Exhibit 10.2
TERMINATION
AGREEMENT
This Termination Agreement
terminates the Amended and Restated Collaboration Agreement dated
May 31, 2002, as previously amended (the “Collaboration
Agreement”) by and between Genzyme Corporation, with its
principal office at 500 Kendall Street, Cambridge, Massachusetts,
02142 (“Genzyme”), and Dyax Corp., with a principal
office at 300 Technology Square, Cambridge, Massachusetts, 02139
(“Dyax”), and is effective as of February 20, 2007
(“Termination Effective Date”). Terms not
otherwise defined herein shall have the respective meanings
attributed to them in the Collaboration Agreement.
WHEREAS, Genzyme and Dyax are
parties to the Collaboration 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 terminate the Collaboration Agreement on the terms and
conditions set forth below;
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.
Termination
. The Collaboration Agreement
shall be terminated as of the Termination Effective Date.
Except as specifically set forth in this Termination Agreement,
neither party shall have any further obligations to the other party
after the Termination Effective Date.
2.
Payment to Dyax
. At the Closing (as such term
is defined in the Securities Sale Agreement being executed by Dyax
and Genzyme on the date hereof), Genzyme shall make a capital
contribution to Dyax-Genzyme LLC (the “LLC”) in the
amount of Seventeen Million United States Dollars (U.S.
$17,000,000).
3.
Purchase of Genzyme’s
Interest in LLC .
At the Closing (as such term is defined in the Securities Sale
Agreement being executed by Dyax and Genzyme on the date hereof),
Dyax shall purchase Genzyme’s 49.99% interest in Dyax-Genzyme
LLC for 4,400,000 shares of Dyax common stock, $0.01 par value per
share. Upon receipt of such consideration, Genzyme shall
assign all of its interest in Dyax-Genzyme LLC to Dyax, and Dyax
shall dissolve Dyax-Genzyme LLC promptly thereafter. The
parties will execute any and all documents necessary to effectuate
this transaction.
4.
Program Costs
. Each of Dyax and Genzyme
agree to submit to the other party within forty-five (45) days
after the Termination Effective Date a final statement of their
respective Program Costs incurred on behalf of the LLC through the
Termination Effective Date and each agrees to review and pay the
other party the amounts properly due thereunder in accordance with
the Collaboration Agreement.
5.
Transition Services
. Genzyme and Dyax shall
negotiate in good faith a Transition Services Agreement, which will
set forth all of the transition services to be provided by Genzyme
after the Termination Effective Date and for a reasonable period of
time thereafter. The Transition Services Agreement will
provide that (i) Dyax shall pay Genzyme for such transition
services at a cost to Dyax determined on the same basis (the
“Program Cost Basis”) as Genzyme has determined Program
Costs under the Collaboration Agreement prior to the Termination
Effective Date, (ii) all agreements between Genzyme and third
parties relating to the Program shall be assigned to Dyax and (iii)
all agreements between Dyax and Genzyme relating to the
Collaboration Agreement shall be terminated. The
parties
will use reasonable efforts to
execute such Transition Services Agreement within forty-five (45)
calendar days after the Termination Effective Date. Until the
Transition Services Agreement is executed, but for no longer than
sixty (60) calendar days after the Termination Effective Date,
Genzyme will continue to provide in-kind support for the Program at
the
