JOINT COLLABORATION AGREEMENT



THIS LICENSE AGREEMENT (this "Agreement"), effective as of October 1, 1997 (the

"Effective Date"), is between DYAX CORP., a Delaware corporation, having places

of business at One Kendall Square, Bldg. 600, 5th Fl., Cambridge, Massachusetts

02139 and 1500 Avon Street Extended, Charlottesville, VA 22902 ("DYAX"); and

CROPTECH DEVELOPMENT CORPORATION, a Virginia corporation, having its principal

place of business at 1861 Pratt Drive, Blacksburg, Virginia 24060 ("CROPTECH").



                                    RECITALS



WHEREAS, DYAX and CROPTECH have submitted a proposal to the Advanced Technology

Program administered by the National Institute of Standards and Technology

("NIST") to undertake a joint venture to conduct the Researched Program, as

defined herein;



WHEREAS, NIST has selected such proposal for funding, with such funding to be

governed by a NIST Cooperative Agreement;



WHEREAS, DYAX and CROPTECH wish to enter into an agreement setting forth their

respective rights and responsibilities in respect to the Research Program.



WHEREAS, the Parties have selected CropTech Development Corporation to serve as

the Administrator (the "Administrator") for the joint venture and wish to

authorize that organization to perform certain functions, specifically including

execution of the NIST Cooperative Agreement and thereby binding all the Parties

to the terms and conditions of that Agreement.



NOW, THEREFORE, in consideration of the mutual covenants set forth in this

Agreement, the parties hereby agree as follows:



                             ARTICLE 1. DEFINITIONS



For purposes of this Agreement, the terms defined in this Article shall have the

meanings specified below:



1.1. "CropTech Technology" shall mean any and all know-how, data, technology,

equipment, biological or chemical materials, inventions and patent rights

relating to transgenic tobacco and the expression of proteins in transgenic

tobacco plants (including,



                                       1

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Confidential material omitted and filed separately with the Securities and

Exchange Commission. Asterisks denote such omissions.



without limitation the *************), which is owned or controlled by CROPTECH

prior to the Effective Date or which results from the Research Program.



1.2. "Dyax Technology" shall mean any and all know-how, data, technology,

equipment, biological or chemical materials, inventions and patent rights

relating to ************* (including, without limitation, *************), and

which is owned or controlled by DYAX prior to the Effective Date or which

results from the Research Program.



1.3. "Government Use License" shall mean a non-exclusive, non-transferrable,

irrevocable, paid-up license which may be granted to the United States

government as set forth in Section 2.4(d) below.



1.4. "Party" or "Parties" shall mean the parties identified in the Form

NIST-Form-1263 contained in the proposal.



1.5. "Products" shall mean proteins and production technologies utilizing

CropTech Technology and Dyax Technology, and which are listed on Attachment C,

as may be amended from to time by the parties.



1.6. "Research Products" shall mean the research program as described on a

project by project basis in Attachment A, which may be amended from time to time

by the parties.



                           ARTICLE 2. RESEARCH PROGRAM



2.1. Conduct of Research Program. DYAX and CROPTECH agree to work together to

diligently conduct each project of the Research Program, as set forth in

Attachment A hereto, and to carry out their respective responsibilities as set

forth in the Research Program and the NIST Cooperative Agreement. Further, the

parties agree to contribute the funds and internal and external resources which

are set forth in the estimated multi-year budget set forth in Attachment B.



2.2. Administration of the Research Program. The parties agree that CropTech

Development Corporation shall serve as the administrator for the joint

collaboration ("Administrator") and is authorized to execute a NIST Cooperative

Agreement with NIST and communicate with NIST on the progress of each project of

the Research Program. DYAX and CROPTECH shall each promptly appoint two

representatives to a Management Committee. The Management Committee shall meet

no less frequently than semi-annually during Research Program and shall have the

following responsibilities:

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