This Agreement dated as of August 31, 1998 is among DYAX CORP.

(formerly known as Biotage, Inc.), a Delaware corporation (the "Company"),

and certain stockholders of the Company that are signatories hereto

(including for this purpose certain stockholders who have agreed in writing

to be bound by the terms of this Agreement).



                                 R E C I T A L S



         This Agreement amends and restates in its entirety the Amended and

Restated Registration Rights Agreement dated as of October 30, 1996 among the

Company and certain of such stockholders, as the same has been amended from

time to time prior to the date hereof (the "Prior Agreement").



         Each Existing Stockholder (as defined below) owns (i) that number of

shares of Class A Series 1 Preferred Stock, par value $0.01 per share, of the

Company (the "SERIES 1 STOCK"), and/or Registrable Shares (as defined below)

of Common Stock, par value $0.01 per share (the "COMMON STOCK"), of the

Company set forth opposite the name of such Existing Stockholder on SCHEDULE

I and/or (ii) that number of shares of the Company's Common Stock, Class A

Series 2 Preferred Stock (the "SERIES 2 STOCK") and/or Class A Series 3

Preferred Stock (the "SERIES 3 STOCK") and/or Class A Series 4 Preferred

Stock (the "SERIES 4 STOCK") set forth opposite the name of such Existing

Stockholder on SCHEDULE II.



         The Company is preparing to issue as of the date of this Agreement

shares of its Class A Series 5 Preferred Stock (the "SERIES 5 STOCK" and,

collectively with the Series 1 Stock, the Series 2 Stock, the Series 3 Stock

and the Series 4 Stock, the "PREFERRED STOCK") and to extend to the

purchasers of such Series 5 Stock (the "ADDITIONAL STOCKHOLDERS") certain of

the rights provided to the Existing Stockholders under the Prior Agreement.

The Preferred Stock is convertible into Common Stock pursuant to the terms of

the Company's Restated Certificate of Incorporation. The Additional

Stockholders and their holdings of Series 5 Stock purchased in the First

Closing (as that term is defined in the Convertible Preferred Stock Purchase

Agreement (the "Purchase Agreement") of even date herewith between the

Company and the Additional Stockholders) are listed on SCHEDULE III. Schedule

III of the Agreement may be revised from time to time to include more

Additional Stockholders following Subsequent Closings under the Purchase

Agreement.



         The Company and the Stockholders (as defined below) deem it to be in

their respective best interests to set forth the rights of the Stockholders

in connection with public offerings and sales of the Common Stock.



         NOW, THEREFORE, in consideration of the premises and mutual

covenants and obligations hereinafter set forth, the Company and the

Stockholders hereby agree as follows:



         SECTION 1.  CERTAIN DEFINITIONS.



         As used in this Agreement, the following terms have the following

respective meanings:



                                            1



{PAGE}



         "COMMISSION" means the Securities and Exchange Commission, or any

other Federal agency at the time administering the Securities Act and/or the

Exchange Act.



         "EXCHANGE ACT" means the Securities Exchange Act of 1934 or any

similar Federal statute, and the rules and regulations of the Commission

issued under such Act, as they each may, from time to time, be in effect.



         "EXISTING STOCKHOLDERS" means, individually and collectively, the

holders of Registrable Shares who were parties to the Prior Agreement.



         "INITIAL PUBLIC OFFERING" shall mean the closing of the first fully

underwritten, firm commitment public offering pursuant to an effective

Registration Statement covering the offer and sale by the Company of its

Common Stock, resulting in aggregate net proceeds to the Company (after

deducting underwriting discounts and commissions) of at least $20,000,000 and

at a per share price of at least (i) $10.00 per share if the offering is

closed prior to December 31, 2000 and (ii) $15.00 if the offering is closed

thereafter (each such amount to be equitably adjusted upon the occurrence of

any stock split, stock dividend, combination, reclassification or other

similar event).



