Dyax Corp.
DYAX CORP (Form: 4, Received: 05/13/2011 16:12:25)
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
Washington, D.C. 20549

OMB Number: 3235-0287
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940

1. Name and Address of Reporting Person *

2. Issuer Name and Ticker or Trading Symbol

5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      _____ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

3. Date of Earliest Transaction (MM/DD/YYYY)


(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock Option (right to buy)   $2.09   5/12/2011     A      75000         (1) 5/12/2021   Common Stock   75000   $0   75000   D  

Explanation of Responses:
( 1)  Such option will become exercisable in thirty-six (36) substantially equal installments on each monthly anniversary of the date of grant (with any fractional shares to be cumulated and to become exercisable at the end of the earliest succeeding monthly period in which a whole share equivalent is accumulated) for a period of thirty-five (35) months, with the 36th monthly installment to become exercisable as of the commencement of business on the date of the Annual Meeting of Stockholders at which such director is up for reelection or at which such director's term ends.

Reporting Owners
Reporting Owner Name / Address
Director 10% Owner Officer Other

/s/ Nathaniel S. Gardiner, as attorney-in-fact 5/13/2011
** Signature of Reporting Person Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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Know all by these presents, that the undersigned

hereby constitutes and appoints each of Ivana

Magovcevic-Liebisch, George V. Migausky, and

Nathaniel S. Gardiner, or any of them acting

individually, the undersigned's true and lawful

attorney-in-fact to:

(1) execute for and on behalf of the undersigned a

Form ID application to be filed with the Securities

and Exchange Commission to obtain EDGAR codes

for the undersigned;

(2) execute for and on behalf of the undersigned

Forms 3, 4, and 5 with respect to the securities of

Dyax Corp. in accordance with Section 16(a) of the

Securities Exchange Act of 1934 and the rules


(3) do and perform any and all acts for and on behalf

of the undersigned which may be necessary or

desirable to complete and execute any such Form ID

application or Form 3, 4, or 5, complete and execute

any amendment or amendments thereto, and timely

file such form with the United States Securities and

Exchange Commission and any stock exchange or

similar authority; and

(4) take any other action of any type whatsoever in

connection with the foregoing which, in the opinion

of such attorney-in-fact, may be of benefit to, in the

best interest of, or legally required by, the undersigned,

it being understood that the documents executed by

such attorney-in-fact on behalf of the undersigned

pursuant to this Power of Attorney shall be in such

form and shall contain such terms and conditions as

such attorney-in-fact may approve in such

attorney-in-fact's discretion.

     The undersigned hereby grants to each such

attorney-in-fact full power and authority to do and

perform any and every act and thing whatsoever

requisite, necessary, or proper to be done in the

exercise of any of the rights and powers herein

granted, as fully to all intents and purposes as the

undersigned might or could do if personally present,

with full power of substitution or revocation, hereby

ratifying and confirming all that such attorney-in-fact,

or such attorney-in-fact's substitute or substitutes,

shall lawfully do or cause to be done by virtue of this

power of attorney and the rights and powers herein

granted.  The undersigned acknowledges that the

foregoing attorneys-in-fact, in serving in such capacity

at the request of the undersigned, are not assuming,

nor is the Company assuming, any of the

undersigned's responsibilities to comply with Section

16 of the Securities Exchange Act of 1934.

     This Power of Attorney shall remain in full force and

effect until the undersigned is no longer required to

file Forms 3, 4, and 5 with respect to the undersigned's

holdings of and transactions in securities issued by the

Company, unless earlier revoked by the undersigned in

a signed writing delivered to the foregoing


     IN WITNESS WHEREOF, the undersigned has caused

this Power of Attorney to be executed as of this

12th day of May 2011.

/s/ Thomas L. Kempner