Exhibit 10.23
SECOND AMENDMENT TO THE
COLLABORATION AND LICENSE AGREEMENT
This SECOND
AMENDMENT TO THE COLLABORATION AND LICENSE AGREEMENT (“Second
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 IMAGING S.p.A.
, an Italian company having its principal place of business at E.
Folli 50, 20134 Milano (“Bracco”). Dyax and
Bracco may be referred to 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 have previously executed a FIRST AMENDMENT TO THE
COLLABORATION AND LICENSE AGREEMENT (“First
Amendment”), effective January 1, 2004, which,
inter alia ,
extended the Research Term of the Agreement by another three
years;
WHEREAS, the
Agreement and First Amendment require, inter alia , collaboration and
cooperation between the Parties in using their respective
technologies and expertise to discover and develop product
candidates for use in diagnostic imaging and certain therapeutic
fields;
WHEREAS, the
Parties thus each share an identical or substantially identical
common legal interest in obtaining strong, valid and enforceable
patents to protect any and all discoveries and inventions resulting
from this collaboration and cooperation;
WHEREAS, the
Parties agree that such identical or substantially identical common
legal interest is best protected by maintaining an open but
privileged communication between or among each of the respective
counsels for the Parties;
WHEREAS, the
Parties thus wish to add provisions to the Agreement to confirm,
memorialize and ensure that any and all past, present and future
communicat
