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DYAX > SEC Filings for DYAX > Form 8-K on 2-Apr-2013All Recent SEC Filings

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Form 8-K for DYAX CORP


Termination of a Material Definitive Agreement

Item 1.02. Termination of a Material Definitive Agreement.

On March 27, 2013, Dyax and Sigma Tau Rare Diseases S.A. entered into a termination agreement pursuant to which they terminated their Joint Development and License Agreement dated June 18, 2010, as amended to date (the "License Agreement"). As a result of this termination agreement, Sigma Tau has returned to Dyax all of the rights to develop and commercialize Kalbitor® (ecallantide) in Europe, Russia, Australia and New Zealand.

The principal terms of the termination agreement include provision for (i) the revocation of all licenses granted by Dyax to Sigma Tau, (ii) the termination of all other obligations under the License Agreement, (iii) the issuance to Sigma Tau of 271,665 shares of Dyax common stock, and (iv) the right of Sigma Tau to receive $500,000 for every $5,000,000 of compensation received by Dyax during the next ten years in relation to the license or supply of ecallantide in those territories that had been previously licensed to Sigma Tau.

Dyax will issue the shares of Dyax common stock to Sigma Tau in reliance on an exemption from registration under the Securities Act of 1933 pursuant to Section 4(2) thereof.

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