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
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