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Exhibit 10.17
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 deleted, and the term
"forty-nine and
