 shall be d