         "REGISTRABLE SHARES" means (i) the shares of Common Stock issued or

issuable upon the conversion of the Preferred Stock, (ii) the shares of

Common Stock listed on SCHEDULE I attached hereto issued upon conversion of

the former Class A Preferred Stock and the former Class B Preferred Stock of

the Company and (iii) any other shares of Common Stock of the Company issued

or issuable in respect of such shares of Common Stock or in respect of shares

of the Preferred Stock (because of stock splits, stock dividends,

reclassifications, recapitalizations or similar events). Wherever reference

is made in this Agreement to a request or consent of holders of a certain

percentage of Registrable Shares, or to a number or percentage of Registrable

Shares held by a Stockholder, such reference shall be deemed to mean

Registrable Shares on a Common Stock equivalent basis and to include all

shares of Preferred Stock convertible into Registrable Shares.



         "REGISTRATION EXPENSES" has the meaning ascribed thereto in Section

5.



         "REGISTRATION STATEMENT" means a registration statement filed by the

Company with the Commission for a public offering and sale of securities of

the Company (other than a registration statement on Form S-8 or Form S-4, or

their successors, or any other form for a limited purpose, or any

registration statement covering only securities proposed to be issued in

exchange for securities or assets of another corporation).



         "SECURITIES ACT" means the Securities Act of 1933 or any similar

Federal statute, and the rules and regulations of the Commission issued under

such Act, as they each may, from time to time, be in effect.



         "STOCKHOLDERS" means, individually and collectively, the Existing

Stockholders, the Additional Stockholders, and any other stockholders (or any

of them) of the Company that are signatories hereto, and any persons or

entities to whom the rights granted under this Agreement are transferred by

such stockholders (or any of them), and their successors or assigns to the

extent permitted by Section 14 hereof.



                                        2



{PAGE}



         SECTION 2.  REQUIRED REGISTRATIONS.



         (a) Commencing on the first anniversary of the closing of the

Initial Public Offering of the Company, a Stockholder or Stockholders holding

in the aggregate at least 50% of the Registrable Shares or stockholders

holding in the aggregate at least 50% of the Series 5 Stock or the Common

Stock into which the Series 5 Stock is convertible, may request, in writing,

that the Company effect the registration on Form S-1 or Form SB-2 (or any

successor forms) Registrable Shares having an anticipated net aggregate

offering price in excess of $5,000,000 (after deducting underwriting

discounts and commissions). Any demand registration pursuant to this Section

2 must be underwritten on a firm commitment basis and the right of other

Stockholders to participate shall be conditioned on such Stockholders'

participation in such underwriting upon the same terms and conditions. Upon

receipt of any such request, the Company shall promptly give written notice

of such proposed registration to all Stockholders. Such Stockholders shall

have the right, by giving written notice to the Company within 30 days after

the Company provides its notice, to elect to have included in such

registration such of their Registrable Shares as such Stockholders may

request in such notice of election, subject to the approval of the

underwriter managing the offering. Thereupon, the Company shall, as

expeditiously as possible, use its best efforts to effect the registrations,

on Form S-1 or Form SB-2 (or any successor form), of all Registrable Shares

which the Company has been requested to so register.



         (b) At any time after the Company becomes eligible to file a

Registration Statement on Form S-3 (or any successor form relating to

secondary offerings), a Stockholder or Stockholders holding in the aggregate

Registrable Shares having a market value of $1,000,000, may request the

Company, in writing, to effect the registration on Form S-3 (or any successor

form), of all or such portion of the Registrable Shares as such holder or

holders shall specify. Upon receipt of any such request, the Company shall

promptly give written notice of such proposed registration to all

Stockholders. Such Stockholders shall have the right, by giving written

notice to the Company within 30 days after the Company provides its notice,

to elect to have included in such registration such of their Registrable

Shares as such Stockholders may request in such notice of election.

Thereupon, the Company shall, as expeditiously as possible, use its best

efforts to effect the registration on Form S-3 (or any successor form) of all

Registrable Shares which the Company has been so requested to register.

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