0001104659-09-039954 Sample Contracts

7,425,743 Shares Dyax Corp. Common Stock ($0.01 Par Value) UNDERWRITING AGREEMENT
Underwriting Agreement • June 25th, 2009 • Dyax Corp • Services-commercial physical & biological research • New York

Dyax Corp., a Delaware corporation (the “Company”), proposes to sell to Deutsche Bank Securities Inc. (the “Underwriter”) an aggregate of 7,425,743 shares (the “Firm Shares”) of the Company’s common stock, $0.01 par value (the “Common Stock”). The Company also proposes to sell at the Underwriter’s option an aggregate of up to 1,113,862 additional shares of Common Stock (the “Option Shares”) as set forth below.

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DYAX CORP. AND AMERICAN STOCK TRANSFER & TRUST COMPANY, RIGHTS AGENT AMENDMENT No. 1 TO RIGHTS AGREEMENT Effective as of June 24, 2009
Rights Agreement • June 25th, 2009 • Dyax Corp • Services-commercial physical & biological research • Massachusetts

This Amendment No. 1 to the Rights Agreement dated as of, June 27, 2001 (the “Amendment”) between Dyax Corp., a Delaware corporation (the “Company”), and American Stock Transfer & Trust Company, as Rights Agent (the “Rights Agent”).

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