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Exhibit 10.11
Confidential materials
omitted and filed separately with the Securities and
Exchange Commission. Asterisks denote such omission.
FIRST AMENDMENT TO THE
COLLABORATION AND LICENSE AGREEMENT
This FIRST AMENDMENT TO THE COLLABORATION AND LICENSE AGREEMENT
("Amendment"), is between DYAX CORP., a
Delaware corporation, having a principal
place of business at One Kendall Square,
Bldg. 600, Cambridge, Massachusetts
02139 ("Dyax"); and BRACCO HOLDING, B.V., a
Netherlands corporation, having its
principal place of business at
Strawinskylaan 3051, 1077 ZX Amsterdam, and
BRACCO INTERNATIONAL, B.V., a Netherlands
corporation, having its principal
place of business at Strawinskylaan 3051,
1077 ZX Amsterdam ("Bracco"). Dyax and
Bracco may be referred to as each as a
"Party" or collectively as the "Parties".
The Parties hereby agree as follows:
RECITALS
WHEREAS, the Parties have previously executed a COLLABORATION
AND
LICENSE AGREEMENT ("Agreement"), effective
October 31, 2000;
WHEREAS, the Parties wish to extend the Research Term of the
Agreement
by another three years;
WHEREAS, the Parties wish to amend selected portions of the
Agreement
in light of the extension.
NOW, THEREFORE, in consideration of the foregoing and the
covenants
and premises contained in this Amendment,
the Parties hereto hereby agree to the
following amendments to the Agreement:
AMENDMENTS
Article 2,
Section 2.1.c. is hereby amended to recite:
2.1.c. DYAX ROLE
DURING THE RESEARCH TERM. During the Research
Term, Dyax will assign [*****] Dyax full
time equivalent employees ("FTE"s)
(including space and material supplies for
such FTEs) to provide research and
technology transfer in connection with
Collaboration Projects. The parties
envision that the Dyax FTEs will be used in
Collaboration Projects during the
Research Term: (1) to optimize and develop
Dyax Leads; (2) to screen the Dyax
libraries to identify and optimize
Collaboration Leads for IN VIVO diagnostic
Targets; (3) to build and screen custom
libraries as may be necessary; (4) to
provide training and assistance to
designated Bracco scientists on the use of
Dyax Technology; (5) to extend work on Dyax
Leads or Collaboration Leads to
the Bracco Therapeutics Field in accordance
with any extension of Bracco's
license rights. At any time after January
1, 2004 during the Research Term
with 90 days notice to Dyax, Bracco may
request that Dyax increase the number
of assigned Dyax FTEs, of which such
request must be in writing if the total
expenditure of $[*****]/year for the Dyax
FTEs will be exceeded. During the
Res
